UNITED STATES
                            SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, D.C. 20549

                                       FORM 10-QSB
(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                     FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2008

                                            OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

             FOR THE TRANSITION FROM ____________ TO _____________.

                       COMMISSION FILE NUMBER: 000-53123


                             ARRIN BACKGROUND, INC.
        (Exact Name of Small Business Issuer as Specified in its Charter)

            NEVADA                                               90-0347683
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

     6968 La Jolla Blvd. Ste. 208
         La Jolla, California                                       92037
(Address of principal executive offices)                         (Zip code)

                    Issuer's telephone number: (858) 531-5723

                                       N/A
              (Former name, former address and former fiscal year,
                          if changed since last report)

                                   Copies to:
                             Daniel C. Masters, Esq.
                        P. O. Box 66, La Jolla, CA 92038
                     Tel: (858) 459-1133 Fax: (858) 459-1103

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 past 90 days. Yes [X] No [ ]

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, for the period covered by this report and as at the latest practicable
date:

     At June 30, 2008, there were outstanding 5,567,324 shares of the
     Registrant's Common Stock, $0.001 par value.

Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE>
                             ARRIN BACKGROUND, INC.

ITEM 1. FINANCIAL STATEMENTS

                                                                         Page
                                                                         ----

   Balance Sheets                                                          3

   Statements of Operations                                                4

   Statements of Stockholders' Equity                                      5

   Statements of Cash Flows                                                6

   Notes to Financial Statements                                           7

                                       2
<PAGE>
                             ARRIN BACKGROUND, INC.

                                 BALANCE SHEETS
                                   (unaudited)


                                                       As of           As of
                                                      June 30,       January 14,
                                                        2008            2008
                                                      --------        --------
                                                                     (inception)
ASSETS

Assets
  Cash                                                $  1,025        $     --
  Receivable from other                                  1,000              --
  Software                                                 567             567
                                                      --------        --------
      TOTAL ASSETS                                    $  2,592        $    567

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

      TOTAL LIABILITIES                               $     --        $    225

STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock, $0.001 par value:
   75,000,000 shares authorized, 5,567,324 shares
    issued and outstanding as of 6/30/2008               5,567             567
  Deficit                                               (2,975)           (225)
                                                      --------        --------
      TOTAL SHAREHOLDERS' EQUITY (DEFICIT)               2,592             342
                                                      --------        --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY        $  2,592        $    567
                                                      ========        ========


                        See Notes to Financial Statements

                                       3
<PAGE>
                             ARRIN BACKGROUND, INC.

                             STATEMENT OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                 Period Ended         Period Ended
                                                                   June 30,            January 14,
                                                                     2008                 2008
                                                                  ----------           ----------
                                                                                       (inception)
<S>                                                               <C>                  <C>
REVENUE                                                           $       --           $       --
                                                                  ----------           ----------
Total Revenue                                                             --                   --

EXPENSES
  Professional Expense                                                 2,750                  225
  General & Admin Exps                                                    --                   --
                                                                  ----------           ----------
Operating Expense                                                      2,750                  225
                                                                  ----------           ----------

OPERATING INCOME (LOSS)                                               (2,750)                (225)

OTHER INCOME (EXPENSE)                                                    --                   --

Current Income Tax                                                        --                   --
Income Tax Benefit                                                        --                   --
                                                                  ----------           ----------

NET INCOME (LOSS)                                                 $   (2,750)          $     (225)
                                                                  ==========           ==========

Basic and diluted earning  (Loss) per Share                       $  (0.0005)          $  (0.0004)
                                                                  ----------           ----------

Weighted average number of common shares outstanding               5,064,365              567,324

Diluted (Loss) per Share assuming all 5,000,000 Warrants
 were exercised                                                   $  (0.0003)          $  (0.0001)
                                                                  ----------           ----------
Weighted number of shares outstanding after exercise
 of 5,000,000 warrants                                             9,064,365            5,567,324
</TABLE>


                        See Notes to Financial Statements

                                       4
<PAGE>
                             ARRIN BACKGROUND, INC.

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                  June 30, 2008
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                             Accumulated
                                        Common Stock           Additional     During the       Total
                                   ---------------------        Paid-in      Development    Stockholders
                                   Shares         Amount        Capital         Stage         Equity
                                   ------         ------        -------         -----         ------
<S>                               <C>           <C>           <C>            <C>            <C>
Common Stock Issued
 Per Court Order
 Jan. 14, 2008                     567,324       $   567        $    0       $      0        $    567

Net loss for period
 Ended Jan. 14, 2008                                                             (225)           (225)

Balance, Jan. 14, 2008             567,324           567             0           (225)            342
                                ----------       -------        ------       --------        --------
Common Stock Issued
 Per Court Order
 Jan. 15, 2008                   1,000,000       $ 1,000             0                          1,000

Common Stock Issued
 For Cash
 Feb. 4, 2008                    4,000,000       $ 4,000             0                          4,000

Net loss for period
 Ended June 30, 2008                                                           (2,750)         (2,750)
                                ----------       -------        ------       --------        --------

Balance, June 30, 2008           5,567,324       $ 5,567        $    0       $ (2,975)       $  2,592
                                ==========       =======        ======       ========        ========
</TABLE>

                        See Notes to Financial Statements

                                       5
<PAGE>
                             ARRIN BACKGROUND, INC.

                             STATEMENT OF CASH FLOWS
                                  June 30, 2008
                                   (unaudited)


                                                  Period Ended      Period Ended
                                                     June 30,        January 14,
                                                      2008              2008
                                                    --------          --------
                                                                    (inception)
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income (Loss)                                 $ (2,750)         $   (225)
                                                    --------          --------
  Adjustments to reconcile net income (loss) to
   net cash (used in) operations

  Changes in operating assets and liabilities         (1,225)               --
                                                    --------          --------
NET CASH PROVIDED BY (USED IN) OPERATIONS             (3,975)             (225)
                                                    --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES

NET CASH PROVIDED BY INVESTING ACTIVITIES                 --                --

Acquisition of software                                   --              (567)
                                                    --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES
  Accrued expenses                                        --               225
  Common stock issuance                                5,000               567
                                                    --------          --------
NET CASH PROVIDED BY FINANCING ACTIVITIES              5,000               792
                                                    --------          --------
NET INCREASE (DECREASE)                                1,025                --
                                                    --------          --------
CASH BEGINNING OF PERIOD                                  --                --
                                                    --------          --------
CASH END OF PERIOD                                  $  1,025          $     --
                                                    ========          ========

Supplemental Disclosures of Cash Flow Information

Interest paid                                          $     --        $     --
                                                       --------        --------
Income taxes paid                                      $     --        $     --
                                                       --------        --------


                        See Notes to Financial Statements

                                       6
<PAGE>
                             ARRIN BACKGROUND, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                       June 30, 2008 and January 14, 2008


NOTE 1. NATURE AND BACKGROUND OF BUSINESS

Arrin Background, Inc. ("the Company" or "the Issuer") was organized under the
laws of the State of Nevada on January 14, 2008. The Company was established as
part of the Chapter 11 reorganization of Arrin Systems, Inc. ("ASI"). Under
ASI's Plan of Reorganization, as confirmed by the U.S. Bankruptcy Court for the
Southern District of California, the Issuer was organized to provide employee
background screening services to employers. This business was developed by ASI
from its establishment in 2002 up until the time it filed a voluntary petition
for bankruptcy under Chapter 11 of the Bankruptcy Code in 2007. This employee
screening business, including a web site and knowledge of means of obtaining
background information, but excluding customer lists, was acquired by the Issuer
from ASI as part of the bankruptcy plan of reorganization of ASI. The Company
has been in the development stage since its formation and has not yet realized
any revenues from its planned operations.

Management believes the Company lacks the resources to effectively market its
services on its own and is therefore engaged in a search for a merger or
acquisition partner with the resources to either develop this business or enter
another line of business which will bring value to the Issuer's shareholders.

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 December 31 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.

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
<PAGE>
                             ARRIN BACKGROUND, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                       June 30, 2008 and January 14, 2008


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
<PAGE>
                             ARRIN BACKGROUND, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                       June 30, 2008 and January 14, 2008


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 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 June 30, 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 confirmed by the Bankruptcy Court: On December 12, 2007, the
Court ordered the distribution of shares in the Company to all general unsecured
creditors of Arrin Systems (ASI), with these creditors to receive one share in
the Company for each $2.94 of ASI's debt which they held. These creditors
received an aggregate of 567,324 shares in the Company on January 14, 2008.

The Court also ordered the distribution of shares and warrants in the Company to
all administrative creditors of Arrin Systems, with these creditors to receive
one share and five warrants in the Company for each $0.10 of Arrin System's
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 February 5, 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
June 30, 2008.

                                       9
<PAGE>
                             ARRIN BACKGROUND, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                       June 30, 2008 and January 14, 2008


NOTE 5. INCOME TAXES

The Company had no business activity and made no U.S. federal income tax
provision for the first six months of 2008.

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.

NOTE 7. WARRANTS AND OPTIONS

There were 5,000,000 warrants outstanding, each to acquire one additional share
of common stock of the Company, as at June 30, 2008. These warrants are more
fully described above in Note 4: Stockholders' Equity.

NOTE 8. COMMITMENT AND CONTIGENTCY

There is no commitment or contingency to disclose during the period ended June
30, 2008.

NOTE 9. SUBSEQUENT EVENTS

There are no subsequent events to report.

                                       10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     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 10QSB should be read as
being applicable to all related forward-looking statements wherever they appear
in this Form 10QSB. Our actual results could differ materially from those
discussed in this report.

     Arrin Background, Inc. ("the Company" or "the Issuer") was organized under
the laws of the State of Nevada on January 14, 2008 as part of the
implementation of the Chapter 11 plan of reorganization of Arrin Systems, Inc.
("ASI"). ASI filed for Chapter 11 Bankruptcy in April 2007 in the U.S.
Bankruptcy Court for the Southern District of California. ASI's 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 the sale to the Issuer of ASI's employee
screening business, including a web site and knowledge of means of obtaining
background information, but excluding customer lists, in exchange for 567,324
shares of the Issuer's common stock which were distributed to the general
unsecured creditors of Systems. Also pursuant to the plan, as confirmed by the
Bankruptcy Court, 1,000,000 shares and 5,000,000 warrants were issued to ASI's
administrative creditors.

     The web site software and a small amount of cash, $1,025 as of the date of
this report, are the Company's only assets. Sales, marketing, and further
development of the background screening business can be a costly process.
Management has concluded that the Company does not have the resources to compete
in this market.

     Therefore, as of the date hereof, the Company can be defined as a "shell"
company, an entity which is generally described as having no or nominal
operations and with no or nominal assets. As a shell company, our purpose at
this time, described more fully below, is to negotiate and consummate a
licensing agreement or a merger or an acquisition with a larger entity which
will bring greater value to our shareholders. We hope to consummate this
business combination with an entity engaged in a related business and thus
capable of utilizing the proprietary software currently owned by the Company,
however we will not limit our search for a business combination target to only
businesses intending to utilize the software. Our primary goal is to find a
business combination partner which will bring greater value to our shares and
our shareholders.

FINANCIAL CONDITION

     Our auditor's going concern opinion at the time of inception and the
notation in the financial statements indicate that we do not have significant
cash or other material assets and that we are relying on advances from
stockholders, officers and directors to meet limited operating expenses.

LIQUIDITY AND OPERATIONAL RESULTS

     The Company has no current operating history and does not have any revenues
or earnings from operations. The Company has no significant assets or financial
resources. We will, in all likelihood, sustain operating expenses without
corresponding revenues, at least until the closing of a merger with or
acquisition of an operating business.

     We are dependent upon our officers to meet any de minimis costs that may
occur. Our two officers and directors have agreed to provide the necessary
funds, without interest, for the Company to comply with the Securities Exchange
Act of 1934, as amended, provided that they are officers and directors of the
Company when the obligation is incurred. All advances are interest-free.

                                       11
<PAGE>
LIQUIDITY

     As of June 30, 2008, we had assets of $2,592 consisting of our web site
software and initial marketing material (valued at $567), a receivable (valued
at $1,000), and cash of $1,025. As of June 30, 2008 we had no liabilities. As of
January 14, 2008, our date of inception, our only asset was our web site
software and initial marketing material valued at $567, and we had a liability
of $225.

     We have had no revenues since our inception on January 14, 2008, and we
have no prospect of revenues unless we complete a merger or acquisition with a
revenue producing entity, of which there can be no assurance. We had a loss for
the period ended January 14, 2008 of $225 and a loss for the period ended June
30, 2008 of $2,750, and we have the prospect of continued losses unless we
complete a merger or acquisition with a profitable entity, of which there can be
no assurance.

ACCOUNTING FOR A BUSINESS COMBINATION

     In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards "SFAS" No. 141, "Business Combinations" and SFAS
No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method of accounting, and broadens the criteria for recording
intangible assets separate from goodwill. Recorded goodwill and intangibles will
be evaluated against these new criteria and may result in certain intangibles
being subsumed into goodwill, or alternatively, amounts initially recorded as
goodwill may be separately identified and recognized apart from goodwill. SGAS
No. 142 requires the use of a non-amortization approach to account for purchased
goodwill and certain intangibles. Under a non-amortization approach, goodwill
and certain intangibles is more than its fair value. Goodwill is the excess of
the acquisition costs of the acquired entity over the fair value of the
identifiable net assets acquired. The Company is required to test goodwill and
intangible assets that are determined to have an indefinite life for impairments
at least annually. The provisions of SFAS No. 142 require the completion of an
annual impairment test with any impairment recognized in current earnings. The
provisions of SFAS No. 141 and SFAS No. 142 may be applicable to any business
combination that we may enter into in the future.

     We have also been informed that most business combinations will be
accounted for as a reverse acquisition with our company being the surviving
registrant. As a result of any business combination, if the acquired entity's
shareholders will exercise control over us, the transaction will be deemed to be
a capital transaction where we are treated as a non-business entity. Therefore,
the accounting for the business combination is identical to that resulting from
a reverse merger, except no goodwill or other intangible assets will be
recorded. For accounting purposes, the acquired entity will be treated as the
accounting acquirer and, accordingly, will be presented as the continuing
entity.

ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company has not considered nor conducted any research concerning
qualitative and quantitative market risk.

ITEM 4. EVALUATION OF DISCLOSURE ON CONTROLS AND PROCEDURES

     Based on an evaluation of our disclosure controls and procedures as of the
end of the period covered by this Form 10QSB (and the financial statements
contained in the report), our president and treasurer have determined that the
our current disclosure controls and procedures are effective.

     There have not been any changes in our internal control over financial
reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) or
any other factors during the quarter covered by this report, that have
materially affected, or are reasonably likely to materially affect our internal
control over financial reporting.

                                       12
<PAGE>
                                     PART II
                               OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

     None

ITEM 2 - CHANGES IN THE RIGHTS OF THE COMPANY'S SECURITY HOLDERS

     None

ITEM 3 - DEFAULTS BY THE COMPANY ON ITS SENIOR SECURITIES

     None

ITEM 4 - SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS

     None

ITEM 5 - OTHER INFORMATION

AUDIT COMMITTEE

     Our board of directors has not established an audit committee. In addition,
we do not have a compensation committee or executive committee or similar
committees. We will not, in all likelihood, establish an audit committee until
such time as the Company generates a positive cash flow of which there can be no
assurance. We recognize that an audit committee, when established, will play a
critical role in our financial reporting system by overseeing and monitoring
management's and the independent auditors' participation in the financial
reporting process. At such time as we establish an audit committee, its
additional disclosures with our auditors and management may promote investor
confidence in the integrity of the financial reporting process.

     Until such time as an audit committee has been established, the full board
of directors will undertake those tasks normally associated with an audit
committee to include, but not by way of limitation, the (i) review and
discussion of the audited financial statements with management, and (ii)
discussions with the independent auditors regarding the matters required to be
discussed by the Statement On Auditing Standards No. 61 and No. 90, as may be
modified or supplemented.

CODE OF ETHICS

     We have adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer and persons
performing similar functions. The code of ethics will be posted on the investor
relations section of the Company's website in the event that we have such a
website section. At such time as we have posted the code of ethics on our
website, we intend to satisfy the disclosure requirements under Item 10 of Form
8-K regarding an amendment to, or waiver from, a provision of the code of ethics
by posting such information on the website.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     No reports on Form 8-K were filed during the quarter covered by this
report.

     The following exhibits are filed with this report:

     31.1 Rule 13a-14(a)/15d-14(a) - Certification of Chief Executive Officer.
     31.2 Rule 13a-14(a)/15d-14(a) - Certification of Chief Financial Officer.
     32.1 Section 1350 Certification - Chief Executive Officer.
     32.2 Section 1350 Certification - Chief Financial Officer.

                                       13
<PAGE>
                                   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: August 7, 2008               ARRIN BACKGROUND, INC.


                                   By: /s/ Harold Hartley
                                       ---------------------------------
                                       Harold Hartley
                                       President and Director


                                   By: /s/ William R. Willard
                                       ---------------------------------
                                       William R. Willard
                                       Secretary, Treasurer and Director

                                       14