10-Q 1 g3866a.txt QTRLY REPORT FOR THE QTR ENDED 12-31-09 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2009 Commission File Number 000-53748 ARRIN CORPORATION (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 3604 54th Drive West, Ste. K204 Bradenton, FL 34210 (Address of principal executive offices, including zip code) Telephone (213) 381-7450 Facsimile (213) 384-1035 (Telephone number, including area code) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 90 days. YES [X] NO [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [ ] NO [X] 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 the definitions of "large accelerated filer, "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] 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 [X] NO [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 5,567,324 shares of Common Stock outstanding as of February 16, 2009. ITEM 1. FINANCIAL STATEMENTS The un-audited quarterly financial statements for the period ended December 31, 2009, prepared by the company, immediately follow. 2 ARRIN CORPORATION (A Development Stage Company) BALANCE SHEETS (unaudited) As of As of Dec 31, 2009 Sept 30, 2009 ------------ ------------- ASSETS Assets Cash-escrow account $ 0 $ 62,105 -------- -------- TOTAL ASSETS $ 0 $ 62,105 ======== ======== LIABILITIES Current Liabilities Payable per Bankruptcy Plan $ 0 $ 62,105 -------- -------- TOTAL LIABILITIES 0 62,105 STOCKHOLDERS' EQUITY (DEFICIT) Common stock, $0.001 par value: 75,000,000 shares authorized, 5,567,324 shares issued and out as of 9/30/ and 12/31 2009 5,567 5,567 Deficit accumulated during development stage (5,567) (5,567) -------- -------- TOTAL SHAREHOLDERS' EQUITY (DEFICIT) 0 0 -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 0 $ 62,105 ======== ======== See Notes to Financial Statements 3 ARRIN CORPORATION (A Development Stage Company) STATEMENT OF OPERATIONS (unaudited)

See Notes to Financial Statements 4 ARRIN CORPORATION (A Development Stage Company) STATEMENT OF CASH FLOWS (unaudited)

See Notes to Financial Statements 5 ARRIN CORPORATION (A Development Stage Company) Notes to Financial Statements December 31, 2009 NOTE 1. NATURE AND BACKGROUND OF BUSINESS Arrin Corporation ("the Company" or "the Issuer") was organized under the laws of the State of Nevada on December 31, 2007. The Company was established as part of the Chapter 11 reorganization of Arrin Systems, Inc. ("Systems"). Under Systems' Plan of Reorganization, as confirmed by the U.S. Bankruptcy Court for the Southern District of California, Arrin was organized to collect monthly payments from the sale of Systems' assets for the benefit of Systems' creditors, and to make pro-rata distributions of the money received from that sale to Systems' creditors. Thus the Company acts essentially as an escrow agent, receiving funds for the benefit of others and then distributing those funds to their intended recipients. The Bankruptcy Court also ordered that shares in Arrin Corporation be distributed to Systems' creditors in the expectation that the Company would develop or acquire additional business or assets, further benefiting Systems' creditors. The Company has been in the development stage since its formation and has not yet developed or acquired any additional business. Its only activity is the single, Court ordered, escrow operation described above. The Company ceased its escrow operation on or about December 1, 2009. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. BASIS OF ACCOUNTING The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a June 30 year-end. b. BASIC EARNINGS PER SHARE In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. SFAS No. 128 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. Basic net loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are computed by dividing the net loss by the weighted average number of common shares potentially outstanding, assuming that all outstanding warrants, options, etc. were exercised. The Company has warrants outstanding which are exercisable for a total of 5,000,000 common shares, however the exercise price on these is such that their exercise would be anti-dilutive. c. ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. d. CASH and CASH EQUIVALENT For the Balance Sheet and Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. 6 ARRIN CORPORATION (A Development Stage Company) Notes to Financial Statements December 31, 2009 e. GOODWILL and OTHER INTANGIBLE ASSETS Goodwill represents the excess of the cost of businesses acquired over the fair value of the identifiable net assets at the date of acquisition. Goodwill and intangible assets acquired in a purchase or business combination and determined to have indefinite useful lives are not amortized, but instead are evaluated for impairment annually and if events or changes in circumstances indicate, the carrying amount may be impaired per Statement of Financial Accounting Standards, No.142 ("SFAS 142"), "Goodwill and Other Intangible Assets". An impairment loss would generally be recognized when the carrying amount of the reporting unit's net assets exceeds the estimated fair value of the reporting unit. The estimated fair value is determined using a discounted cash flow analysis. SFAS 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144, "Accounting for Impairment or Disposal of Long-Lived Assets". f. REVENUE RECOGNITION The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue. The Company accrues for warranty costs, sales returns, bad debts, and other allowances based on its historical experience. g. STOCK-BASED COMPENSATION Statement of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based Compensation", provides for the use of a fair value based method of accounting for stock-based compensation. However, SFAS 123 allows the measurement of compensation cost for stock options granted to employees using the intrinsic value method of accounting prescribed by Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to Employees", which only requires charges to compensation expense for the excess, if any, of the fair value of the underlying stock at the date a stock option is granted (or at an appropriate subsequent measurement date) over the amount the employee must pay to acquire the stock. The Company has elected to account for employee stock options using the intrinsic value method under APB 25. By making that election, the Company is required by SFAS 123 to provide pro forma disclosures of net loss as if a fair value based method of accounting had been applied. h. INCOME TAXES Income taxes are provided for using the liability method of accounting in accordance with SFAS No. 109 "ACCOUNTING FOR INCOME TAXES." A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. 7 ARRIN CORPORATION (A Development Stage Company) Notes to Financial Statements December 31, 2009 i. IMPACT OF NEW ACCOUNTING STANDARDS The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position, or cash flow. NOTE 3. GOING CONCERN The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have significant cash of its own (its cash is held in trust for others) or other material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the company. NOTE 4. STOCKHOLDERS' EQUITY - COMMON STOCK The authorized common stock of the Company consists of 75,000,000 shares with $0.001 par value. No other class of stock is authorized. As of December 31, 2009 and 2008, there were a total of 5,567,324 common shares issued and outstanding. The Company's first and second stock issuances took place pursuant to the Plan of Reorganization of Arrin Systems, Inc. ("Systems") confirmed by the U.S. Bankruptcy Court. On December 12, 2007, the Court ordered the distribution of shares in Arrin Corp. ("Arrin" or the "Company") to all general unsecured creditors of Systems, with these creditors to receive one share in Arrin for each $2.94 of Systems' debt which they held. These creditors received an aggregate of 567,324 shares in the Company on December 31, 2007. The Court also ordered the distribution of shares and warrants in Arrin to all administrative creditors of Systems, with these creditors to receive one share and five warrants in Arrin for each $0.10 of Systems' administrative debt which they held. On January 15, 2008, these creditors received an aggregate of 1,000,000 common shares in the Company and 5,000,000 warrants consisting of 1,000,000 "A Warrants" each convertible into one share of common stock at an exercise price of $1.00; 1,000,000 "B Warrants" each convertible into one share of common stock at an exercise price of $2.00; 1,000,000 "C Warrants" each convertible into one share of common stock at an exercise price of $3.00; 1,000,000 "D Warrants" each convertible into one share of common stock at an exercise price of $4.00; and 1,000,000 "E Warrants" each convertible into one share of common stock at an exercise price of $5.00. On December 3, 2009. The Company lowered the exercise price of each of the above warrants to $0.001 per share. On February 4, 2008 the Company issued a total of 4,000,000 shares of common stock to an Officer and Director in exchange for $4,000 in cash to be used as operating capital for the Company. The shares were issued at a price of $0.001 per share which is their par value. As a result of these issuances there were a total 5,567,324 common shares issued and outstanding, and a total of 5,000,000 warrants issued and outstanding, at September 30, 2008 and also at December 31, 2009. NOTE 5. INCOME TAXES The Company had no income and made no U.S. federal income tax provision for the years ended June 30, 2009 and 2008 or for the quarters ended December 31, 2009 and 2008. 8 ARRIN CORPORATION (A Development Stage Company) Notes to Financial Statements December 31, 2009 NOTE 6. RELATED PARTY TRANSACTIONS The Company neither owns nor leases any real or personal property. An officer of the corporation provides office services without charge. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein. The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts. On December10, 2009, Stephen H. Liu acquired 4,000,000 common shares from an officer and director of the Company, and an additional 1,000,000 common shares and 5,000,000 warrants from other shareholders that pursuant to the closing of a share purchase agreement. NOTE 7. WARRANTS AND OPTIONS There were 5,000,000 warrants outstanding, each to acquire one share of common stock of the Company, as at December 31, 2009 and 2008. These warrants are more fully described above in Note 4: Stockholders' Equity. NOTE 8. COMMITMENT AND CONTINGENCY There is no commitment or contingency to disclose as of the periods ended December 31, 2009 or 2008 other than the warrants described above and the commitment to pay funds held for the benefit of the creditors of Arrin Systems, Inc. to those creditors on a quarterly basis. NOTE 9. CASH HELD FOR THE BENEFIT OF OTHERS As discussed in Note 1 above, the Company's has operated essentially as an escrow agent, receiving funds from the sale of the assets of its bankrupt former affiliate, Arrin Systems, Inc., and then distributing those funds to the creditors of Arrin Systems, Inc. Thus the cash shown on the Company's Balance Sheets is held for others, and the receipt of that cash is not considered revenue to the Company and thus is not shown in its Statement of Operations. NOTE 10. SUBSEQUENT EVENTS On February 8, 2010, Stephen H. Liu ("Liu") loaned the Company $250,000 pursuant to a Convertible Note ("Note") of the same date. The Note requires the Company to repay Liu $250,000 with simple interest (payable semi-annually) accruing at the annual rate of 5% on February 8, 2012. The terms of the Note allow Liu to convert at any time (upon written notice of conversion) any portion of the principal of the Note or interest therupon into Company common stock as follows: the number of shares of common stock to be issued upon each conversion of the Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price, and then multiplied by One Hundred Twenty Percent (120%). The Conversion Price per share shall be the average of the three lowest closing bid prices for the common stock on the OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the common stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the common stock is listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. Liu is the Company's Chief Executive Officer, Chairman of its Board of Directors and its largest and controlling shareholder. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION FORWARD LOOKING STATEMENTS The discussion contained herein contains "forward-looking statements" that involve risk and uncertainties. These statements may be identified by the use of terminology such as "believes," "expects," "may," "should" or "anticipates" or expressing this terminology negatively or similar expressions or by discussions of strategy. 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. Our actual results could differ materially from those discussed in this report. BUSINESS COMPANY HISTORY AND PLAN OF OPERATION. Arrin Corporation ("the Company" or "the Issuer") was organized under the laws of the State of Nevada on December 31, 2007 as part of the implementation of the Chapter 11 plan of reorganization of Arrin Systems, Inc. ("Systems"). Systems filed for Chapter 11 Bankruptcy in April 2007 in the U.S. Bankruptcy Court for the Southern District of California. Systems' plan of reorganization was confirmed by the Court on December 12, 2007 and became effective on December 30, 2007. The plan of reorganization provided for the establishment of the Issuer and for the Issuer to receive, on a monthly basis, the proceeds of the sale of Systems' business contracts from the buyer of those contracts, Acxiom Corporation. The plan of reorganization also required the Issuer to prepare and mail checks to Systems' unsecured creditors representing their pro rata share of the proceeds received from the sale of System's contracts to Acxiom Corporation. These receipts and disbursements were to continue for three years after which the payments from Acxiom and to the creditors will cease. Thus, in effect, the business of the Issuer has been to act as an escrow agent for the benefit of Systems' creditors. The Company ceased its escrow operation on or about December 1, 2009. The Company is seeking to acquire or acquire a new business. RESULTS OF OPERATIONS Results of Operations: As noted above, the Company's operations consist of `trust like' or "escrow like' activities in which funds are received, held briefly, and paid out, all for the benefit of the payees. The Company has no revenue over which it has discretion to do with as management might decide. We had a loss in our first fiscal year of $5,567. There was no net operating income and no net operating loss during the fiscal year ended June 30, 2009 nor during the six month period ended December 31, 2009. LIQUIDITY AND CAPITAL RESOURCES Liquidity: The Company had no cash or other liquid instruments at December 31, 2009 and cash of $29,082 at June 30, 2009. These funds were being held in trust for distribution to the bankruptcy creditors of Arrin Systems, Inc. and thus were not assets owned by the Issuer. It is anticipated that we will incur only nominal expenses in the implementation of the business plan described herein. Because we have no capital with which to pay these anticipated expenses, present management of the Company will pay these charges with their personal funds, as loans to the Company or as capital contributions. Capital Resources: As noted above, the Company has no significant capital resources of its own but will rely upon loans or capital contributions from management to meet its needs. 10 GOING CONCERN The accompanying financial statements are presented on a going concern basis. The company's financial condition raises substantial doubt about the Company's ability to continue as a going concern. The Company does not have significant cash or other material assets other than that held in trust for others and it is relying on advances from stockholders, officers and directors to meet its limited operating expenses. OFF BALANCE SHEET ARRANGEMENTS We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Our management team, under the supervision and with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act, as of the last day of the fiscal period covered by this report, December 31, 2009. The term disclosure controls and procedures means our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive officer and our principal financial officer concluded that, as of December 31, 2009, our disclosure controls and procedures were effective at a reasonable assurance level. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There were no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2009 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 1A. RISK FACTORS There have been no material changes to the risks of our business from those stated in our Form 10-12G filed with the SEC on July 29, 2009. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None 11 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 No. Description --- ----------- 31.1 Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 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, thereunto duly authorized. Date: February 16, 2010 ARRIN CORPORATION By: /s/ Stephen H. Liu ----------------------------------- Stephen H. Liu Chairman/CEO 12

Arrin CORP 10-Q