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 September 30, 2009

[ ]   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                              51-0668045
                   ______                              __________
State or other jurisdiction of incorporation   (IRS Employer Identification No.)
              or organization)

                          5300 NW 12TH AVENUE, SUITE 1
                         FORT LAUDERDALE, FLORIDA 33309
                         ______________________________
                    (Address of principal executive offices)

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

 Securities registered pursuant to Section       Name of each exchange on which
             12(b) of the Act:                            registered:
                    NONE

Securities 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[ ]

<PAGE>

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  November 23, 2009
Common Stock, $0.001                       61,838,753








                                       1

<PAGE>


                                  INFOSPI INC.

                                    Form 10-Q

Part 1.            FINANCIAL INFORMATION

Item 1.            FINANCIAL STATEMENTS
                      Consolidated Balance Sheets                              4
                      Consolidated Statements of Operations                    5
                      Consolidated Statements of Cash Flows                    7
                      Notes to Consolidated Financial Statements               8

Item 2.            Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                      11

Item 3.            Quantitative and Qualitative Disclosures About Market
                     Risk                                                     16

Item 4.            Controls and Procedures                                    17

Part II.           OTHER INFORMATION

Item 1.            Legal Proceedings                                          18

Item 1A.           Risk Factors                                               18

Item 2.            Unregistered Sales of Equity Securities and Use of
                     Proceeds                                                 18

Item 3.            Defaults Upon Senior Securities                            18

Item 4.            Submission of Matters to a Vote of Security Holders        19

Item 5.            Other Information                                          19

Item 6.            Exhibits                                                   21










                                       2



<PAGE>


PART I

ITEM 1. FINANCIAL STATEMENTS

                                  INFOSPI INC.


                              FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2009
                                   (Unaudited)




































                                       3

<PAGE>
<TABLE>
<CAPTION>


                                  INFOSPI, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                               SEPTEMBER 30, 2009

                                                                          As of           As of
                                                                        30-Sep-09       31-Dec-08
                                                                        _________       _________
                                     ASSETS
<S>                                                                     <C>             <C>
CURRENT ASSETS
Cash                                                                    $       -       $       -
Receivable from others                                                      1,000           1,000
Software                                                                      567             567
                                                                        _________       _________

TOTAL  ASSETS                                                           $   1,567       $   1,567
                                                                        =========       =========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

TOTAL CURRENT LIABILITIES                                               $       -       $       -
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value:
75,000,000 shares authorized,
5,567,324 shares issued and outstanding
as of 9/30/2009 and 12/31/2008                                              5,567           5,567
Deficit                                                                    (4,000)         (4,000)
                                                                        _________       _________

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $   1,567       $   1,567
                                                                        =========       =========

</TABLE>

                        See Notes to Financial Statements


                                       4
<PAGE>
<TABLE>
<CAPTION>

                                  INFOSPI, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                             STATEMENT OF OPERATIONS
                                   (UNAUDITED)
                                                                                                                  Inception
                                                                                                                 12/31/2007
                                      Nine Months Ended                            Year Ended                     Through
                                9/30/2009           9/30/2008           12/31/2008           12/31/2007          9/30/2009

<S>                       <C>                <C>                   <C>                   <C>                  <C>
REVENUE                                 -                   -                      -                   -                      -
                          ________________   _________________     __________________    ________________     __________________
Total Revenue             $             -    $              -      $               -     $             -      $               -
                          ________________   _________________     __________________    ________________     __________________

EXPENSES
  Professional Expenses                 -               2,750                  3,425                 225                  3,650
  General & Admin Exps                  -                   -                    350                   -                    350
                          ________________   _________________     __________________    ________________     __________________

 OPERATING INCOME (LOSS)  $             -    $         (2,750)     $          (3,775)    $          (225)     $          (4,000)

 OTHER INCOME (EXPENSES)  $             -    $          2,750      $          (3,775)    $             -      $               -

Current Income Tax                      -                   -                      -                   -                      -
Income Tax Benefit                      -                   -                      -                   -                      -
                          ________________   _________________     __________________    ________________     __________________

NET INCOME (LOSS)         $             -    $          2,750      $          (3,775)    $          (225)     $          (4,000)
                          ================   =================     ==================    ================     ==================

Basic (loss) per Share                  -              0.0005                 0.0007              0.0004

Weighted Average number
of Common shares
outstanding                     5,567,324           4,999,558              5,142,666             567,324

Diluted (loss) per Share
assuming all 5,000,000
warrants were exercised                 -              0.0003                 0.0004                   -

Weighted number of shares
outstanding after exercise
of 5,000,000 warrants          10,567,324           9,999,558             10,142,666           5,567,324

</TABLE>

                        See Notes to Financial Statements


                                       5
<PAGE>
<TABLE>
<CAPTION>

                                  INFOSPI, INC.
                          (A Development Stage Company)

                   STATEMENT OF CHANGE IN STOCKHOLDERS' EQUITY
                                September 30,2009
                                   (unaudited)
                                                                                                                Accumulated
                                                                             Additional       During the            Total
                                                 Common Stock                 Paid-In        Development        Stockholders
                                          Shares           Amount             Capital            Stage              Equity
                                      ______________   ______________     ______________   _______________     _______________
<S>                                       <C>                <C>                     <C>          <C>                 <C>
Common Stock Issued Per Court
  Order Dec. 31, 2007                       567,324             $567                 $0                $0                $567

Net Loss for the year Ended
 Dec. 31, 2007                                                                                       (225)               (225)
                                      ______________   ______________     ______________   _______________     _______________

Balance, Dec. 31, 2007                      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 year
 Ended Dec. 31, 2008                                                                               (3,775)             (3,775)
                                      ______________   ______________     ______________   _______________     _______________

Balance, Dec 31. 2008                     5,567,324            5,567                  0            (4,000)              1,567
Common Stock Issued                               -                -                                                        -
Net loss for period
Ended June 30, 2009                                                                                     -                   -
                                      ______________   ______________     ______________   _______________     _______________

Balance, Mar. 31, 2009                    5,567,324          $ 5,567                $ -           $(4,000)            $ 1,567
                                      ==============   ==============     ==============    ==============      ==============
</TABLE>


                        See Notes to Financial Statements


                                       6
<PAGE>
<TABLE>
<CAPTION>

                                  INFOSPI, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                             STATEMENT OF CASH FLOWS
                               SEPTEMBER 30, 2009
                                   (UNAUDITED)
                                                                                                                     Inception
                                                                                                                     12/31/2007
                                                              Nine Months Ended                  Year Ended            Through
                                                         9/30/2009        9/30/2008      12/31/2008     12/31/2007    9/30/2009
                                                      _____________   _____________     ____________   ___________    __________
<S>                                                   <C>             <C>               <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Income (Loss)                                  $           -   $     (2,750)     $    (3,775)   $     (225)    $  (4,000)
                                                      _____________   _____________     ____________   ___________    __________
   Adjustments to reconcile net income
       (loss) to net cash (used in) operations                    -           (225)               -             -             -
   Changes in operating Assets and liabilities
        Increase (Decrease) in Receivable from Other              -         (1,000)          (1,000)            -        (1,000)
                                                      _____________   _____________     ____________   ___________    __________
NET CASH PROVIDED BY (USED IN) OPERATIONS                         -         (3,975)          (4,775)         (225)       (5,000)
                                                      _____________   _____________     ____________   ___________    __________

CASH FLOWS FROM INVESTING ACTIVITIES

NET CASH PROVIDED BY INVESTING ACTIVITIES                         -              -                -             -            -
Acquisitions of software                                          -              -                -          (567)        (567)
                                                      _____________   _____________     ____________   ___________    _________

CASH FLOWS FROM FINANCING ACTIVITIES
     Common stock issuance                                        -          5,000            5,000           567        5,567
                                                      _____________   _____________     ____________   ___________    _________
NET CASH PROVIDED BY FINANCING ACTIVITIES                         -          5,000            5,000           567        5,567
                                                      _____________   _____________     ____________   ___________    _________

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                                     $           -   $          -      $         -    $        -
                                                      _____________   _____________     ____________   ___________
</TABLE>


                        See Notes to Financial Statements



                                       7
<PAGE>
                                  INFOSPI, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements
                               September 30, 2009

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  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 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. 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.

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


                                       8
<PAGE>

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.

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, 2009,
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 Systems,  Inc.  ("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, 2008.


                                       9
<PAGE>

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
the end of the Third quarter, September 30, 2009.

NOTE 5. INCOME TAXES

The  Company  had no  business  activity  and made no U.S.  federal  income  tax
provision for the period ended September 30, 2009.

NOTE 6. RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. An officer of
the  corporation  provides  office  services  without  charge.  Such  costs  are
immaterial to the financial statements and accordingly,  have not been reflected
therein.  The  officers  and  directors  for the Company  are  involved in other
business  activities and may, in the future,  become  involved in other business
opportunities.  If a  specific  business  opportunity  becomes  available,  such
persons  may face a conflict  in  selecting  between the Company and their other
business interest. The Company has not formulated a policy for the resolution of
such conflicts.

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 September 30, 2009.  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  during the period  ended
September 30, 2009, other than the warrants described above.

NOTE 9. SUBSEQUENT EVENTS

There are no subsequent events to disclose.


                                       10
<PAGE>


                           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

GENERAL

InfoSpi Inc. was organized under the laws of the State of Nevada on December 31,
2007. We were established 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 Court 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. We have been in the development stage since
its formation and has not yet realized any revenues from its planned operations.

Please note that throughout this Quarterly  Report,  and unless otherwise noted,
the words "we," "our," "us," the "Company," or "InfoSpi," refers to InfoSpi Inc.

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 (the "Common  Stock") and 5,000,000  warrants to purchase shares of
our  Common  Stock  (the  "Warrants")  in  exchange  for  $275,000.  In  further
accordance with the terms and provisions of the Purchase Agreement,  the initial
$10,000 was deposited on or before  September  22, 2009 and the remaining  final

                                       11
<PAGE>

payment of $265,000  was to be paid by September  30, 2009.  All funds were paid
accordingly.  See "Part II. Item 2. Unregistered  Sales of Equity Securities and
Use of  Proceeds."

The screening software and a receivable of $1,000 are our assets. Additional web
site  development  and sales and  marketing of the  software for the  background
screening industry can be a costly process. Management has concluded that we may
not have the  resources  to compete in this market  unless we raise  substantial
financing.

OUR BUSINESS

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 do not engage in research  and  development  but seeks  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:

     o    Waste management and treatment
     o    Recycling
     o    Alternate fuels

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

USED TIRES AND PLASTIC RECYCLING

Our  revolutionary  equipment enables 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  allows
sludge and sewer conversion into biocrude. Under an exclusive agreement with IBS
of Spain,  we shall  manufacture  and  install  a series of sewage  re-treatment


                                       12
<PAGE>

plants in North  America.  This  technology  permits  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 allows for
the  treatment of the whole  biomass  obtained at the sewage  treatment  plants.
Management  believes  that the  results of such a process is a biofuel of a high
energy content.

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 also one of our key objectives.
We are  developing  a strategy  with  regard to both micro  algae feed stock and
jatropha/castor feedstock.


RESULTS OF OPERATION

We have not realized  revenues and have incurred  recurring  losses to date. 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.

The  summarized  financial data set forth in the table below is derived from and
should be read in conjunction  with our unaudited  financial  statements for the
nine month  periods ended  September 30, 2009 and September 30, 2008,  including
the notes to those  financial  statements  which are included 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.

                                       13

<PAGE>


The following  table sets forth selected  financial  information for the periods
indicated.

RESULTS OF OPERATION

                                    NINE MONTH PERIOD ENDED SEPTEMBER 30,
                                                    2009
                                  __________________________________________
                                           AND SEPTEMBER 30, 2008
REVENUES
      Total Revenue                                $-0-                $-0-
EXPENSES
    Professional expenses                           -0-               2,750
    General and Administrative                      -0-                 -0-
OPERATING INCOME (LOSS)                             -0-              (2,750)
                                  __________________________________________
NET INCOME (LOSS)                                   -0-              (2,750)

We have incurred  recurring  losses to date. 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.

NINE MONTH PERIOD ENDED  SEPTEMBER  30, 2009 COMPARED TO NINE MONTH PERIOD ENDED
SEPTEMBER 30, 2008.

Our net  operating  loss for the nine month period ended  September 30, 2009 was
($-0-)  compared to a net loss of ($2,750)  during the nine month  period  ended
September 30, 2008 (a decrease in net loss of $2,750).

During the nine month period ended  September  30, 2009,  we incurred  operating
expenses  of $-0-  compared  to $2,750  incurred  during  the nine  month  ended
September 30, 2008 (a decrease of $2,750).  These  operating  expenses  incurred
during the nine month period ended  September 30, 2008 consisted of professional
expenses of $2,750.00.  We did not have any business  operations during the nine
month period ended September 30, 2009 as a result of the bankruptcy.

Our net income (loss) during the nine month period ended  September 30, 2009 was
($-0-)  compared to a net loss of ($2,750)  during the nine month  period  ended
September  30, 2008. . The weighted  average  number of shares  outstanding  was
10,567,324  for the nine month  period  ended  September  30,  2009  compared to
9,999,558 for the nine month period ended September 30, 2008.

LIQUIDITY AND CAPITAL RESOURCES


                                       14
<PAGE>

NINE MONTH PERIOD ENDED SEPTEMBER 30, 2009

As at the nine month period ended  September 30, 2009,  our current  assets were
$1,567 and our  current  liabilities  were  $-0-,  which  resulted  in a working
capital surplus of $1,567. As at the nine month period ended September 30, 2009,
total assets were comprised of: (i) $1,000 in receivable  from others;  and (ii)
$567 in software.

Stockholders'  equity  (deficit)  was $1,567 at both the nine month period ended
September 30, 2009 and fiscal year ended December 31, 2008.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated  positive cash flows from operating  activities during the
period.  For the nine month period ended September 30, 2009, net cash flows used
in operating  activities was ($-0-).  For the nine month period ended  September
30, 2008, net cash flows used in operating  activities  was ($3,975)  consisting
primarily of a net loss of ($2,750). Net cash flows used in operating activities
was  adjusted by ($225) in loss to net cash used in  operations.  Net cash flows
used in  operating  activities  was  further  changed by a decrease of $1,000 in
receivable from other.

CASH FLOWS FROM INVESTING ACTIVITIES

For the nine month periods ended  September 30, 2009 and September 30, 2008, net
cash flows used in investing activities was ($-0-).

CASH FLOWS FROM FINANCING ACTIVITIES

We have financed our  operations  primarily  from the generation of revenues and
from either advancements or the issuance of equity and debt instruments. For the
nine month  period  ended  September  30,  2009,  net cash flows  provided  from
financing activities was $-0- compared to $5,000 for the nine month period ended
September  30, 2008.  Cash flows from  financing  activities  for the nine month
period ended  September  30, 2008  consisted  of $5,000 in proceeds  from common
stock issuance.

We expect that working capital requirements will continue to be funded through a
combination  of our existing  funds,  revenues,  cash flow,  debt  financing and
further issuances of securities.  Our working capital  requirements are expected
to increase in line with the growth of our business.

PLAN OF OPERATION AND FUNDING

Management  intends to finance our 2009 operations  primarily with any potential
revenue  and any cash  short  falls  will be  addressed  through  equity or debt
financing, if available.  Thereafter, we expect we will need to raise additional
capital  and  generate  revenues  to  meet  long-term  operating   requirements.
Additional  issuances of equity or convertible  debt  securities  will result in
dilution  to our  current  shareholders.  Further,  such  securities  might have
rights,  preferences  or  privileges  senior  to our  common  stock.  Additional
financing may not be available  upon  acceptable  terms,  or at all. If adequate

                                       15
<PAGE>

funds are not available or are not available on acceptable  terms, we may not be
able to take advantage of prospective new business  endeavors or  opportunities,
which could significantly and materially restrict our business operations.

Management   expects   revenues  will  commence  but  not  reach  the  point  of
profitability  in the short term.  We will need to continue to raise  additional
capital,  both  internally  and  externally,  to cover  cash  shortfalls  and to
potentially  compete in our markets.  These operating costs will include cost of
sales,   general  and  administrative   expenses,   salaries  and  benefits  and
professional fees. We have insufficient  financing  commitments in place to meet
our expected cash requirements for 2009 and we cannot assure you that we will be
able to obtain  financing on favorable  terms. If we cannot obtain  financing to
fund our operations in 2009,  then we may be required to reduce our expenses and
scale back our operations.

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, 2008 and December
31, 2007  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

                                       16
<PAGE>

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.

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 and 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 and Chief
Financial  Officer,  concluded that our disclosure  controls and procedures were
effective  as of  September  30,  2009  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 August 31, 2009. 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

                                       17
<PAGE>

detected.  Our  disclosure  controls  and  procedures  are  designed  to provide
reasonable  assurance of achieving  their  objectives,  and our Chief  Executive
Officer and our 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.

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 2009. 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

In  accordance  with the terms and  provisions  of the Purchase  Agreement,  the
Sellers sold 4,990,000 shares of Common Stock and 5,000,000 Warrants to purchase
shares of our Common Stock in exchange for  $275,000.  The Warrants were created
by Order of the U.S. Bankruptcy Court for the Southern District of California as

                                       18
<PAGE>

part of the Chapter 11 Plan of  Reorganization  of the Company's  former parent,
Arrin  Systems,  Inc.  Certain  Sellers are the  holders of  Warrants  Class A-1
through A-5, Class B-1 through B-5, Class C-1 through C-5, Class D-1 through D-5
and Class E-1 through  E-5  (collectively,  the  "Warrant  Holders"),  with each
Warrant  reflecting an aggregate of 250,000 Warrants  convertible into shares of
our common stock at either $1.00 per share or at any conversion  price as may be
determined by the vote of our Board of Directors.  The Warrant Holders  assigned
their respective  class of Warrants to certain  individuals  (collectively,  the
"Assignees") in accordance with those certain  assignment of warrant  agreements
dated November 11, 2009 (collectively, the "Assignments").

Effective  November  13,  2009,  our Board of  Directors  pursuant to  unanimous
written  consent  acknowledged  the  Warrants  and  the  respective  assignments
pursuant to the Assignments, established the conversion price of the Warrants at
$0.175 per share, and authorized the issuance of an aggregate  28,571,429 shares
of our common  stock in  accordance  with  receipt of those  certain  notices of
conversion dated November 13, 2009 from the respective Assignees  (collectively,
the "Notices of Conversion").

The  28,571,429  shares of common  stock were issued to  approximately  thirteen
non-United  States  investors in reliance on Regulation S promulgated  under the
United States  Securities Act of 1933, as amended (the  "Securities  Act").  The
shares of common  stock have not been  registered  under the  Securities  Act or
under  any  state  securities  laws  and may  not be  offered  or  sold  without
registration  with the United States  Securities  and Exchange  Commission or an
applicable   exemption  from  the  registration   requirements.   The  Assignees
acknowledged that the securities to be issued have not been registered under the
Securities  Act, that they  understood the economic risk of an investment in the
securities,  and that they had the  opportunity  to ask questions of and receive
answers from the Company's management  concerning any and all matters related to
acquisition of the securities.

Therefore,  as of the date of this  Quarterly  Report,  there are  approximately
61,838,753 shares of common stock issued and outstanding.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No report required.

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

No report required.

ITEM 5. OTHER INFORMATION
DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF PRINCIPAL OFFICERS.

Following  the  Purchase   Agreement:   (i)  Harold  Hartley   resigned  as  our
President/Chief  Executive Officer and a director  effective as of September 23,
2009; (ii) William R. Willard resigned as our Chief Financial Officer/Treasurer,
Secretary and as a director effective as of September 23, 2009; (iii) Haim Mayan

                                       19
<PAGE>

consented  to act as  our  President/Chief  Operations  Officer  and a  director
effective as of October 28, 2009;  (iv) Chris  Hamilton  consented to act as our
Vice  President/Chief  Executive Officer and a director  effective as of October
28,  2009;  (v)  Olivier  Danan  consented  to act as our  Vice  President/Chief
Operating  Officer and a director  effective  as of October 28,  2009;  and (vi)
Michel Brunet  consented to act as our Secretary and a director  effective as of
October 28, 2009.

The biographies of each of the new directors and officers are set forth below as
follows:

   NAME           AGE  POSITION WITH THE COMPANY
   ______________ ___  ______________________________________________________

   Haim Mayan      43  President and /Chief Operations Officer and a Director
   Chris Hamilton  51  Vice President/Chief Executive Officer and a Director
   Olivier Danan   35  Vice President/Chief Operating Officer and a Director
   Michel Brunet   66  Secretary and a Director.

Directors  hold  office  until the annual  meeting of our  stockholders  and the
election and qualification of their successors. Officers hold office, subject to
removal at any time by the Board,  until the  meeting of  directors  immediately
following the annual  meeting of  stockholders  and until their  successors  are
appointed and qualified.

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.

CHRIS  HAMILTON.  Mr.  Hamilton has had a varied  career  involving a variety of
positions and  industries.  Mr.  Hamilton  served three years with Her Majesty's
forces  (Parachute  Regiment).  He subsequently held senior positions in several
companies. During the past eighteen years, Mr. Hamilton has held the position of
Managing Director in two PLC business's. Effective communicating skills together
with a broad business sense enabled Mr. Hamilton to match and bring together key
partners with  complementary  skills.  In January 2002, Mr. Hamilton entered the
property development under his own banner, `Allied Developments'. He started out
consulting  with the  Barchetta  Group  who at the time  operated  out of Naples
Florida  and then joined  International  Housing  Developments  Group Inc (IHDG)
based  in Ft.  Lauderdale.  He also  created  one of the UK's  most  substantial
residential  developments,  Bay Pointe Limited,  where he still acts as Managing
Director.  Prior to joining us, Mr. Hamilton researched extensively the business
of biofuel  production and has enthusiastic  insight to renewable energy brought
about due to the strict guidelines in development  within Europe.  Since joining
us, Mr.  Hamilton  has focused on further  research  into this field in order to
best understand how to position us going forward on a global basis.


                                       20
<PAGE>


OLIVIER DANAN. As our Vice-President  and Chief Operating Officer,  Mr. Danan is
responsible for new development,  manufacturing  and research.  Prior to joining
us, Mr. Danan served as lead  architect and designer for the Danan Group,  where
he  coordinated  the  building  of  several  projects  from  2003 to 2007.  From
approximately  1998 to 2003,  Mr.  Danan  worked  as an  architect  for  several
companies  including Sehres & Danan Inc., and Rivers & Christian in Los Angeles,
California.

MICHEL A. BRUNET. Mr. Brunet is a fully bilingual  administrator with a facility
to organize teams and for interpersonal  relationships.  For the past ten years,
Mr.  Brunet  was  an  associate  founder  of the  firm  Montaigne  Group,  which
administered  properties  belonging  to the  city of  Montreal,  Quebec.  Within
Montaigne  Group,  he worked on  creating an  aviation  maintenance  facility in
Plattsburg,  New York. He was also a consultant with HyperSecure in establishing
a  relationship  within the various  governmental  levels.  Mr.  Brunet earned a
degree is  administrative  specializing  in finance and  marketing in 1969 and a
Master of Business Administration in finance at the University of Laval in 1970.
..
         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: November 23, 2009         By: /s/ HAIM MAYAN
                                 ______________________________________________
                                 Haim Mayan, President


Dated: November 23, 2009         By: /s/ HAIM MAYAN
                                 ______________________________________________
                                 Haim Mayan, interim Chief Financial Officer



                                       21