U.S. SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





AMENDMENT NO. 1 TO




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





o  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

incorporationor organization)

(I.R.S. Employer

Identification No.)19495 Biscayne Blvd., Suite 411

Aventura, Florida 33180(Address of principal executive offices)(305) 932-9795(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 o




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
o
Accelerated filer
oNon-accelerated filer
o
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 o  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 o  No o




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, 2009Common Stock, $0.001
69,990,258










INFOSPI INC.





Form 10-Q





PART 1.
FINANCIAL INFORMATIONItem 1.
Financial Statements
3Restated Balance Sheets
3Restated Statements of Operations
4Restated Statements of Cash Flows
5Restated Statements of Changes in Shareholders’ Equity (Deficit)
6Notes to Restated Financial Statements
7Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
16Item 3.
Quantitative and Qualitative Disclosures About Market Risk
22Item 4.
Controls and Procedures
22PART II.
OTHER INFORMATIONItem 1.
Legal Proceedings
24Item 1A.
Risk Factors
24Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
24Item 3.
Defaults Upon Senior Securities
25Item 4.
Submission of Matters to a Vote of Security Holders
25Item 5.
Other Information
25Item 6.
Exhibits
27





2




PART I





ITEM 1. FINANCIAL STATEMENTS





INFOSPI INC.


RESTATED FINANCIAL STATEMENTS


SEPTEMBER 30, 2009


(Unaudited)





INFOSPI, INC.
 (A DEVELOPMENT STAGE COMPANY)
 RESTATED – BALANCE SHEETS
  As Of

September 30, 2009


As Of

December 31, 2008(Unaudited)ASSETSCURRENT ASSETSCash

$
-


$
-Receivables form others


1,000



1,000TOTAL CURRENT ASSETS


1,000



1,000OTHER ASSETSSoftware


567



567TOTAL ASSETS

$
1,567


$
1,567LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)CURRENT LIABILITIESAccrued Expenses

$
37,500


$
-TOTAL CURRENT LIABILITIES


37,500



-OTHER LIABILITIES


-



-TOTAL LIABILITIES


37,500



-STOCKHOLDERS’ EQUITY (DEFICIT)Common stock, $0.001 par value, 75,000,000

Authorized, 69,990,258 and 5,567,324 shares

Issued and outstanding


69,990



5,567Paid in capital


43,132



-Accumulated deficit


(149,055
)


(4,000
)TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)


(35,933)



1,567TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

$
1,567


$
1,567
  See Notes to Restated Financial Statements
  3
  INFOSPI, INC. (A DEVELOPMENT STAGE COMPANY) RESTATED – STATEMENTS OF OPERATIONS
 Inception12/31/2007Nine Months Ended


Year Ended


Through9/30/2009


9/30/2008


12/31/2008


12/31/2007


09/30/2009(Unaudited)











(Unaudited)REVENUETotal Revenue

$
-


$
-


$
-


$
-


$
-EXPENSESProfessional Expenses


2,500



-



3,425



225



6,150General and Admin Expenses


35,000



-



350



-



35,350Stock Base Compensation


107,555



-



-



-



107,555Total Expenses


145,055



-



3,775



225



149,055OPERATING (LOSS)


(145,055
)


-



(3,775
)


(225
)


(149,055
)OTHER INCOME (EXPENSES)Current Income Tax


-



-



-



-



-Income Tax Benefit


-



-



-



-



-Total Other Income (Expenses)


-



-



-



-



-NET LOSS

$
(145,055
)

$
-


$
(3,775
)

$
(225
)

$
(149,055)Basic (Loss) per Share

$
(0.03
)

$
-


$
0.00


$
0.00Weighted Average numberOf Common SharesOutstanding


5,817,374



4,999,558



5,142,666



567,324
 
 See Notes to Restated Financial Statements
 
 4
 
 INFOSPI, INC. (A DEVELOPMENT STAGE COMPANY)
 RESTATED – STATEMENTS OF CASH FLOWS
 
 Inception12/31/2007Nine Months Ended


Year Ended


Through9/30/2009


9/30/2008


12/31/2008


09/30/2009(Unaudited)








(Unaudited)CASH FLOWS FROM OPERATING ACTIVITIESNet Loss

$
(145,055
)

$
-


$
(3,775
)

$
(149,055
)Adjustments to reconcile net lossTo cash provided (used) by operationsStock Based Compensation


107,555



-



-



107,555Increase (decrease) in operatingAssets and liabilities:Receivables from others


-



-



(1,000
)


(1,000
)Accrued Expenses


37,500



-



(225
)


37,500NET CASH PROVIDED BY (USED) BYOPERATIONS


-



-



(5,000
)


(5,000
)CASH FLOWS USED IN INVESTING ACTIVITIESAcquisition of software


-



-



-



(567
)CASH FLOWS FROM FINANCING ACTIVITIESSale of Common Stock


-



-



5,000



5,567NET INCREASE (DECREASE) IN CASH


-



-



-



-CASH AT BEGINNING OF PERIOD


-



-



-



-CASH AT END OF PERIOD

$
-


$
-


$
-


$
-SUPPLEMENTARY DISCLOSURE OFCASH FLOW INFORMATIONInterest Paid

$
-


$
-


$
-


$
-Income taxes Paid

$
-


$
-


$
-


$
-Stock based compensation

$
107,555


$
-


$
-


$
107,555
 
 See Notes to Restated Financial Statements
 
 5
 
 INFOSPI, INC.
 (A DEVELOPMENT STAGE COMPANY)
 RESTATED – STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) SEPTEMBER 30, 2009 (UNAUDITED)
 
 
 AccumulatedDuringAdditional


the


TotalCommon Stock


Paid In


Development


Stockholders’Shares


Amount


Capital


Stage


EquityCommon Stock Issued Per Court OrderDec. 31, 2007


567,324


$
567


$
-


$
-


$
567Net Loss for the year endedDec. 31, 2007


-



-



-



(225
)


(225
)Balance, Dec. 31, 2007


567,324



567



-



(225
)


342Common Stock Issued Per Court OrderJan. 15, 2008


1,000,000



1,000



-



-



1,000Common Stock Issued For CashFeb. 4, 2008


4,000,000



4,000



-



-



4,000Net loss for year endedDec. 31, 2008


-



-



-



(3,775
)


(3,775
)Balance, Dec. 31, 2008


5,567,324



5,567



-



(4,000
)


1,567Net loss for the quarter endedMar. 31, 2009


-



-



-



(5,000
)


(5,000
)Balance, Mar. 31, 2009


5,567,324



5,567



-



(9,000
)


(3,433
)Net loss for the quarter endedJune. 30, 2009


-



-



-



(15,000
)


(15,000
)Balance, June 30, 2009


5,567,324



5,567



-



(24,000
)


(18,433
)Common Stock Issued For WarrantsSept. 22, 2009


28,571,429



28,571



(28,571
)


-



-Common Stock Issued For CompensationSept. 23, 2009


35,851,505



35,852



71,703



-



107,555Net loss for the quarter endedSept. 30, 2009


-



-



-



(125,055
)


(125,055
)Balance, Sept. 30, 2009


69,990,258


$
69,990


$
43,132


$
(149,055
)

$
(35,933
)
 
 See Notes to Restated Financial Statements
 
 6
 
 INFOSPI, INC.
 (A Development Stage Company)
 Notes to Restated 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.
 
 On approximately December 5, 2010, the Board of Directors of InfoSpi, Inc., a Nevada corporation (the “Company”), was advised by its newly appointed independent public accountants, Randall N. Drake, CPA, P.A. (“Drake”), that its financial statements reviewed and/or audited by its prior independent public accountant, Cornell, Beale & Leigh, LLC (CB&L”), for the quarters referenced below as filed with the Securities and Exchange Commission could not be relied upon since CB&L are not registered under the Public Company Accounting Oversight Board (the “PCAOB”):
 
 Period Ended

Form

Date Filed with SECSeptember 30, 2009

10-Q

November 23, 2009December 31, 2009

10-K

April 14, 2010March 31, 2010

10-Q

April 24, 2010June 30, 2010

10-Q

August 13, 2010
 
 As a result, the Board of Directors of the Company concluded on December 5, 2010 that its previously issued financial statements for the periods above should no longer be relied upon.
 
 RESTATED FINANCIAL STATEMENTS
 
 The Company is restating its financial statements to reflect (1) previous unrecorded expenses (2) additional common stock issuances (3) change in earnings per share and (4) the effect on retained earnings (deficit).
 
 The resulting changes do not impact the company’s income tax provision.
 
 The following chart represents the company’s operating results as originally filed and as restated for the nine months ended September 30, 2009.
  7
  Originally Filed


RestatedNine Months Ended


Nine Months Ended9/30/2009


9/30/2009(Unaudited)


(Unaudited)REVENUETotal Revenue

$
-


$
-EXPENSESProfessional Expenses


-



2,500General and Admin Expenses


-



35,000Stock Base Compensation


-



107,555Total Expenses


-



145,055OPERATING (LOSS)


-



(145,055
)OTHER INCOME (EXPENSES)Current Income Tax


-



-Income Tax Benefit


-



-Total Other Income (Expenses)


-



-NET (LOSS)

$
-


$
(145,055
)
 Basic (Loss) per Share

$
-


$
(0.03
)Weighted Average numberOf Common SharesOutstanding


5,567,324



5,817,374Diluted (loss) per ShareAssuming all 5,000,000Warrants were exercised

$
-


$
-Weighted number of SharesOutstanding after exerciseof 5,000,000 warrants


10,567,324



-
 8
  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
 
 The Company computes loss per share for both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.
 
 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  Sheets  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
 
 The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Intangible assets were comprised of website assets. Factors the Company considers to be important which could trigger an impairment review include the following:
 
 1.
Significant underperformance relative to expected historical or projected future operating results;
 
 2.
Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and
 
 3.
Significant negative industry or economic trends.
 9
  When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows.
 
 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
 
 The Company accounts for stock-based compensation which addresses the accounting for employee stock options. The cost of all employee stock options, as well as other equity-based compensation arrangements, must be reflected in the financial statements over the vesting period based on the estimated fair value of the awards.  During the nine months ended September 30, 2009 and September 30, 2008, the Company had stock-based compensation expense related to issuances of stock options and warrants to the Company's employees, directors and consultants of $107,555 and $0 respectively.
 
 h. INCOME TAXES
 
 The Company accounts for income taxes using the asset and liability method.  The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduced deferred tax assets to the amount that is believed more likely than not to be realized.
 
 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.
  10
 
 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.
 
 Management has evaluated the impact of these new accounting standards and does not anticipate any restatement of these financial statements because of the retroactive application of these new accounting standards.
 
 Going concern limitations may prevent the realization of the recorded values of assets and/or liabilities.
 
 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 September 30, 2009, there were a total of 69,990,258 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.
 
 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.
 
 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.
 
 CONVERSION OF WARRANTS
 
 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 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”).
  11
 
 On November 13, 2009 and effective September 22, 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 at Par Value ($0.001) 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.
  SERVICES RENDERED
  On October 28, 2009 and effective September 23, 2009, our Board of Directors pursuant to unanimous written consent authorized the issuance of an aggregate 35,851,505 shares of restricted common stock in exchange for prior services rendered including, but not limited to, introduction to potential funding arrangements and various strategic partners.
  The 35,851,505 shares of common stock were issued to approximately five United States investors in reliance on Regulation D promulgated under 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 investors 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 our management concerning any and all matters related to acquisition of the securities.
  NOTE 5. INCOME TAXES
 
 The Company accounts for income taxes for financial statement recognition of the impact of a tax position, if that position is more likely than not to be sustained on examination, based on the technical merits of the position.  Based on management's assessment, the Company's results of operations or financial position required no adjustments. The period-end analysis supports the conclusion that the Company does not have an accrual for uncertain tax positions as of September 30, 2009.  If interest and penalties were to be assessed, the Company would charge interest to interest expense and penalties to other operating expense.  It is not anticipated that unrecognized tax benefits would significantly increase or decrease within nine (9) months of the reporting date.
 
 The Company provides a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards.  The Company has incurred net operating losses of $149,055 which expire in 2024.
  12
  The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined.  Because of the uncertainty surrounding the realization of the loss carryforwards, the Company has established a valuation allowance equal to the tax effect of the loss carryforwards and, therefore, no deferred tax asset has been recognized for the loss carryforwards.  The net deferred tax asset is approximately $nil as of September 30, 2009, for which the Company recorded a valuation allowance because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
 
 The components of the net deferred tax asset at September 30, 2009 and 2008 and the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are indicated below:
  Nine Mos. Ended Sept. 30, 2009


Period From Inception December 31, 2007 to

December 31, 2008Net operating losses carried forward

$
145,055


$
4,000Statutory tax rate


35%



35%Effective tax rate


-



-Deferred tax asset


51,000



1,400Valuation allowance


(51,000)



(1,400
)Net deferred tax asset

$
0


$
0
 
 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. 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 8. CONSULTING AGREEMENT
 
 On March 1, 2009 the Company entered into a consulting agreement with a consulting firm. Services to be provided include economic analysis, economic forecast, negotiate and endeavor to arrange sales and/or purchases and/or distribution agreements and/or joint venture agreement on a best efforts basis.  Terms of the agreement include monthly fees in the amount of $5,000; reimburse expenses up to $9,000 for expenses previously incurred.  The agreement can be terminated by other party upon a 90 days written notice.
  13
 
 NOTE 9. SUBSEQUENT EVENTS
 
 These financial statements were approved by management and were issued on January 28, 2011.
 Subsequent events have been evaluated through this date and include the following:
 
 ·
On January 8, 2010, the Company entered an executive employment agreement effective January 11, 2010 with the previous chief executive officer.  Terms of the agreement include an (inception bonus) of $150,000 and monthly payments of $15,000.  The agreement expires on December 31, 2013.
  ·
On January 17, 2010 the Company entered into a convertible promissory note with an advisory consulting firm in the amount of $59,000.  Terms include a bonus payment (interest) in the amount of $5,900.  The note includes a voluntary conversion feature allowing the holder to convert all or part of the amount outstanding into fully paid, non-assessable whole shares of the Company at a rate of $0.03 per share.
  ·
On February 10, 2010 the Company entered into a convertible promissory note with a web designer in the amount of $3,150.  Terms include a bonus payment (interest) in the amount of $315.  The note includes a voluntary conversion feature allowing the holder to convert all or part of the amount outstanding into fully paid, non-assessable whole shares of the Company at a rate of $0.03 per share.
  ·
On February 10, 2010 the Company entered into a convertible promissory note with a project consultant in the amount of $7,800.  Terms include a bonus payment (interest) in the amount of $780.  The note includes a voluntary conversion feature allowing the holder to convert all or part of the amount outstanding into fully paid, non-assessable whole shares of the Company at a rate of $0.03 per share.
  ·
On February 10, 2010 the Company entered into a convertible promissory note with an engineering firm in the amount of $27,600.  Terms include a bonus payment (interest) in the amount of $2,760.  The note includes a voluntary conversion feature allowing the holder to convert all or part of the amount outstanding into fully paid, non-assessable whole shares of the Company at a rate of $0.03 per share.
  ·
Effective June 15, 2010, the Board approved an Amendment to our Articles to increase the authorized capital stock from 75,000,000 shares to 350,000,000 shares of Common Stock, $0.001 par value, and 100,000,000 shares of Preferred Stock, $0.001 par value.
 
 ·
On July 5, 2010 the Company entered into a convertible promissory note with an investment firm (a related party) in the amount of $5,000.  Terms include a bonus payment (interest) in the amount of $500.  The note includes a voluntary conversion feature allowing the holder to convert all or part of the amount outstanding into fully paid, non-assessable whole shares of the Company at a rate of $0.03 per share.
  14
  ·
On July 19, 2010 the Company entered into a convertible promissory note with a private individual (a related party) in the amount of $14,000.  Terms include a bonus payment (interest) in the amount of $1,400.  The note includes a voluntary conversion feature allowing the holder to convert all or part of the amount outstanding into fully paid, non-assessable whole shares of the Company at a rate of $0.03 per share.
  ·
Effective July 22, 2010, the Board approved an Amendment to our Articles to: (i) increase the authorized capital structure of the Company by increasing the number of authorized shares of Common Stock from 350,000,000 shares of Common Stock to 750,000,000 shares of Common Stock; and (ii) ratify the prior amendment to the articles of incorporation increasing the number of authorized shares of common stock, par value $0.001, to 350,000,000 shares of Common Stock effected July 22,  2010 (the “2010 Amendment”).
 
 ·
On August 5, 2010 the Board of Directors approved the acceptance of a loan from an investment firm (a related party) in the amount of $11,000.  On October 14, 2010 the Board approved a convertible promissory note in the amount of $11,000.  Terms include a bonus payment (interest) in the amount of $1,100.  The note includes a voluntary conversion feature allowing the holder to convert all or part of the amount outstanding into fully paid, non-assessable whole shares of the Company at a rate of $0.001 per share.
  ·
On August 11, 2010 the Board of Directors approved the acceptance of a loan from an investment firm (a related party) in the amount of $5,000.  On November 9, 2010 the Board approved a convertible promissory note in the amount of $5,000.  Terms include a bonus payment (interest) in the amount of $500.  The note includes a voluntary conversion feature allowing the holder to convert all or part of the amount outstanding into fully paid, non-assessable whole shares of the Company at a rate of $0.001 per share.
  ·
On November 2, 2010 the Board of Directors approved the acceptance of a loan from a management firm (a related party) in the amount of $9,300.  On November 29, 2010 the Board approved a convertible promissory note in the amount of $9,300.  Terms include a bonus payment (interest) in the amount of $930.  The note includes a voluntary conversion feature allowing the holder to convert all or part of the amount outstanding into fully paid, non-assessable whole shares of the Company at a rate of $0.001 per share.
  ·
On November 10, 2010 the Company received a letter of comment from the Securities and Exchange Commission (SEC) regarding Form 10-K for the fiscal year ending December 31, 2009. Management is cooperating fully with the SEC regarding their comments.
  15


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.





This Quarterly Report on Form 10-Q is being amended based upon the advisement from our newly appointed public accountants,Randall N. Drake, CPA., P.A. (“Drake”), that our financial statements reviewed and/or audited by our prior independent public accountant, Cornell, Beale & Leigh, LLC (CB&L”), for the quarters referenced below as filed with the Securities and Exchange Commission could not be relied upon since CB&L is not registered under the Public Company Accounting Oversight Board (the “PCAOB”):




Period Ended

Form

DateFiledwith SECSeptember 30, 2009

10-Q

November 23, 2009December 31, 2009

10-K

April 14, 2010March 31, 2010

10-Q

April 24, 2010June 30, 2010

10-Q

August 13, 2010




As a result, our Board of Directors concluded on December 5, 2010 that our previously issued financial statements for the periods above should no longer be relied upon. Therefore, we are restating our financial statements for the quarterly period ended September 30, 2009 to reflect: (i) previous unrecorded expenses; (ii) additional common stock issuances; (iii) change in earnings per share; and (iv) the effect on retained earnings (deficit). We are also amending the disclosure in the Quarterly Report to reflect these changes.




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.




16





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 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 “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:




·
Waste management and treatment


·
Recycling


·
Alternate fuels





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


17





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 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.


18




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




RESULTS OF OPERATION




Nine Month Period EndedSeptember 30, 2009


September 30, 2008RevenuesTotal Revenue

$
-0-


$
-0-ExpensesProfessional expenses


2,500



-0-General and Administrative


35,000



-0-Stock Based Compensation


107,555Operating Income (Loss)

$
(145,055
)


-0-Net Income (Loss)

$
(145,055
)


-0-








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 ( $145,055 ) compared to a net loss of $ -0- during the nine month period ended September 30, 2008 (a n increase in net loss of $ 145,055 ).





During the nine month period ended September 30, 2009, we incurred expe nses of $ 145,055 compared to $ -0- incurred during the nine month ended September 30, 2008 (a n increase of $ 145,055 ). These operating expenses incurred during the nine month period ended September 30, 2008 consisted of: (i) professional expenses of $ 2,500; (ii) general and administrative expenses of $35,000; and (iii) stock based compensation of $107,555 . We did not have any business operations during the nine month period ended September 30, 200 8 as a result of the bankruptcy.   Our expenses increased primarily based on the incurrence of $107,555 as stock based compensation resulting from the issuance of 28,571,429 shares of common stock to certain investors in accordance with conversion of warrants and the issuance of 35,851,505 shares of common stock in exchange for prior services rendered including, but not limited to, introduction to potential funding arrangements and various strategic partners.





Our net income (loss) during the nine month period ended September 30, 2009 was ($ 145,055 ) compared to a net loss of $ -0- during the nine month period ended September 30, 2008. . The weighted average number of shares outstanding was 5,817,374 for the nine month period ended September 30, 2009 compared to 4 ,999,558 for the nine month period ended September 30, 2008.




19





LIQUIDITY AND CAPITAL RESOURCES





Nine Month Period Ended September 30, 2009





As at the nine month period ended September 30, 2009, our current assets were $1, 000 and our current liabilities were $ 37,500 , which resulted in a working capital deficit of $ 36,500 . 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 ( $ 35,933) at the nine month period ended September 30, 2009 and stockholders’ equity (deficit) was $1,567 at 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-) consisting of a net loss of ($145,055) adjusted by $107,555 for stock based compensation and increase by $37,500 for accrued expenses . For the nine month period ended September 30, 2008, net cash flows used in operating activities was -0- .





Cash Flows from Investing Activities










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 both the nine month period s ended September 30, 2009 and September 30, 2008 , net cash flows provided from financing activities was $-0-.





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.




20





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 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 other than as disclosed below .





On March 1, 2009, we entered into a consulting agreement (the “Consulting Agreement”) with Schcolnik Consulting Corp. (“Schcolnik Consulting”). In accordance with the terms and provisions of the Consulting Agreement: (i)  we are to pay to Schcolnik Consulting monthly fees in the amount of $5,000 and reimburse expenses up to $9,000 previously incurred; (ii) Schcolnik Consulting shall provides services including, but not limited to, economic analysis, economic forecast, negotiate and endeavor to arrange sales and/or purchases and/or distribution agreements and/or joint venture agreements on a best efforts basis; and (iii) either party can terminate upon a 90-days written notice. As of the date of this amended Quarterly Report, the Consulting Agreement has been terminated.





PURCHASE OF SIGNIFICANT EQUIPMENT





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




21





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 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





Prior management performed an evaluation under the supervision and with the participation of management, including the prior Chief Executive Officer and prior 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, the management, including the prior Chief Executive Officer and prior Chief Financial Officer, concluded that the 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.





As of the date of this amended Quarterly Report, current management does not believe that internal controls and procedures were effective as of September 30, 2009.




22





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 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 20 11 . 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.




23








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





CONVERSION OF WARRANTS





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 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”).





On November 13, 2009 and effective September 22, 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 at a per share price of $0.001 in accordance with receipt of those certain notices of conversion dated November 13, 2009 from the respective Assignees (collectively, the “Notices of Conversion”).




24




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.




SERVICES RENDERED




On October 28, 2009 and effective September 23, 2009, our Board of Directors pursuant to unanimous written consent authorized the issuance of an aggregate 35,851,505 shares of restricted common stock in exchange for prior services rendered including, but not limited to, introduction to potential funding arrangements and various strategic partners.




The 35,851,505 shares of common stock were issued to approximately five United States investors in reliance on Regulation D promulgated under 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 investors 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 our management concerning any and all matters related to acquisition of the securities.





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 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.




25





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




NAME

AGE

POSITION WITH THE COMPANYHaim Mayan

43

President and /Chief Operations Officer and a DirectorChris Hamilton

51

Vice President/Chief Executive Officer and a DirectorOlivier Danan

35

Vice President/Chief Operating Officer and a DirectorMichel 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.




26





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.





As of the date of this amended Quarterly Report, our management has changed and effective November 25, 2010; (i) Haim Mayan resigned as a member of the Board of Directors and as the President/Chief Executive Officer, Secretary and Treasurer/Chief Financial Officer of the Company; and (ii) Dror Svorai consented to act as a member of the Board of Directors and as the President/Chief Executive Officer, Secretary and Treasurer/Chief Financial Officer of the Company. Michel Brunet previously had resigned as a member of the Board of Directors effective August 3, 2010.




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.





32.1.1 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.





27





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: January 31, 2011
By:
/s/ Dror SvoraiDror SvoraiPresident/Chief Executive OfficerDated: January 31, 2011
By:
/s/ Dror SvoraiDror SvoraiChief Financial Officer


28