8-K

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): November 7, 2001

ASPEON, INC.
(Exact name of registrant as specified in charter)

Delaware	000-21477	52-1945748
(State or other jurisdiction of incorporation)	Commission File Number)	(IRS Employer Identification No.)

17891 Cartwright Avenue, Irvine, California
(Address of principal executive offices)
92614
(Zip Code)

Registrant's telephone number, including area code: (949) 440-8000

Not Applicable
(Former name or former address, if changed since last report)

Item 5. Other Events.

    On November 7, 2001, the registrant issued the press release attached as Exhibit 99.1 reporting the registrant's financial results for the quarter ended September 30, 2001.

    On November 14, 2001, the registrant issued the press release attached as Exhibit 99.2 reporting the appointment of Robert D. Nichols as the registrant's President and Chief Executive Officer.

Item 7. Financial Statements And Exhibits.

(c)

Exhibits

    The following exhibit is filed as a part of this report.

99.1

Press Release dated November 7, 2001



99.2

Press Release dated November 14, 2001

SIGNATURES

    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 hereunto duly authorized.

Date: November 21, 2001	ASPEON, INC.
	By:	/s/ DONALD RUTHERFORD Donald Rutherford Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release dated November 7, 2001
99.2	Press Release dated November 14, 2001

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SIGNATURES
INDEX TO EXHIBITS

EX-99.1

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EXHIBIT 99.1

[ASPEON LOGO]

News Release

Contact:	Kim Tilo
	Aspeon, Inc.
	949.440.8020 or investor@aspeon.com

FOR IMMEDIATE RELEASE

ASPEON REPORTS SEQUENTIAL INCREASE IN REVENUE FOR
FIRST QUARTER ENDED SEPTEMBER 30, 2001

IRVINE, CA—November 7, 2001—Aspeon, Inc. today announced a $2.5 million loss for the quarter ended September 30, 2001. Revenues for the quarter were $11.7 million that compared with $10.6 million for the preceding quarter.

    In announcing the results, Richard Stack CEO said, "I am pleased that our sales have improved from the preceding quarter. Our continued losses are due to a high proportion of sales of older products at reduced prices that have had a positive effect on cashflow. In the current quarter we are transitioning fully to our Viper product line which will produce normal margins". Stack also mentioned that the ASP division has become a net contributor of cash to the core operation.

    Included in the loss is an amount of $554,500 accrued for default interest on preferred shares. On the balance sheet there is included as a current liability an amount of $14,671,000 representing the balance owing under the preferred share agreement (in default). In the event that a settlement is reached with the holder, this amount may be significantly reduced and the majority of the amount remaining will be classified as long-term debt.

    As previously reported, the Company's auditors, BDO Seidman, LLP, have not had access to the working papers of the Company's previous auditors for the fiscal years ended June 30, 1999 and 2000, and therefore, BDO Seidman was not able to complete its audit of the Company's financial statements for the fiscal year ended June 30, 2001. Until such time that the Company's auditors are able to complete their audit of the Company's financial statements for the fiscal year ended June 30, 2001, the Company will face certain consequences, including that the Company will not be able to file its Annual Report on Form 10-K and its Quarterly report for the three months ended September 30, 2001 on Form 10Q with the Securities and Exchange Commission, the Company will not be able to hold its annual stockholder meeting, and stockholders of the Company will not be able to rely upon Rule 144 or 145 of the Securities Act of 1933 for the resale of restricted securities. The Company continues to explore alternatives as to how it might be possible to proceed, however no assurances can be made that the Company's auditors will be able to complete their audit of the Company's financial statements for the fiscal year ended June 30, 2001.

    A table containing abbreviated unaudited financial statements is attached.

About Aspeon, Inc.

    Aspeon Inc. is a leading manufacturer and provider of point-of-sale (POS) systems, services and enterprise technology solutions for the retail and foodservice markets. Visit Aspeon at www.aspeon.com.

    Except for historical information contained herein, the statements made in this release constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve certain

risks and uncertainties, including statements regarding the intent, belief or current expectations of Aspeon and its management regarding the company's strategic directions, prospects and future results. Certain factors may cause actual results to differ materially from those contained in the forward-looking statements, including, Aspeon's ability to return to profitability, the continued forbearance of Aspeon's lenders and creditors, the successful restructuring of Aspeon's Preferred Stock, the outcome of litigation filed against Aspeon and Aspeon's ability to raise funds from additional debt and/or capital, and our competitive environment, economic and other conditions in the markets in which we operate, changes in laws, changes to or clarifications of accounting rules or approaches and/or their applications, the size and timing of customer orders, delays in new product enhancements and new product and/or service introductions, quality control difficulties, changes in market demand, and other risks discussed in the company's filings with the SEC, which discussions are incorporated herein by reference. Such forward-looking statements represent management's current expectations and are inherently uncertain. The company's actual results and performance may differ materially. The company undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

ASPEON, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

			Unaudited
			September 30, 2001			June 30, 2001
ASSETS
Current assets:
	Cash and short term investments		$	506,300		$	1,179,100
	Accounts receivable, net			7,205,500			6,502,900
	Inventories, net			5,063,200			7,184,600
	Other current assets			875,200			1,073,500
		Total current assets		13,650,200			15,940,100
Property and equipment, net				2,615,600			3,136,400
Goodwill				11,293,000			11,224,900
Other assets, net				440,200			330,900
		Total assets	$	27,999,000		$	30,632,300
LIABILITIES, MANDATORILY REDEEMABLE SECURITIES, AND STOCKHOLDERS' EQUITY
Current liabilities:
	Line of credit		$	659,000		$	967,800
	Mandatorily redeemable preferred stock (in default)			14,671,000			13,969,200
	Accounts payable and accrued expenses			12,232,700			13,910,600
	Current maturities of long-term debt			524,900			590,100
	Other current liabilities			2,016,700			2,261,900
		Total current liabilities		30,104,300			31,699,600
Long-term debt, net of current portion				2,011,100			857,300
Other				42,900			35,300
	Total liabilities			32,158,300			32,592,200
Mandatorily redeemable preferred shares and warrants				3,426,600			3,426,600
Stockholders' equity:
	Common stock and additional paid-in capital			65,178,000			65,178,000
	Accumulated deficit and comprehensive loss			(72,763,900	)		(70,564,500	)
		Total stockholders' equity		(7,585,900	)		(5,386,500	)
		Total liabilities, mandatorily redeemable securities, and stockholders' equity	$	27,999,000		$	30,632,300

ASPEON ,INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

		For the Three Months Ended
		Unaudited
		September 30, 2001			September 30, 2000
Revenues		$	11,717,300		$	19,625,100
Cost of revenues			10,257,500			17,039,500
Gross profit			1,459,800			2,585,600
Operating expenses:
	Research and development		262,200			333,400
	Selling, general and administrative		3,565,300			10,283,700
	Impairment charge		—			17,366,000
Total operating expenses			3,827,500			27,983,100
Loss from operations			(2,367,700	)		(25,397,500	)
Interest expense and other income—net			(574,100	)		(116,400	)
Loss before income taxes			(2,941,800	)		(25,513,900	)
Income taxes expense			(29,900	)		(57,500	)
Net loss before extraordinary item and cumulative effect of accounting change			(2,971,700	)		(25,571,400	)
Extraordinary item, debt restructuring			505,000			—
Cumulative effect of accounting change			—			817,600
Net loss			(2,466,700	)		(24,753,800	)
Accretion of mandatorily redeemable preferred stock discount and dividends			(147,800	)		(685,500	)
Net loss available to common stockholders		$	(2,614,500	)	$	(25,439,300	)

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FOR IMMEDIATE RELEASE ASPEON REPORTS SEQUENTIAL INCREASE IN REVENUE FOR FIRST QUARTER ENDED SEPTEMBER 30, 2001

EX-99.2

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EXHIBIT 99.2

[ASPEON LOGO]

News Release

Contact:	Kim Tilo
	Aspeon, Inc.
	949.440.8020 or investor@aspeon.com

FOR IMMEDIATE RELEASE

ASPEON APPOINTS NEW CEO

IRVINE, CA—November 13, 2001—Aspeon, Inc. today announced that the Aspeon Board of Directors has appointed Robert (Bob) D. Nichols as President, Chief Executive Officer, and a Director of the Company. Nichols replaces Richard Stack who remains a Director of the company and leaves to become President of a software and services company located in Orange County.

    Nichols was a prior Director and Executive of the Company and owner of the CCI Group which was purchased by Aspeon in 1997. Most recently Bob was with FreedomPay, a wireless payment and loyalty company backed by Nokia. Previously at Aspeon, Bob ran all aspects of the US Sales, Professional Services and Operations.

    Nichols stated, "I welcome the opportunity to join Aspeon and believe my knowledge of the company, it's products and customers will assist the company in achieving its strategic goals relative to the Javelin brand."

    Jay Kear, incoming Chairman of the Board, stated, "The Board of Directors interviewed several well qualified CEO candidates, but felt Bob was the one who could hit the ground running immediately and be well accepted by our customers and employees."

About Aspeon, Inc.

    Aspeon Inc. is a leading manufacturer and provider of point-of-sale (POS) systems, services and enterprise technology solutions for the retail and foodservice markets. Visit Aspeon at www.aspeon.com.

Except for historical information contained herein, the statements made in this release constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve certain risks and uncertainties, including statements regarding the intent, belief or current expectations of Aspeon and its management regarding the company's strategic directions, prospects and future results. Certain factors may cause actual results to differ materially from those contained in the forward-looking statements, including, the ability of Aspeon's auditors to complete their audit of Aspeon's financial statements for the fiscal year ended June 30, 2001, Aspeon's ability to return to profitability, the continued forbearance of Aspeon's lenders and creditors, the successful restructuring of Aspeon's Preferred Stock, the outcome of litigation filed against Aspeon and Aspeon's ability to raise funds from additional debt and/or capital, and our competitive environment, economic and other conditions in the markets in which we operate, changes in laws, changes to or clarifications of accounting rules or approaches and/or their applications, the size and timing of customer orders, delays in new product enhancements and new product and/or service introductions, quality control difficulties, changes in market demand, and other risks discussed in the company's filings with the Securities and Exchange Commission, which discussions are incorporated herein by reference. Such forward-looking statements represent management's current expectations and are inherently uncertain. The company's actual results and performance may differ materially. The company undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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FOR IMMEDIATE RELEASE ASPEON APPOINTS NEW CEO