form10q.htm

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Item 1.	Financial Statements	3

Condensed Consolidated Balance Sheets as of December 31, 2008 (unaudited) and June 30, 2008		3

Condensed Consolidated Statements of Operations for the three months and six months ended December 31, 2008 and 2007		4

Consolidated Statements of Cash Flows for the six months ended December 31, 2008 and 2007.		5

Notes to Consolidated Financial Statements		6


Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	10
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	16
Item 4T.	Controls and Procedures	17
	PART II
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Submission of Matters to a Vote of Security Holders	18
Item 5.	Other Information	18
Item 6.	Exhibits	18

SIGNATURES		19

PROVISION HOLDING, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31, 2008 (Unaudited)			June 30, 2008

ASSETS

CURRENT ASSETS

Cash	$	115,193		$	287,641
Accounts receivable		600			-
Inventory		245,152			322,793
Investments		3,000			6,000

TOTAL CURRENT ASSETS		363,945			616,434

EQUIPMENT, net of accumulated depreciation		530,204			541,568

PREPAID FINANCING COSTS		143,156			125,464

INTANGIBLES, net of accumulated amortization		139,614			137,556

TOTAL ASSETS	$	1,176,919		$	1,421,022

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES

Accounts payable and accrued expenses	$	327,168		$	299,152
Accrued interest		424,134			325,495
Unearned revenue		76,374			-
Loss contingency payable		592,312			592,312
Current portion of long-term debt		706,478			401,821

TOTAL CURRENT LIABILITIES		2,126,466			1,618,780

NOTES PAYABLE, net of debt discount and current portion		322,515			220,438

TOTAL LIABILITIES		2,448,981			1,839,218

STOCKHOLDERS’ DEFICIT

Preferred stock, par value $0.001 per share
Authorized – 4,000,000 shares
Issued and outstanding – 0 shares		-			-
Common stock, par value $0.001 per share
Authorized – 100,000,000 shares
Issued and outstanding – 24,915,372 and 24,446,353, respectively		24,915			24,446
Additional paid-in capital		11,914,216			11,317,575
Less receivable for stock		(50,000	)		(50,000	)
Accumulated deficit		(13,161,193	)		(11,710,217	)

TOTAL STOCKHOLDERS’ DEFICIT		(1,272,062	)		(418,196	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,176,919		$	1,421,022

The accompanying notes are an integral part of the financial statements.

PROVISION HOLDING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2008 AND 2007

(UNAUDITED)

	For the Three Months Ended December 31,						For the Six Months Ended December 31,
	2008			2007			2008			2007

REVENUES	$	219,320		$	218,071		$	342,117		$	422,282

COST OF REVENUES		107,293			162,443			164,782			269,247

GROSS PROFIT		112,027			55,628			177,335			153,035

EXPENSES
General and administrative		662,994			731,988			1,167,727			1,752,426
Research and development		41,376			43,110			82,847			81,997

TOTAL EXPENSES		704,370			775,098			1,250,574			1,834,423

(LOSS) FROM OPERATIONS		(592,343	)		(719,470	)		(1,073,239	)		(1,681,388	)

OTHER INCOME (EXPENSE)
Unrealized loss on securities		-			-			(3,000	)		-
Gain on disposal of fixed asset		5,725			-			5,725			-
Interest expense		(209,575	)		(74,885	)		(380,462	)		(158,102	)

TOTAL OTHER INCOME (EXPENSE)		(203,850	)		(74,885	)		(377,737	)		(158,102	)

(LOSS) BEFORE INCOME TAXES		(796,193	)		(794,355	)		(1,450,976	)		(1,839,490	)

Income tax expense		-			-			-			-


NET (LOSS)	$	(796,193	)	$	(794,355	)		(1,450,976	)		(1,839,490	)

NET (LOSS) PER COMMON SHARE

Basic and diluted	$	(0.03	)	$	(0.04	)		(0.06	)		(0.09	)

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING

		24,573,894			21,364,312			24,510,123			21,364,312

The accompanying notes are an integral part of the financial statements.

PROVISION HOLDING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2008 AND 2007

(UNAUDITED)

	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(1,450,976	)	$	(1,839,490	)
Adjustments to reconcile net (loss) to net cash
(used) by operating activities:
Non-cash compensation		36,313			1,117,910
Stock issued for services		284,562			-
Depreciation expense		61,296			10,920
Amortization		1,248			986
Gain on disposal of fixed asset		(5,725	)		-
Unrealized loss on securities		3,000			-
Amortization of debt discount		217,970			148,406
Changes in operating assets and liabilities:
Accounts receivable		(600	)		705
Inventory		77,641			(192,923	)
Prepaid financing costs		50,558			-
Accounts payable and accrued liabilities		28,015			(170,395	)
Accrued interest		98,639			-
Unearned revenue		76,374			-
NET CASH (USED) BY OPERATING ACTIVITIES		(521,685	)		(923,881	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		(44,207	)		(54,460	)
Patents		(3,306	)		-
NET CASH (USED) BY INVESTING ACTIVITES		(47,513	)		(54,460	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable, net of fees		396,750			736,750
Prepayments of notes payable		-			(296,170	)
NET CASH PROVIDED BY FINANCING ACTIVITES		396,750			440,580

NET (DECREASE) IN CASH
AND CASH EQUIVALENTS		(172,448	)		(537,761	)
CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF THE PERIOD		287,641			1,229,978
CASH AND CASH EQUIVALENTS
AT THE END OF THE PERIOD	$	115,193		$	692,217
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION

Interest paid	$	12,500		$	40,946
Taxes paid	$	-		$	-

The accompanying notes are an integral part of the financial statements.

PROVISIONS HOLDING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Restatement of Financial Statements

Subsequent to the issuance of the financial statements for the quarter ended September 30, 2008, the Company identified an error in the recording of revenue which resulted in an overstatement of approximately $144,000 of revenues, an understatement of unearned revenue of approximately $124,000 and an overstatement of approximately $20,000 of receivables. Accordingly, the financial statements for the quarter then ended have been restated to correct the error.

NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION

Preparation of Interim Condensed Consolidated Financial Statements

These interim condensed consolidated financial statements for the six months ended December 31, 2008 and 2007 have been prepared by the Company's management, without audit in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the United States

Securities and Exchange Commission ("SEC"). In the opinion of management, these interim condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments, unless otherwise noted) necessary to present fairly the Company's financial position, results of operations and cash flows for the fiscal periods presented. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in these interim financial statements pursuant to the SEC's rules and regulations, although the Company's management believes that the disclosures are adequate to make the information presented not misleading. The financial position, results of operations and cash flows for the interim periods disclosed herein are not necessarily indicative of future financial results. These interim condensed consolidated financial statements should be read in conjunction with the annual financial statements and the notes thereto included in the Company's most recent Annual Report on Form 10K (as amended) for the fiscal year ended June 30, 2008.

Going Concern

These financial statements are presented on the basis that the Company is a going concern. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. The Company has incurred a loss of approximately $1,500,000 in the current period and has negative working capital of approximately $1,760,000. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing or refinancing as may be required and, ultimately, to attain profitable operations. Management’s plan to eliminate the going concern situation include, but are not limited to, the raise of additional capital through issuance of debt and equity, improved cash flow management, aggressive cost reductions, and the creation of additional sales and profits across its product lines.

Principles of Consolidation

The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary. All significant inter-company balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and the disclosure of contingent assets and liabilities. These estimates and assumptions are based on the Company’s historical results as well as management’s future expectations. The Company’s actual results could vary materially from management’s estimates and assumptions.

PROVISIONS HOLDING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION (Continued)

Basic and Diluted Income (Loss) per Share

In accordance with SFAS No. 128, “Earnings Per Share,” basic income (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted income (loss) per common share is computed similar to basic income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of December 31, 2008, the Company had debt instruments outstanding that can potentially be converted into 2,655,636 shares of common stock.

Recent Accounting Pronouncements

In the first quarter of fiscal 2009, the Company adopted Statement of Financial Accounting Standards No. 157, Fair Value Measurements, (“SFAS No. 157”) for all financial assets and financial liabilities and for all non-financial assets and non-financial liabilities recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure. The adoption of SFAS No. 157 did not have a significant impact on our consolidated financial statements, and the resulting fair values calculated under SFAS No. 157 after adoption were not significantly different than the fair values that would have been calculated under previous guidance.

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS No. 162"). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements presented in conformity with generally accepted accounting principles in the United States of America. SFAS No. 162 will be effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board (PCAOB) amendments to AU Section 411, "The Meaning of, Present fairly in conformity with generally accepted accounting principles". The Company does not believe the implementation of SFAS No. 162 will have a material impact on its consolidated financial statements.

In October 2008, the Financial Accounting Standards Board (“FASB”) issued Financial Staff Position 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active, (“FSP 157-3”). FSP 157-3 clarifies the application of SFAS No. 157 in a market that is not active, and addresses application issues such as the use of internal assumptions when relevant observable data does not exist, the use of observable market information when the market is not active, and the use of market quotes when assessing the relevance of observable and unobservable data. FSP 157-3 is effective for all periods presented in accordance with SFAS No. 157. The adoption of FSP 157-3 did not have a significant impact on our consolidated financial statements or the fair values of our financial assets and liabilities.

In December 2008, the FASB issued Financial Staff Position (“FSP”) Financial Accounting Standard No. 140-4 and FASB Interpretation 46(R)-8, Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities (“FSP FAS 140-4” and “FIN 46(R)-8”). The document increases disclosure requirements for public companies and is effective for reporting periods (interim and annual) that end after December 15, 2008. FSP FAS 140-4 and FIN 46(R)-8 became effective for us on December 31, 2008. The adoption of FSP FAS 140-4 and FIN 46(R)-8 did not have a significant impact on our consolidated financial statements.

PROVISIONS HOLDING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 INVENTORY

Inventory consists of the following:

	December 31, 2008

Raw materials	$	148,562
Work in process		96,590
Finished goods		-

Total	$	245,152

NOTE 3 EQUIPMENT, net

Equipment consists of the following:

	December 31, 2008

Furniture and fixtures	$	17,018
Computer equipment		30,579
Equipment		166,602
Demo units		73,160
3DEO Kiosks		438,912
		726,271

Less accumulated depreciation		(196,067	)

Total	$	530,204

NOTE 4 INTANGIBLES, net of accumulated amortization

Intangibles consist of the following:

	December 31, 2008

Patents in process	$	90,286
Patents issued		58,037
		148,323

Less accumulated amortization		(8,709	)

Total	$	139,614

PROVISIONS HOLDING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 5 NOTES PAYABLE

Notes payable consist of the following:

	December 31, 2008

Convertible notes payable, annual interest rate of 10%, due dates range from May 2010 to December 2010 convertible into common stock at a rate of $0.75 to $1.50 per share.	$	2,070,000

Convertible note payable, annual interest rates range from 8% to 4%, due March 8, 2009, convertible into common stock at a rate of $1 per share.		750,000

Unamortized debt discount		(1,791,007	)

		1,028,993

Less current portion		(706,478	)

Notes payable, net of current portion	$	322,515

During the six months ended December 31, 2008, $465,000 of debt was issued with 309,894 warrants which expire within two years of the date of issue, through December 2010, with exercise prices of $1.00 to $1.50 per share.

NOTE 6 EMPLOYEE OPTIONS

During the six months ended December 31, 2008, no new options were granted to employees or consultants. Employee options outstanding as of December 31, 2008 were 740,851.

NOTE 7 LEGAL PROCEEDINGS

On August 26, 2004, in order to protect its legal rights and in the best interest of the shareholders at large, the Company filed, in the Superior Court of California, a complaint alleging breach of contract, rescission, tortuous interference and fraud with Betacorp Management, Inc. In an effort to resolve all outstanding issues, the parties agreed, in good faith, to enter into arbitration in the State of Texas, domicile of the defendants. On August 11, 2006, a judgment was awarded against the Company in the sum of $592,312. The Company believes the judgment is without merit and has filed an appeal. A contingency loss of $592,312 was charged to operations during the year ended June 30, 2007.

Effective November 30, 2007, the Superior Court of California entered a default judgment against Betacorp Management, Inc. The final judgment in the amount of $3,337,000 was awarded to the Company on January 2, 2008 by the Los Angeles Superior Court. No gain provision has been reflected in the accompanying financial statements.

While a Texas arbitrator rendered an award against the Company for $592,312, management feels that with the final judgment in the California case, the effect for the Company results in a net gain ranging from $2,744,688 to $3,337,000.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

Some of the statements contained in this Form 10-Q that are not historical facts are “forward-looking statements” which can be identified by the use of terminology such as “estimates,” “projects,” “plans,” “believes,” “expects,” “anticipates,” “intends,” or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 10-Q, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:

·	Our ability to attract and retain management, and to integrate and maintain technical information and management information systems;

·	Our ability to raise capital when needed and on acceptable terms and conditions;

·	The intensity of competition; and

·	General economic conditions.

All written and oral forward-looking statements made in connection with this Form 10-Q that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

Business Overview

On February 14, 2008, MailTec, Inc. (now known as Provision Holding, Inc.) (the “Company”) entered into an Agreement and Plan of Merger, which was amended and restated on February 27, 2008 (as amended and restated, the “Agreement”), and closed effective February 28, 2008, with ProVision Merger Corp., a Nevada corporation and wholly owned subsidiary of the Company (the “Subsidiary”) and Provision Interactive Technologies, Inc., a California corporation (“Provision”). Pursuant to the Agreement, the Subsidiary merged into Provision, and Provision became a wholly owned subsidiary of the Company. As consideration for the merger of the Subsidiary into Provision, the Company issued 20,879,350 shares of the Company’s common stock to the shareholders, creditors, and certain warrant holders of Provision, representing approximately 86.5% of the Company’s aggregate issued and outstanding common stock, and the outstanding shares and debt, and those warrants whose holders received shares of the Company’s common stock, of Provision were transferred to the Company and cancelled.

The Company and Provision are focused on the development and distribution of Provision’s patented three-dimensional, holographic interactive displays focused at grabbing and holding consumer attention particularly and initially in the advertising and product merchandising markets. The systems display a moving 3D image size to forty inches in front of the display, projecting a digital video image out into space detached from any screen, rendering truly independent floating images featuring high definition and crisp visibility from far distances. The nearest comparable to this technology can be seen in motion pictures such as Star Wars and Minority Report, where objects and humans are represented through full-motion holograms.

We are also developing and marketing several new point-of-purchase, and other devices, tailored to specific industries that are currently in Pilot Programs with major international companies or readying to begin shortly; including the medical, entertainment, government and home markets. In addition to selling the hardware for our patented three-dimensional, holographic interactive video displays, we are building our business into a digital media company offering advertising on a network of our 3D holographic video displays.

One of our new products is known as the “HL40 Diamond”, an extraordinary 3D holographic video display system, to the retailing and advertising industries is smaller and lighter than its predecessor, the HL40C. Used to promote all type of products and services, the HL40D is a powerful tool to break through the clutter of traditional in store advertising and merchandising. Our other powerful 3D products can be used for a wide variety of interactive applications including order-taking and information retrieval.

Significant Events and Trends

Our floating image display technologies have multiple market applications across a broad spectrum of industries. Extensive audience migration across and within media categories is driving major shifts in advertising spending, benefiting captive, auditable media vehicles. Traditional media vehicles like radio, TV, newspapers and magazines continue to lose audience share and advertising dollars to new media vehicles, which include the point-of-purchase or wherever there might be a captive audience. The current media and traditional displays (TV, LCD and Plasma screens) are stale and ubiquitous resulting in significant ineffectiveness.

Launching our first products into grocery stores, we have developed a new patent pending application. Known as the “3DEO Rewards Center” or “3DEO”, this device projects 3D video advertisements and allows consumers to print coupons as well as receive non-cash awards. The 3DEO device provides food companies and other advertisers with a new way of promoting their products at the point of purchase, where consumers are making seventy percent of their buying decisions.

We plan to build, own, and operate networks of 3DEO Rewards Centers. In March 2008 we signed three-year agreements with several independent Hispanic grocery store chains to install 3DEO Reward Centers in 47 locations in southern California.

In June 2008, we announced our signed three-year agreement with Fred Meyer Stores, a division of The Kroger, Co., to install Fred Meyer 3DEO Centers in 127 locations in the Pacific Northwest. Installation of the centers will begin this month in Portland, OR, in high traffic, high visibility locations close to the main entrance of the store. We have received advertising placements from some of the largest manufacturers in the country, including Unilever, Proctor & Gamble, Johnson & Johnson, BIC and Kimberly Clark. The manufacturers’ will advertise through digital coupons that customers will receive from Provision’s 3DEO Media Centers located in Fred Meyer stores.

In September 2008, we signed an agreement with the Long Island Gasoline Retailers Association (“LIGRA”) to install its patented 3D holographic displays in up to 800 member stores throughout New York. Provision’s displays will be located inside the independent convenience stores of major franchise gasoline retailers including Shell, ExxonMobil, Citgo, Sunoco, BP, Amoco and Gulf.

In December 2008, we signed an agreement with ADCENTRICITY Inc. to sell advertising on its revolutionary 3D digital signage network. ADCENTRICITIY's advertisers will be able to feature their messaging on Provision's extraordinary network in a variety of forms, including 3D holographic videos and digital coupons.

We are still working with one of the world’s largest coffee franchises to test a variety of in-store digital signage applications utilizing Provision’s HL40D displays. Once successful, Provision will install up to 109 systems in the quick service chain’s greater New York City area stores.

We also have continued hardware sales of our patented three-dimensional, holographic interactive video displays. In July 2008, we began shipments to Studio One Media, Inc. of up to 1,000 3D holographic units pursuant to a Strategic Alliance and Purchase Agreement. The contract will generate up to $7 million dollars in revenue for Provision over the next 18 months. Further, we received several purchase orders for Provision’s 3D holographic display systems worth more than $100,000 from companies in Europe. Another purchase order from Brazil opens the door to potential sales of up to $2 million of the 3D holographic display systems by year’s end. Provision also announced today it has signed a new distribution agreement with a New Delhi-based company to market its products in Asia.

Research and Development Activities

At present, Provision’s patents and patent applications are supplemented by substantial intellectual property we are currently protecting as trade secrets and proprietary know-how. This includes matter related to all three product lines. We expect to file additional patent applications on a regular basis in the future.

We believe that Provision’s intellectual property and expertise constitutes an important competitive resource, and we continue to evaluate the markets and products that are most appropriate to exploit this expertise. In addition, we maintain an active program of intellectual property protection, both to assure that the proprietary technology developed by us is appropriately protected and, where necessary, to assure that there is no infringement of Provision’s proprietary technology by competitive technologies.

Results of Operations

Revenue and Cost of Revenue

Revenues for the three months ended December 31, 2008 increased 1% to $219,320 from $218,071 for the three months ended December 31, 2007. Included in revenues for the three months ended December 31, 2008 is $219,320 from the sale of our product coming from international distributors and the beginning shipment of our Studio One purchase agreement. We expect advertising revenues to increase slowly through the remainder of this year. While a few advertisers continue to test the success of our 3DEO kiosk program in the Portland market, all of the industry’s advertising budgets for 2008 were completed in 2007, prior to the market launch of our 3DEO kiosk program. We have entered into several agreements with media buying agencies and ad agencies to assist in the selling of 3D holographic ads and coupon promotions; expecting to continue the growth of ad sales on a quarter by quarter basis.

We had a gross margin percentage of 51% for the three months ended December 31, 2008 compared to a gross margin percentage of 26% for the three months ended December 31, 2007. The increase in gross margin percentage was a result of a change in our sales mixture to higher margin items along with our additional advertising income.

Expenses

General and administrative expenses for the three months ended December 31, 2008 decreased 10% to $662,994 from $731,988 for the three months ended December 31, 2007. General and administrative expenses include fees paid for accounting services in connection with audits and filing requirements, legal services, marketing expenses for marketing campaigns, tradeshows, and travel, and payroll (including payroll taxes) for administration, sales and production staff.

Interest Expense

Interest expense increased 180% to $209,575 during the three months ended December 31, 2008 from $74,885 during the three months ended December 31, 2007. The increase in interest expense in directly related to our increased borrowings along with debt discount amortization on convertible debt.

Results of Operation – Six Months Ended December 31, 2008 as Compared to the Six Months Ended December 31, 2007

Revenue and Cost of Revenue

Revenues for the six months ended December 31, 2008 decreased 19% to $342,117 from $422,282 for the six months ended December 31, 2007. Included in revenues for the six months ended December 31, 2008 is $27,100 of advertising revenues generated by our internal sales efforts on our 3DEO kiosk program inside Fred Meyer stores where we sell 3D holographic advertising and coupons, and $315,017 from the sale of our product coming from international distributors and the beginning shipment of our Studio One purchase agreement. We expect advertising revenues to continue to increase slowly through the remainder of this year. While a few advertisers continue to test the success of our 3DEO kiosk program in the Portland market, all of the industry’s advertising budgets for 2008 were completed in 2007, prior to the market launch of our 3DEO kiosk program. We have entered into several agreements with media buying agencies and ad agencies to assist in the selling of 3D holographic ads and coupon promotions; expecting to continue the growth of ad sales on a quarter by quarter basis.

We had a gross margin percentage of 52% for the six months ended December 31, 2008 compared to a gross margin percentage of 36% for the six months ended December 31, 2007. The increase in gross margin percentage was a result of a change in our sales mixture to higher margin items along with our additional advertising income.

Expenses

General and administrative expenses for the six months ended December 31, 2008 decreased 33% to $1,167,727 from $1,752,426 for the six months ended December 31, 2007. General and administrative expenses include fees paid for accounting services in connection with audits and filing requirements, legal services, marketing expenses for marketing campaigns, tradeshows, and travel, and payroll (including payroll taxes) for administration, sales and production staff.

Interest Expense

Interest expense increased 140% to $380,462 during the six months ended December 31, 2008 from $158,102 during the six months ended December 31, 2007. The increase in interest expense in directly related to our increased borrowings along with debt discount amortization on convertible debt.

Financial Condition, Liquidity and Capital Resources

Management remains focused on controlling cash expenses. We have limited cash resources and plan our expenses accordingly.

We had cash of $115,193 at December 31, 2008 compared to cash of $287,641 at June 30, 2008. Our working capital deficit increased to $1,740,367 at December 31, 2008 from a deficit of $1,002,346 at June 30, 2008. The reason for the increase in the working capital deficit was the decrease in our cash and inventory of approximately $172,000 and $77,000, respectively, along with the increase in our accrued interest and unearned revenue of approximately $99,000 and $76,000 respectively and the amortization of approximately $131,000 of debt discount.

During the six months ended December 31, 2008, we used $521,685 of cash for operating activities versus $923,881 during the six months ended December 31, 2007. The primary difference was the reduction of liabilities and purchases of inventory in 2007 and the increase in accrued interest during 2008 on the increased debt.

Cash used in investing activities during the six months ended December 31, 2008 and 2007 was $47,513 and $54,460, respectively. During the six months ended December 31, 2008, we used $47,513 to purchase additional equipment to support our infrastructure. During the six months ended December 31, 2007 we used $54,460 to purchase equipment.

Cash provided by financing activities during the six months ended December 31, 2008 was $396,750 as a result of the proceeds from notes payable ($465,000), net of fees ($68,250). Cash provided by financing activities during the six months ended December 31, 2007 was $440,580 as a result of the proceeds from notes payable, net of fees, in the amount of $736,750 offset by the repayment of notes payable totaling $296,170.

Given our plans and expectation that we will need additional capital, we will need to issue additional shares of capital stock or securities convertible or exercisable for shares of capital stock, including preferred stock, options or warrants. The issuance of additional capital stock may dilute the ownership of the current stockholders.

Off Balance Sheet Arrangements

We do not engage in any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, and liquidity or capital expenditures.

Critical Accounting Policies

Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts and timing of revenues and expenses, the reported amounts and classification of assets and liabilities, and the disclosure of contingent assets and liabilities. These estimates and assumptions are based on the Company’s historical results as well as management’s future expectations. The Company’s actual results could vary materially from management’s estimates and assumptions.

Revenue Recognition — We recognize revenue when persuasive evidence of an arrangement exists, title transfer has occurred, the price is fixed or readily determinable, and collectability is probable. We recognize revenue in accordance with Staff Accounting Bulletin No. 104, "Revenue Recognition." Sales are recorded net of sales returns and discounts, which are estimated at the time of shipment based upon historical data.

Impairment of Long-Lived Assets — We review the recoverability of the carrying value of long-lived assets using the methodology prescribed in SFAS No. 144, "Accounting for the Impairment and Disposal of Long-Lived Assets" whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Upon such an occurrence, recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows to which the assets relate, to the carrying amount. If the asset is determined to be unable to recover its carrying value, it is written down to fair value. Fair value is determined based on discounted cash flows, appraised values or other information available in the market, depending on the nature of the assets. Methodologies for determining fair value are inherently based on estimates that may change, such as the useful lives of assets and our cash flow forecasts associated with certain assets. A change in these estimates may result in impairment charges, which would impact our operating results.

Going Concern

These financial statements are presented on the basis that the Company is a going concern. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. The Company has incurred a loss of approximately $1,500,000 in the current period and has negative working capital of approximately $1,750,000. These matters raise substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing or refinancing as may be required and, ultimately, to attain profitable operations. Management's plan to eliminate the going concern situation include, but are not limited to, the raise of additional capital through issuance of debt and equity, improved cash flow management, aggressive cost reductions, and the creation of additional sales and profits across its product lines.

Accounting for Stock Option Based Compensation

Effective July 1, 2006, the Company adopted SFAS No. 123(R), "Share-Based Payment: An Amendment of FASB Statements No. 123 and 95" using the modified prospective method. Under this method, compensation cost is recognized on or after the effective date for the portion of outstanding awards, for which the requisite service has not yet been rendered, based on the grant date fair value of those awards. Prior to July 1, 2006, the Company accounted for employee stock options using the intrinsic value method in accordance with Accounting Principles Board (APB) Opinion No. 25 (APB No. 25), "Accounting for Stock Issued to Employees," and adopted the disclosure only alternative of SFAS No. 123. For stock-based awards issued on or after July 1, 2006, the Company recognizes the compensation cost on a straight-line basis over the requisite service period for the entire award. Measurement and attribution of compensation cost for awards that are unvested as of the effective date of SFAS No. 123(R) are based on the same estimate of the grant-date or modification-date fair value and the same attribution method used under SFAS No. 123.

On November 10, 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position No. FAS 123(R)-3 "Transition Election Related to Accounting for Tax Effects of Share-Based Payment Awards". The Company has elected to adopt the alternative transition method provided in the FASB Staff Position for calculating the tax effects of stock-based compensation pursuant to SFAS No. 123(R). The alternative transition method includes simplified methods to establish the beginning balance of the additional paid-in capital pool (APIC pool) related to the tax effects of employee stock-based compensation, and to determine the subsequent impact on the APIC pool and Consolidated Statements of Cash Flows of the tax effects of employee stock-based compensation awards that are outstanding upon adoption of SFAS No. 123(R). As the Company is currently in a net operating loss position and has placed valuation allowances on its net deferred tax assets, there is no net impact on the Company's APIC pool related to stock-based compensation for the six months ended December 31, 2008.

Recent Accounting Pronouncements

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

N/A

ITEM 4T.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures. Internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) refers to the process designed by, or under the supervision of, our principal executive officer and principal financial officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Based upon this evaluation, our CEO has concluded that, without third-party specialists, our current disclosure controls and procedures are not effective to provide reasonable assurance that material information required to be included in our periodic SEC reports is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and accumulated and communicated to our senior management, including our CEO, to allow timely decisions regarding required disclosures. Management’s report is not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report.

Changes in Internal Control Over Financial Reporting. During the most recent quarter ended December 31, 2008, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) ) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1.

LEGAL PROCEEDINGS.

Effective November 30, 2007, the Superior Court of California entered a default judgment against Betacorp Management, Inc. The final judgment in the amount of $3,337,000 is expected within the next 45 to 60 days. No gain provision has been reflected in the accompanying financial statements.

While a Texas arbitrator rendered an award against the Company for $592,312, management feels once they receive a final judgment in the California case, as well as, the outcome from its appeal, the effect for the Company could result in a net gain ranging from $2,744,688 to $3,337,000.

ITEM 1A.

RISK FACTORS.

N/A

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

N/A

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

ITEM 5.

OTHER INFORMATION.

None

ITEM 6.

EXHIBITS.

Exhibit Number		Description

31.1		Certification by Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

32.1		Certification by Chief Executive Officer and Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code.

SIGNATURES

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

	PROVISION HOLDING, INC.

February 23, 2009	By:	/s/ Curt Thornton
		Curt Thornton
		Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer
		(Principal Financial Officer and Accounting Officer) and Director