U.S.
      SECURITIES AND EXCHANGE COMMISSION
              Washington,
      D.C. 20549
              Form
      10-Q





Mark
One


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





For
the quarter ended March 31, 2010





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





For
the transition period from ______ to _______





Commission
File No. 000-53104





InfoSpi Inc.
              (Name
      of small business issuer in its charter)Nevada
              (State
      or other jurisdiction of incorporationor
      organization)
            51-0668045
              (I.R.S.
      Employer Identification No.)5300 NW 12thAvenue, Suite 1
              Fort Lauderdale, Florida 33309
              (Address
      of principal executive offices)(858) 531-5723
              (Issuer’s
      telephone number)Securities
      registered pursuant to Section
              12(b)
      of the Act:
            Name
      of each exchange on which
              registered:NoneSecurities
      registered pursuant to Section 12(g) of the Act:Common Stock, $0.001(Title
      of Class)




Indicate
by checkmark whether the issuer: (1) has 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 past 90
days.






Yes [X
]   No[    ]






1






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 (Section 229.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files.






Indicate
by check mark whether the registrant is a large accelerated filed, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.






Large
accelerated filer
[  ]                                                                           Accelerated
filer [   ]






Non-accelerated
filer
[   ]                                                                           Smaller
reporting company [X]






Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act). Yes [   ]  No [X]






Applicable
Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five
Years.






N/A






Indicate
by checkmark whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934
after the distribution of securities under a plan confirmed by a
court.  Yes[   ]  No[   ]






Applicable
Only to Corporate Registrants






Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the most practicable date:











Class
            Outstanding
      as of  May 24, 2010Common
      Stock, $0.001
            61,838,753






























2


INFOSPI
INC.





Form
10-Q





Part
      1.
            FINANCIAL
      INFORMATIONItem
      1.
            Financial StatementsConsolidated
      Balance Sheets
            7Consolidated
      Statements of Operations
            8Consolidated Statement of Changes in Stockholders' Equity
            9Consolidated
      Statements of Cash Flows
            10Notes
      to Consolidated Financial Statements
            11Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            14Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            19Item
      4.
            Controls
      and Procedures
            20Part
      II.
            OTHER
      INFORMATIONItem
      1.
            Legal
      Proceedings
            21Item
      1A.
            Risk
      Factors
            21Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            21Item
      3.
            Defaults
      Upon Senior Securities
            21Item
      4.
            Reserved
      and Removed
            21Item
      5.
            Other
      Information
            22Item
      6.
            Exhibits
            23



































3


PART
I





ITEM
1. FINANCIAL STATEMENTS













INFOSPI,
INC.
















































































FINANCIAL
STATEMENTS FOR  QUARTER
ENDED:                                                                           INFOSPI,
INC.


MARCH 30,
2010


INDEPENDENT’S
AUDITORS REPORT





4











INFOSPI,
INC.














TABLE OF
CONTENTS











PART I














Item
1           Independent
Auditor’s Report





Item
2           Financial
Statements (Audited)


Balance Sheet


Statements of Operations


Statements of Changes in Stockholders’
Equity


Statements of Cash Flow








Item
3           Notes
to Financial Statements





Item
4           Consentto Use











5







CORNELL,
BEALL & LEIGH, LLC


869 N.
Main Street, Suite 203


Alpharetta,
Georgia 30004


404.694.9326























INDEPENDENT
AUDITOR’S REPORT








To the
Board of Directors and Stockholders of INFOSPI, INC.


(A
Development Stage Company)








We have
audited the accompanying financial statements of INFOSPI, INC. as of March 31,
2010, including the related balance sheet, statement of operations,
shareholders’ equity and cash flows for the period ended March 31,
2010.  These financial statements are the responsibility of the
Company’s management.  Our responsibility is to express an opinion on
these financial statements based on our audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board and Generally Accepted Accounting Principles for the
United States.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audit provides a reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of INFOSPI, INC. as of March 31, 2010,
and the results of its operation and its cash flows for the period ended March
31, 2010, are in conformity with U.S. Generally Accepted Accounting
Principles.

















John
Beall, CPA





CORNELL, BEALL & LEIGH,
LLC.


April 26,
2010





6





INFOSPI,
INC.


(A
Development Stage Company)





Balance
Sheet (Audited)


March 31,
2010
















ASSETS





As
      of March 31, 2010
            
            
            As
      of December 31, 2009CURRENT
      ASSETSCash
            
            $
            -
            
            
            $
            -Receivable
      from Others
            
            
            1,000
            
            
            
            1,000Software
            
            
            567
            
            
            
            567TOTAL
      ASSETS
            
            $
            1,567
            
            
            $
            1,567





LIABILITIES AND
STOCKHOLDERS’ EQUITY





TOTAL
      CURRENT LIABILITIES
            
            $
            -
            
            
            $
            -STOCKHOLDERS’
      EQUITY (DEFICIT)Common
      stock, $0.001 par value:  75,000,000 sharesAuthorized,
      5,567,324 shares issued and outstandingas
      of  03.31.2010 and 12.31.09
            
            
            5,567
            
            
            
            5,567Deficit
            
            
            (4,000
            )
            
            
            (4,000
            )TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            1,567
            
            
            $
            1,567





7





INFOSPI,
INC.


(A
Development Stage Company)





Statements
of Operations (Audited)


March 31,
2010



















Three
      Months Ended
            
            
            Year
      Ended
            
            
            Inception
      12.31.0703.31.10
            
            
            
            03.31.09
            
            
            
            12.31.09
            
            
            
            12.31.08
            
            
            Through
      03.31.10REVENUE
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Total
      Revenue
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -EXPENSESProfessional
      Expenses
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            3,425
            
            
            
            3,650General
      & Admin Exps
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            350
            
            
            
            350OPERATING
      INCOME (LOSS)
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            (3,775
            )
            
            $
            (4,000
            )OTHER
      INCOME (EXPENSES)
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            (
      3,775
            )
            
            $
            -Current
      Income Tax
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Income
      Tax Benefit
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -NET
      INCOME (LOSS)
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            (3,775
            )
            
            $
            (4,000
            )Basic
      (Loss) per Share
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (0.0007
            )Weighted
      Average numberof
      Common Shares outstanding
            
            
            5,567,324
            
            
            
            6,495,211
            
            
            
            5,567,324
            
            
            
            5,142,666Diluted
      (Loss) per Share assumingall
      5,000,000 warrants wereexercised
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            0.0004Weighted
      number of sharesoutstanding
      after exercise of5,000,000
      warrants
            
            
            10,567,324
            
            
            
            11,495,211
            
            
            
            10,567,324
            
            
            
            10,142,666














8





INFOSPI,
INC.


(A
Development Stage Company)





Statements
of Change in Stockholders’ Equity (Audited)


March 31,
2010






















Common
      Shares
            
            
            Stock
      Amount
            
            
            Additional
      Paid-In Capital
            
            
            Accumulated
      During the Development Stage
            
            
            Total
      Stockholders EquityCommon
      Stock Issued Per Court Order 12.31.07
            
            
            567,324
            
            
            $
            567
            
            
            
            -
            
            
            
            -
            
            
            $
            567Net
      Loss for year ended 12.31.07
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (225
            )
            
            
            (225
            )Balance,
      12.31.07
            
            
            567,324
            
            
            $
            567
            
            
            
            -
            
            
            
            (225
            )
            
            $
            342








Common
      Stock Issued per Court Order 01.15.08
            
            
            1,000,000
            
            
            $
            1,000
            
            
            
            -
            
            
            
            -
            
            
            $
            1,000Common
      Stock Issued for Cash 02.04.08
            
            
            4,000,000
            
            
            
            4,000
            
            
            
            -
            
            
            
            -
            
            
            
            4,000Net
      Loss for year ended 12.31.08
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (3,775
            )
            
            
            (3,775
            )Balance,
      03.31.10
            
            
            5,567,324
            
            
            $
            5,567
            
            
            
            -
            
            
            
            (4,000
            )
            
            $
            1,567











9





INFOSPI,
INC.


(A
Development Stage Company)





Statements
of Cash Flows (Audited)


March 31,
2010

















Three
      Months Ended
            
            
            Year
      Ended
            
            
            Inception
              12.31.0703.31.10
            
            
            
            03.31.09
            
            
            
            12.31.09
            
            
            
            12.31.08
            
            
            Through
              03.31.10CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Income (Loss)
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            (3,775
            )
            
            $
            (4,000
            )Adjustments
      to reconcile net income (loss)To
      net cash (used in) operations
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Changes
      in operating assets and liabilitiesIncrease
      (Decrease) in receivable from other
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (1,000
            )
            
            
            (1,000
            )NET
      CASH PROVIDED BY (USED IN) OPERATIONS
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (4,775
            )
            
            
            (5,000
            )CASH
      FLOWS FROM INVESTING ACTIVITIESNET
      CASH PROVIDED BY INVESTING ACTIVITIES
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Acquisition
      of software
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (567
            )CASH
      FLOWS FROM FINANCING ACTIVITIESCommon
      stock issuance
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            5,000
            
            
            
            5,567NET
      CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            5,000
            
            
            
            5,567NET
      INCREASE (DECREASE)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -CASH
      BEGINNING OF PERIOD
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -CASH
      END OF PERIOD
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Supplemental
      Disclosures of Cash Flow InformationInterest
      paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Income
      taxes paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -








10








INFOSPI,
INC.


(A
Development Stage Company)





Notes to
Financial Statements


March 31,
2010










NOTE 1.
NATURE AND BACKGROUND OF BUSINESS





InfoSpi,
Inc. (“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. (“Arrin”). Arrin’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 Arrin’s
proprietary software (used in the employee background screening industry) in
exchange for 567,324 shares of InfoSpi’s common stock which were distributed to
Arrin’s general unsecured creditors.  Under Arrin’s Plan of
Reorganization, as confirmed by the U.S. Bankruptcy Court for the Southern
District of California, InfoSpi was organized to own, develop, and market the
proprietary software developed by Arrin to automate background checks of
prospective employees.





Management
believes the Company lacks the resources to effectively market this software on
its own and is therefore engaged in a search for a merger or acquisition partner
with the resources to use the software in its own background search business or
market it to others.





The
Company has been in the development stage since its formation and has not yet
realized any revenues from its planned operations.




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
losses 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.











11





INFOSPI,
INC.


(A
Development Stage Company)





Notes to
Financial Statements


March 31,
2010










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.





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.









12








INFOSPI,
INC.


(A
Development Stage Company)





Notes to
Financial Statements


March 31,
2010











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 March 31, 2010, 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 InfoSpi, Inc. to all general
unsecured creditors of Arrin, with these creditors to receive one share in
InfoSpi for each $2.94 of Arrin’s 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 InfoSpi, Inc. to all
administrative creditors of Arrin, with these creditors to receive one share and
five warrants in InfoSpi for each $0.10 of Arrin’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 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 March
31, 2010.





NOTE 5.
INCOME TAXES





The
Company had no business activity and made no U.S. federal income tax provision
for the year 2007 or the year ended 2008.  As of March 31, 2010 there
has been no activity and no U.S. federal income tax provision
necessary.





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 share of common stock
of the Company, as at March 31, 2010. 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 year ended December 31, 2008
other than the warrants described above.





NOTE
9.  SUBSEQUENT EVENTS


There are
no subsequent events to report.









13





FORWARD
LOOKING STATEMENTS





Statements
made in this Form 10-Q that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such forward-looking statements be subject to the safe harbors for such
statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.





ITEM
2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS




BUSINESS
DEVELOPMENT




InfoSpi,
Inc. 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. ("Arrin"). Arrin filed for Chapter 11 Bankruptcy in April 2007 in
the U.S. Bankruptcy Court for the Southern District of California. Arrin's plan
of reorganization was confirmed by the U.S. Bankruptcy Court for the Southern
District of California on December 12, 2007 and became effective on December 30,
2007. The plan of reorganization provided for our establishment and the sale to
us of Arrin's proprietary software (used in the employee background screening
industry) in exchange for 567,324 shares of our common stock, which were
distributed to Arrin's general unsecured creditors. The shares of common stock
were distributed to Arrin’s general unsecured creditors pursuant to section 1145
of the Bankruptcy code and were exempt from the registration requirements of
Section 5 of the Securities Act of 1933 and any state or local law requiring
registration for an offer or sale of securities.





Agreement
for the Purchase of Common Stock and Warrants





Effective
September 16, 2009, Daniel C. Masters, Attorney at Law, representing certain
selling shareholders and warrant holders (collectively, the “Sellers”) and
Westmount Securities Corp., a corporation organized under the laws of the
Province of Quebec, representing certain purchasers (collectively, the
“Purchasers”) entered into that certain agreement for the purchase of common
stock and warrants (the “Purchase Agreement”). In accordance with the terms and
provisions of the Purchase Agreement, the Sellers sold 4,990,000 shares of our
common stock and 5,000,000 warrants to purchase shares of our common stock pany
(the “Warrants”) in exchange for $275,000. In further accordance with the terms
and provisions of the Purcahse Agreement, the initial $10,000 was deposited on
or before September 22, 2009 and the remaining final payment of $265,000 was to
be paid by September 30, 2009. All funds were paid accordingly. See “Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.”








14





Thus,
based upon our change in control, our business operations currently involve the
implementation of proprietary processes through strategic alliances. Our purpose
is to commercialize proven technologies which have been developed to address
such areas as sewer and sludge conversion and used tires and plastic recovery.
The objective is to minimize and reverse the impact of these products on the
environment. We have been in the development stage since our formation and have
not yet realized any revenues from its planned operations.





CURRENT
OPERATIONS





Our
business operations involve the commercialization of proven technologies which
have been developed to address such areas as sewer and sludge conversion and
used tires and plastic recovery. The objective is to minimize and reverse the
impact of these products on the environment. We do not engage in research and
development but seek innovations that can clearly demonstrate the viability of
large scale implementations with sustainable benefits to the
environment.





We have
an office in Fort Lauderdale with five employees and additional offices in the
United Kingdom and Valencia. We are currently setting up a fabrication center in
Israel to take advantage of important technology.





The key
areas of business will be:




·
            Waste
      management and treatment




·
            Tire
      recycling




·
            Alternate
      fuels




We plan
to implement two revolutionary technologies in the United States that management
believes will eliminate some of the most challenging contamination
problems.





Used
tires and plastic recycling





Management
believes that our revolutionary equipment will enable the recovery of up to 95%
of raw materials from tires and plastics through pyrolysis technology with no
environmental contamination. Pyrolysis is the chemical decomposition of organic
materials by heat in the absence of oxygen. This process allows for the
treatment of plastic and used tires to be converted to liquid fuel oil and
carbon. The system has the following advantages over the procedure that is
currently utilized: (i) elimination of contaminated waste being transported to
landfills; (ii) neither pollutant outputs nor wasted materials require final
disposal; (iii) the pyrolysis technology uses low temperatures; (iv) the exhaust
can be completely recycled to the heating system; and (v) reduced environmental
hazards by burning tires.





Sewage
and Sludge Treatment





The
technology that we intend to bring to the North American market will provide for
the conversion of sludge and sewer into biocrude. Pursuant to the terms and
provisions of an exclusive agreement currently being negotiated with IBS of
Spain, we intend to manufacture and install a series of sewage re-treatment
plants in North America. Management believes that this technology will permit
the process to plug into existing sewage treatment plants prior to the initial
stage of the current sewage treatment process at the point where the normal
procedure would be to transport the residual sludge to local landfill sites.
This process will thus allow for the treatment of the whole biomass obtained at
the sewage treatment plants. Management believes that such a process will result
in a biofuel of a high energy content.








15





Management
believes that the system has the following advantages over anaerobic digestion
treatment, the only alternative currently used: (i) elimination of costly
anaerobic digesters; (ii) neither pollutant outputs nor wasted materials require
final disposal; (iii) reduced production costs; (iv) the water treatment
component can recuperate up to 80% of the volume of sludge input as potable
water; (v) there is no waste sent to landfills and no waste water; (vi) all
inputs are converted into biopetroleum, which, once burned, does not add to the
net Co2 tin the environment; and (vii) methane gas release, which is a direct
consequence of anaerobic digesters, is avoided.





Methane
gas is a greenhouse pollutant 14 times more potent than carbon
dioxide.





Alternate
Fuels





Alternate
energy crops for biofuel production is another of our key objectives. As of the
date of this Quarterly Report, we are developing a strategy with regard to both
micro algae feed stock and jatropha/castor feedstock.





RESULTS
OF OPERATION








STATEMENT
      OF OPERATIONS
            
            Three
      Month Periods Ended March 31, 2010 and March 31,
      2009
            
            
            For
      the Period from December 29, 2003 (inception) to March 31,
      2010Revenue
            
            
            -0-
            
            
            
            -0-
            
            
            
            -0-ExpensesProfessional
      expenses
            
            
            -0-
            
            
            
            -0-
            
            
            
            3,650General
      and administrative expenses
            
            
            -0-
            
            
            
            -0-
            
            
            
            350Operating
      Income (Loss)
            
            
            -0-
            
            
            
            -0-
            
            
            
            (4,000
            )Net
      Income (Loss)
            
            
            -0-
            
            
            
            -0-
            
            
            
            (4,000
            )BALANCE
      SHEET DATATotal
      Assets
            
            
            1,567
            
            
            
            1,567Total
      Liabilities
            
            
            -0-
            
            
            
            -0-Total
      Stockholders’ Equity
            
            
            1,567
            
            
            
            1,567





16





ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF
OPERATION





The
summarized financial data set forth in the table below is derived from and
should be read in conjunction with our audited financial statements for the
period from inception (December 31, 2007) through March 31, 2010, including the
notes to those financial statements which are included in this Quarterly Report.
The following discussion should be read in conjunction with our audited
financial statements and the related notes that appear elsewhere in this
Quarterly Report. The following discussion contains forward-looking statements
that reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Our audited
financial statements are stated in United States Dollars and are prepared in
accordance with United States Generally Accepted Accounting
Principles.





As noted
above, we were recently organized as the result of the bankruptcy of our former
affiliate. We have conducted no operations other than acquisition of certain
software from our former affiliate, Arrin Systems, Inc., the preparation of our
filings with the SEC, and preliminary discussions with various individuals and
businesses concerning licensing (with one party) or a business combination (with
several parties). Our financial statements have been prepared assuming that we
will continue as a going concern and, accordingly, do not include adjustments
relating to the recoverability and realization of assets and classification of
liabilities that might be necessary should we be unable to continue in
operation.





We expect
we will require additional capital to meet our long term operating requirements.
We expect to raise additional capital through, among other things, the sale of
equity or debt securities.





RESULTS
OF OPERATION





Three
Month Period Ended March 31, 2010 Compared to Three Month Period Ended March 31,
2009.





Our net
loss for the three month period ended March 31, 2010 was -0- compared to a net
loss of $-0- for the three month period ended March 31, 2009. During the three
month periods ended March 31, 2010 and 2009, we did not generate any revenue
from operations.





During
the three month period ended March 31, 2010, we did not incur any operating
expenses as compared to operating expenses of $-0- incurred during the three
month period ended March 31, 2009. General and administrative expenses generally
include corporate overhead, financial and administrative contracted services,
marketing, and consulting costs.





The basic
weighted average number of shares outstanding was 10,567,324 for the three month
period ended March 31, 2010 compared to 11,495,211 for the three month period
ended March 31, 2009.






17







LIQUIDITY
AND CAPITAL RESOURCES





Three
Month Period Ended March 31, 2010





As at
March 31, 2010, our current assets were $1,567 and our current liabilities were
$-0-, which resulted in a working capital surplus of $1,567. As of March 31,
2010, current assets were comprised of $1,000 in receivable and $567 in
valuation of software.





As at
March 31, 2010, our total liabilities were $-0-.





Stockholders’
equity for the three month periods ended March 31, 2010 and March 31, 2009 was
$1,567.





Cash
Flows from Operating Activities





We have
not generated positive cash flows from operating activities. For the three month
period ended March 31, 2010, net cash flows used in operating activities was
$-0-. For the three month period ended March 31, 2009, net cash flows used in
operating activities was $-0-.





Cash
Flows from Investing Activities





We did
not engage in any investing activities during the three month periods ended
March 31, 2010 and March 31, 2009.





Cash
Flows from Financing Activities





We have
financed our operations primarily from debt or the issuance of equity
instruments. For the three month period ended March 31, 2010, net cash flows
provided from financing activities was $-0- compared to $-0- for the three month
period ended March 31, 2009.





PLAN
OF OPERATION AND FUNDING





As noted
above, we were recently organized as the result of the bankruptcy of our former
affiliate. We have conducted no operations other than acquisition of certain
software from our former affiliate, Arrin Systems, Inc., the preparation of our
filings with the SEC, and preliminary discussions with various individuals and
businesses concerning licensing (with one party) or a business combination (with
several parties). We have no cash. It is anticipated that we will incur expenses
in the implementation of the business plan described herein. Because we have no
capital with which to pay these anticipated expenses, our present management may
pay these charges with their personal funds, as interest free loans us, or as
capital contributions. Therefore, we will also need advances and issuance of
debt instruments to fund our operations over the next six months. In connection
with our future business plan, management anticipates additional increases in
operating expenses and capital expenditures relating to our business operations.
We would finance these expenses with further issuances of securities and debt
issuances. We expect we would need to raise additional capital and generate
revenues to meet long-term operating requirements. Additional issuances of
equity or convertible debt securities would result in dilution to our current
shareholders. Further, such securities may have rights, preferences or
privileges senior to our common stock. Additional financing may not be available
upon acceptable terms, or at all.








18





MATERIAL
COMMITMENTS





As of the
date of this Quarterly Report, we do not have any material
commitments.





PURCHASE
OF SIGNIFICANT EQUIPMENT





We do not
intend to purchase any significant equipment during the next twelve
months.





OFF-BALANCE
SHEET ARRANGEMENTS





As of the
date of this Quarterly Report, 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
are material to investors.





GOING
CONCERN





The
independent auditors' report accompanying our December 31, 2009 and December 31,
2008 financial statements contains an explanatory paragraph expressing
substantial doubt about our ability to continue as a going concern. The
financial statements have been prepared "assuming that we will continue as a
going concern," which contemplates that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.





ITEM
III. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





Market
risk represents the risk of loss that may impact our financial position, results
of operations or cash flows due to adverse change in foreign currency and
interest rates.





Exchange
Rate





Our
reporting currency is United States Dollars (“USD”).  Since we plan to
distribute and market our products outside of the United States, the fluctuation
of exchange rates may have positive or negative impacts on our results of
operations. However, all revenue and expenses will be denominated in U.S.
Dollars, and the net income effect of appreciation and devaluation of the
currency against the U.S. Dollar will be limited to our costs of goods
sold.





Interest
Rate





Interest
rates in the United States are generally controlled. Any potential future loans
will relate mainly to acquisition of properties and will be mainly
short-term. However our debt may be likely to rise in connection with
expansion and if interest rates were to rise at the same time, this could have a
significant impact on our operating and financing activities. We have not
entered into derivative contracts to hedge existing risks for speculative
purposes.








19





ITEM
IV. CONTROLS AND PROCEDURES





Evaluation
of disclosure controls and procedures





We have
performed an evaluation under the supervision and with the participation of our
management, including our Chief Executive Officer/Chief Financial Officer, of
the effectiveness of our disclosure controls and procedures, (as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation,
our management, including our Chief Executive Officer/Chief Financial Officer,
concluded that our disclosure controls and procedures were effective as of March
31, 2010 to provide reasonable assurance that information required to be
disclosed by us in the reports filed or submitted by us under the Exchange Act
is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms.





Management’s
Annual Report on Internal Control Over Financial reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Under the supervision and with the participation of our
management, including the chief executive officer and chief financial officer,
we evaluated the effectiveness of our internal control over financial reporting
as of March 31, 2010. In making this assessment, management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) in Internal Control-Integrated Framework.





This
Quarterly Report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management’s report in this Quarterly Report on Form 10-Q.





Inherent
Limitations on Effectiveness of Controls





We
believe that a control system, no matter how well designed and operated, cannot
provide absolute assurance that the objectives of the controls system are met,
and no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within a company have been detected. Our
disclosure controls and procedures are designed to provide reasonable assurance
of achieving their objectives, and our Chief Executive Officer/Chief Financial
Officer have concluded that these controls and procedures are effective at the
“reasonable assurance” level.





Changes
in internal controls





No
significant changes were implemented in our internal controls over financial
reporting during the period covered by this report that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.








20







AUDIT
COMMITTEE REPORT





Our Board
of Directors has not established an audit committee. The respective role of an
audit committee has been conducted by our Board of Directors. We are
contemplating establishment of an audit committee during fiscal year 2010. When
established, the audit committee's primary function will be to provide advice
with respect to our financial matters and to assist our Board of Directors in
fulfilling its oversight responsibilities regarding finance, accounting, and
legal compliance. The audit committee's primary duties and responsibilities will
be to: (i) serve as an independent and objective party to monitor our financial
reporting process and internal control system; (ii) review and appraise the
audit efforts of our independent accountants; (iii) evaluate our quarterly
financial performance as well as its compliance with laws and regulations; (iv)
oversee management's establishment and enforcement of financial policies and
business practices; and (v) provide an open avenue of communication among the
independent accountants, management and our Board of Directors.







PART
II. OTHER INFORMATION





ITEM
1. LEGAL PROCEEDINGS





Management
is not aware of any legal proceedings contemplated by any governmental authority
or any other party involving us or our properties. As of the date of this
Quarterly Report, no director, officer or affiliate is (i) a party adverse to us
in any legal proceeding, or (ii) has an adverse interest to us in any legal
proceedings. Management is not aware of any other legal proceedings pending or
that have been threatened against us or our properties




ITEM
1A. RISK FACTORS





No report
required.





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





No report
required.




ITEM
3. DEFAULTS UPON SENIOR SECURITIES





No report
required.





ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





Removed
and reserved.








21





ITEM
5. OTHER INFORMATION





DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS.





Effective
on April 27, 2010, our Board of Directors accepted the resignations from Chris
Hamilton as the Vice President and a director and Oliver Danan as the Vice
President and Chief Operating Officer and a director effective April 27, 2010.
Simultaneously, out Board of Directors accepted the consent from Haim Mayan as
the interim Chief Executive Officer and Chief Financial Officer effective April
27, 2010 and confirmed Mr. Mayan’s continuing appointment to our Board of
Directors. Therefore, as of the date of this Quarterly Report, the Board of
Directors is comprised of Haim Mayan, Michel Brunet and Ashley
Hollington.





Biography





Haim Mayan.Since
1990, Mr. Mayan has been engaged in executive roles with private and/or public
companies. Prior to joining us, Mr. Mayan served as president of Mayan group LLC
in Miami, Florida. Mayan Group LLC owned and operated a large condo community
and home rentals. From 1991 to present, Mr. Mayan owned and managed a
construction company and  several real-estate development and
commercial properties including, Oxembergeve LTD,  Gvahim
LTD  in Tel Aviv, and Mayan Group LLC which had  several
other successful development. Since 2005, Haim has made exhaustive research into
the conversion of existing products into oil especially into the tire to oil
market and the conversion of algae into oil for bio-diesel.





Ashley Michael
Hollington.During the past thirty years, Mr. Hollington has
been engaged as a chartered quantity surveying professional providing project
solutions at stratgeic and technical levels to a diverse range of clients. Mr.
Hollington has been a leader in a variety of project environments and has
extensive knowledge of project controls, risk management, value engineering,
problem solving and process development with the ability to view strategy and
translate into results.





From
approximately February 2008 to present, Mr. Hollington has been engaged as the
associate director of Gleeds Management Services where he is responsible for
delivery of project management services throughout Wales and the lead project
manager on two new hospital projects. From approximately February 1998 to
January 2008, Mr. Hollington was an associate at EC Harris where he was the
commercial manager to Capital Alliance Development Team, implemented common
processes, procedures and reporting structures across whole capital delivery
units, the lead commercial manager in area of delivery team and lead commercial
support to the commercial director and team in operations and maintenance arena.
From approximately 1996 through 1998, Mr Hollington was the contract development
manager at Beard Dove Ltd. where he structured contracts, contract amendments,
national framework agreements and refurbished contracts and cost plans. From
approximately 1993 through 1995, Mr. Hollington was the area office manager with
Robinson Low Francis where he was responsible for contract and staff management
and business marketing. From approximately 1992 through 1993, Mr. Hollington was
the senior surveyor with Balfour Beatty Project and Engineering where he was the
commercial lead on colling section of projects. From approximately 1989 thoguh
1992, Mr. Hollington was the associate director with How Design and Management
Limited where he was responsible for all financial and commercial aspects of
projects. From approximately 1982 through 1989, Mr. Hollington was the senior
quantity surveyor with WPE Limited (Bristol, Cardiff and London) where he was
responsible for a variety of projects involving the opening of new offices and
business. Lastly, from approximately 1973 through 1980, Mr. Hollington was a
surveyor with Tilbury Construction Limted and Espley Tyas Construction Limited,
respectively, where he was the surveyor on a vaiety of civil engineering and
building projects.






22







ITEM
      6. EXHIBITS





Exhibits:





31.1    Certification of the registrant’s
Principal Executive Officer under the Exchange Act Rules,12a-14(a) or 15d-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act 2002.





31.2
            Certification
      of the registrant’s Principal Financial Officer under the Exchange Act
      Rules, 12a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act 2002.





32.1
            Certifications
      of the registrant’s Principal Executive Officer and Principal Financial
      Officer under 18 U.S.C. Section 1350, as adopted pursuant to Section 906
      of the   Sarbanes-Oxley Act of
  2002.





SIGNATURES





In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.








INFOSPI INC.





Dated:
May 24,
2010                                                                           By:
/s/ Haim
Mayan


__________________________________


Haim Mayan, interim Chief Executive
Officer








Dated:
May 24,
2010                                                                           By:
/s/ Haim
Mayan


___________________________________


Haim Mayan, interim Chief Financial
Officer








23