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, 2008

                                       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 August 11, 2008, 9,957,196 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, 2008
and audited Consolidated Balance Sheet at December 31, 2007. . . . .   4

Unaudited Consolidated Statements of Operations for the
three months and six months ended June 30, 2008 and 2007 . . . . . . . 6

Unaudited Consolidated Statements of Cash Flows for the
six months ended June 30, 2008 and 2007 . . . . . . . . . . . . . . .  8

Notes to Unaudited Consolidated Financial Statements . . . . . . . . .10

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.  21

Item 4.  Controls and Procedures. . . . . . . . . . . . . . . . . .   21


PART II - Other Information

Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . .  22

Item 6.  Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . .  22

Signature. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23

Certifications




















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

                          ZUNICOM, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS


                                                June 30, 2008  December 31,2007
                                                 (unaudited)      (audited)
                                                -------------- ----------------
CURRENT ASSETS
 Cash and cash equivalents                       $    876,075  $    165,276
 Restricted cash (1)                                        -       351,000

 Accounts receivable - trade, net of
   allowance for doubtful accounts
   of $4,399 and $6,300                                 1,092        11,278
 Interest receivable from unconsolidated
   investee                                            97,126        10,578
 Note receivable from unconsolidated
   investee - Current portion (1)                   1,462,500       731,250
 Inventories - finished goods                          15,175        21,595
 Prepaid expenses and other current assets             76,985        56,854
                                                 ------------  ------------
    Total current assets                            2,528,953     1,347,831

PROPERTY AND EQUIPMENT
 Business center equipment                            594,067       666,142
 Machinery and equipment                              447,506       719,615
 Computer equipment                                   147,107       146,709
 Furniture and fixtures                                30,097        30,097
 Leasehold improvements                                12,377        12,377
                                                 ------------  ------------
    Total property and equipment                    1,231,154     1,574,940

 Less accumulated depreciation and amortization    (1,120,059)   (1,426,095)
                                                 ------------  ------------
    Net property and equipment                        111,095       148,845
                                                 ------------  ------------
NOTES RECEIVABLE FROM UNCONSOLIDATED INVESTEE (1)   4,387,500     5,118,750

INVESTMENT IN UNCONSOLIDATED INVESTEE               7,831,470     7,420,119
                                                 ------------  ------------
TOTAL ASSETS                                     $ 14,859,018  $ 14,035,545
                                                 ============  ============

(1) See Note I Commitments - Note Subordination in the footnotes to our
consolidated financial statements.



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

                                        4
<PAGE>
                          ZUNICOM, INC. AND SUBSIDIARY
                UNAUDITED CONSOLIDATED BALANCE SHEETS - Continued

                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                 June 30, 2008 December 31,2007
                                                 (unaudited)      (audited)
                                                -------------- ----------------
CURRENT LIABILITIES
 Accounts payable                                     314,977         239,159
 Accrued liabilities                                  117,581         141,827
 Dividends payable                                          -           5,579
                                                -------------   -------------
    Total current liabilities                         432,558         386,565
                                                -------------   -------------
NON-CURRENT DEFERRED TAX LIABILITY                  4,369,908       4,068,011
                                                -------------   -------------
TOTAL LIABILITIES                                   4,802,466       4,454,576
                                                -------------   -------------
STOCKHOLDERS' EQUITY

Preferred stock - $1.00 par value, 1,000,000
  shares authorized; 61,988 and 61,988 Class
  A Preferred Shares issued and outstanding;
  liquidation preference of $325,437 as
  of June 30, 2008                                     61,988          61,988
Common stock - $0.01 par value; 50,000,000
  shares authorized; 9,957,196 and
   8,891,394 shares issued and out-
   standing                                            99,571          99,571
Additional paid-in capital                          9,153,671       9,089,234
Retained earnings                                     741,322         330,176
                                                -------------   -------------
      Total stockholders' equity                   10,056,552       9,580,969
                                                -------------   -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         14,859,018      14,035,545
                                                =============   =============















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


                                        5
<PAGE>
                          ZUNICOM, INC. AND SUBSIDIARY
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
        For the Three Months and Six Months Ended June 30, 2008 and 2007

                           For the three months ended  For the six months ended
                           -------------------------  -------------------------
                                   June 30,                    June 30,
                                   --------                    --------
                              2008          2007          2008          2007
                              ----          ----          ----          ----
REVENUES
Service revenue          $    258,217  $    415,028 $     530,136  $    800,880
                         ------------  ------------ -------------  ------------
COST OF REVENUES
Direct servicing costs         77,954       110,226       160,925       220,792
                         ------------  ------------ -------------  ------------
GROSS PROFIT                  180,263       304,802       369,211       580,088

OPERATING EXPENSES
 Selling, general and
  administrative              391,239       509,020       834,026       952,940
Depreciation and
  amortization of property
  and equipment                25,686        31,997        53,642        65,165
                         ------------  ------------ -------------  ------------
                              416,925       541,017       887,668     1,018,105
                         ------------  ------------ -------------  ------------
LOSS FROM OPERATIONS         (236,662)     (236,215)     (518,457)     (438,017)

OTHER INCOME (EXPENSES)
 Interest income (expense)
  net, including $87,510,
  $86,548, $174,541, and
  $174,058 from related
  parties                      88,544       101,117      179,523       258,737
 Equity in earnings of
  investee                    178,822       292,965      392,081       440,149
 Gain on equity
  transactions of investee      9,635           210       19,270        18,725
 Other, net                    (5,557)       (3,530)     652,249       (12,440)
                         ------------  ------------  ------------  ------------
                              271,444       390,762     1,243,123       705,171
                         ------------  ------------  ------------  ------------
INCOME BEFORE PROVISION
  FOR INCOME TAXES             34,782       154,547       724,666       267,154

PROVISION FOR INCOME TAXES    (39,125)            -      (301,897)            -
                         ------------  ------------  ------------  ------------
NET INCOME (LOSS)        $     (4,343) $    154,547  $    422,769  $    267,154
                         ============  ============  ============  ============
Net income (loss)
attributable to common
stockholders             $     (9,922) $    148,998  $    411,146  $    253,094
                         ============  ============  ============  ============

            The accompanying footnotes are an integral part of these
                       consolidated financial statements.
                                        6
<PAGE>
                          ZUNICOM, INC. AND SUBSIDIARY
                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
        For the Three Months and Six Months Ended June 30, 2008 and 2007
                                  (Continued)


                           For the three months ended  For the six months ended
                           -------------------------  -------------------------
                                   June 30,                    June 30,
                                   --------                    --------
                              2008          2007          2008          2007
                              ----          ----          ----          ----
Net income per share
 attributable to common
 stockholders
    Basic                $    (0.0001)  $      0.02  $       0.04  $       0.03
                         ============  ============  ============  ============
    Diluted              $    (0.0001)  $      0.02  $       0.04  $       0.03
                         ============  ============  ============  ============
Cash dividends per share $          -  $          -  $       0.80  $       0.80
                         ============  ============  ============  ============
Number of weighted average
 shares of common stock
 outstanding
    Basic                   9,957,196     9,005,383     9,957,196     8,952,796
                         ============  ============  ============  ============
    Diluted                 9,957,196     9,129,359    10,143,260     9,112,884
                         ============  ============  ============  ============
























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



                                        7

<PAGE>
                          ZUNICOM, INC. AND SUBSIDIARY
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For The Six Months Ended June 30, 2008 and 2007

                                                         2008          2007
                                                   -------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                         $     422,769  $    267,154
Adjustments to reconcile net income to net
   cash used in operating activities:
 Depreciation and amortization of property
   and equipment                                          53,642        65,165
Gain on equity transactions of investee                  (19,270)      (18,725)
 Equity in earnings of investee                         (392,081)     (440,149)
 Write-off of property and equipment                       4,437             -
 Non-cash stock-based compensation                        64,437        39,690
 Provision for income taxes                              301,897             -
 Gain on sale of intangible asset                       (666,667)            -
 Change in operating assets and liabilities:
 Accounts receivable - trade                              10,185         6,815
 Accounts receivable - other                             (86,548)          962
 Inventories                                               6,420         4,318
 Prepaid expenses and other current assets               (20,131)      (19,989)
 Other assets                                                  -             -
 Accounts payable                                         75,818        (6,001)
 Accrued liabilities                                     (24,246)     (233,019)
 Dividends payable                                        (5,579)            -
 Due to investee                                               -      (186,619)
                                                   -------------  ------------
 Net cash used in operating
   activities                                           (274,917)     (520,398)
                                                   -------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of property and equipment                      (20,328)      (17,729)
 Sale of intangible asset                                666,667             -
                                                   -------------  ------------
 Net cash provided by (used in) investing
   activities                                            646,339       (17,729)

CASH FLOWS FROM FINANCING ACTIVITIES
 Dividends paid on common stock                                -    (7,153,122)
 Dividends paid on preferred stock                       (11,623)            -
                                                   -------------  ------------
Net cash used in financing
   activities                                            (11,623)   (7,153,122)
                                                   -------------  ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     359,799    (7,691,249)
Cash and cash equivalents at beginning of period         516,276     8,259,709
                                                   -------------  ------------
Cash and cash equivalents
(including restricted cash) at end of period             876,075       568,460
                                                   =============  ============


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

                                        8
<PAGE>


                          ZUNICOM, INC. AND SUBSIDIARY
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
               For The Six Months Ended June 30, 2008 and 2007
                                   (continued)
                                                         2008          2007
                                                   -------------- -------------
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid                                      $         784  $         99
                                                   =============  ============
Income taxes paid                                  $           -  $    230,000
                                                   =============  ============
SUPPLEMENTAL SCHEDULE OF NON CASH INVESTING
  AND FINANCING ACTIVITIES
   Dividends paid through issuance of common stock $           -  $     14,060
                                                   =============  ============
   Conversion of preferred stock to common stock   $           -  $     25,000
                                                   =============  ============
   Issuance of restricted stock as deferred
         compensation                              $           -  $    205,801
                                                   =============  ============
   Capital contribution to unconsolidated investee $           -  $    377,392
                                                   =============  ============































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

                                        9

<PAGE>
                          ZUNICOM, INC. AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - 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 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 periods  ended June 30, 2008.  The results for the three
and six month periods ended June 30, 2008 are not necessarily  indicative of the
results that may be expected for the year ended December 31, 2008. 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, 2007.

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.

Recent Accounting Pronouncements

The Company  adopted the  provisions  of Financial  Accounting  Standards  Board
(FASB)Interpretation  No. 48,  "Accounting  for Uncertainty in Income Taxes - an
Interpretation  of FASB Statement No. 109 ("FIN 48"), on January 1, 2007.  There
were no unrecognized tax benefits and,  accordingly,  there was no effect on the
Company's   financial  condition  or  results  of  operations  as  a  result  of
implementing FIN 48.

The  Company  files  income tax  returns in the U.S.  federal  jurisdiction  and
various  state and foreign  jurisdictions.  The Company is no longer  subject to
U.S.  federal tax examinations for years before 2003, and state tax examinations
for years before 2002.  Management  does not believe  there will be any material
changes in our unrecognized tax positions over the next 12 months.

The  Company's  policy is to  recognize  interest and  penalties  accrued on any
unrecognized  tax benefits as a component of income tax expense.  As of the date
of adoption of FIN 48,  there was no accrued  interest or  penalties  associated
with any  unrecognized  tax benefits,  nor was any interest  expense  recognized
during the three and six month periods ended June 30, 2008.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
157").  SFAS 157 defines fair value,  establishes a framework for measuring fair
value in accordance with accounting  principles generally accepted in the United

                                       10
<PAGE>
States, and expands disclosures about fair value  measurements.  SFAS No. 157 is
effective  for  financial  statements  issued for fiscal years  beginning  after
November 15, 2007, with earlier application  encouraged.  Any amounts recognized
upon adoption as a cumulative  effect adjustment will be recorded to the opening
balance of retained  earnings in the year of  adoption.  The Company has not yet
determined  the  impact  of this  statement  on its  results  of  operations  or
financial condition.

In February 2007, the FASB issued  Statement of Financial  Accounting  Standards
No. 159, "The Fair Value Option for Financial  Assets and Financial  Liabilities
-- Including an amendment of FASB Statement No. 115," (SFAS 159).  This standard
allows a company to  irrevocably  elect fair value as the initial and subsequent
measurement  attribute for certain financial assets and financial liabilities on
a contract-by-contract basis, with changes in fair value recognized in earnings.
The provisions of this standard are effective as of the beginning of a reporting
entity's first fiscal year  beginning  after November 15, 2007. We did not apply
the fair value option to any of our outstanding instruments and, therefore, SFAS
159 did not have an impact on our consolidated financial statements.

In December 2007, the FASB issued SFAS 141(R),  Business Combinations.  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.  SFAS 141(R) is effective  for business
combinations  occurring in fiscal years beginning after December 15, 2008, which
will require the Company to adopt these  provisions  for  business  combinations
occurring in fiscal 2010 and  thereafter.  Early  adoption of SFAS 141(R) is not
permitted.  The Company is  currently  evaluating  the impact that SFAS 160 will
have on its financial statements and disclosures.

In  December  2007,  the FASB  issued  SFAS  160,  Noncontrolling  Interests  in
Consolidated  financial  Statements - an amendment of ARB No. 51. 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
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.  SFAS 160 is  effective  for  fiscal  years  beginning  after
December 15, 2008.  Early adoption of SFAS 160 is not permitted.  The Company is
currently  evaluating  the  impact  that  SFAS  160 will  have on its  financial
statements and disclosures.

In March  2008,  the FASB issued SFAS No.  161,  "Disclosures  about  Derivative
Instruments  and Hedging  Activities - an amendment to FASB  Statement No. 133".
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


                                       11
<PAGE>
Statement  133  and  its  related   interpretations;   and  (c)  how  derivative
instruments  and related  hedged  items affect an entity's  financial  position,
financial performance,  and cash flows. It is effective for financial statements
issued for fiscal years  beginning  after November 15, 2008, with early adoption
encouraged.  The Company is currently  evaluating  the impact of SFAS No. 161 on
its financial statements,  and the adoption of this statement is not expected to
have a material effect on the Company's financial statements.

NOTE B - 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 40  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 C - STOCK-BASED COMPENSATION

Stock-based  compensation  expense recognized in the statement of operations for
the six months ended June 30, 2008 includes  compensation expense of $38,800 for
fully  vested  stock  options   granted  on  March  10,  2008  and  $25,637  for
amortization of restricted stock. The stock-based compensation for the six month
period ended June 30, 2007 was $16,975,  representing  stock options  issued and
fully vested in the first quarter of 2007.

As of June 30,  2008,  $153,541 of the  restricted  stock grant to our  chairman
remains  unamortized and $339,059 of the restricted stock grant to UPG employees
remains unamortized.

   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, 2008 and 2007:

                                            For the Six Months Ended June 30,
                                                 2008                 2007
                                            --------------      -------------
Weighted average grant date fair value      $      0.388         $     1.56
Weighted average assumptions used:
   Expected dividend yield                         0.00%               0.00%
   Risk-free interest rate                         4.50%               4.60%
   Expected volatility                              131%                138%
   Expected life (in years)                           5                   5

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded  options  that have no vesting  restrictions  and are fully
transferable.  In addition,  option valuation models require the input of highly
subjective  assumptions  including the expected stock price volatility.  Because
the  Company's  employee  stock  options  have   characteristics   significantly
different from those of traded  options,  and because  changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion,  the  existing  models do not  necessarily  provide a  reliable  single
measure of the fair value of its employee stock options.

                                       12
<PAGE>
Expected  volatility  is based on historical  volatility  and in part on implied
volatility.  The expected term considers the  contractual  term of the option as
well as historical exercise and forfeiture behavior. The risk-free interest rate
is based on the rates in effect on the grant date for U.S. Treasury  instruments
with maturities matching the relevant expected term of the award.

   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, 2007           425,000   $           0.95

      Granted                                      100,000   $           0.45

      Exercised                                         --   $             --

      Canceled, lapsed  or forfeited                    --   $             --
                                           ---------------
Options outstanding at June 30, 2008               525,000   $           0.85
                                           ===============

The following table summarizes stock options outstanding under the 1999 and 2000
stock option plans at June 30, 2008:

                        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     525,000 $   0.85
                =========== =========== ======== =========== ========

At June 30, 2008,  the  aggregate  intrinsic  value of options  outstanding  was
$7,000 and the aggregate  intrinsic value of options exercisable was $7,000. 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, 2008, all outstanding options were fully vested.






                                       13
<PAGE>
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
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.

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 $5,579,  $11,623,  $5,579 $14,090 for the three and
six months ended June 30, 2008 and 2007,  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 and warrants.  The dilutive effect
of 425,000  options has not been  included in the  computation  of dilutive  net
income per share for the three and six months ended June 30,  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  100,000  options  has not been
included  in the  computation  of  dilutive  net  income per share for the three
months ended June 30, 2008, as their  inclusion  would have been  anti-dilutive.
The dilutive  effect of 400,000  options has been included in the computation of
dilutive net income per share for the three and six months ended June 30, 2007.


                                       14
<PAGE>
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, 2008 and 2007.

Following  is a summary of  financial  information  of UPG for the three and six
months ended June 30, 2008 and 2007:

                          Three Months Ended June 30, Six Months Ended June 30,
                                             ($ in thousands)
                          -----------------------------------------------------
                             2008       2007               2008       2007
                          ---------- ----------         ---------- ----------
Net revenues               $ 30,200   $ 26,403           $ 59,724   $ 49,943

Cost of revenues             25,685     22,258             50,735     42,357
Gross profit                  4,515      4,145              8,989      7,586
Operating expenses            3,471      2,699              6,771      5,336
Income from operations        1,044      1,446              2,218      2,250
Interest expense               (247)      (365)              (502)      (732)
Other income                      1        167                  1        340
Income from operations
before income tax provision     798      1,248              1,717      1,858
Income tax provision           (327)      (514)              (690)      (756)
                           --------   --------           --------   --------
Net income                 $    471   $    734           $  1,027   $  1,102
                           ========   ========           ========   ========

Following is a summary of the balance sheets for UPG for the six month period
ended June 30, 2008 and 2007.

                                                    Six Months Ended June 30,
                                                   ----------------------------
                                                         ($ in thousands)
                                                        2008           2007
                                                   -------------  -------------
Current assets                                      $     47,728   $     47,643
Noncurrent assets                                          1,857          1,767
Current liabilities                                       26,318         26,430
Noncurrent liabilities                                     4,544          5,325
Shareholders' equity                                      18,731         17,656

At June 30,  2008 the  carrying  value of the  Company's  investment  in UPG was
$7,831,471.  The market value of the 2,000,000  shares of UPG's common stock the
Company owns was  approximately  $9,000,000 based on the closing price per share
at August 8, 2008 of $4.50.

NOTE F - RELATED PARTY NOTE

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, 2008,  $1,462,500 of the principal
payment is classified as current, leaving $4,387,500 classified as long term.

                                       15
<PAGE>
NOTE G - SHAREHOLDERS' EQUITY

During the three and six months  ended June 30,  2008,  the Company  paid a cash
dividend  of $6,044  and  $5,579,  respectively,  to the  holders of its class A
Preferred Stock.

During the six months ended June 30, 2007,  the Company paid a cash  dividend of
$0.80 per share,  totaling  $7,153,122 to shareholders of its common stock.  The
dividend was paid on March 23, 2007  primarily  from proceeds  received from the
sale of  1,000,000  shares of common stock of UPG that the Company sold in UPG's
IPO.  During the same  period,  the  Company  paid  dividends  of $14,060 to the
holders of its class A Preferred  Stock through the issuance of 11,418 shares of
the  Company's  common  stock.  Also  during  this  period,   certain  preferred
stockholders  converted  25,000 shares of the Company's  class A Preferred Stock
into 50,000 shares of the Company's common stock.

NOTE H - 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, 2008, the Company is not subject to any ongoing legal proceedings.

NOTE I - 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  27,  2007,  (UPG now 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.







                                       16
<PAGE>
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.  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 as of June 30, 2008.


    Lease        2008       2009      2010      Total
    -----        ----       ----      ----      -----
Office Space $  36,897  $  27,735  $      -  $   64,632
Equipment       16,054     11,562     3,736      31,352
             ---------  ---------  --------  ----------
Total        $  52,951  $  39,297 $   3,736  $   95,984


NOTE J - 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% and 53% of its revenues for the three
and six months ended June 30, 2008 and 2007, 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.

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.

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, 2007.



                                       17
<PAGE>
RESULTS OF OPERATIONS

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

Three Months ended June 30, 2008

REVENUE

For the three month  period  ended June 30,  2008,  Zunicom,  through its wholly
owned subsidiary  Alphanet,  had consolidated  revenues of $258,217  compared to
$415,028  for the same period in 2007,  a decrease of $156,811 or 37.8%.  Of the
$156,811  decrease in revenue,  $19,368 is due to the decline of the  InnFax(TM)
product driven by the competition of in-room  internet  service.  The InnFax(TM)
product was discontinued as of December 31, 2007. The remaining  $137,443 of the
revenue  decrease  is  due  principally  to a  decline  in  the  number  of  new
installations of the Office(TM) product, decreased renewals, and decreased usage
due a drop in business travel in response to a slower economy.

COST OF REVENUES

For the three month period ended June 30, 2008,  Zunicom's  consolidated cost of
revenues is $77,954 compared to $110,226 for the same period in 2007, a decrease
of $32,272 or 29.3%. Of the $32,272 difference,  $8,901 is due to the decline in
the direct  servicing  costs of  AlphaNet's  InnFax(TM)  product.  The remaining
$23,371  difference  is due to the  decline  in direct  servicing  costs for the
Office(TM)  product  principally  in  the  areas  of  repairs  and  maintenance,
installation costs,  transaction costs,  upgrade costs, and licensing consistent
with the decrease in new installations.

OPERATING EXPENSES

For the three month period ended June 30, 2008, Zunicom's consolidated operating
expenses,  consisting  of  selling,  general  and  administrative  expenses  and
depreciation  and  amortization of property and equipment  decreased to $416,925
compared  to  $541,017  for the same  period in 2007,  a decrease of $124,092 or
22.9%.  The decrease of $124,092 is due to a decrease in  operating  expenses of
AlphaNet of $56,773 and a decrease in Zunicom's expenses of $67,319.

AlphaNet's  selling,  general and  administrative  expenses  for the three month
period  ending June 30,  2008 were  $213,412  compared to $270,185  for the same
period in 2007,  a decrease  of  $56,773 or 21.0%.  The  decrease  is  primarily
attributable  to  decreased  employment  costs  due  to the  elimination  of one
position, decreased occupancy costs due to the relocation of the Toronto office,
and decreased taxes, bank charges, and professional fees.

Zunicom's  selling,  general  and  administrative  expenses  for the three month
period  ended June 30, 2008 were  $177,827  compared  to  $238,835  for the same
period in 2007,  an decrease  of $61,008 or 25.5%.  The  decrease  is  primarily
attributable  to decreased  legal,  accounting,  and consulting  fees which were
higher in 2007 due to expenses  related to the dividend  payment and issuance of
restricted stock.

For the three month period ending June 30, 2008, the Company recorded $25,686 in
depreciation and amortization  expense compared to $31,997 in 2007. The decrease
is principally due to declining  equipment purchases in AlphaNet consistent with
the decline in the Office(TM) product.
                                       18
<PAGE>
OTHER INCOME / EXPENSE

Zunicom's  consolidated interest income for the three months ended June 30, 2008
was $88,543 compared to interest income of $101,117 for the same period in 2007,
a decrease of $12,574, or 12.4%. The decrease is due to the decrease in interest
bearing cash  balances.  Interest  income  consists of interest on the UPG notes
plus interest on bank cash balances.

Equity in earnings of investee of $178,822  and gain on equity  transactions  of
investee of $9,635, respectively,  represent Zunicom's share of UPG's net income
for the three  month  period  ended June 30,  2008 and changes in equity of UPG,
both  recorded  in  accordance  with the  equity  method  of  accounting  for an
unconsolidated investee.

Six Months ended June 30, 2008

REVENUE

For the six month period ended June 30, 2008, Zunicom,  through its wholly owned
subsidiary Alphanet,  had consolidated revenues of $530,136 compared to $800,880
for the same period in 2007,  a decrease of $270,744 or 33.8%.  Of the  $270,744
decrease in revenue,  $37,692 is due to the  decline of the  InnFax(TM)  product
driven by the competition of in-room internet  service.  The InnFax(TM)  product
was discontinued as of December 31, 2007. The remaining  $233,052 of the revenue
decrease is due principally to a decline in the number of new  installations  of
the Office(TM) product,  decreased  renewals,  and decreased usage due a drop in
business travel in response to a slower economy.


COST OF REVENUES

For the six month  period ended June 30, 2008,  Zunicom's  consolidated  cost of
revenues  is  $160,925  compared  to  $220,792  for the same  period in 2007,  a
decrease of $59,867 or 27.1%. Of the $59,867  difference,  $24,142 is due to the
decline in the direct  servicing  costs of AlphaNet's  InnFax(TM)  product.  The
remaining $35,725 difference 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 six month period ended June 30, 2008, Zunicom's  consolidated  operating
expenses,  consisting  of  selling,  general  and  administrative  expenses  and
depreciation  and  amortization of property and equipment  decreased to $887,668
compared to  $1,018,105  for the same period in 2007,  a decrease of $130,437 or
12.8%.  The decrease of $130,437 is due to a decrease in  operating  expenses of
AlphaNet of $47,853 and an decrease in Zunicom's expenses of $82,584.

AlphaNet's selling, general and administrative expenses for the six month period
ended June 30, 2008 were  $474,987  compared to $522,840  for the same period in
2007, a decrease of $47,853 or 9.2%. The decrease is primarily  attributable  to
decreased  occupancy  costs due to the  relocation  of the Toronto  office,  and
decreased taxes and professional fees.



                                       19
<PAGE>
Zunicom's selling,  general and administrative expenses for the six month period
ended June 30, 2008 were  $359,039  compared to $430,100  for the same period in
2007, a decrease of $71,061 or 16.5%. The decrease is primarily  attributable to
decreased legal,  accounting,  and consulting fees which were higher in 2007 due
to expenses  related to the  deconsolidation  of UPG, the  dividend  payment and
issuance of restricted stock.

For the six month period ended June 30, 2008,  the Company  recorded  $53,642 in
depreciation and amortization  expense compared to $65,165 in 2007. The decrease
of $11,523,  or 17.7%,  is principally due to declining  equipment  purchases in
AlphaNet consistent with the decline in the Office(TM) product. The Company also
disposed of InnFax(TM)  equipment  with an original cost of $272,109 as a result
of exiting this business as of December 31, 2007.  This equipment had been fully
depreciated.

OTHER INCOME / EXPENSE

Zunicom's  consolidated  interest income for the six month period ended June 30,
2008 was $179,522 compared to interest income of $258,737 for the same period in
2007, a decrease of $79,215,  or 30.6%.  The  decrease is  primarily  due to the
decrease in interest  bearing cash  balances  from the payment of the $0.80 cash
dividend  on March 23,  2007.  Interest  income  consists of interest on the UPG
notes plus interest on bank cash balances.

Equity in earnings of investee of $392,081  and gain on equity  transactions  of
investee of $19,270, respectively, represent Zunicom's share of UPG's net income
for the six month period ended June 30, 2008 and changes in equity of UPG,  both
recorded  in  accordance   with  the  equity   method  of   accounting   for  an
unconsolidated investee.

Gain on sale of assets for the six months  ended June 30,  2008,  is $652,249 in
proceeds from the sale of two patents no longer  required by the Company  offset
by loss on disposal of AlphaNet equipment.

LIQUIDITY

Zunicom,  on a consolidated  basis, had cash and cash equivalents of $876,075 at
June 30, 2008.

Net cash used in operations was $274,917 for the six month period ended June 30,

2008.  The cash used in operating  activities is primarily  attributable  to net
income of  $422,769,  depreciation  and  amortization  of  $53,642,  stock based
compensation  of  $64,437,decreases  in accounts  receivable  and  inventory  of
$16,605,  write-off  or  property  and  equipment  of $4,437,a  net  increase in
payables of $45,993,  and an increase in provision for income taxes of $301,897,
offset by equity in earnings of UPG of $392,081,  gain on equity transactions of
UPG of $19,270, a decrease in other accounts  receivable and prepaid expenses of
$106,679 and a decrease from the sale of the intangible  asset of $666,667 which
is not an operating activity.

Net cash  provided by investing  activities  for the six month period ended June
30, 2008,  relating to purchases of property and  equipment  and the sale of the
intangible asset, was $646,339.



                                       20
<PAGE>
Net cash used in  financing  activities  for the six month period ended June 30,
2008  was  $11,623  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.

On July  27,  2007,  (UPG now 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 and the  proceeds  from the UPG
notes 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 six
months ended June 30, 2008. 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, 2008 to insure


                                       21
<PAGE>
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

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.

          31.1 Certification related to Quarterly Report Form 10-Q disclosures.

          31.2 Certification related to Quarterly Report Form 10-Q disclosures

          32.1 Certification pursuant to Rule 13a-14(b) of the Exchange Act and
          18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2003.

          32.2 Certification pursuant to Rule 13a-14(b) of the Exchange Act and
          18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2003.
                                       22
<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 14, 2008                 /s/ John C. Rudy
                                       --------------------------------
                                       John C. Rudy
                                       Chief Financial Officer
                                       (principal financial officer)







































                                       23