UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 13, 2009

ALLIN CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

000-21395

25-1795265

(State of Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification Number)


381 Mansfield Avenue, Suite 400, Pittsburgh, Pennsylvania		15220
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (412) 928-8800

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.

Other Events.

Allin Corporation (the “Company”) filed a Form 15 today, March 13, 2009, with the Securities and Exchange Commission (“SEC”) to voluntarily deregister its common stock. The Company is eligible to deregister because it has fewer than 300 holders of record of its common stock. In filing the Form 15, the Company’s obligations to file certain reports and forms with the SEC, including Forms 10-K, 10-Q and 8-K, are immediately suspended. The Company expects that deregistration of its common stock will become effective within 90 days.

The Company is deregistering because it believes that the incremental cost of compliance with the Sarbanes-Oxley Act of 2002 and other public company reporting requirements does not provide a discernable benefit to the Company and is not in the best interests of its shareholders. Factors influencing the Company’s decision include the following:

•

the high accounting, legal and administrative costs of preparing and filing periodic reports and other filings with the SEC in comparison to the size of the Company subsequent to the sale of two of its business units;

•

the amount of time senior management of the Company is required to devote to matters related to its securities as opposed to time concentrating on the business of the Company;

•

subsequent to the sale of two business units, the lower materiality threshold for requirements to file sensitive business information and the need to maintain the confidentiality of sensitive business information that would otherwise require SEC disclosure;

•

the already limited trading volume and liquidity in the Company’s common stock; and

•

the fact that the lack of liquidity of the common stock makes it unlikely that the Company can effectively use its common stock to compensate employees, raise capital or make acquisitions.

As a result of deregistering with the SEC, the Company’s common stock will cease to be eligible to trade on the Over-the-Counter Bulletin Board. The Company’s securities will continue to be traded over the counter on the Pink Sheets, but the Company can make no assurance that any broker will continue to make a market in the Company’s common stock.

SIGNATURE

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

ALLIN CORPORATION

Dated: March 13, 2009

/s/ Dean C. Praskach

Chief Financial Officer

ALLIN CORP 8-K