October 4, 2005

David J. Cutler
President
Aspeon, Inc.
23332 Mill Creek Drive
Suite 230
Laguna Hill, CA 92653


Re:   	Aspeon, Inc.
	Item 4.01 Form 8-K
      Filed September 15, 2005
      File No. 000-21477

Dear Mr. Cutler:

      We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comment or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Item 4.01 Form 8-K Filed on September 15, 2005

1.  In accordance with Regulation S-K Item 304(a)(1)(i) and (iii),
revise to state:

a. Whether BDO Seidman, LLP resigned, declined to stand for re-
election or was dismissed and the date thereof.

b. Whether the decision to change accountants was recommended or
approved by the board of directors.

2. Revise to explain the nature of the "ongoing dispute" between
the
Company and PricewaterhouseCoopers, LLP to which you refer.

3. We note that you have engaged Larry O`Donnell, CPA, P.C. of
Aurora,
Colorado as your independent registered public accountant.  We
also
note that your principal offices are located in Laguna Hills,
California.  Please explain the circumstances that led you to
retain
this particular audit firm and whether or not they are licensed to
practice in the state of California.

      *******

       Please respond to these comments within five business days
or
tell us when you will provide us with a response.  Please submit
all
correspondence and supplemental materials on EDGAR as required by
Rule
101 of Regulation S-T.  You may wish to provide us with marked
copies
of any amendment to expedite our review.  Please furnish a cover
letter with any amendment that keys your responses to our comments
and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing any amendment and your responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for
an informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

	If you have any questions, please call Morgan Youngwood at
(202)
551-3479, Tamara Tangen at (202) 551-3443 or myself at (202) 551-
3730.


							Sincerely,


							Stephen Krikorian
							Accounting Branch Chief
David J. Cutler
Aspeon, Inc.
October 4, 2005
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