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 June 30, 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 July 31, 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 June 30, 2009
and Consolidated Balance Sheet at December 31, 2008. . . . . . . . . . 4

Unaudited Consolidated Statements of Operations for the
Three and six months ended June 30, 2009 and 2008 . . . . . . . . . . .6

Unaudited Consolidated Statements of Cash Flows for the
six months ended June 30, 2009 and 2008 . . . . . . . . . . . . . . . .8

Notes to Unaudited Consolidated Financial Statements . . . . . . . . . 9

Item 2.  Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . . . . .  20

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.  26

Item 4.  Controls and Procedures. . . . . . . . . . . . . . . . . .   26


PART II - Other Information

Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . .  26

Item 6.  Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . .  27

Signature. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

Certifications




















                                        3
<PAGE>
PART  I  -  FINANCIAL  INFORMATION
----------------------------------
Item  1.  Financial  Statements
                                  ZUNICOM, INC.
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                                 June 30, 2009  December 31,2008
                                                 (unaudited)
                                                -------------- ----------------
CURRENT ASSETS
 Cash and cash equivalents                       $  1,892,727  $   1,522,831
 Accounts receivable - trade, net of
   allowance for doubtful accounts
   of $0 and $0                                         2,323          2,585
 Interest receivable from unconsolidated
   investee                                             7,212         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             76,289         47,463
                                                 ------------  -------------
    Total current assets                            3,449,444      3,053,103

PROPERTY AND EQUIPMENT
 Business center equipment                            402,435        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                    1,039,522      1,124,408

 Less accumulated depreciation and amortization    (1,004,177)    (1,052,157)
                                                 ------------  -------------
    Net property and equipment                         35,345         72,251
                                                 ------------  -------------
NOTES RECEIVABLE FROM UNCONSOLIDATED INVESTEE       1,499,213      3,656,250

INVESTMENT IN UNCONSOLIDATED INVESTEE               2,954,026      7,916,442
                                                 ------------  -------------
TOTAL ASSETS                                     $  7,938,028  $  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


                                                June 30, 2009  December 31,2008
                                                 (unaudited)
                                                -------------- ----------------
CURRENT LIABILITIES
 Accounts payable                                     329,947         333,757
 Accrued liabilities                                   85,537         184,054
 Dividends payable                                      5,419              --
                                                -------------   -------------
    Total current liabilities                         420,903         517,811
                                                -------------   -------------
NON-CURRENT DEFERRED TAX LIABILITY                  2,058,113       4,299,878
                                                -------------   -------------
TOTAL LIABILITIES                                   2,479,016       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
  June 30, 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                          9,076,176       9,181,333
Retained earnings (deficit)                        (3,774,707)        539,209
                                                -------------   -------------
      Total stockholders' equity                    5,459,012       9,880,357
                                                -------------   -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $   7,938,028   $  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 and Six Months Ended June 30, 2009 and 2008

                           For the three months ended  For the six months ended
                           -------------------------  -------------------------
                                   June 30,                    June 30,
                                   --------                    --------
                              2009          2008          2009          2008
                              ----          ----          ----          ----
REVENUES
Service revenue          $    146,643  $    258,217 $     308,154  $    530,136
                         ------------  ------------ -------------  ------------
COST OF REVENUES
Direct servicing costs         44,106        77,954        70,244       160,925
                         ------------  ------------ -------------  ------------
GROSS PROFIT                  102,537       180,263       237,910       369,211

OPERATING EXPENSES
 Selling, general and
  administrative              304,956       391,239       607,236       834,026
Depreciation and
  amortization of property
  and equipment                11,794        25,686        28,114        53,642
                         ------------  ------------ -------------  ------------
                              316,750       416,925       635,350       887,668
                         ------------  ------------ -------------  ------------
LOSS FROM OPERATIONS         (214,213)     (236,662)     (397,440)     (518,457)

OTHER INCOME (EXPENSES)
 Interest income (expense)
  net, including $69,058,
  $87,510,$143,465, and
  $174,541 from related
  parties                      70,157        88,544      145,535        179,523
Equity (loss) in earnings
  of investee                 241,504       178,822     (482,000)       392,081
Loss on impairment                --            --    (5,793,679)            --
 Other, net                    63,065         4,078      (16,636)       671,519
                         ------------  ------------  ------------  ------------
                              374,726       271,444   (6,146,780)     1,243,123
                         ------------  ------------  ------------  ------------
INCOME (LOSS) BEFORE PROVISION
  FOR INCOME TAXES            160,512        34,782   (6,544,220)       724,666

PROVISION FOR INCOME TAXES      1,092       (39,125)   2,241,765       (301,897)
                         ------------  ------------  ------------  ------------
NET INCOME (LOSS)        $    161,604 $      (4,343) $(4,302,455)  $    422,769
                         ============  ============  ============  ============
Net income (loss)
attributable to common
stockholders             $    156,185 $     (9,922)  $(4,313,918)  $   411,146
                         ============  ============  ============  ============

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

                                        6
<PAGE>
                                  ZUNICOM, INC.
          UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS For the Three
               Months and Six Months Ended June 30, 2009 and 2008
                                   (Continued)


                           For the three months ended  For the six months ended
                           -------------------------  -------------------------
                                   June 30,                    June 30,
                                   --------                    --------
                              2009          2008          2009          2008
                              ----          ----          ----          ----
Net income (loss) per share
 attributable to common
 stockholders
    Basic                $       0.02  $   (0.0001)  $      (0.44)  $      0.04
                         ============  ============  ============  ============
    Diluted              $       0.02  $   (0.0001)  $      (0.44)  $      0.04
                         ============  ============  ============  ============

Number of weighted average
 shares of common stock
 outstanding
    Basic                   9,733,527     9,957,196     9,759,891     9,957,196
                         ============  ============  ============  ============
    Diluted                 9,853,943     9,957,196     9,759,891    10,143,260
                         ============  ============  ============  ============





























            The accompanying footnotes are an integral part of these
                       consolidated financial statements.
                                        7
<PAGE>
                                  ZUNICOM, INC.
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
               For The Six Months Ended June 30, 2009 and 2008

                                                         2009          2008
                                                   ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                  $ (4,302,455) $    422,769
Adjustments to reconcile net income to net
   cash used in operating activities:
 Depreciation and amortization of property
   and equipment                                         28,114        53,642
 Impairment of investment in UPG                      4,367,891             -
 Impairment in value of UPG notes                     1,425,788             -
 Write off of property and equipment                      8,792         4,437
 Other                                                        -       (19,270)
 Equity (loss) in earnings of investee                  482,000      (392,081)
 Non-cash stock-based compensation                       25,496        64,437
 Provision for income taxes                          (2,241,765)      301,897
 Sale of intangible asset                                     -      (666,667)
 Change in operating assets and liabilities:
 Accounts receivable - trade                                264        10,185
 Accounts receivable - other                              3,366       (86,548)
 Inventories                                             (1,247)        6,420
 Prepaid expenses and other current assets              (28,826)      (20,131)
 Accounts payable                                        (3,810)       75,818
 Accrued liabilities                                    (98,518)      (24,246)
 Dividends payable                                        5,419        (5,579)
                                                   ------------  ------------
 Net cash used in operating
   activities                                          (329,491)     (274,917)
                                                   ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of property and equipment                           -       (20,328)
 Sale of intangible asset                                     -       666,667
 Purchase of UPG stock                                  (20,400)            -
                                                   ------------  ------------
 Net cash provided by (used in) investing
   activities                                           (20,400)      646,339

CASH FLOWS FROM FINANCING ACTIVITIES
 Principal payments on notes receivable                 731,250             -
 Dividends paid on preferred stock                      (11,463)      (11,623)
                                                   ------------  ------------
 Net cash provided by(used in)financing activities      719,787       (11,623)
                                                   ------------  ------------

NET INCREASE  IN CASH AND CASH EQUIVALENTS              369,896       359,799
Cash and cash equivalents at beginning of period      1,522,831       516,276
                                                   ------------  ------------
Cash and cash equivalents at end of period            1,892,727       876,075
                                                   ============  ============
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid                                      $          -  $        784
                                                   ============  ============
            The accompanying footnotes are an integral part of these
                       consolidated financial statements.
                                        8
<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 and six month period  ended June 30,  2009.  The results for the three
and six month period ended June 30, 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"),  completed an underwritten  initial public offering
which resulted in the Company's ownership interest in UPG being reduced from 100
percent to an 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.  Prior to
2009, the Company had adopted the income  statement gain  recognition  method of
accounting  for  issuances of an investee's  stock in accordance  with SEC Staff
Accounting Bulletin No. 51. In connection with the adoption of SFAS 160 in 2009,
this  method was  changed  and the Company  now  accounts  for  issuances  of an
investee's stock as equity  transactions.  During the first quarter of 2009, the
Company acquired an additional 16,550 shares of UPG bringing its interest in UPG
to 41.0%.




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

Recent accounting pronouncements

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  with no  impact  on its  financial  position  or  results  of
operation.  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 six months ended June 30,
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

                                       10
<PAGE>
NOTE B - BASIS OF PRESENTATION (CONTINUED)

ownership interest in the consolidated  entity that should be reported as equity
in the consolidated  financial  statements.  This statement  changes the way the
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 six months ended June
30, 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 six months
ended June 30, 2009.

On April 1, 2009,  the Company  implemented  Statement of  Financial  Accounting
Standard No.165,  "Subsequent  Events," ("SAS 165").  This standard  establishes
general  standards of  accounting  for events that occur after the balance sheet
date but before  financial  statements are issued.  The adoption of SFAS 165 did
not  impact  our  financial  position  or results  of  operations.  The  Company
evaluated  all events or  transactions  that  occurred  after  June 30,  2009 up
through the date these financial statements were issued.  During this period the
Company did not have any recognizable subsequent events.

On January 1, 2009, the Company adopted  Emerging Issues Task Force (EITF) Issue
No. 08-6, "Equity Method Investment Accounting  Considerations " ("EITF 08-6") ,
which  clarifies  the  accounting  for  certain   transactions   and  impairment
considerations  involving equity method  investments.  The adoption of EITF 08-6
did not have an impact on the Company's consolidated financial statements.

In April 2009, the FASB issued FSP SFAS 107-1 and APB 28-1, "Interim Disclosures
about Fair Value of  Financial  Instruments",  or FSP 107-1,  which will require
that the fair value disclosures  required for all financial  instruments  within
the scope of SFAS 107, "Disclosures about Fair Value of Financial  Instruments",
be included in interim financial statements.  This FSP also requires entities to
disclose the method and significant  assumptions used to estimate the fair value
of financial  instruments  on an interim and annual  basis and to highlight  any
changes from prior  periods.  FSP 107-1 is effective for interim  periods ending
after June 15, 2009. The adoption of FSP 107-1 did not have a material impact on
the Company's consolidated financial statements.

In June  2009,  the FASB  approved  its  Accounting  Standards  Codification  or
Codification as the single source of authoritative  United States accounting and
reporting  standards  applicable  for all  non-governmental  entities,  with the


                                       11
<PAGE>
NOTE B - BASIS OF PRESENTATION (CONTINUED)

exception  of the  SEC  and its  staff.  The  Codification,  which  changes  the
referencing of financial standards, is effective for interim or annual financial
periods  ending after  September  15, 2009.  Therefore,  in the third quarter of
fiscal year 2009, all references  made to US GAAP will use the new  Codification
numbering system  prescribed by the FASB. As the Codification is not intended to
change or alter  existing US GAAP,  it is not expected to have any impact on the
Company's condensed consolidated  financial statements.

NOTE C - STOCK-BASED COMPENSATION

Stock-based  compensation  expense recognized in the statement of operations for
the  three  and  six  months  ended  June  30,  2009  of  $12,819  and  $25,496,
respectively,  represents the  amortization of the restricted stock grant to our
chairman  in 2007.  The  stock-based  compensation  for the three and six months
ended June 30, 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, and $25,638, respectively.

As of June 30,  2009,  $102,126 of the  restricted  stock grant to our  chairman
remains  unamortized and $67,102 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 six
months ended June 30, 2009 and 2008:

                                          For the Six Months     Ended June 30,
                                                 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

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

   Activity and Summary

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








                                       12
<PAGE>
NOTE C - STOCK-BASED COMPENSATION (CONTINUED)
                                                              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 June 30, 2009               525,000   $           0.85
                                           ===============   ================

The following table summarizes stock options outstanding under the 1999 and 2000
stock option plans at June 30, 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         2.2 $   0.90     400,000 $   0.90

$ 1.75               25,000         9.6 $   1.75      25,000 $   1.75

$ 0.45              100,000         4.8 $   0.45     100,000 $   0.45
                ----------- ----------- -------- ----------- --------
$ 0.45 - $ 1.75     525,000         3.1 $   0.85     425,000 $   0.85
                =========== =========== ======== =========== ========

At June 30, 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
June 30, 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
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


                                       13
<PAGE>
NOTE C - STOCK-BASED COMPENSATION (CONTINUED)

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 $5,419, $11,463,  $5,579, and $11,623 for the three
and six  months  ended June 30,  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 and six months  ended June 30,
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 been included in the  computation of dilutive net income per share for
the  three  months  ended  June  30,  2009,  but has not  been  included  in the
computation  of dilutive  net income per share for the six months ended June 30,
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
accounting  for the three and six month  period  ended  June 30,  2009 and 2008.
Following  is a summary of  financial  information  of UPG for the three and six
months ended June 30, 2009 and 2008:



                                       14
<PAGE>
NOTE E - UNCONSOLIDATED SUBSIDIARY - INVESTEE (CONTINUED)

                                      Three and Six Months Ended June 30,
                              ----------- ----------- ----------- -----------
                                  2009        2008       2009         2008
                              ----------- ----------- ----------- -----------
                                              ($ in thousands)
----------------------------- ----------- ----------- ----------- -----------
Net revenues                  $   27,947  $   30,200  $   55,636  $   59,724
----------------------------- ----------  ----------  ----------  ----------
Cost of revenues                  22,993      25,685      45,724      50,735
----------------------------- ----------  ----------  ----------  ----------
Gross profit                       4,954       4,515       9,912       8,989
----------------------------- ----------  ----------  ----------  ----------
Operating expenses                 3,787       3,471       9,951       6,771
----------------------------- ----------  ----------  ----------  ----------
Income (Loss) from operations      1,168       1,044         (39)      2,218
----------------------------- ----------  ----------  ----------  ----------
Interest expense                    (233)       (247)       (481)       (502)
----------------------------- ----------  ----------  ----------  ----------
Other income                           -          .5           -          .5
----------------------------- ----------  ----------  ----------  ----------
Income (Loss) from operations
 before income tax provision         934         798        (520)      1,717
----------------------------- ----------  ----------  ----------  ----------
Income tax provision                (322)       (327)       (618)       (690)
                              ----------  ----------  ----------  ----------
Net income (Loss)             $      612  $      471  $   (1,138)      1,027
                              ==========  ==========  ==========  ==========

Following is a summary of the balance sheets for UPG for the six months ended
June 30, 2009 and December 31, 2008.

                                               June 30, 2009 December 31, 2008
                                                       ($ in thousands)
                                               -------------   --------------
Current assets                                        47,150           53,633
Noncurrent assets                                      2,389            2,107
Current liabilities                                   27,177           32,975
Noncurrent liabilities                                 4,735            4,055
Shareholders' equity                                  17,627           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 June 30, 2009, is $3,023,888.  The Company
has determined  that there are no further  impairments in the three months ended
June 30, 2009.




                                       15
<PAGE>
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

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.

The estimated  fair value of cash  equivalents,  accounts  receivable,  accounts
payable,  and accrued liabilities  approximate their carrying amounts due to the
relatively short maturity of these  instruments.  None of these  instruments are
held for trading purposes.

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)
Notes receivable          $3,327,338  $3,327,338                  $(1,425,788)
------------------------------------------------------------------------------




                                       16
<PAGE>
Note F: Fair Value of Financial Assets and Financial Liabilities (CONTINUED)

In  accordance  with  Accounting  Principles  Board  ("APB") No. 18, "The Equity
Method of Accounting for Investments in Common Stock," we recognized as at March
31,  2009,  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.  The Company has determined that there are no further
impairments in the three months ended June 30, 2009.

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
beginning  September  20, 2008.  As of June 30,  2009,  the Company has received
$1,462,500 of the principal and  recognized an impairment  charge of $1,425,788,
as discussed  below,  leaving a balance of  $2,961,713,  of which  $1,462,500 is
classified as current and $1,499,213 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 June 30, 2009, is $2,961,713.  The Company has determined that there
are no further  impairments in the three months ended June 30, 2009. 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 and six months ended June 30, 2009 and 2008, the Company paid a
cash  dividend  of$5,419,  $11,463,  $5,579,  and $11,623  respectively,  to the
holders of its class A Preferred Stock.






                                       17
<PAGE>
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
June 30, 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 withthe
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 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 commitmentson
those leases.

------------- --------- ---------- --------- --------- -----------
Lease            2009      2010      2011       2012      Total
------------- --------- ---------- --------- --------- -----------
Office Space   $31,780    $23,911         -         -    $55,691
------------- --------- ---------- --------- --------- -----------
Equipment      $ 5,050    $ 5,240    $1,504    $  376    $12,170
------------- --------- ---------- --------- --------- -----------
Total          $36,830    $29,151    $1,504    $  376    $67,861
------------- --------- ---------- --------- --------- -----------




                                       18
<PAGE>
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 six months ended June 30, 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 37%, 36%, 36%, and 36% of its net revenues
for the three and six months ended June 30, 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.






































                                       19
<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.

Three months ended June 30, 2009

REVENUES

For the three month  period  ended June 30,  2009,  Zunicom,  through its wholly
owned subsidiary  Alphanet,  had consolidated  revenues of $146,643  compared to
258,217  for the same  period in 2008,  a decrease  of  $111,574  or 43.2%.  The
revenue  decrease is due principally to a decline in the number of 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 June 30, 2009,  Zunicom's  consolidated cost of
revenues is $44,106  compared to $77,954 for the same period in 2008, a decrease
of $33,848 or 43.4%.  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
installations.

GROSS PROFIT

For the three  month  period  ended June 30,  2009,  Zunicom's  gross  profit is
$102,537 compared to $180,263 for the same period in 2008, a decrease of $77,726
or 43.1%.  Gross  profit as a percent of revenue  is 69.9% in 2009  compared  to
69.8% in 2008.

OPERATING EXPENSES

For the three month period ended June 30, 2009, Zunicom's consolidated operating
expenses,  consisting  of  selling,  general  and  administrative  expenses  and
depreciation  and  amortization of property and equipment  decreased to $316,750


                                       20
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (CONTINUED)

compared  to  $416,925  for the same  period in 2008,  a decrease of $100,175 or
24.0%.  The decrease is due to a decrease in  operating  expenses of AlphaNet of
$53,838,  a decrease  in  Zunicom's  expenses  of  $32,445,  and a  decrease  in
depreciation of $13,892.

AlphaNet's  selling,  general and  administrative  expenses  for the three month
period  ended June 30, 2009 were  $167,144  compared  to  $220,982  for the same
period in 2008,  a decrease  of  $53,838 or 24.4%.  The  decrease  is  primarily
attributable to decreased compensation expense and decreased occupancy costs due
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  ended June 30, 2009 were  $137,811  compared  to  $170,257  for the same
period in 2008, a decrease of $32,446 or 19.1%.  The decrease is attributable to
decreased  accounting  fees and travel expenses which were higher in 2008 due to
additional expense related to Sarbanes Oxley compliance and other issues.

For the three month period ended June 30, 2009, the Company  recorded $11,794 in
depreciation and amortization  expense compared to $25,686 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 June 30,
2009 was $70,157  compared to interest  income of $88,544 for the same period in
2008,  a decrease of $18,387,  or 20.8%.  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.

Equity in earnings of investee of $241,504  represent  Zunicom's  share of UPG's
net income for the three month period ended June 30, 2009 recorded in accordance
with the equity method of accounting for an unconsolidated investee.

Other,  net,  represents loss on sale of assets and loss on foreign exchange for
the three months ended June 30, 2009, of $5,042  compared to $5,557 for the same
period in 2008, and gain on equity  transactions of investee of $68,106 compared
with $9,635 for the same period in 2008.

INCOME TAXES

The provision for income taxes represents  changes in the Company's  non-current
deferred tax liability resulting from its loss from operations and the impact of
book, tax differences on its excess loss account.







                                       21
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (CONTINUED)

Six months ended June 30, 2009

REVENUES

For the six month period ended June 30, 2009, Zunicom,  through its wholly owned
subsidiary Alphanet,  had consolidated  revenues of $308,154 compared to 530,136
for the same  period in 2008,  a decrease  of  $221,982  or 41.9%.  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 six month  period ended June 30, 2009,  Zunicom's  consolidated  cost of
revenues is $70,244 compared to $160,925 for the same period in 2008, a decrease
of $90,681 or 56.3%.  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.

GROSS PROFIT

For the six month period ended June 30, 2009, Zunicom's gross profit is $237,910
compared  to  $369,211  for the same  period in 2008,  a decrease of $131,301 or
35.6%.  Gross profit as a percent of revenue is 77.2% in 2009  compared to 69.6%
in 2008. Due to the continuing decline in volume,  repairs and maintenance costs
were significantly lower in the first quarter of 2009.

OPERATING EXPENSES

For the six month period ended June 30, 2009, Zunicom's  consolidated  operating
expenses,  consisting  of  selling,  general  and  administrative  expenses  and
depreciation  and  amortization of property and equipment  decreased to $635,350
compared  to  $887,668  for the same  period in 2008,  a decrease of $252,318 or
28.4%.  The decrease is due to a decrease in  operating  expenses of AlphaNet of
$129,487,  a decrease  in  Zunicom's  expenses  of  $97,303,  and a decrease  in
depreciation of $25,528.

AlphaNet's selling, general and administrative expenses for the six month period
ended June 30, 2009 were  $356,433  compared to $485,920  for the same period in
2008, a decrease of $129,487 or 26.6%. The decrease is primarily attributable to
decreased  compensation  expense  and  decreased  occupancy  costs  due  to  the
relocation of the Toronto office.  Also,  equipment costs and supplies  expenses
are lower  reflecting  the  decrease in  business  activity.  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 six month period
ended June 30, 2009 were  $250,803  compared to $348,106  for the same period in
2008, a decrease of $97,303 or 28.0%.  The decrease is attributable to decreased
accounting  and legal fees which were higher in 2008 due to  additional  expense
related  to  Sarbanes  Oxley  compliance  and  other  issues,  and  lower  stock
compensation.  There were no stock options  issued in the six month period ended
June 30, 2009.

                                     22
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (CONTINUED)

For the six month period ended June 30, 2009,  the Company  recorded  $28,114 in
depreciation and amortization  expense compared to $53,642 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 six month period ended June 30,
2009 was $145,535 compared to interest income of $179,523 for the same period in
2008,  a decrease of $33,988,  or 18.9%.  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 $482,000 represent  Zunicom's share of UPG's net
loss for the six month period ended June 30, 2009  recorded in  accordance  with
the equity method of accounting for an unconsolidated investee.

Other,  net,  represents loss on sale of assets and loss on foreign exchange for
the six months ended June 30, 2009, of $16,637  compared to $14,417 for the same
period in 2008,  and gain on equity  investment  of investee of $0.0 compared to
$19,270  for the same  period in 2008.  In 2008,  the loss on sale of assets and
foreign  exchange were offset by the proceeds of $666,667 from the sale, in June
2008, of two patents no longer required by the Company.

INCOME TAXES

The provision for income taxes represents  changes in the Company's  non-current
deferred tax liability resulting from its loss from operations and the impact of
book, tax differences on its excess loss account. The provision for income taxes
for the six month period ended June 30, 2009,  of  $2,241,765  resulted from the
change in book, tax differences  from the impairment  charges  recognized in the
first quarter of 2009.

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
income  (loss)  of  $1,425,788  to adjust  the cost  basis of the notes to their


                                       23
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (CONTINUED)

estimated  fair value.  As a result,  the carrying  value of the UPG notes as of
June 30, 2009,  is  $2,961,713.  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 $1,892,727 at
June 30, 2009.

Net cash used in operating activities was $329,491 for the six month periodended
June 30, 2009 as compared to $274,917 for the same period in 2008. The cash used
in operating  activities  is primarily  attributable  to decreases in inventory,
prepaid  expenses  and other  current  assets,  accounts  payable,  and  accrued
liabilities  of  $132,401,  offset  by  increases  in  accounts  receivable  and
dividends payable of $9,049.  Changes in non-cash charges consisted of increases
in  depreciation,  impairment  of the  investment  in UPG  and  the  UPG  notes,
write-off  of  property  and  equipment,  equity in earnings  of  investee,  and
stock-based  compensation  of $6,338,081,  offset by decreases in loss on equity
transactions of investee and provision for income taxes of $2,241,765.

Net cash used in investing activities for the six month period ended June 30,
2009, was $20,400 as compared to net cash provided of $646,339 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 six month period ended June
30, 2009 was  $719,787  representing  principal  payments  received  from UPG of
$731,250  offset  by  $11,463  representing  payment  of cash  dividends  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.










                                       24
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (CONTINUED)

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 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.



































                                       25
<PAGE>
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 six
months ended June 30, 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 June 30, 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.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None












                                       26
<PAGE>
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.











                                       27
<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:  August 13, 2009                    /s/ John C. Rudy
                                       --------------------------------
                                       John C. Rudy
                                       Chief Financial Officer
                                       (principal financial officer)







































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