10-Q 1 g5133a.txt QTRLY REPORT FOR THE QTR ENDED 3-31-11 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 MARCH 31, 2011 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. K104 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: 10,567,324 shares of Common Stock outstanding as of May 23, 2011. ITEM 1. FINANCIAL STATEMENTS FORWARD-LOOKING STATEMENTS OUR DISCLOSURE AND ANALYSIS IN THIS QUARTERLY REPORT ON FORM 10-Q CONTAINS SOME FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS GIVE OUR CURRENT EXPECTATIONS OR FORECASTS OF FUTURE EVENTS. YOU CAN IDENTIFY THESE STATEMENTS SINCE THEY DO NOT RELATE STRICTLY TO HISTORICAL OR CURRENT FACTS. SUCH STATEMENTS MAY INCLUDE WORDS SUCH AS "ANTICIPATE," "ESTIMATE," "EXPECT," "PROJECT," "INTEND," "PLAN," "BELIEVE," "HOPE" AND OTHER WORDS AND TERMS OF SIMILAR MEANING. IN PARTICULAR, THESE INCLUDE, AMONG OTHERS, STATEMENTS RELATING TO OUR BUSINESS PLAN AND OUR INTENTION TO SEEK A BUSINESS COMBINATION WITH AN OPERATING ENTITY, THE IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS, AND OTHER STATEMENTS REGARDING MATTERS THAT ARE NOT HISTORICAL FACTS OR STATEMENTS OF CURRENT CONDITION. THERE ARE IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. WE UNDERTAKE NO OBLIGATION (AND EXPRESSLY DISCLAIM ANY SUCH OBLIGATION) TO PUBLICLY UPDATE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY LAW. YOU ARE ADVISED, HOWEVER, TO REVIEW ANY FURTHER DISCLOSURES WE MAKE ON RELATED SUBJECTS IN OUR FILINGS WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ALL OF WHICH ARE AVAILABLE IN THE SEC EDGAR DATABASE AT WWW.SEC.GOV AND FROM US. The un-audited quarterly financial statements for the period ended March 31, 2011, prepared by the Company, immediately follow. 2 ARRIN CORPORATION (a Development Stage Company) Balance Sheets (Unaudited) --------------------------------------------------------------------------------

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 Shareholders' Equity (Unaudited) --------------------------------------------------------------------------------

See Notes to Financial Statements 5 ARRIN CORPORATION (a Development Stage Company) Statement of Cash Flows (Unaudited) --------------------------------------------------------------------------------

See Notes to Financial Statements 6 ARRIN CORPORATION (A Development Stage Company) Notes to Financial Statements March 31, 2011 -------------------------------------------------------------------------------- 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. The Company has not earned any revenue from operations since inception. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Company". The Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception. The Company has elected a fiscal year ending on June 30. 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. 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. 7 ARRIN CORPORATION (A Development Stage Company) Notes to Financial Statements March 31, 2011 -------------------------------------------------------------------------------- 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. 8 ARRIN CORPORATION (A Development Stage Company) Notes to Financial Statements March 31, 2011 -------------------------------------------------------------------------------- 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 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. Management plans to seek a merger or acquisition target with adequate funds to support operations. Management has yet to identify a merger or acquisition target, and there is no guarantee that the Company will be able to identify such a target business in the future. 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 March 31, 2011 and 2010, there were a total of 10,567,324 and 5,567,324 common shares issued and outstanding, respectively. 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 that 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. On September 30, 2010, the Company issued an aggregate of 5,000,000 common shares to Stephen H. Liu ("Liu") upon Liu's exercise of 5,000,000 warrants to purchase Company common stock by payment of the exercise price of $.001 per share. All of these warrants were originally issued to creditors of Arrin Systems, Inc. by order of the U.S. Bankruptcy Court of Southern California as part of the Chapter 11 Plan of Reorganization of Arrin Systems, Inc. The warrants were distributed under an exemption from registration provided by Section 1145 of Title 11 of the U.S. Code (the "Bankruptcy Code"); and the sale of the 5,000,000 shares of Company common stock to Liu by exercise of the 5,000,000 warrants is also exempt from registration as provided by Section 1145 of the Bankruptcy Code. 9 ARRIN CORPORATION (A Development Stage Company) Notes to Financial Statements March 31, 2011 -------------------------------------------------------------------------------- On October 11, 2010, the Company issued a warrant to CCG Investor Relations Partners LLC ("Holder") that entitled the Holder to purchase up to 100,000 fully-paid and non-assessable shares of Company common stock at the same price paid for the Company's common stock upon the completion of its next equity financing in excess of US$500,000. The warrant expires on October 11, 2013. 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 March 31, 2009, and a total 10,567,324 common shares issued and outstanding, and 100,000 warrants issued and outstanding at March 31, 2011 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 2010 or for the quarters ended March 31, 2011 and 2010. 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 December 10, 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 pursuant to the closing of a share purchase agreement. 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 thereupon 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. On September 12, 2010, Liu loaned the Company $200,000 pursuant to a Convertible Note ("Note2") of the same date. The Note2 requires the Company to repay Liu $200,000 with simple interest (payable semi-annually) accruing at the annual rate of 5% on September 12, 2012. The terms of the Note2 allow Liu to convert at any time (upon written notice of conversion) any portion of the principal of the Note2 or interest thereupon into Company common stock as follows: the number of shares of common stock to be issued upon each conversion of the Note2 shall be determined by dividing that portion of the principal of the Note2 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 10 ARRIN CORPORATION (A Development Stage Company) Notes to Financial Statements March 31, 2011 -------------------------------------------------------------------------------- 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. On September 30, 2010, the Company issued an aggregate of 5,000,000 common shares to Liu upon Liu's exercise of 5,000,000 warrants to purchase Company common stock by payment of the exercise price of $.001 per share. All of these warrants were originally issued to creditors of Arrin Systems, Inc. by order of the U.S. Bankruptcy Court of Southern California as part of the Chapter 11 Plan of Reorganization of Arrin Systems, Inc. The warrants were distributed under an exemption from registration provided by Section 1145 of Title 11 of the U.S. Code (the "Bankruptcy Code"); and the sale of the 5,000,000 shares of Company common stock to Liu by exercise of the 5,000,000 warrants is also exempt from registration as provided by Section 1145 of the Bankruptcy Code. Liu is the Company's Chief Executive Officer, Chairman of its Board of Directors and its largest and controlling shareholder. 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 March 31, 2010 and 100,000 warrants outstanding, each to acquire one share of common stock of the Company, at March 31, 2011. 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 March 31, 2011 or 2010 other than the warrants described above. 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. The Company ceased its escrow operations on or about December 1, 2009. On February 8, 2010, Stephen H. Liu ("Liu") loaned the Company $250,000 pursuant to a Convertible Note of the same date. On September 12, 2010, Liu loaned the Company an additional $200,000 pursuant to another Convertible Note of the same date. Thus the cash shown on the Company's Balance Sheets is a loan to the Company, 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 None. 11 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. COMPANY HISTORY 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. LIQUIDITY: The Company had cash of $443,536 (and no liquid instruments) at December 31, 2010 from convertible loans from management and cash of $250,598 at June 30, 2010. Those funds at June 30, 2010 were also from convertible loans from management and thus were not revenue to the Company. 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. RESULTS OF OPERATIONS: As noted above, the Company has conducted no operations other than minimal escrow operations and the search for a merger or acquisition candidate and the preparation of its filings with the SEC since 2009. OFF-BALANCE SHEET ARRANGEMENTS: The Company has no off-balance sheet arrangements. DISCLOSURE OF CONTRACTUAL OBLIGATIONS: The Company has no contractual obligations except: (1) repayment of a Convertible Note ("Note") dated February 8, 2010, by which Stephen H. Liu ("Liu") loaned the Company $250,000. 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; and (2) repayment of a Convertible Note ("Note2") dated September 12, 2010, by which Stephen H. Liu ("Liu") loaned the Company $200,000. The Note2 requires the Company to repay Liu $200,000 with simple interest (payable semi-annually) accruing at the annual rate of 5% on September 12, 2012. The terms of each of the Note and Note2 (collectively, the "Notes") allow Liu to convert at any time (upon written notice of conversion) any portion of the principal of the Notes or interest thereupon into Company common stock as follows: the number of shares of common stock to be issued upon each conversion of the Notes shall be determined by dividing that portion of the principal of the Notes 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 12 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. 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 and it is relying on advances from stockholders, officers and directors to meet its limited operating expenses. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Management believes that the Company bears no direct market risk. The Company holds no debt or equity securities, no foreign currencies, and has no credit facility. Management of the Company has agreed to extend loans to the Company as needed to meet obligations. The Company has not made any sales, purchases, or commitments with foreign entities which would expose it to currency risks. 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, March 31, 2011. 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 March 31, 2011, 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 March 31, 2011 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 13 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-K filed with the Securities Exchange Commission on September 24, 2010. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. 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: May 23, 2011 ARRIN CORPORATION By: /s/ Stephen H. Liu ------------------------------------ Stephen H. Liu Chairman/CEO 14

Arrin CORP 10-Q