UNITED STATES
                       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

                                       OR

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

           For the transition period from              to
                                          ------------    ------------

                         Commission file number: 0-27210



                                  Zunicom, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                TEXAS                                     75-2408297
    (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                   Identification No.)

  4315 West Lovers Lane, Dallas, Texas                       75209
(Address of principal executive offices)                  (Zip Code)

                                 (214) 352-8674
              (Registrant's telephone number, including area code)

                                      None
(Former name,former address and former fiscal year,if changed since last report)

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

                                      None

           Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $0.01 Par Value
                          -----------------------------
                                (Title of Class)

                    Class A Preferred Stock, $1.00 Par Value
                    ----------------------------------------
                                (Title of Class)

         Units,         consisting of one (1) share of Common Stock and one (1)
                        share of Class A Preferred Stock
               --------------------------------------------------
                                (Title of Class)

                                        1
<PAGE>



     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.
                                                             Yes [X] 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.
See definitions of "large accelerated filer, "accelerated filer" and "smaller
reporting company" in Rule 12b-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 Exchange Act).                  Yes [ ] No [X]

     As of April 30, 2009, 9,733,527 shares of Common Stock were outstanding.


                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None































                                        2
<PAGE>
                                  Zunicom, Inc.
                                      INDEX

                                                                      Page
                                                                      ----
PART I - Financial Information

Item 1.  Financial Statements

Unaudited Consolidated Balance Sheet at March 31, 2009
and Consolidated Balance Sheet at December 31, 2008. . . . . . . . . . 4

Unaudited Consolidated Statements of Operations for the
three months ended March 31, 2009 and 2008 . . . . . . . . . . . . . . 6

Unaudited Consolidated Statements of Cash Flows for the
three months ended March 31, 2009 and 2008 . . . . . . . . . . . . . . 7

Notes to Unaudited Consolidated Financial Statements . . . . . . . . . 8

Item 2.  Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . . . . .  17

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.  20

Item 4.  Controls and Procedures. . . . . . . . . . . . . . . . . .   20


PART II - Other Information

Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . .  21

Item 6.  Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . .  21

Signature. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22

Certifications




















                                        3
<PAGE>
PART  I  -  FINANCIAL  INFORMATION
----------------------------------
Item  1.  Financial  Statements

                                  ZUNICOM, INC.
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS


                                                March 31, 2009 December 31,2008
                                                 (unaudited)
                                                -------------- ----------------
CURRENT ASSETS
 Cash and cash equivalents                       $  1,727,085  $   1,522,831
 Accounts receivable - trade, net of
   allowance for doubtful accounts
   of $0 and $0                                         7,363          2,585
 Interest receivable from unconsolidated
   investee                                             9,256         10,578
 Note receivable from unconsolidated
   investee - Current portion                       1,462,500      1,462,500
 Inventories - finished goods                           8,393          7,146
 Prepaid expenses and other current assets             35,553         47,463
                                                 ------------  -------------
    Total current assets                            3,250,150      3,053,103

PROPERTY AND EQUIPMENT
 Business center equipment                            415,378        487,321
 Machinery and equipment                              447,506        447,506
 Computer equipment                                   147,107        147,107
 Furniture and fixtures                                30,097         30,097
 Leasehold improvements                                12,377         12,377
                                                 ------------  -------------
    Total property and equipment                    1,052,465      1,124,408

 Less accumulated depreciation and amortization    (1,002,878)    (1,052,157)
                                                 ------------  -------------
    Net property and equipment                         49,587         72,251
                                                 ------------  -------------
NOTES RECEIVABLE FROM UNCONSOLIDATED INVESTEE       1,864,838      3,656,250

INVESTMENT IN UNCONSOLIDATED INVESTEE               2,644,416      7,916,442
                                                 ------------  -------------
TOTAL ASSETS                                     $  7,808,991  $  14,698,046
                                                 ============  =============








            The accompanying footnotes are an integral part of these
                       consolidated financial statements.

                                        4

<PAGE>
                                  ZUNICOM, INC.
                     CONSOLIDATED BALANCE SHEETS - Continued

                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                March 31, 2009 December 31,2008
                                                 (unaudited)
                                                -------------- ----------------
CURRENT LIABILITIES
 Accounts payable                                     356,923         333,757
 Accrued liabilities                                  102,856         184,054
                                                -------------   -------------
    Total current liabilities                         459,779         517,811
                                                -------------   -------------
NON-CURRENT DEFERRED TAX LIABILITY                  2,059,205       4,299,878
                                                -------------   -------------
TOTAL LIABILITIES                                   2,518,984      4,817,689
                                                -------------   -------------
STOCKHOLDERS' EQUITY

Preferred stock - $1.00 par value, 1,000,000
  shares authorized; 60,208 and 60,208 Class
  A Preferred Shares issued and outstanding;
  liquidation preference of $316,092 as of
  March 31, 2009                                       60,208          60,208
Common stock - $0.01 par value; 50,000,000
  shares authorized; 9,733,527 and
   9,960,756 shares issued and out-
   standing                                            97,335          99,607
Additional paid-in capital                          9,063,358       9,181,333
Retained earnings (deficit)                        (3,930,894)        539,209
                                                -------------   -------------
      Total stockholders' equity                    5,290,007       9,880,357
                                                -------------   -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $   7,808,991   $  14,698,046
                                                =============   =============
















            The accompanying footnotes are an integral part of these
                       consolidated financial statements.


                                        5

<PAGE>
                                  ZUNICOM, INC.
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
               For the Three Months Ended March 31, 2009 and 2008

                                                         2009          2008
REVENUES                                           -------------- -------------
   Service revenue                                 $     161,511  $    271,919

COST OF REVENUES
   Direct servicing costs                                 26,138        82,971
                                                   -------------  ------------
GROSS PROFIT                                             135,373       188,948

OPERATING EXPENSES
   Selling, general and administrative                   302,280      442,787
   Depreciation and amortization of
     property and equipment                               16,320        27,956
                                                   -------------  ------------
     Total operating expenses                            318,600       470,743
                                                   -------------  ------------
(LOSS) FROM OPERATIONS                                  (183,227)     (281,795)

OTHER INCOME (EXPENSE)
   Interest income (expense) net, including
    $74,543 and $86,548 from related parties              75,378        90,979
   Equity (Loss) in earnings of investee                (723,504)      213,259
   Gain (Loss) on equity transactions of investee        (68,106)        9,635
   Loss on Impairment                                 (5,793,679)            -
   Gain (Loss) on sale of assets - net                    (6,345)      663,446
   Other, net                                             (5,251)       (5,640)
                                                   -------------  ------------
     Total other income (expense)                     (6,521,507)      971,679
                                                   -------------  ------------
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES       (6,704,734)      689,884
                                                   -------------  ------------
PROVISION FOR INCOME TAXES                             2,240,673      (262,772)
                                                   -------------  ------------
NET INCOME (LOSS)                                  $  (4,464,061)  $   427,112
                                                   =============  ============
Net income (loss) attributable
    to common stockholders                         $  (4,470,105)  $   421,068
                                                   =============  ============
Net income (loss) per share attributable to
    common stockholders
   Basic                                           $      (0.46)  $       0.04
                                                   =============  ============
   Diluted                                         $      (0.46)  $       0.04
                                                   =============  ============
Number of weighted average shares of common
    stock outstanding
   Basic                                               9,733,527    9,957,196
                                                   =============  ============
   Diluted                                             9,733,527    10,081,172
                                                   =============  ============

            The accompanying footnotes are an integral part of these
                       consolidated financial statements.
                                        6
<PAGE>
                                  ZUNICOM, INC.
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
               For The Three Months Ended March 31, 2009 and 2008

                                                         2009          2008
                                                   -------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                  $  (4,464,061)  $   427,112
Adjustments to reconcile net income to net
   cash used in operating activities:
 Depreciation and amortization of property
   and equipment                                          16,320        27,956
 Impairment of investment in UPG                       4,367,891             -
 Impairment in value of UPG notes                      1,425,788             -
 Write off of property and equipment                       6,345             -
 Gain on equity transactions of investee                  68,106        (9,635)
 Equity in (loss) earnings of investee                   723,504      (213,259)
 Non-cash stock-based compensation                        12,678        51,619
 Provision for income taxes                           (2,240,673)       262,772
 Sale of intangible asset                                      -      (666,667)
 Change in operating assets and liabilities:
 Accounts receivable - trade                              (4,776)       11,212
 Accounts receivable - other                               1,322             -
 Inventories                                              (1,248)        2,734
 Prepaid expenses and other current assets                11,910        23,019
 Other assets                                                  -             -
 Accounts payable                                         23,166        11,362
 Accrued liabilities                                     (81,199)      (22,372)
 Dividends payable                                             -           465
                                                    -------------  ------------
 Net cash used in operating
   activities                                           (134,927)      (93,682)
                                                   -------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of property and equipment                            -        (5,862)
 Sale of intangible asset                                      -       666,667
 Purchase of UPG stock                                   (20,400)            -
                                                   -------------  ------------
 Net cash provided by (used in) investing
   activities                                            (20,400)      660,805

CASH FLOWS FROM FINANCING ACTIVITIES
 Principal payments on notes receivable                  365,625             -
 Dividends paid on preferred stock                        (6,044)       (6,044)
                                                   -------------  ------------
 Net cash provided by (used in) financing
   activities                                            359,581        (6,044)
                                                   -------------  ------------
NET INCREASE  IN CASH AND CASH EQUIVALENTS               204,254       561,079
Cash and cash equivalents at beginning of period       1,522,831       516,276
                                                   -------------  ------------
Cash and cash equivalents at end of period             1,727,085     1,077,355
                                                   =============  ============

            The accompanying footnotes are an integral part of these
                       consolidated financial statements.
                                        7
<PAGE>
                                  ZUNICOM, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - ORGANIZATION

Zunicom,  Inc., ("Zunicom" or the "Company") was formed on January 10, 1992 as a
Texas corporation.  Zunicom's  consolidated  wholly-owned  subsidiary,  AlphaNet
Hospitality  Systems  Inc.  ("AlphaNet"),  is a provider of guest  communication
services  to the  hospitality  market.  Zunicom  holds  a 41  percent  ownership
interest in UPG, a  distributor  and supplier to a diverse and growing  range of
industries  of portable  power and  related  synergistic  products,  provider of
third-party logistics services and a custom battery pack assembler.

NOTE B - BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and in accordance with the  instructions to Form 10-Q and
Article  10 of  Regulation  S-X.  Accordingly,  they do not  include  all of the
information  and  footnotes   required  by  United  States  generally   accepted
accounting principles for complete financial statements.

In the opinion of management,  all adjustments  (consisting of normal  recurring
adjustments) considered necessary for a fair presentation have been included for
the three month  period  ended March 31,  2009.  The results for the three month
period ended March 31, 2009 are not  necessarily  indicative of the results that
may be expected for the year ended December 31, 2009. The unaudited consolidated
financial  statements included in this filing should be read in conjunction with
the  Company's  audited  consolidated  financial  statements  and notes  thereto
included in the Company's annual report on form 10-K for the year ended December
31, 2008.

The accompanying  unaudited consolidated financial statements have been prepared
consistently  with  the  accounting   policies   described  in  Note  B  to  the
consolidated  financial statements included in our 2008 Form 10-K, which include
the following: use of estimates, cash and cash equivalents, accounts receivable,
inventories,  property and equipment,  income taxes,  long-lived assets, revenue
recognition,   earnings  per  share,   fair  value  of  financial   instruments,
stock-based compensation and investment in unconsolidated investee.

In December 2006 the Company's  previously  wholly-owned  subsidiary,  Universal
Power Group,  Inc. ("UPG" or  "Universal"),  completed an  underwritten  initial
public offering which resulted in the Company's  ownership interest in UPG being
reduced from 100 percent to its present  ownership  interest of 40 percent.  The
Company consolidated UPG in its financial statements until December 31, 2006 and
currently accounts for UPG as an unconsolidated investee under the equity method
of accounting.  The Company has adopted the income  statement  gain  recognition
method of accounting  for issuances of a subsidiary's  stock in accordance  with
SEC Staff  Accounting  Bulletin No. 51.  During the first  quarter of 2009,  the
Company acquired an additional 16,550 shares of UPG bringing its interest in UPG
to 41.0%.

Recent Accounting Pronouncements




                                        8

<PAGE>
NOTE B - BASIS OF PRESENTATION (CONTINUED)

In September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 157, Fair Value Measurements ("SFAS 157"), which was effective for financial
statements issued for fiscal years beginning after November 15, 2007 and for all
interim  periods  within those  fiscal  years.  The Company  adopted SFAS 157 on
January 1, 2008. In February 2008,  the FASB issued FASB Staff Position  ("FSP")
FAS157-2  ("FSP FAS 157-2"),  which delayed for one year the  effective  date of
SFAS 157 for  nonfinancial  assets  and  liabilities,  except for items that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually). The Company adopted FSP FAS 157-2 on January 1, 2009.

On January 1, 2009,  the Company  adopted  Emerging  Issues Task Force  ("EITF")
Issue No. 07-5,  Determining  Whether an Instrument (or an Embedded  Feature) Is
Indexed to an Entity's Own Stock ("EITF 07-5"),  which requires the  application
of  a  two-step  approach  in  evaluating  whether  an  equity-linked  financial
instrument (or embedded feature) is indexed to an entity's own stock,  including
evaluating the instrument's  contingent exercise and settlement provisions.  The
adoption  of EITF  07-5 did not have any  impact on the  Company's  consolidated
financial statements.

In April 2009, the FASB issued FSP No. FAS 157-4 Determining Fair Value When the
Volume  and Level of  Activity  for the  Asset or  Liability  has  Significantly
Decreased and Identifying  Transactions  That Are Not Orderly ("FSP FAS 157-4"),
FSP FAS 115-2 and FAS 124-2 Recognition and Presentation of Other-Than-Temporary
Impairments  ("FSP FAS  115-2").  FSP FAS 157-4 and FSP FAS 115-2 were issued to
provide  additional  guidance  about (1)  measuring  the fair value of financial
instruments  when the  markets  become  inactive  and quoted  prices may reflect
distressed transactions,  and (2) recording impairment charges on investments in
debt instruments.  Additionally,  the FASB issued FSP No. 107-1/APB 28-1 Interim
Disclosures about Fair Value of Financial  Instruments ("FSP 107-1"), to require
disclosures of fair value of certain financial  instruments in interim financial
statements.  The  Company  does not  anticipate  the  adoption of these FSP's to
materially impact the consolidated financial statements.  FSP FAS 157-4, FSP FAS
115-2 and FSP 107-1 are effective for  financial  statements  issued for interim
and/or annual reporting periods ending after June 15, 2009.

The Company adopted SFAS 141(R),  Business Combinations on January 1, 2009. SFAS
141(R) provides  companies with  principles and  requirements on how an acquirer
recognizes  and measures in its financial  statements  the  identifiable  assets
acquired,  liabilities assumed, and any noncontrolling  interest in the acquiree
as well as the recognition  and  measurement of goodwill  acquired in a business
combination.  SFAS 141(R) also requires  certain  disclosures to enable users of
the financial  statements  to evaluate the nature and  financial  effects of the
business combination. Acquisition costs associated with the business combination
will  generally be expensed as incurred.  The adoption of this  standard did not
have an impact on the accompanying unaudited financial statements as the Company
did not enter into a business  combination  during the three  months ended March
31, 2009.

The  Company  adopted  SFAS  160,  "Noncontrolling   Interests  in  Consolidated
Financial  Statements  - an  amendment  of ARB No.51 "on  January 1, 2009.  This
statement  clarifies  that  a  noncontrolling  interest  in a  subsidiary  is an
ownership interest in the consolidated  entity that should be reported as equity
in the consolidated  financial  statements.  This statement  changes the way the


                                        9
<PAGE>
NOTE B - BASIS OF PRESENTATION (CONTINUED)

consolidated  income  statement  is  presented  by  requiring  net  income to be
reported at amounts that include the amounts attributable to both the parent and
the  noncontrolling  interest and to disclose  those  amounts on the face of the
income  statement.  The adoption of this standard did not have a material impact
on the Company's  consolidated  financial statements for the three months ending
March 31, 2009.

The Company adopted SFAS No. 161, "Disclosures about Derivative  Instruments and
Hedging Activities - an amendment to FASB Statement No. 133" on January 1, 2009.
SFAS  No.  161  is  intended  to  improve  financial  standards  for  derivative
instruments and hedging activities by requiring  enhanced  disclosures to enable
investors to better understand their effects on an entity's financial  position,
financial performance, and cash flows. Entities are required to provide enhanced
disclosures  about: (a) how and why an entity uses derivative  instruments;  (b)
how derivative instruments and related hedged items are accounted for under SFAS
133,  Accounting  for  Derivative  Instruments  and Hedging  Activities  and its
related  interpretations;  and (c) how derivative instruments and related hedged
items affect an entity's financial  position,  financial  performance,  and cash
flows.  The  adoption  of this  standard  did not have a material  impact on the
Company's  financial  statements or its disclosures therein for the three months
ended March 31, 2009.

NOTE C - STOCK-BASED COMPENSATION

Stock-based  compensation  expense recognized in the statement of operations for
the three months ended March 31, 2009 of $12,678  represents the amortization of
the restricted stock grant to our chairman in 2007. The stock-based compensation
for the three  months  ended March 31,  2008  includes  compensation  expense of
$38,800  for  fully  vested  stock  options   granted  on  March  10,  2008  and
amortization of the restricted stock grant to our chairman in 2007 of $12,819.

As of March 31,  2009,  $114,945 of the  restricted  stock grant to our chairman
remains  unamortized and $34,418 of the restricted  stock grant to UPG employees
remains  unamortized.  On January 21, 2009, the chief  executive  officer of UPG
resigned and according to the terms of the restricted stock agreement, forfeited
his restricted  stock grant.  As a result 227,229 shares of Zunicom common stock
have been returned to the Company and the  investment in UPG has been reduced by
$132,925.

   Valuation Assumptions

The fair  values of option  awards  were  estimated  at the grant  date  using a
Black-Scholes option pricing model with the following  assumptions for the three
months ended March 31, 2009 and 2008:

                                          For the Three Months   Ended March 31,
                                                 2009                 2008
                                            --------------       -------------
Weighted average grant date fair value      $        -         $      1.39
Weighted average assumptions used:
   Expected dividend yield                           -                0.00%
   Risk-free interest rate                           -                4.50%
   Expected volatility                               -                 131%
   Expected life (in years)                          -                   5

                                       10
<PAGE>
NOTE C - STOCK-BASED COMPENSATION (CONTINUED)

There were no option awards in the first quarter of 2009.

   Activity and Summary

Stock option activity under the 1999 and 2000 stock option plans was as follows:

                                                              Weighted Average
                                           Number of Shares   Exercise Price
                                           ----------------  -----------------
Options outstanding at December 31, 2008           525,000   $           0.85

      Granted                                           --   $             --
      Exercised                                         --   $             --
      Canceled, lapsed  or forfeited                    --   $             --
                                           ---------------    ---------------
Options outstanding at March 31, 2009              525,000   $           0.85
                                           ===============    ===============

The following table summarizes stock options outstanding under the 1999 and 2000
stock option plans at March 31, 2009:
                        Options Outstanding      Options Exercisable
                -------------------------------- --------------------
                             Weighted
                              Average
                             Remaining  Weighted             Weighted
                 Number of  Contractual  Average  Number of   Average
Range of          Options      Life     Exercise   Options   Exercise
Exercise Prices Outstanding (in years)   Price   Exercisable  Price
--------------- ----------- ----------- -------- ----------- --------
$ 0.90              400,000         2.4 $   0.90     400,000 $   0.90

$ 1.75               25,000         9.8 $   1.75      25,000 $   1.75

$ 0.45              100,000         5.0 $   0.45     100,000 $   0.45
                ----------- ----------- -------- ----------- --------
$ 0.45 - $ 1.75     525,000         3.2 $   0.85     425,000 $   0.85
                =========== =========== ======== =========== ========

At March 31, 2009, the aggregate intrinsic value of options outstanding was $0.0
and the aggregate intrinsic value of options exercisable was $0.0. The aggregate
intrinsic  value is calculated as the  difference  between the exercise price of
the  underlying  awards and the quoted price of the  Company's  common stock for
those awards that have an exercise price  currently  below the quoted price.  At
March 31, 2009, all outstanding options were fully vested.

RESTRICTED STOCK

On June 25, 2007, the Board of Directors of Zunicom  approved a grant of 996,940
restricted shares of Zunicom's common stock to our chairman and certain officers
and  employees of UPG.  Several of the  officers  and  employees of UPG had been
officers  and  employees  of  Zunicom  prior  to the  deconsolidation  of UPG in
December  2006.  The Company  attributed  a value of $205,801 to the  restricted
stock  granted to our chairman and $377,392 to the  restricted  stock granted to


                                       11
<PAGE>
NOTE C - STOCK-BASED COMPENSATION (CONTINUED)

the officers and employees of UPG. The grant was made in recognition of past and
future  performance  especially  with regard to the initial  public  offering of
UPG's common stock in which  Zunicom was able to sell  $1,000,000  shares of UPG
common stock  resulting in an $0.80 dividend to  shareholders  paid in the first
quarter of 2007.  The  restricted  stock vests in full on June 25, 2011,  and is
subject to certain  restrictions and obligations up to the point of vesting. The
stock will not be  registered  and will be held in escrow for the benefit of the
grantee until the vesting  date.  Our chairman  relinquished  options on 400,000
shares of Zunicom  common stock.  These  options  remain  outstanding,  however,
should our Chairman choose to exercise these options, he will forfeit all rights
to the  restricted  stock.  The  officers  and  employees of UPG held options on
653,000 shares of Zunicom common stock which lapsed after the deconsolidation of
UPG.  On January 21,  2009,  the chief  executive  officer of UPG  resigned  and
according  to the  terms  of  the  restricted  stock  agreement,  forfeited  his
restricted  stock  grant.  Accordingly,  his shares  have been  returned  to the
Company and the investment in UPG has been reduced by $132,925.

In accordance with FASB 123R, we accounted for the grant of restricted shares to
our  chairman  as  stock  based  compensation.  We  accounted  for the  grant of
restricted  shares to UPG officers and employees as a contribution of capital in
accordance  with  EITF  00-12,   "Accounting  by  an  Investor  for  Stock-Based
Compensation  Granted  to  Employees  of an  Equity  Method  Investor."  We will
amortize  60% of that  capital  contribution  as  additional  equity in earnings
(loss) of the investee over the vesting period. The Company concluded that it is
reasonable to discount the value of these  restricted  shares by 29.52%.  Of the
29.52%  discount,  the Company  considers  the risk of  forfeiture to be 10% and
illiquidity  to be 19.52%.  The Company  applied this discount to the grant date
market  value  of a  freely  tradable  share to  arrive  at the fair  value of a
restricted share.

NOTE D - NET INCOME PER SHARE

Basic net income per share is computed by dividing  net income  decreased by the
preferred stock dividends of $6,044 and $6,044 for the three months ending March
31, 2009 and 2008, respectively, by the weighted average number of common shares
outstanding for the period.

Diluted net income per share is computed by dividing net income decreased by the
preferred  stock  dividends by the weighted  average number of common shares and
common stock equivalents  outstanding for the period. The Company's common stock
equivalents include all common stock issuable upon conversion of preferred stock
and the exercise of outstanding stock options.

The dilutive  effect of 525,000 options has not been included in the computation
of dilutive  net income per share for the three  months  ended March 31, 2009 or
2008.  The options are "out of the money," i.e. the market price of the stock is
below the strike price of the options.  The dilutive effect of the conversion of
60,208  shares of preferred  stock into  120,416  shares of common stock has not
been included in the  computation of dilutive net income per share for the three
months ended March 31, 2009 as the effect would be anti-dilutive.

NOTE E - UNCONSOLIDATED SUBSIDIARY - INVESTEE

The  Company's  investment  in UPG is accounted  for under the equity  method of

                                       12
<PAGE>
NOTE E - UNCONSOLIDATED SUBSIDIARY - INVESTEE (CONTINUED)

accounting  for the three month period ended March 31, 2009 and 2008.  Following
is a summary of  financial  information  of UPG for the three months ended March
31, 2009 and 2008:
                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                         ($ in thousands)
                                                        2009           2008
                                                   -------------  -------------
Net revenues                                       $     27,689   $     29,524
Cost of revenues                                         22,731         25,050
Gross profit                                              4,958          4,474
Operating expenses                                        6,164          3,300
Income (Loss) from operations                            (1,206)         1,174
Interest expense                                           (248)          (254)
Other income                                                  -              -
Income (Loss) from operations
    before income tax provision                          (1,454)           920
Income tax provision                                       (296)          (363)
                                                   ------------   ------------
Net income (Loss)                                   $    (1,750)  $        557
                                                   ============   ============

Following is a summary of the balance sheets for UPG for the three months ended
March 31, 2009 and 2008.
                                               March 31, 2009  December 31, 2008
                                                       ($ in thousands)
                                               --------------  -----------------
Current assets                                        50,824             53,633
Noncurrent assets                                      2,579              2,107
Current liabilities                                   31,137             32,975
Noncurrent liabilities                                 5,336              4,055
Shareholders' equity                                  16,930            18,710

The Company evaluated its investment in UPG at March 31, 2009 to determine if an
other than temporary decline in fair value below the cost basis had occurred.
The primary input in estimating the fair value of the investment was the quoted
market value of UPG publicly traded shares as at March 31, 2009, which declined
significantly from the date of the initial investment in December 2006. As a
result of the severe decline in the quoted market value, the Company recognized
an impairment in other income (loss) of $4,367,891 to adjust the cost basis in
the investment to its estimated fair value. As a result the carrying value of
the Company's investment in UPG as of March 31, 2009, is $2,644,416.

Note F: Fair Value of Financial Assets and Financial Liabilities

Effective January 1, 2008, the Company adopted the provisions of SFAS No. 157
that relate to our financial assets and financial liabilities ("financial
instruments"). SFAS No. 157 establishes a hierarchy that prioritizes fair value
measurements based on the types of inputs used for the various valuation
techniques (market approach, income approach and cost approach). The levels of
the hierarchy are described below:

o   Level 1:  consists of financial  instruments  whose value is based on quoted
    market prices for identical financial instruments in an active market

                                       13
<PAGE>
Note F: Fair Value of Financial Assets and Financial Liabilities (CONTINUED)

o   Level 2: consists of financial  instruments  that are valued using models or
    other valuation  methodologies.  These models use inputs that are observable
    either directly or indirectly;  Level 2 inputs include (i) quoted prices for
    similar  assets or  liabilities  in active  markets,  (ii) quoted prices for
    identical or similar  assets or  liabilities in markets that are not active,
    (iii) pricing models whose inputs are observable for  substantially the full
    term of the financial  instrument  and (iv) pricing  models whose inputs are
    derived  principally from or corroborated by observable  market data through
    correlation or other means for  substantially the full term of the financial
    instrument

o   Level 3: consists of financial instruments whose values are determined using
    pricing   models  that  utilize   significant   inputs  that  are  primarily
    unobservable,  discounted cash flow methodologies, or similar techniques, as
    well as  instruments  for which the  determination  of fair  value  requires
    significant management judgment or estimation

The  assessment  of the  significance  of a  particular  input to the fair value
measurement  requires  judgment  and  may  affect  the  valuation  of  financial
instruments  and  their  classification  within  the fair  value  hierarchy.  As
required by SFAS No. 157, financial instruments are classified in their entirety
based on the  lowest  level  of  input  that is  significant  to the fair  value
measurement.  There have been no changes in the  classification of any financial
instruments within the fair value hierarchy since our adoption of SFAS No. 157.

Nonrecurring Fair Value Measures

                           March 31,                                 Total
(in millions)                2009      Level 1   Level 2  Level 3    Losses
------------------------------------------------------------------------------
Assets
Equity method investments $2,644,416  $2,644,416  $  --  $  --    $(4,367,891)
------------------------------------------------------------------------------

In  accordance  with  Accounting  Principles  Board  ("APB") No. 18, "The Equity
Method of Accounting  for  Investments  in Common Stock," we recognized an other
than temporary  impairment to other income (expense) of $4,367,891 to adjust our
cost basis in our investment in UPG of approximately $7,916,442 to its estimated
fair value (see Note E ). The valuation  methodology  utilized the quoted market
value of UPG's  publicly  traded  shares.  The  Company's  investment  in UPG is
classified as a Level 1 financial  instrument in accordance  SFAS No. 157 in the
fair value hierarchy,  as the estimated fair value of the investment is based on
observable  inputs.  We believe the estimated fair value is consistent  with the
underlying  principle of SFAS No. 157,  which is that the  estimated  fair value
should represent the exit price from a marketplace participant's perspective.

NOTE G - RELATED PARTY NOTES

The Company holds two unsecured  promissory notes from UPG, one in the amount of
$3,000,000  and a  second  note in the  amount  of  $2,850,000  for a  total  of
$5,850,000.  Both notes are dated  December  20,  2006 and carry the same terms.
These terms provide for quarterly  interest  payments at an annual interest rate
of 6% and principal payments in 16 equal quarterly installments of $365,625 each


                                       14
<PAGE>
NOTE G - RELATED PARTY NOTES (CONTINUED)

beginning  September  20, 2008.  As of March 31, 2009,  the Company has received
$1,096,875 of the principal and  recognized an impairment  charge of $1,425,788,
as discussed  below,  leaving a balance of  $3,327,338,  of which  $1,462,500 is
classified as current and $1,864,838 is classified as long term.

In conjunction  with its evaluation of its investment in UPG described in Note E
above, the Company also evaluated its two unsecured promissory notes from UPG in
the amount of $4,753,125 to determine if an other than temporary  decline in the
fair value of the notes had  occurred.  The principle  inputs in estimating  the
fair  value of the UPG notes was the  possible  impairment  of UPG's  ability to
service the notes in the future given the revenue  decline in the first  quarter
of 2009,  especially from its largest customer,  and the  profitability  decline
from 2007 to the first quarter of 2009. As a result,  the Company  recognized an
impairment  in other income (loss) of $1,425,788 to adjust the cost basis of the
notes to their estimated fair value. As a result,  the carrying value of the UPG
notes as of March 31, 2009,  is  $3,327,338.  The Company is dependent  upon the
interest and  principal  payments on the UPG notes for its cash flow (see Note K
below). The Company does not believe,  however,  that an impairment of the value
of the notes will  negatively  impact its ability to continue as a going concern
over the next twelve months. The Company has sufficient cash on hand to meet its
obligations over the next twelve months.

NOTE H - SHAREHOLDERS' EQUITY

During the three months  ended March 31, 2009 and 2008,  the Company paid a cash
dividend of $6,044 to the holders of its class A Preferred Stock.

NOTE I - LEGAL PROCEEDINGS

The  Company  is  subject  to legal  proceedings  and  claims  that arise in the
ordinary  course of  business.  Management  does not believe that the outcome of
these matters will have a material adverse effect on the Company's  consolidated
financial position,  operating results, or cash flows. However,  there can be no
assurance that such legal  proceedings  will not have a material  impact.  As of
March 31, 2009, the Company is not subject to any ongoing legal proceedings.

NOTE J - COMMITTMENTS

NOTE SUBORDINATION

In 2006,  UPG (then a wholly owned  subsidiary  of the  Company)  obtained a $16
million line of credit from Compass Bank  (guaranteed  by the Company ) that was
to expire on May 5, 2007,  but was extended for 45 days.  On July 31, 2007,  the
bank  terminated the Company's  guaranty of UPG bank  indebtedness.  On July 31,
2007,  (UPG then only 40% owned by the Company) a  subordination  agreement with
the bank was  signed  that  provides  for the  Company  (i) to  subordinate  its
$5,850,000  UPG notes to any Compass Bank loan and (ii) to hold in trust for the
benefit of the bank the principal and interest  payments received by the Company
from UPG on the UPG notes payable to the Company.  The Company sought rescission
or  modification  of  this  subordination  agreement  by  the  bank.  Until  the
resolution of this issue,  the Company  accounted for all payments by UPG on the
notes as  "restricted  cash." On June 17, 2008,  the Company,  the bank, and UPG
signed a "Second Amended and Restated Creditors'  Subordination Agreement" under
which the Company  continues to  subordinate  its $5,850,000 in UPG notes to any

                                       15
<PAGE>
NOTE J - COMMITTMENTS (CONTINUED)

Compass Bank loan but removes the provision  under which the Company was to hold
in trust the principal and interest payments received from UPG on the UPG notes.
The  Company now shall  receive  and may spend all  regular  payments on the UPG
notes.  Accordingly,  the Company no longer  classifies  receipts  under the UPG
notes as restricted  cash. UPG secured a $30 million line of credit with Compass
Bank and has an outstanding loan under the line.

LEASES

During  the  second  quarter of 2007,  AlphaNet  moved into new office  space in
Toronto,  reducing its occupancy  cost. The lease commenced on March 1, 2007 and
will end on April 30,  2009.  During  the third  quarter  of 2008,  the  Company
extended  the office  lease for one year to April 30,  2010 at the same rent and
terms.  AlphaNet leases certain  equipment  located at customer sites as part of
its Office(TM) product.  The following table presents the Company's  commitments
on those leases.

------------- --------- ---------- --------- --------- -----------
Lease            2009      2010      2011       2012      Total
------------- --------- ---------- --------- --------- -----------
Office Space   $48,218    $22,243        -         -     $70,462
------------- --------- ---------- --------- --------- -----------
Equipment      $11,403    $ 4,048    $1,504    $  376    $17,331
------------- --------- ---------- --------- --------- -----------
Total          $59,621    $26,291    $1,504    $  376    $87,793
------------- --------- ---------- --------- --------- -----------

NOTE K - SALE OF INTANGIBLE ASSET

Pursuant to a purchase  agreement  dated January 28, 2008, the Company sold to a
third party two patents which it does not require to conduct its  business.  The
Company received net proceeds of $666,667 after commissions.  Those proceeds are
included as gain on sale of assets - net in the Company's Unaudited Consolidated
Statement of Operations for the three months ended March 31, 2008.

NOTE L - ECONOMIC DEPENDENCE

The Company's primary source of cash is from the interest and principal payments
on the UPG notes.  UPG relies on one customer for a  significant  portion of its
business, representing approximately 45.2% and 45.6% of its net revenues for the
three months ended March 31, 2009 and 2008,  respectively.  Also, the Company is
subject to a  subordination  agreement  among the  Company,  UPG and UPG's bank.
Should  UPG  default  on its  obligations  to its  bank,  it would be  unable to
continue  its interest and  principal  payments to the Company.  Any event which
would cause UPG to be unable to continue  its interest  and  principal  payments
would have an adverse financial impact on the Company.









                                       16
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The  following  discussion  and  analysis  should  be read in  conjunction  with
Zunicom's Unaudited  Consolidated Interim Financial Statements and notes thereto
included  elsewhere  in this Form 10-Q.  Except for the  historical  information
contained  herein,  the  discussion in this Form 10-Q contains  certain  forward
looking statements that involve risks and  uncertainties,  such as statements of
Zunicom's  plans,  objectives,   expectations  and  intentions.  The  cautionary
statements  made in this Form 10-Q  should  be read as being  applicable  to all
related forward-looking statements wherever they appear in this Form 10-Q. These
statements  include,  without  limitation,  statements  concerning the potential
operations and results of the Company described below.  Zunicom's actual results
could differ  materially from those discussed here.  Factors that could cause or
contribute  to such  differences  include,  without  limitation,  those  factors
discussed  herein and in Zunicom's Annual Report on Form 10-K for the year ended
December 31, 2008.

RESULTS OF OPERATIONS

Currently,  the  operations  of Zunicom are conducted  through its  wholly-owned
subsidiary, AlphaNet.

REVENUES

For the three month period ended March 31, 2009, Zunicom, through its wholly
owned subsidiary Alphanet, had consolidated revenues of $161,511 compared to
271,919 for the same period in 2008, a decrease of $110,408 or 40.6%. The
revenue decrease is due principally to a decline in the number of new
installations of the Office(TM) product, decreased renewals, and a drop in
business travel due to the economic recession.

COST OF REVENUES

For the three month period ended March 31, 2009, Zunicom's consolidated cost of
revenues is $26,138 compared to $82,971 for the same period in 2008, a decrease
of $56,833 or 68.5%. The decrease is due to the decline in direct servicing
costs for the Office(TM) product principally in the areas of repairs and
maintenance, installation costs and licensing consistent with the decrease in
new installations.

OPERATING EXPENSES

For the  three  month  period  ended  March  31,  2009,  Zunicom's  consolidated
operating expenses,  consisting of selling,  general and administrative expenses
and  depreciation  and  amortization  of property  and  equipment  decreased  to
$318,600  compared  to  $470,743  for the same  period in 2008,  a  decrease  of
$152,143 or 32.3%.  The decrease is due to a decrease in  operating  expenses of
AlphaNet of $46,480, a decrease in Zunicom's expenses of $94,027, and a decrease
in depreciation of $11,636.

AlphaNet's  selling,  general and  administrative  expenses  for the three month
period  ending  March 31, 2009 were  $187,484  compared to $233,964 for the same
period in 2008,  a decrease  of  $46,480 or 19.9%.  The  decrease  is  primarily
attributable to decreased compensation expense and decreased occupancy costs due


                                       17
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (CONTINUED)

to the relocation of the Toronto office. In February 2009,  AlphaNet's  Canadian
employees were put on a four day week  reflecting the decline in workload due to
decreased business for the Office (TM) product.

Zunicom's selling, general and administrative expenses for the three month
period ending March 31, 2009 were $114,796 compared to $208,823 for the same
period in 2008, a decrease of $94,027 or 45.0%. The decrease is attributable to
decreased accounting and legal fees which were higher in 2008 due to the
issuance of restricted stock and other issues.

For the three month period ending March 31, 2009, the Company recorded $16,320
in depreciation and amortization expense compared to $27,956 in 2008. The
decrease is principally due to declining equipment purchases in AlphaNet
consistent with the decline in the Office(TM) product.

OTHER INCOME / EXPENSE

Zunicom's consolidated interest income for the three month period ended March
31, 2009 was $75,378 compared to interest income of $90,979 for the same period
in 2008, a decrease of $15,601, or 17.1%. The decrease is due to the decrease in
interest on the UPG notes reflecting a decline in the amount of the notes due to
the principal payments. Interest income consists of interest on the UPG notes
plus interest on bank cash balances.

Loss in earnings of investee of $723,504 and loss on equity transactions of
investee of $68,106, respectively, represent Zunicom's share of UPG's net loss
for the three month period ended March 31, 2009 and changes in equity of UPG,
both recorded in accordance with the equity method of accounting for an
unconsolidated investee.

Loss on sale of assets for the three months ended March 31, 2009, is $6,345
compared to a gain of $663,446 for the same period in 2008. The difference is
proceeds from the sale, in June 2008, of two patents no longer required by the
Company offset by loss on disposal of AlphaNet equipment.

The Company evaluated its investment in UPG at March 31, 2009 to determine if an
other than  temporary  decline in fair value below the cost basis had  occurred.
The primary input in estimating  the fair value of the investment was the quoted
market value of UPG publicly traded shares as at March 31, 2009,  which declined
significantly  from the date of the initial  investment  in December  2006. As a
result of the severe decline in the quoted market value, the Company  recognized
an  impairment in other income (loss) of $4,367,891 to adjust the costs basis in
the investment to its estimated fair value.

In conjunction with its evaluation of its investment in UPG described above, the
Company also evaluated its two unsecured promissory notes from UPG in the amount
of $4,753,125 to determine if an other than temporary  decline in the fair value
of the notes had occurred.  The principle inputs in estimating the fair value of
the UPG notes was the possible  impairment of UPG's ability to service the notes
in the future given the revenue decline in the first quarter of 2009, especially
from its largest customer,  and the profitability decline from 2007 to the first
quarter of 2009.  As a result,  the Company  recognized  an  impairment in other


                                       18
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (CONTINUED)

income  (loss)  of  $1,425,788  to adjust  the cost  basis of the notes to their
estimated  fair value.  As a result,  the carrying  value of the UPG notes as of
March 31, 2009, is  $3,327,338.  The Company is dependent  upon the interest and
principal  payments  on the UPG notes for its cash flow (see Note K below).  The
Company does not believe,  however, that an impairment of the value of the notes
will negatively  impact its ability to continue as a going concern over the next
twelve months.  The Company has sufficient  cash on hand to meet its obligations
over the next twelve months and the Company  believes  that any negative  impact
from an  impairment  in the value of the notes would occur toward the end of the
term of the notes.

The Company recognized the other than temporary decline in the value of its
investment in UPG and the impairment in the long term note receivable totaling
$5,793,679 in other income (expense) in its statement of operations.

LIQUIDITY

Zunicom, on a consolidated basis, had cash and cash equivalents of $1,727,085 at
March 31, 2009.

Net cash used in  operating  activities  was $134,927 for the three month period
ended March 31,  2009 as  compared  to $93,682 for the same period in 2008.  The
cash used in  operating  activities  is primarily  attributable  to decreases in
prepaid expenses and other current assets of $11,910,  and accounts receivable -
other of $1,322,  and an increase in accounts  payable of $23,166,  offset by an
increase in accounts  receivable - trade of $4,777,  an increase in inventory of
$1,248 and a decrease in accrued liabilities of $81,199.

Net cash used in investing activities for the three-month period ended March 31,
2009,  was  $20,400 as compared  to net cash  provided of $660,805  for the same
period in 2008. The net cash used in investing activities consisted of purchases
of UPG stock of $20,400.

Net cash provided by financing activities for the three-month period ended March
31, 2009 was $359,581  representing  a principal  payment  received  from UPG of
$365,625  offset  by  $6,044  representing  payment  of a cash  dividend  on the
Company's preferred stock.

In 2006, UPG (then a wholly owned subsidiary of the Company) obtained a $16
million line of credit from Compass Bank (guaranteed by the Company ) that was
to expire on May 5, 2007, but was extended for 45 days. On July 31, 2007, the
bank terminated the Company's guaranty of UPG bank indebtedness.

On July 31,  2007,  (UPG  then only 40% owned by the  Company)  a  subordination
agreement  with  the  bank was  signed  that  provides  for the  Company  (i) to
subordinate  its  $5,850,000 UPG notes to any Compass Bank loan and (ii) to hold
in trust  for the  benefit  of the  bank the  principal  and  interest  payments
received by the Company from UPG on the UPG notes  payable to the  Company.  The
Company sought rescission or modification of this subordination agreement by the
bank. Until the resolution of this issue, the Company accounted for all payments
by UPG on the notes as  "restricted  cash." On June 17, 2008,  the Company,  the
bank,  and UPG signed a "Second  Amended and Restated  Creditors'  Subordination


                                       19
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (CONTINUED)

Agreement"  under which the Company  continues to subordinate  its $5,850,000 in
UPG notes to any Compass  Bank loan but removes  the  provision  under which the
Company was to hold in trust the principal and interest  payments  received from
UPG on the UPG notes.  The Company  now shall  receive and may spend all regular
payments  on the UPG  notes.  Accordingly,  the  Company  no  longer  classifies
receipts under the UPG notes as restricted  cash. UPG secured a $30 million line
of credit with Compass Bank and has an outstanding loan under the line.

Zunicom  management  believes  that cash on hand will be  sufficient to meet its
operational needs over the next year.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange

Our customers are primarily located in the U.S. and a few customers in Canada.
Our exchange rate risk between the US and Canadian dollar is minimal because we
conduct so little business in Canada. In addition, the aggregate impact of any
likely exchange rate fluctuations would be immaterial as most payments are made
in U.S. dollars. We have not used derivative instruments to hedge our foreign
exchange risks though we may choose to do so in the future.

Interest Rates

We currently have no direct borrowings and therefore are not exposed to market
rate risk for changes in interest rates. In addition, our notes receivable from
UPG are at fixed rates of interest.

ITEM 4. CONTROLS AND PROCEDURES

The Company's management, including the Company's principal executive officer
and principal financial officer, has evaluated the effectiveness of the
Company's disclosure controls and procedures (as defined in Rules 13(a) - 15(e)
and 15(d) - 15(e) under the Securities Exchange Act of 1934) as of the three
months ended March 31, 2009. Based upon that evaluation, the Company's principal
executive officer and principal financial officer have concluded that the
disclosure controls and procedures were effective as of March 31, 2009 to insure
that the information required to be disclosed by us in the reports filed or
submitted by us under the Securities Exchange Act of 1934, as amended, was
recorded, processed, summarized or reported within the time periods specified in
the rules and regulations of the SEC, and included controls and procedures
designed to ensure that information required to be disclosed by us in such
reports was accumulated and communicated to management, including our principal
executive officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosures.

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




                                       20
<PAGE>
PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None

Item 6. Exhibits.

a.     The following exhibits are filed as part of this report or incorporated
       herein as indicated.

          3.1 Articles of Incorporation, as amended (incorporated by reference
          to the Company's Registration Statement on Form SB-2, Commission File
          No. 33-98662, filed on October 30, 1995 and amended on January 5, 1996
          and January 23, 1996).

          3.2 Certificate of Designation (incorporated by reference to the
          Company's Registration Statement on Form SB-2, Commission File No.
          33-98662, filed on October 30, 1995 and amended on January 5, 1996 and
          January 23, 1996).

          3.2A Amended Certificate of Designation (incorporated by reference to
          the Company's Registration Statement on Form SB-2, Commission File
          No.33-98662, filed on October 30, 1995 and amended on January 5, 1996
          and January 23, 1996).

          3.3 Bylaws (incorporated by reference to the Company's Registration
          Statement on Form SB-2, Commission File No. 33-98662, filed on October
          30, 1995 and amended on January 5, 1996 and January 23, 1996).

          10.1 Second Amended and Restated Creditors Subordination Agreement
          (incorporated by reference to the Company's Quarterly Report on Form
          10-Q for the Quarter ended June 30, 2008, Commission File No.
          0-27210, filed August 14, 2008)

          14.1 Code of Ethics and Business Conduct as adopted March 30, 2004
          (incorporated by reference to the Company's Annual Report on Form 10-K
          for the Fiscal Year ended December 31, 2003, Commission File No.
          0-27210, filed March 31, 2004)

          31.1 Certification of Chief Executive Officer Pursuant to Section 302
          of the Sarbanes-Oxley Act of 2002*

          31.2 Certification of Chief Financial Officer Pursuant to Section 302
          of the Sarbanes-Oxley Act of 2002*

          32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C.
          Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002*

          32.2 Certification of 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.

                                       21

<PAGE>
                                    Signature
                                    ---------

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



                                       Zunicom, Inc.
                                       -----------------------------
                                       (Registrant)

Date:  May 14, 2009                    /s/ John C. Rudy
                                       --------------------------------
                                       John C. Rudy
                                       Chief Financial Officer
                                       (principal financial officer)







































                                       22