UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
NOVEMBER 13, 2009
________________________________________________
Date of Report (Date of earliest event reported)
INFOSPI INC.
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(Exact name of registrant as specified in its charter)
NEVADA 000-53104 51-0668045
____________________________ ____________ ___________________
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5300 NW 12TH AVENUE, SUITE 1
FORT LAUDERDALE, FLORIDA 33309
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(Address of principal executive offices) (Zip Code)
(858) 531-5723
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Registrant's telephone number, including area code
6968 LA JOLLA BLVD., SUITE 208
LA JOLLA, CALIFORNIA 92037
_____________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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SECTION 3. SECURITIES AND TRADING MATTERS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
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
common stock (the "Common Stock") of InfoSpi, Inc., a corporation organized
under the laws of the State of Nevada (the "Company") and 5,000,000 warrants to
purchase shares of Common Stock of the Company (the "Warrants") 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 the Company's common stock at
either $1.00 per share or at any conversion price as may be determined by the
vote of the Board of Directors of the Company. 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, the Board of Directors of the Company 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 Common Stock of the Company 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 a 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 Current Report, there are approximately
61,838,753 shares of Common Stock issued and outstanding.
BENEFICIAL OWNERSHIP CHART
The following table sets forth certain information, as of November 13, 2009,
with respect to the beneficial ownership of the outstanding common stock by: (i)
any holder of more than five (5%) percent; (ii) each of our executive officers
and directors; and (iii) our directors and executive officers as a group. Except
as otherwise indicated, each of the stockholders listed below has sole voting
and investment power over the shares beneficially owned. Unless otherwise
indicated, each of the stockholders named in the table below has sole voting and
investment power with respect to such shares of common stock. Beneficial
ownership consists of a direct interest in the shares of common stock, except as
otherwise indicated.
NAME AND ADDRESS OF BENEFICIAL OWNER(1) AMOUNT AND NATURE OF BENEFICIAL PERCENTAGE OF BENEFICIAL
OWNERSHIP(1) OWNERSHIP
DIRECTORS AND OFFICERS:
Haim Mayan 12,150,000 19.65%
12000 North Bayshore Drive
Suite 305
North Miami, Florida 33181
Chris Hamilton 2,000,000 3.23%
Crossways Farm
Cowbridge
Vale of Glamorgan
United Kingdom
Olivier Danan
256 SW 5th Street 13,950,000 22.56%
Baca Raton, Florida 33432
Michel Brunet
4053 Vendome Avenue 400,000 Nil
Montreal, Quebec
Canada H4A 3N2
All executive officers and directors
as a group (4 persons) 28,400,000 45.93%
BENEFICIAL SHAREHOLDERS GREATER THAN 10%
None
* Less than one percent.
(1) Under Rule 13d-3, a beneficial owner of a security includes any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes
the power to vote, or to direct the voting of shares; and (ii) investment
power, which includes the power to dispose or direct the disposition of
shares. Certain shares may be deemed to be beneficially owned by more than
one person (if, for example, persons share the power to vote or the power
to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the
shares (for example, upon exercise of an option) within 60 days of the date
as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by such person (and only
such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does
not necessarily reflect the person's actual ownership or voting power with
respect to the number of shares of common stock actually outstanding as of
the date of this Current Report.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(C) SHELL COMPANY TRANSACTION.
Not applicable.
(D) EXHIBITS.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INFOSPI INC.
DATE: NOVEMBER 23, 2009 /s/ HAIM MAYAN
_________________________________________
NAME: HAIM MAYAN
TITLE: PRESIDENT/CHIEF OPERATIONS OFFICER
