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EX-32 - EXHIBIT 32.2 - ASIARIM CORPex322-123110ar.htm
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EX-32 - EXHIBIT 32.1 - ASIARIM CORPex321-123110ar.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 quarterly period ended December 31, 2010


[    ]


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

For the transition period from [    ] to [    ]

Commission File Number: 333-147187

ASIARIM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Nevada

83-0500896

(State or Other Jurisdiction of Incorporation or Organization)

(IRS Employer Identification No.)

Suite 1601, 16F, Jie Yang Building, 271 Lockhart Road, Wanchai, Hong Kong

n/a

(Address of Principal Executive Offices)

(Zip Code)

+1 360 717 3641
(Registrant's Telephone Number, Including Area Code)

Not Applicable
(Former Name, Former Address and Former
Fiscal Year if Changed Since Last Report)

Indicate by check whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the 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 [   ]

Indicate by check whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "small reporting company" in Rule 12b-2 of the Exchange Act. (check one)

Large Accelerated Filer [   ] Accelerated Filer [   ] Non-Accelerated Filer [   ] Smaller Reporting Company [ x ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [   ] No [ x ]

The number of common equity shares outstanding as of January 5, 2011 was 29,535,000 shares of Common Stock, $0.001 par value.

1


DEFINITIONS AND CONVENTIONS

References to "China" or "PRC" refer to the Peoples' Republic of China.

References to "Common Stock" means the common stock, $0.001 par value, of Asiarim Corporation.

References to the "Commission" or "SEC" means the U.S. Securities and Exchange Commission.

References to "Ascenda" means Ascenda Corporation.

References to "Commodore Asia JV." means Commodore Asia Limited.

References to "Commodore Electronics" means Commodore Asia Electronics Limited (fka Commodore Asia Holdings Limited).

References to "Commodore Europe" means Commodore Europe B.V. (fka CIC Europe B.V.)

References to "Commodore Licensing" means Commodore Licensing B.V. (fka CIC Europe Holding B.V.).

References to "C= Holdings" means C= Holdings B.V. (fka Commodore International B.V.).

References to "Reunite" means Reunite Investments Inc. (fka Commodore International Corporation).

References to "Company", "Asiarim", "we", "our", "Group" means Asiarim Corporation and include, unless the context requires or indicate otherwise, the operation of its subsidiaries (all hereinafter defined).

References to "33 Act" or "Securities Act" means the Securities Act of 1933, as amended.

References to "34 Act" or "Exchange Act" means the Securities Exchange Act of 1934, as amended.

2


INDEX

Page

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - December 31, 2010 (Unaudited)

5

Consolidated Statements of Operations - For The Three Months Ended December 31, 2010 and 2009 (Unaudited)

6

Consolidated Statements of Stockholders' Equity - For The Three Months Ended December 31, 2010 (Unaudited)

7

Consolidated Statements of Cash Flows - For The Three Months ended December, 2010 and 2009 (Unaudited)

8

Notes to Consolidated Financial Statements

9-29

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

30-38

Item 3. Quantitative and Qualitative Disclosure About Market Risk

39

Item 4. Controls and Procedures

39

PART II. OTHER INFORMATION
Item 1 Legal Proceedings
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

40

Item 3 Defaults Upon Senior Securities

40

Item 4 (Removed and Reserved)

40

Item 5 Other Matters

40

Item 6. Exhibits

41

SIGNATURES

42

3


FORWARD-LOOKING STATEMENTS

This Form 10-Q report contains forward-looking statements of management of the Company that are, by their nature, subject to risks and uncertainties. Forward-looking statements are statements that estimate the happening of future events are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as "may", "shall", "could", "expect", "estimate", "anticipate", "predict", "probable", "possible", "should", "continue", or similar terms, variations of those terms or the negative of those terms. These forward-looking statements may not be realized due to a variety of factors, including without limitation:

*

The Company's ability to resist price increases from its suppliers or pass through such increases to its customers;

*

Limited access to financing or increased cost of financing resulting from the global economic downturn;

*

The Company's inability to improve and maintain effective internal controls or the failure by its personnel to comply with such internal controls;

*

The decline in consumer spending for retail products, such as the Company line of products;

*

The Company's inability to maintain its relationship with its licensees or distributors or the failure to obtain new licensees or distribution relationships on favorable terms;

*

The Company's dependence on a limited number of suppliers for its components and raw materials;

*

The failure of third party sales representatives to adequately promote, market and sell the Company's products;

*

The Company's dependence on third party manufacturers to manufacture and deliver its products;

*

The seasonality of the Company's business as well as changes in consumer spending and economic conditions;

*

The Company's inability to anticipate market trends, enhance existing products or achieve market acceptance of new products;

*

The Company's inability to protect its intellectual property;

*

The decline in consumer spending for retail products, such as the Company line of products;

*

Changes in foreign laws and regulations and changes in the political and economic conditions in the foreign countries in which the Company operates;

*

Changes in accounting policies, rules and practices;

*

The effects of competition; and

*

The other factors listed under "Risk Factors" in the latest Annual Report on Form 10-K and other filings with the SEC.

The forward-looking statements appear in a number of places in this FORM 10-Q report have been formed by our management on the basis of assumptions made by management and considered by management to be reasonable. However, whether actual results and developments will meet the Company's expectations and predictions depends on a number of known and unknown risks and uncertainties and other factors, any or all of which could cause actual results, performance or achievements to differ materially from Company's expectations, whether expressed or implied by such forward looking statements. Our future operating results are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements contained in this Form 10-Q report represents estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements in this Form 10-Q report are accurate, and we assume no obligation to update any such forward-looking statements. If we do update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections with respect to other forward-looking statements.

4


PART I - FINANCIAL INFORMATION

ASIARIM CORPORATION
CONSOLIDATED BALANCE SHEETS
AS AT DECEMBER 31, 2010 AND SEPTEMBER 30, 2010
(UNAUDITED)
(Stated in US Dollars)

Note


December 31

September 30

2010

2010

(unaudited)

(audited)

ASSETS
Current assets:
Cash and cash equivalents

66,172

142,617

Accounts receivables

30,586

37,525

Other deposit

11,400

-

Inventory - resalable goods

1,165

-

Total Current Assets

109,323

180,142

Long term assets:
Brand

8

2,658,254

2,658,254

Goodwill

8

2,148,000

2,148,000

4,806,254

4,806,254

Total assets

4,915,577

4,986,396

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable

376,068

359,216

Other payable

5

1,119,935

1,071,474

Accrued expenses

301,727

275,288

Amount due to shareholders

6

1,399,725

1,403,547

Amount due to former subsidiary

3,077

3,715

Amount due to directors

7

744,665

611,289

Total current liabilities

3,945,197

3,724,529

Total liabilities

3,945,197

3,724,529

Stockholders' equity:

      Common stock, $0.001 par value, 75,000,000 shares
      authorized, 29,535,000 (2010: 29,535,000) shares

      issued and outstanding

4

29,535

29,535

Additional paid up capital

4

2,294,175

2,294,175

Comprehensive income

155,079

91,744

Accumulated deficits

(1,485,182)

(1,148,302)

Non-controlling interests

(23,227)

(5,285)

Total stockholders' equity

970,380

1,261,867

Total liabilities and stockholders' equity

4,915,577

4,986,396

See accompanying notes to the consolidated financial statements

5


ASIARIM CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009
(UNAUDITED)
(Stated in US Dollars)


Three Months Period
Ended December 31


Note

2010

2009

Net Revenues

-

9,412

Cost of Revenues

-

8,431

Gross Profits

-

981

Other General and Administrative Expenses

(333,946)

(33,991)

Loss from Operations

(333,946)

(33,010)

Other (Income) / Expenses:
Other Income

(6,500)

-

Interests Income

(1,985)

-

Interests Expenses

29,361

-

Net Loss before Minority Interests

(354,822)

(33,010)

Non-Controlling Interest - Minority Interests

17,942

13,442

Net Loss

(336,880)

(19,568)

Weighted Average Basic and Diluted Shares

29,535,000

11,020,000

    Loss Per Share Basic and Diluted

$

(0.01)

  $

(0.00)

* Basic and diluted weighted average number of shares is the same since the Company does not have any dilutive securities.

See accompanying notes to the consolidated financial statements

6


ASIARIM CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010
(UNAUDITED)
(Stated in US Dollars)

Common stock
Shares

Common
stock
Amount

Additional
paid-in
capital

Accumulated
Deficits

Compre-
hensive
income

Non-controlling
  interests

Total
stockholder'
equity/ (deficit)

US$

US$

US$

US$

US$

US$

Balance at September 30, 2007

11,000,000

11,000

9,000

(16,317)

-

-

3,683

Issuance of shares for services at $0.01 per share

20,000

-

200

-

-

-

200

Net profit

-

-

-

7,364

-

-

7,364

At September 30, 2008

11,020,000

11,000

9,200

(8,953)

-

-

11,247

Reclassification

-

20

(20)

-

-

-

-

Net loss

-

-

-

(46,090)

-

-

(46,090)

Non-controlling interest

-

-

-

-

-

(29,357)

(29,357)

At September 30, 2009

11,020,000

11,020

9,180

(55,043)

-

(29,357)

(64,200)

Issuance of shares for services at $0.001 per share

310,000

310

-

-

-

-

310

Issuance of shares for acquired subsidiary

15,520,000

15,520

139,680

-

-

-

155,200

Issuance of shares for acquired subsidiary

2,685,000

2,685

2,145,315

-

-

-

2,148,000

Comprehensive income

-

-

-

-

91,744

-

91,744

Net loss

-

-

-

(1,093,259)

-

-

(1,093,259)

Acquisition of Commodore Asia Ltd & elimination

-

-

-

-

-

42,805

42,805

Non-controlling interest

-

-

-

-

-

(18,733)

(18,733)

At September 30, 2010

29,535,000

29,535

2,294,175

(1,148,302)

91,744

(5,285)

1,261,867

Comprehensive income

-

-

-

-

63,335

-

63,335

Net loss

-

-

-

(336,880)

-

-

(336,880)

Non-controlling interest

-

-

-

-

-

(17,942)

(17,942)

At December 31, 2010

29,535,000

29,535

2,294,175

(1,485,182)

155,079

(23,227)

970,380

See accompanying notes to the consolidated financial statements

7


ASIARIM CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010 AND 2009
(UNAUDITED)
(Stated in US Dollars)


Three Months Ended December 31

Notes


2010

2009

Cash Flows from Operating Activities:
Net Loss

(336,880)

(19,568)

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Non-controlling interest - Minority interest

(17,942)

(13,442)

Changes in Assets and Liabilities:

-

      Decrease / (Increase) in Accounts Receivable

6,939

(3,042)

      Increase in Due from a Related Party

-

(600)

      Increase in Inventory - Resalable goods

(1,165)

(682)

      Increase in Other Deposit

(11,400)

-

      Increase in Accounts Payable

16,852

-

      Increase in Accrued Expenses

26,439

10,000

      Increase / (Decrease) in Other Payable

48,461

(20,200)

      Increase in Due to Directors

133,376

52,856

      Decrease in Due to Related Parties

(3,822)

-

      Decrease in Due to Former Subsidiary

(638)

-

Net Cash (Used in) / Provided by Operating Activities

(139,780)

5,322

Cash Flows from Investing Activities:
      Cash outflow from acquisition of subsidiaries

-

-

      Cash outflow from deemed disposal of subsidiary

-

-

-

-

Cash Flows from Financing Activities:

-

-

Net (Decrease) / Increase in Cash

(139,780)

5,322

Effect of exchange rate changes on cash and cash equivalents

63,335

-

Cash - Beginning of Year

142,617

7,388

Cash - End of Year

66,172

12,710

Supplemental Disclosures of Cash Flow
Interest Paid

29,361

-

Income Taxes Paid

-

-

See accompanying notes to the consolidated financial statements

8


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010
(UNAUDITED)
(Stated in US Dollars)


1. ORGANIZATION

Asiarim Corporation (the "Company") is a Nevada corporation, incorporated on June 15, 2007. The Company's planned principal operations have commenced. The Company was no longer a development stage enterprise in accordance with the Accounting Standards Codification ASC 915 "Development Stage Entity". The Company's office is located in Oldenzaal, The Netherlands and in Hong Kong SAR, China and its principal business is the sale and distribution of computer, telecom, gaming, multimedia products and devices under the brand name "Commodore".

2. UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not generated significant revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity or capital financing to continue operations and the attainment of profitable operations. The management will seek to raise funds from strategic investors and or the shareholders.

For the three months ended December 31, 2010, the Company has generated operation loss of $354,882 and has incurred an accumulated deficit $1,485,182. As of December 31, 2010, its current liabilities exceed its current assets by $3,835,874, which may not be sufficient to pay for the operating expenses in the next 12 months. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors noted above raise substantial doubts regarding the Company ' s ability to continue as a going concern.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS
Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principals generally accepted in the United States of America and the rules of the U.S. Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto for the year ended September 30, 2010. They do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements for the year ended September 30, 2010 included in the Company Form 10-K filed with the Securities and Exchange Commission. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position and results of operations for the interim period presented have been included. Operating results for the interim period are not necessary indicative of the results that may be expected for the respective full year.

9


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010
(UNAUDITED)
(Stated in US Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)

Principles of Consolidation

The consolidated financial statements for the period ended December 31, 2010 include the financial statements of the Company, its 100% subsidiary Commodore Asia Electronics Limited (formerly known as Commodore Asia Holdings Limited) ("Commodore Electronics"), C= Holdings B.V. (formerly known as Commodore International B.V.) ("C= Holdings), Commodore Licensing B.V. (formerly known as Commodore Holding B.V.) ("Commodore Licensing"), Commodore Europe B.V. (formerly known as CIC Europe B.V,), Commodore Gaming Limited, Commodore North America Inc, Asiarim UK Limited, and its 51% interests in Commodore Asia Limited ("Commodore Asia JV").

The results of subsidiaries acquired or sold during the year are consolidated from their effective dates of acquisition or through their effective dates of disposition, respectively. All significant inter-company transactions and balances have been eliminated on consolidation.

The Company's subsidiaries and affiliated companies and their principal activities as of December 31, 2010 are summarized as follows:

Company Name

Place of Incorporation of Organization


Attributable Equity Interest

Principal Activities
Commodore Asia Electronics Limited ("Commodore Electronic")

(formerly known as Commodore Asia Holdings Limited)

Hong Kong

100%

Management and Investment Holding
C=Holdings B.V. ("C= Holdings")

(formerly known as Commodore International B.V.)

Netherlands

100%

Brand Holding
Commodore Licensing B.V. ("Commodore Licensing") (formerly known as CIC Europe Holding B.V.)

Netherlands

100%

Brand Licensing
Commodore Europe B.V. ("Commodore Europe")

(formerly known as CIC Europe B.V.)

Netherlands

100%

Inactive
Commodore Asia Limited ("Commodore Asia JV")

Hong Kong

51%

Product Design, Sourcing & distribution
Commodore Gaming Limited

Hong Kong

100%

Inactive
Commodore North America Inc.

USA

100%

Inactive
Asiarim UK Limited

UK

100%

Investment Holding

Use of 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.

10


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010
(UNAUDITED)
(Stated in US Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)
Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with Accounting Standards Codification ASC 260 "Earnings Per Share" formerly SFAS No. 128. "Earnings per Share" . ASC 260 requires presentation of 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.

Fair Value Measurements and Disclosures

ASC 820 "Fair Value Measurements and Disclosures" codified SFAS No. 107, "Disclosures about Fair Value of Financial Instruments". ASC 820 applies to all entities, transactions, and instruments that require or permit fair value measurements, with specific exceptions and qualifications. The Company is required to disclose estimated fair values of financial instruments. Unless otherwise indicated, the fair values of all reported assets and liabilities, which represent financial instruments, none of which are held for trading purposes, approximate are carrying values of such amounts.

Cash and Cash Equivalents

The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents.

Inventories

Inventories are stated at the lower of cost or market, cost being determined on the first-in, first-out method. Inventories are written down if the estimated net realizable value is less than the recorded value.

Intangible Assets

The Company evaluates intangible assets for impairment, at least on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated future cash flows. Recoverability of intangible assets, other long-lived assets and, goodwill is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors including past operating results, budgets, economic projections, market trends and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss.

11


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010
(UNAUDITED)
(Stated in US Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)
Long-Lived Assets

The Company's long-lived asset is the trademark. At December 31, 2010, the Company had approximately $2,658,254 of trademark, accounting for approximately 54% of the Company's total assets. The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with ASC Topics 350 "Intangibles". Recoverability of assets held and used are measured by a comparison of the carrying amount of the asset to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Future events could cause the Company to conclude that impairment indicators exist and that long-lived assets may be impaired. Any resulting impairment loss could have a material adverse impact on the Company's financial condition and results of operations.

Income Tax

The Company accounts for income taxes under ASC 740 "Income Taxes" which codified SFAS 109, "Accounting for Income Taxes." Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Revenue Recognition

The Company recognizes its revenue in accordance with the Securities and Exchange Commissions ("SEC") Staff Accounting Bulletin No. 104, "Revenue Recognition in Financial Statements " ("SAB 104 " ). Revenue is recognized upon shipment, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable and collection of the related receivable is reasonably assured. Revenue is recorded net of estimated product returns, which is based upon the Company ' s return policy, sales agreements, management estimates of potential future product returns related to current period revenue, current economic trends, changes in customer composition and historical experience.

12


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010
(UNAUDITED)
(Stated in US Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)
Stock-based Compensation

ASC 718 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.

Issuance of Shares for Service

The Company accounts for the issuance of equity instruments to acquire goods and services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably measurable.

Employees' Benefits and Pension Obligations

Mandatory contributions of five percent of gross salary payments, subject to certain minimum and maximum levels, are made to defined contribution Mandatory Provident Fund schemes ("MPF schemes") pursuant to the laws of Hong Kong. These contributions are charged to expense in the same period as the related salary cost. Total contributions made by the Hong Kong subsidiary company to the MPF schemes were $554 and $538 for the three month ended December 31, 2010 and 2009, respectively.

Segmented Reporting

The Company operates in two reportable segments. FASB ASC 280-10 (SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information"), establishes standards for the way that public business enterprises report information about operating segments in their annual consolidated financial statements. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company's operations segments include business consulting services and trading of computers.

13


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010
(UNAUDITED)
(Stated in US Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)

Foreign Currency Translation

The Company ' s functional and reporting currency is the United States dollar. The accounts of the Company's Hong Kong and China subsidiaries are maintained, in the Hong Kong dollars (HKD) and Chinese Renminbi, respectively. The accounts of the Company's Netherlands subsidiaries are maintained in Euro. The accounts of the Company's United Kingdom subsidiary are maintained in Sterling Pound. Such financial statements are translated into U.S. Dollars (USD) in accordance with ASC 830 "Foreign Currency Translation" which codified Statement of Financial Accounts Standards ("SFAS") No. 52, "Foreign Currency Translation," with the respective currency as the functional currency. According to the Statement, all assets and liabilities were translated at the exchange rate on the balance sheet date, stockholder's equity are translated at the historical rates and statement of operations items are translated at the weighted average exchange rate for the year. The resulting translation adjustments are reported under other comprehensive income in accordance with SFAS No. 130, "Reporting Comprehensive Income. As of December 31, 2010, the comprehensive income was $155,079 (December 31, 2009: Nil).

Recent Pronouncements
Recently Implemented Standards

ASC 105, Generally Accepted Accounting Principles ("ASC 105") (formerly Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162) reorganized by topic existing accounting and reporting guidance issued by the Financial Accounting Standards Board ("FASB") into a single source of authoritative generally accepted accounting principles ("GAAP") to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification ("ASC") carries an equal level of authority. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly, all other accounting literature will be deemed "non-authoritative". ASC 105 is effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has implemented the guidance included in ASC 105 as of July 1, 2009. The implementation of this guidance changed the Company's references to GAAP authoritative guidance but did not impact the Company's financial position or results of operations.

ASC 855, Subsequent Events ("ASC 855") (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company's evaluation of its subsequent events. ASC 855 defines two types of subsequent events, "recognized" and "non-recognized". Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in ASC 855 as of April 1, 2009. The effect of implementing this guidance was not material to the Company's financial position or results of operations.

14


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010
(UNAUDITED)
(Stated in US Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)

ASC 944, Financial Services - Insurance ("ASC 944") contains guidance that was previously issued by the FASB in May 2008 as Statement of Financial Accounting Standards No. 163, Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60 that provides for changes to both the recognition and measurement of premium revenues and claim liabilities for financial guarantee insurance contracts that do not qualify as a derivative instrument in accordance with ASC 815, Derivatives and Hedging (formerly included under Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities). This financial guarantee insurance contract guidance also expands the disclosure requirements related to these contracts to include such items as a company's method of tracking insured financial obligations with credit deterioration, financial information about the insured financial obligations, and management's policies for placing and monitoring the insured financial obligations. ASC 944, as it relates to financial guarantee insurance contracts, was effective for fiscal years beginning after December 15, 2008, except for certain disclosures related to the insured financial obligations, which were effective for the third quarter of 2008. The Company does not have financial guarantee insurance products, and, accordingly, the implementation of this portion of ASC 944 did not have an effect on the Company's results of operations or financial position.

ASC 805, Business Combinations ("ASC 805") (formerly included under Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combinations) contains guidance that was issued by the FASB in December 2007. It requires the acquiring entity in a business combination to recognize all assets acquired and liabilities assumed in a transaction at the acquisition-date fair value, with certain exceptions. Additionally, the guidance requires changes to the accounting treatment of acquisition related items, including, among other items, transaction costs, contingent consideration, restructuring costs, indemnification assets and tax benefits. ASC 805 also provides for a substantial number of new disclosure requirements. ASC 805 also contains guidance that was formerly issued as FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies which was intended to provide additional guidance clarifying application issues regarding initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. ASC 805 was effective for business combinations initiated on or after the first annual reporting period beginning after December 15, 2008. The Company implemented this guidance effective January 1, 2009. Implementing this guidance did not have an effect on the Company's financial position or results of operations; however it will likely have an impact on the Company's accounting for future business combinations, but the effect is dependent upon acquisitions, if any, that are made in the future.

ASC 810, Consolidation ("ASC 810") includes new guidance issued by the FASB in December 2007 governing the accounting for and reporting of noncontrolling interests (previously referred to as minority interests). This guidance established reporting requirements which include, among other things, that noncontrolling interests be reflected as a separate component of equity, not as a liability. It also requires that the interests of the parent and the noncontrolling interest be clearly identifiable. Additionally, increases and decreases in a parent's ownership interest that leave control intact shall be reflected as equity transactions, rather than step acquisitions or dilution gains or losses. This guidance also requires changes to the presentation of information in the financial statements and provides for additional disclosure requirements. ASC 810 was effective for fiscal years beginning on or after December 15, 2008. The Company implemented this guidance as of January 1, 2009. The effect of implementing this guidance was not material to the Company's financial position or results of operations.

15


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010
(UNAUDITED)
(Stated in US Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)

ASC 825, Financial Instruments ("ASC 825") includes guidance which was issued in February 2007 by the FASB and was previously included under Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an amendment of FASB Statement No. 115. The related sections within ASC 825 permit a company to choose, at specified election dates, to measure at fair value certain eligible financial assets and liabilities that are not currently required to be measured at fair value. The specified election dates include, but are not limited to, the date when an entity first recognizes the item, when an entity enters into a firm commitment or when changes in the financial instrument causes it to no longer qualify for fair value accounting under a different accounting standard. An entity may elect the fair value option for eligible items that exist at the effective date. At that date, the difference between the carrying amounts and the fair values of eligible items for which the fair value option is elected should be recognized as a cumulative effect adjustment to the opening balance of retained earnings. The fair value option may be elected for each entire financial instrument, but need not be applied to all similar instruments. Once the fair value option has been elected, it is irrevocable. Unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. This guidance was effective as of the beginning of fiscal years that began after November 15, 2007. The Company does not have eligible financial assets and liabilities, and, accordingly, the implementation of ASC 825 did not have an effect on the Company's results of operations or financial position.

ASC 820, Fair Value Measurements and Disclosures ("ASC 820") (formerly included under Statement of Financial Accounting Standards No. 157, Fair Value Measurements) includes guidance that was issued by the FASB in September 2006 that created a common definition of fair value to be used throughout generally accepted accounting principles. ASC 820 applies whenever other standards require or permit assets or liabilities to be measured at fair value, with certain exceptions. This guidance established a hierarchy for determining fair value which emphasizes the use of observable market data whenever available. It also required expanded disclosures which include the extent to which assets and liabilities are measured at fair value, the methods and assumptions used to measure fair value and the effect of fair value measures on earnings. ASC 820 also provides additional guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased. The emphasis of ASC 820 is that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, under current market conditions. ASC 820 also further clarifies the guidance to be considered when determining whether or not a transaction is orderly and clarifies the valuation of securities in markets that are not active. This guidance includes information related to a company's use of judgment, in addition to market information, in certain circumstances to value assets which have inactive markets.

Fair value guidance in ASC 820 was initially effective for fiscal years beginning after November 15, 2007 and for interim periods within those fiscal years for financial assets and liabilities. The effective date of ASC 820 for all non-recurring fair value measurements of nonfinancial assets and nonfinancial liabilities was fiscal years beginning after November 15, 2008. Guidance related to fair value measurements in an inactive market was effective in October 2008 and guidance related to orderly transactions under current market conditions was effective for interim and annual reporting periods ending after June 15, 2009.

The Company applied the provisions of ASC 820 to its financial assets and liabilities upon adoption at January 1, 2008 and adopted the remaining provisions relating to certain nonfinancial assets and liabilities on January 1, 2009. The difference between the carrying amounts and fair values of those financial instruments held upon initial adoption, on January 1, 2008, was recognized as a cumulative effect adjustment to the opening balance of retained earnings and was not material to the Company's financial position or results of operations. The Company implemented the guidance related to orderly transactions under current market conditions as of April 1, 2009, which also was not material to the Company's financial position or results of operations.

16


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010
(UNAUDITED)
(Stated in US Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)
Recently Issued Standards

In August 2009, the FASB issued ASC Update ("ASU") No. 2009-05, Fair Value Measurements and Disclosures (Topic 820): Measuring Liabilities at Fair Value ("ASC Update No. 2009-05"). This update amends ASC 820, Fair Value Measurements and Disclosures and provides further guidance on measuring the fair value of a liability. The guidance establishes the types of valuation techniques to be used to value a liability when a quoted market price in an active market for the identical liability is not available, such as the use of an identical or similar liability when traded as an asset. The guidance also further clarifies that a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are both Level 1 fair value measurements. If adjustments are required to be applied to the quoted price, it results in a level 2 or 3 fair value measurement. The guidance provided in the update is effective for the first reporting period (including interim periods) beginning after issuance. The Company does not expect that the implementation of ASC Update No. 2009-05 will have a material effect on its financial position or results of operations.

In September 2009, the FASB issued ASC Update ("ASU") No. 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent) ("ASC Update No. 2009-12"). This update sets forth guidance on using the net asset value per share provided by an investee to estimate the fair value of an alternative investment. Specifically, the update permits a reporting entity to measure the fair value of this type of investment on the basis of the net asset value per share of the investment (or its equivalent) if all or substantially all of the underlying investments used in the calculation of the net asset value is consistent with ASC 820. The update also requires additional disclosures by each major category of investment, including, but not limited to, fair value of underlying investments in the major category, significant investment strategies, redemption restrictions, and unfunded commitments related to investments in the major category. The amendments in this update are effective for interim and annual periods ending after December 15, 2009 with early application permitted. The Company does not expect that the implementation of ASC Update No. 2009-12 will have a material effect on its financial position or results of operations.

In October 2009, the FASB issued ASU No. 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements (a consensus of the FASB Emerging Issues Task Force)." ("ASC Update No. 2009-13). This updates set forth the guidance on the existing multiple-element arrangement currently in FASB Topic 605-25 (Revenue Recognition - Multiple-Element Arrangements). This new guidance eliminates the requirement that all undelivered elements have objective evidence of fair value before a company can recognize the portion of the overall arrangement fee that is attributable to the items that have already been delivered. Further, companies will be required to allocate revenue in arrangements involving multiple deliverables based on the estimated selling price of each deliverable, even though such deliverables are not sold separately by either company itself or other vendors. This new guidance also significantly expands the disclosures required for multiple-element revenue arrangements. The revised guidance will be effective for the first annual period beginning on or after June 15, 2010. The Company does not expect that the implementation of ASU No. 2009-13 will have a material effect on its financial statements.

17


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010
(UNAUDITED)
(Stated in US Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)
Recently Issued Standards (Continued)

In June 2009, FASB issued Statement of Financial Accounting Standards No. 167, Amendments to FASB Interpretation No. 46(R) ("Statement No. 167"). Statement No. 167 amends FASB Interpretation No. 46R, Consolidation of Variable Interest Entities an interpretation of ARB No. 51 ("FIN 46R") to require an analysis to determine whether a company has a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has a) the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and b) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. The statement requires an ongoing assessment of whether a company is the primary beneficiary of a variable interest entity when the holders of the entity, as a group, lose power, through voting or similar rights, to direct the actions that most significantly affect the entity's economic performance. This statement also enhances disclosures about a company's involvement in variable interest entities. Statement No. 167 is effective as of the beginning of the first annual reporting period that begins after November 15, 2009. Although Statement No. 167 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 167 to have a material impact on its financial position or results of operations.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, Accounting for Transfers of Financial Assets an amendment of FASB Statement No. 140 ("Statement No. 166"). Statement No. 166 revises FASB Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Extinguishment of Liabilities a replacement of FASB Statement 125 ("Statement No. 140") and requires additional disclosures about transfers of financial assets, including securitization transactions, and any continuing exposure to the risks related to transferred financial assets. It also eliminates the concept of a "qualifying special-purpose entity", changes the requirements for derecognizing financial assets, and enhances disclosure requirements. Statement No. 166 is effective prospectively, for annual periods beginning after November 15, 2009, and interim and annual periods thereafter. Although Statement No. 166 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 166 will have a material impact on its financial position or results of operations.

In January 2010, the Financial Accounting Standards Board ("FASB") issued an accounting standard update, Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements. The Update would affect all entities that are required to make disclosures about recurring and nonrecurring fair value measurements. The Board concluded that users will benefit from improved disclosures in this Update and that the benefits of the increased transparency in financial reporting will outweigh the costs of complying with the new requirements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 31, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact this update will have on our financial statements.

18


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010
(UNAUDITED)
(Stated in US Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)
Recently Issued Standards (Continued)

In January 2010, the Financial Accounting Standards Board ("FASB") issued an accounting standard update to address implementation issues related to the changes in ownership provisions in the Consolidation-Overall Subtopic (Subtopic 810-10) of the FASB Accounting Standards Codification?, originally issued as FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. Subtopic 810-10 establishes the accounting and reporting guidance for noncontrolling interests and changes in ownership interests of a subsidiary. An entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary. Upon deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value. The gain or loss includes any gain or loss associated with the difference between the fair value of the retained investment in the subsidiary and its carrying amount at the date the subsidiary is deconsolidated. In contrast, an entity is required to account for a decrease in its ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction.

In December 2009, the Financial Accounting Standards Board ("FASB") issued an accounting standard update for improvements to financial reporting by enterprises involved with Variable Interest Entities. The subsections clarify the application of the General Subsections to certain legal entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the legal entity to finance its activities without additional subordinated financial support [FIN 46(R), paragraph 1, sequence 55.1] or, as a group, the holders of the equity investment at risk lack any one of the following three characteristics: [FIN 46(R), paragraph 1, sequence 55.2:

a. The power, through voting rights or similar rights, to direct the activities of a legal entity that most significantly impact the entity's economic performance [FIN 46(R), paragraph 1, sequence 55.2.1];

b. The obligation to absorb the expected losses of the legal entity [FIN 46(R), paragraph 1, sequence 55.2.2];

c. The right to receive the expected residual returns of the legal entity. [FIN 46(R), paragraph 1, sequence 55.2.3].

The amendments in this update to the Accounting Standards Codification are the result of FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). The adoption of this update to improving the financial reporting by enterprises involved with Variable Interest Entities, as codified in ASC 810, did not have any impact on the Company's financial statements.

In December 2009, the Financial Accounting Standards Board ("FASB") issued an accounting standard update, Transfers and Servicing (Topic 860) Accounting for Transfers of Financial Assets. The amendments in this update to the Accounting Standards Codification are the result of FASB Statement No. 166, Accounting for Transfers of Financial Assets. The adoption of this update did not have any impact on the Company's financial statements.

The FASB has issued FASB Accounting Standards Update (ASU) No. 2010-22, Accounting for Various Topics. ASU 2010-22 amends various SEC paragraphs in the FASB Accounting Standards CodificationTM (Codification) based on external comments received and the issuance of Staff Accounting Bulletin (SAB) No. 112 , which amends or rescinds portions of certain SAB topics. Specifically, SAB 112 was issued to bring existing SEC guidance into conformity with: Codification Topic 805, Business Combinations (originally issued as FASB Statement No. 141 (Revised December 2007), Business Combinations); and Codification Topic 810, Consolidation (originally issued as FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements).

19


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010
(UNAUDITED)
(Stated in US Dollars)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)
Recently Issued Standards (Continued)

The FASB has issued ASU 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations. This amendment affects any public entity as defined by Topic 805, Business Combinations that enters into business combinations that are material on an individual or aggregate basis. The comparative financial statements should present and disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The adoption of the ASU 2010-29 will not have material impact to the financial statements of the Company.

4. COMMON STOCK

On June 20, 2007, the Company issued 10,000,000 shares of the Company at $0.001 per share for cash proceeds of $10,000, of which 4,500,000 shares were issued to the President of the Company for $4,500.

On July 15, 2007, the Company issued 1,000,000 shares of the Company at $0.01 per share for cash proceeds of $10,000.

The Company filed a SB-2 Registration Statement with the United States Securities and Exchange Commission to register 3,590,000 shares of common stock held by existing shareholders for resale at $0.02 per share for gross proceeds of $71,800. The Company did not receive any proceeds with respect to the resale of shares held by existing shareholders. This SB-2 registration statement became effective on November 20, 2007.

On September 26, 2008, the Company issued 20,000 shares of the Company to a consultant for services at $0.01 per share for $200.

In January 2010, the Company issued a total of 310,000 shares for services provided to the Company and as part of the compensation agreement to a former executive of Commodore Licensing.

On January 6 2010 the Company issued 11,020,000 shares in the Company in respect of the Participation Agreement to acquire a 100% interests in Commodore Licensing and a 49% interests in C= Holdings. On June 30, 2010, the Company issued an additional 4,500,000 shares in respect of an Addendum to the Participation Agreement relating to an adjustment to the initial Participation Agreement. For further details of this transaction, refer to Note 11.

On July 1, 2010 the Company issued 2,685,000 shares of the Company to Ascenda Corporation for the participation in the joint venture company to be engaged in the business of design, sourcing, procurement, trade finance and product support for certain computer and mobile (smart) phone products, from time to time, under the brand name "Commodore".

20


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010
(UNAUDITED)
(Stated in US Dollars)

5. OTHER PAYABLES


December 31
2010


September 30
2010

US$

US$

Payroll tax payable

32,299

29,848

Recco Beheer BV (i)

133,620

136,480

Willhemus Maria Ebben (ii)

373,725

374,178

Jan Hoogstrate (iii)

373,725

374,178

Income tax payable

194,471

156,573

Others

12,095

217

1,119,935

1,071,474


i) The amount due to Recco Beheer B.V. is payable on demand, bears no interests and secured against the shares of Commodore Licensing. Refer to Note 11(vii).

ii) The amount due to Wilhemus Maria Ebben is payable on demand, bears interests at 8% per annum and unsecured.

iii) The amount due to Jan Hoogstrate is payable on demand, bears interests at 8% per annum, and unsecured.


6. AMOUNT DUE TO SHAREHOLDERS


December 31
2010


September 30
2010

Name

US$

US$

Reunite Investments Inc. (Note i)

566,508

582,003

Due to former executive (Note ii)

320,000

340,000

Due to executive (Note iii)

513,217

481,544

1,399,725

1,403,547


The above related parties are all shareholders of the Company.

i) The amount due to Reunite Investments inc. is secured against certain pledges of the Company's subsidiaries as set out in Note 12.

ii) On January 6, 2010 the Company entered into a compensation agreement with a former representative of Commodore Licensing, namely SPby Design for previous costs incurred in developing the market. Under the agreement, the Company shall pay a total compensation of $350,000 which shall be paid as to $75,000 on or before March 1, 2010 $75,000 on or before May 1, 2010 and $200,000 by July 1, 2010 and issuance of 250,000 common stock in the Company. During the period, the Company paid $20,000.

iii) The amount due to Mr. van Os, a director of our European operation, is unsecured, bears interests at 8% per annum and payable on demand.

21


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010
(UNAUDITED)
(Stated in US Dollars)

7. RELATED PARTY TRANSACTIONS

As of December 31, 2010 and September 30, 2010, the amounts due to directors were $744,665 and $611,289, respectively. The amounts due to directors of $744,665 as at December 31, 2010 are i) unsecured, ii) non-interest bearing except for $265,021 (Euro198,339) bearing 8% interests, and iii) payable on demand. The amounts due to directors of $611,289 as at September 30, 2010 are i) unsecured, ii) non-interest bearing except for $265,399 (Euro194,460) bearing 8% interests, and iii) payable on demand, except for $31,000 which is payable on December 31, 2010. For the three months ended December 31, 2010 the Company recorded an interest payable of $5,200 (Euro 3,879) on the amounts due to directors.

During the three months ended December 31, 2010 and the year ended September 30, 2010, the Group had the following transactions with related parties:

a

Mr. Te Hwai Ho, director and former President of the Company received $6,000 for the year ended September 30, 2010;

b

Mr. Ben van Wijhe is entitled to receive a total remuneration of $91,608 for his services to the Group for the three months ended December 31, 2010 and $246,375 for the year ended September 30, 2010 and he agreed to accrue his remuneration until the Group receives sufficient funding for its operations; and

c

The Group recorded interests expense of $5,200 (Euro3,879) for the three months ended December 31, 2010 relating to amounts due to a Director;

In January 2010, our president and director, Mr. Ben van Wijhe received 3,673,333 shares of the Company pursuant to the Participation Agreement and in June 2010, Mr. Wijhe received a further 1,500,000 shares under the Addendum Participation Agreement. For further details of this transaction, refer to Note 4.

As announced in a Form 8K filed on July 8, 2010, on July 1, 2010, the Company issued 2,685,000 shares of the Company to Ascenda Corporation, a company owned by our director, Mr. Donald Ruan. For further details of this transaction, refer to Note 4 and 11(vi).

22


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010
(UNAUDITED)
(Stated in US Dollars)

8. ACQUISITION OF SUBSIDIARY COMPANIES

As announced in the Form 8-K, on September 1, 2009 the Company entered into a conditional Participation Agreement, subject to due diligence inter alia i) to acquire all the remaining shares, representing 50%, in the share capital of Commodore Electronics from Commodore Licensing for Euro 1,000,000 (US$1,500,000); ii) to acquire the 49% interests in the share capital of C= Holding held by Reunite Investments Inc for Euro 500,000 (US$750,000) and a performance earn out payment of up to Euro 500,000 (US$750,000) after meeting certain profit targets for the two years after closing and the right to acquire the remaining 51% interests for a maximum consideration of Euro 500,000 (US$750,000); and iii) to acquire all the issued share capital of Commodore Licensing held by its board of directors and Reunite Investments Inc. for the issuance of 11,020,000 shares in the share capital of the Company. The transaction closed on January 6, 2010. In July 2010, the Company issued a further 4,500,000 shares pursuant to the Addendum to the Participation Agreement.

The consideration for the acquisition is a payment of up to Euro 2,000,000 and the issuance of 15,420,000 shares of the Company's common stock valued at $0.01 per share.

In February 2010, the Group entered into an agreement to acquire 51% of C= Holdings for a consideration of Euro 300,000. After the purchase, C= Holdings became a wholly owned subsidiary of the Company.

The purchase prices for the two transactions have been highlighted below.

Business Combination
The purchase price of Commodore Licensing and Commodore Electronics was allocated as follows:


US$

Other receivables

416,112

Bank

(19,454)

Due to related parties

(418,740)

Due to an affiliated company

(29,852)

Due to a director

(370,983)

Trade payables

(300,220)

Other payables

(354,250)

Accrued liabilities

(185,170)

Due from group company

1,440,000

Minority interest

(42,799)

Goodwill

1,460,556

1,595,200

23


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010
(UNAUDITED)
(Stated in US Dollars)

8. ACQUISITION OF SUBSIDIARY COMPANIES (Continued)

The purchase price of C= Holdings was allocated as follows:

US$

Trade and other creditors

(45,360)

Goodwill

1,197,360

Cash consideration paid

1,152,000

According to ASC 805-10-55-12, the Company was determined as the legal and accounting acquirer for the acquisition of Commodore Electronics. Commodore Licensing, former major shareholder of Commodore Electronics, was the legal and accounting acquiree. After the acquisition, Mitex Group Limited ("Mitex"), which was controlled by Mr. Ben van Wijhe, was still the single major corporate shareholder with 37% of shareholding. The second and the third largest minority shareholders derived from Commodore Licensing combined together held 34.25% of shareholding. Thus, Mitex maintains the most influential position in the Company. Moreover, there has been no change in the board of directors and top level management team after the Commodore acquisition. The combined Company is under the control of the original Asiarim management team. Base on these facts and circumstance, the Company determined that the acquisition of Commodore was a regular acquisition instead of reverse acquisition.

Pro Forma Financials

The accompanying pro forma consolidated financial statements are provided for informational purposes only. The pro forma consolidated balance sheets and pro forma consolidated statements of operations are unaudited and are not necessarily indicative of the consolidated financial position which actually would have occurred if the above transactions had been consumed on September 30, nor does it purpose to present the operating results that would be achieved for future periods.

The unaudited pro-forma consolidated financial statements reflect financial information which gives pro-forma effect to the acquisition of 11,020,000 shares of the Company for the acquisition of Commodore Licensing, C= Holdings and the remaining interests in Commodore Electronics.

The acquisition is to be recorded as a purchase acquisition. The pro forma consolidated balance sheets included herein reflects the use of the purchase method of accounting for the above transaction.

Unaudited Pro Forma Consolidated Balance Sheet

The acquisition was completed on January 6, 2010 and has been accounted for in the consolidated balance sheet presented in the pro forma consolidated balance sheets as at September 30, 2009.

Unaudited Pro Forma Consolidated Statement of Operations

The pro forma consolidated statements of operations give effect to the above transaction as if it occurred on the earliest date of the period presented i.e. October 1, 2008.

24


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010
(UNAUDITED)
(Stated in US Dollars)

8. ACQUISITION OF SUBSIDIARY COMPANIES (Continued)


ASIARIM CORPORATION

UNAUDITED PRO-FORMA CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2009


US$

ASSETS
Current assets:
Inventory - resalable goods

5,455

Other receivable

486,746

Goodwill

2,644,474

3,136,675

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade payable

380,328

Other payable

862,677

Accrued expenses

195,602

Bank overdraft

12,066

Amount due to shareholders

1,138,740

Amount due to directors

395,905

Total current liabilities

2,985,318

Non-current liabilities:
Amount due to a director

31,000

Stockholders' equity:

Common stock, $0.001 par value, 75,000,000 shares authorized, 26,540,000 (2008: 11,020,000) shares issued and outstanding

26,540

Additional paid up capital

148,860

Accumulated deficit

(55,043)

Total stockholders' equity

120,357

Total liabilities and stockholders' equity

3,136,675

25


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010
(UNAUDITED)
(Stated in US Dollars)

8. ACQUISITION OF SUBSIDIARY COMPANIES (Continued)


ASIARIM CORPORATION

UNAUDITED PRO-FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED SEPTEMBER 30, 2009


US$

Net Revenues

437,203

Cost of Revenues

200,603

Gross Profits

236,600

Other General and Administrative Expenses

1,140,291

Loss from Operations

(903,691)

Other Expenses:
Interests

8,716

Net loss before minority interests

(912,407)

Share of loss of associate

0

Net loss

(912,407)

Weighted Average Basic and Diluted Shares

22,040,000

Loss Per Share Basic and Diluted

(0.04)

26


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010
(UNAUDITED)
(Stated in US Dollars)

9. INCOME TAX

No provision was made for income tax for the three months ended December 31, 2010 and for the year ended September 30, 2010 as the Company and its subsidiary had operating losses. For the three months ended December 31, 2010 and year ended September 30, 2010, the Company and its subsidiary incurred net operating losses for tax purposes of approximately $333,946 and $33,010, respectively. Total net operating losses carried forward at December 31, 2010, (i) for Federal and State purposes were $460,065 and $460,065, respectively and (ii) for its entities outside of the United States were $1,025,117 for the period ended December 31, 2010. The net operating loss carry-forward may be used to reduce taxable income through the year 2026. The availability of the Company's net operating loss carry-forwards is subject to limitation if there is a 50% or more change in the ownership of the Company's stock.

There was no significant difference between reportable income tax and statutory income tax. The gross deferred tax asset balance as of December 31, 2010 was approximately $289,498 of which $69,010 was for US federal income tax and $75,015 was for Hong Kong income tax and $145,473 was for Netherlands income tax. A 100% valuation allowance has been established against the deferred tax asset, as the utilization of the loss carry-forwards cannot reasonably be assured.

As reconciliation between the income taxes computed at the United States and Hong Kong statutory rate and the Group's provision for income taxes is as follows:


December 31,
2010

United States federal income tax rate

15%

Valuation allowance-US federal income tax

(15%)

Provision for income tax

-

Hong Kong statutory rate

16.5%

Valuation allowance - Hong Kong Rate

(16.5%)

Provision for income tax

-

Netherlands statutory rate

25.5%

Valuation allowance - Netherlands Rate

(25.5%)

Provision for income tax

-


The Company did not have any interest and penalty provided or recognized in the income statements for the year ended September 30, 2010 and 2009 or balance sheet as of September 30, 2010 and 2009. The Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months. The Company's 2007, 2008 and 2009 U.S. Corporation Income Tax Return are subject to U.S. Internal Revenue Service examination and the Company's, 2008/2009 and 2009/2010 Hong Kong Corporations Profits Tax Return filing are subject to Hong Kong Inland Revenue Department examination. The Company's 2009 China Corporate Income Tax are subject to China State Administration of Taxation examination. The Company's 2009 Dutch Corporation Tax Returns filing are subject to Belastingdienst (Dutch Tax and Customs Administration) examination.

27


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010
(UNAUDITED)
(Stated in US Dollars)

10. SEGMENT REPORTING
Business Segments

For management purposes, the Group currently organized into two operating units - consulting services and trading of computers. Turnover represents the net amounts received and receivable for goods sold or services provided by the Group during the period. These units are the basis on which the Group reports its primary segment information.

Segment information about these businesses is presented below.

For the 3 months period ended

Consulting Service

Computer Trading

Brand Operation

Consolidated

Dec 31, 2010 and 2009

--------------------------------

--------------------------------

--------------------------------

--------------------------------

2010

2009

2010

2009

2010

2009

2010

2009

-------------

-------------

-------------

-------------

-------------

-------------

-------------

-------------

US$

US$

US$

US$

US$

US$

US$

US$

Turnover

-

-

-

9,412

-

-

-

9,412

--------

--------

--------

-------

--------

-------

---------

----------

Segment Results

-

-

(18,674)

(12,461)

-

-

(18,674)

(12,461)

--------

--------

--------

-------

--------

-------

---------

----------

Unallocated corporate income

0

0

Unallocated corporate expenses

(297,330)

(7,107)

----------

---------

Loss from operations

(316,004)

(19,568)

Finance costs

(20,876)

-

----------

---------

Loss for the period

(336,880)

(19,568)

======

======

As of Dec 31 2010 and 2009

Dec 31, 2010

Dec 31, 2009

ASSETS

US$

US$

Segment assets

-

19,445

2,179,751

60,968

2,658,254

-

4,838,005

80,413

Unallocated corporate assets

77,572

12,710

----------

---------

Consolidated total assets

4,915,577

93,123

======

======

LIABILITIES
Segment liabilities

-

-

3,842,694

18,323

-

-

3,842,694

18,323

Unallocated corporate liabilities

79,276

129,211

----------

---------

Consolidated total liabilities

3,921,970

147,534

======

======

Geographical Segments
The Group's customers are principally located in Hong Kong, PRC.

28


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2010
(UNAUDITED)
(Stated in US Dollars)

11. COMMITMENTS
i)

The Group has a lease commitment of Euro 38,690 (about US$51,458), inclusive of 19% tax, until the end of February 2011 relating to the office in Oldenzaal. The monthly office rent at Oldenzaal is Euro 7,738 (US$10,291). The two months total rent obligation from the balance sheet date to the expiry of the lease at the end of February 2011 is around Euro 15,476 (US$20,582).

ii)

The shares of C= Holdings are pledged as security for the debts of Reunite Investment Inc. for about Euro 1,114,244 (about US$1,515,000) and the debts owed to our stakeholder for Euro 346,924 (US$471,817) for a total sum of Euro 1,461,168 (about US$1,987,000).

iii)

The Group has pledged to sell 51% of the shares of C= Holdings to our stakeholders if the Company fails to pay the debt obligations of Euro 1,461,168 (about US$1,987,000) on or before June 30, 2011.

iv)

The Group has pledged the Commodore trademark for the territory of Benelux as security for a debt of Reunite Investment Inc. in the amount of approximately US$2.4 million.

v)

Pursuant to the Addendum to the Participation Agreement ("APA") as announced in the Form 8K file on July 6, 2010, the Company shall issue additional shares in the Company to each of the parties in the APA, such that their interests in the Company shall not be less than 14% after the raising of the USD3,000,000.

vi)

As announced in a Form 8K filed on July 8. 2010, on July 1, 2010, the Company entered into a conditional agreement with Ascenda Corporation ("Ascenda"), beneficiary shareholder of the Company, to set up a joint venture company ("JV Company") to be engaged in the business of design, sourcing, development, procurement, trade financing and product support for certain computer and mobile (smart) phone products and other products, from time to time, under the "Commodore" brand name. Pursuant to the agreement, Ascenda received 2,685,000 shares in the Company for the services it provides to the joint venture company. Ascenda shall receive additional 2,685,000 shares in the Company provided certain sales targets are achieved in the next 2 years. Ascenda shall further have the right to sell its 49% in the JV Company to the Company for 2,685,000 shares in the Company within 3 years commencing from the date of the closing of the agreement provided that the business plans and milestones have been achieved.

vii)

The Company is committed to issue 200,000 shares of Common Stock to Reco Beheer B.V. in relation to their funding of Euro 100,000 to the Company.


12. SUBSEQUENT EVENTS

i)

The Group has evaluated all other subsequent events through February 15, 2011, the date these consolidated financial statements were issued, and determined that there were no other additional subsequent events or transactions that require recognition or disclosures in the financial statements except that as announced in a Form 8K filed on January 3, 2011, the Group has reserved and intends to change the Company name to Commodore Holdings Corporation, to reflect the business of the Group.

29


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

As used in this Form 10-Q, references to the "Company," "we," "our" or "us" refer to Asiarim Corporation, unless the context otherwise indicates.

Forward-Looking Statements

This Current Quarterly Report contains forward-looking information. Forward-looking information includes statements relating to future actions, acceptance in the marketplace of our products, payment of our outstanding obligations, future performance, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other such matters of the Company. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information.

Forward-looking information may be included in this Current Quarterly Report or may be incorporated by reference from other documents filed with the Securities and Exchange Commission (the "SEC") by us. You can find many of these statements by looking for words including, for example, "believes," "expects," "anticipates," "estimates" or similar expressions in this Current Quarterly Report or in documents incorporated by reference in this Current Quarterly Report. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events.

We have based the forward-looking statements relating to our operations on management's current expectations, estimates, and projections about us and the industry in which we operate. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In particular, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, our actual results may differ materially from those contemplated by these forward-looking statements. Any differences could result from a variety of factors, including, but not limited to general economic and business conditions, competition, and other factors.

30


Overview

Asiarim Corporation, a Nevada corporation, was formed on June 15, 2007. We were originally formed to be a business consulting firm with a mission to provide business consulting services to small domestic companies as well as to assist "small to medium" sized companies in the Asia Pacific Region, particularly in China, to establish a business presence in the United States. The Company also offered a range of electronic document conversion service for companies and individuals that need to file periodically with the SEC EDGAR system. However in the prior fiscal year, the Company stopped its consulting and filing businesses so that it can focus exclusively in the computer electronics business.

Business Overview

In the prior fiscal year, the Group focused on the computer electronics business exclusively as it completed the acquisition of the 100% interests in the brand COMMODORE and, the Europe and Asia marketing and distribution operation, through a series of transactions summarized below.

Commodore - Brand and Worldwide Distribution

As announced in a Form 8K filed on July 8, 2010, the Company entered into a conditional agreement with Ascenda to set up a joint venture company to be engaged in the business of design, sourcing, development, procurement, trade financing and product support for certain computer and mobile (smart) phone products and other products, from time to time, under the "Commodore" brand name. Ascenda is an experienced electronic sourcing company in China and they have extensive distribution channels in the USA markets, providing experienced (sales) management to the local sales organization of the Company.

On January 5, 2009 the Company entered into a joint venture agreement with Commodore Licensing, then a subsidiary of Reunite to form a 50/50 joint venture company then named Commodore Electronics to facilitate the manufacturing and distribution of computer products under the brand name of COMMODORE for the territories of Asia and Africa. Under the terms of the joint venture agreement and exclusive trademark license agreement, Commodore Licensing will contribute the exclusive license brand to Asia and Africa for a period of 5 years plus an automatic extension of a further 5 years, and the Company will contribute up to a maximum of $7 million. Commodore Licensing shall also have the right to exchange its 50% interests in the joint venture for 50% interests in the Company, subject to the joint venture company achieving certain sales conditions. The joint venture company shall be responsible for providing sourcing and developing of new products for Commodore Licensing and its affiliates worldwide, and the marketing and distributing of COMMODORE branded products in Asia and Africa. The Company commenced purchasing and sale of samples of Commodore products at the ended of March 31, 2009 and commenced commercial sales operation for its consumer electronics in May 2009.

During the prior fiscal year on January 6, 2010, the Company closed the Participation Agreement to acquire the 49% interests in C= Holdings which held the COMMODORE brand, 100% interests in Commodore Licensing which held the European operation of COMMODORE and the 50% interests in Commodore Electronics which held remaining interests of our Asian operation for a combined total cash consideration of up to Euro 2,000,000 and the issuance of total 11,020,000 shares of the Company. In June 30, 2010, the Company issued an additional 4,500,000 shares through an Addendum to the Participation Agreement, thereby effectively issuing a total of 15,520,000 shares as part of the consideration to acquire the above interests. After the acquisitions, the worldwide operation of marketing and distribution of the brand Commodore was under the Company.

31


In February 2010, the Company entered into an agreement to acquire the other 51% of C= Holdings for Euro 300,000. After the acquisition, the Company owned 100% ownership rights for the Commodore brand and this brand ownership provides future business growth to the Group. At the date hereof, the Company still has not made any payment in respect of these acquisitions and will need to raise funds to pay off the payment obligations to its stakeholders.

The above acquisitions to i) own the world wide marketing and distribution of the Commodore brand and ii) the 100% ownership of the brand will enable the Group to fully exploit the potential of the Commodore brand in the consumer electronics industry and offers a platform for the Group for future growth. However, the above acquisitions were acquired by extended credit arrangement and financing from stakeholders of the Company, the Group has pledged the acquired shares to the third parties as security. The secured positions of these are summarized in Note 11 to the financial statements as set out in this Form 10Q.

At the date of this report the Company has not made any payments to the third party financiers as the Company still needs to raise funds to pay these payment obligations in the Group to retain the rights to the use of the operational rights and the 100% interests in the brand ownership.

Design and Sourcing Partner

During the prior fiscal year, the Group refocused its efforts to work with a new manufacturing and sourcing partner, Ascenda. As announced in a Form 8K filed on July 8. 2010, on July 1, 2010, the Company entered into a conditional agreement with Ascenda to set up a joint venture company, which was Commodore Asia JV, to be engaged in the business of design, sourcing, development, procurement, trade financing and product support for certain computer and mobile (smart) phone products and other products, from time to time, under the "Commodore" brand name. Pursuant to the agreement, Ascenda received 2,685,000 shares in the Company for the services it provides to the joint venture company. Ascenda shall receive additional 2,685,000 shares in the Company provided certain sales targets are achieved in the next 2 years. Ascenda shall further have the right to sell its 49% in the Commodore Asia JV to the Company for 2,685,000 shares in the Company within 3 years commencing from the date of the closing of the agreement provided that the business plans and milestones have been achieved. The Company provided an initial working capital to the Commodore Asia JV of US$150.000 to start the operations, that resulted in the development of a full range of products presented at the CES in January 2011.

History

COMMODORE was a pioneer in the computer industry. The Commodore C64 was one of the most popular computer models of its time. From 1982 to 1994, 17 million units of the Commodore C64 were sold.

The trade name COMMODORE can be dated back to 1954 and is one of the oldest and most well respected names in the consumer electronics and computer industry.

The essence of the Commodore brand is personalization. Back in the 1970s and 1980s Commodore was the first to offer ordinary people computers that they could adapt to their own individual needs and preferences. They could modify graphic interface, create their own music, write their own programs, and play the video games they wanted whenever they chose. Hardware, software, and content could be modified and managed by the user as they wished. Commodore's revolutionary technology inspired users to share their knowledge and content with others. This Commodore heritage continues today.

32


Strategy

After successful showcasing our product and gaming strategy at the recent 2011 CES, we concluded that there is a momentum to build a sustainable business with high potential, based on the rich heritage and market awareness of the brand, overall positive response from different distribution and retail channels and interest from press and other media for "a comeback" of Commodore in the market as computer products & gaming company.

In the past Commodore was successful in growing its business because it was offering ultimate experience in gaming and application programs as a differentiator to other products companies. It became a cult brand, still appealing to a huge user group and passionate fans. We want to reactivate and unite this group and leverage on their knowledge, experience and network, to get them exited about Commodore again, its style, its culture, its vision and legacy. This requires a clear direction and message to this target group that would reunite them and adopt the Company marketing strategy and vision, providing supporting tools and initiating user groups and hosting special events for Commodore fans and followers.

Commodore is an unique, independent brand company, leverage on the past and gaining the confidence and trust of its fans and followers to create a different online culture supported by an attractive and feature rich product line. We will offer our products at a affordable price for the masses - not for the classes. The profit margins of the mainstream hardware products will be as low as possible. The added value will come from the bundled applications and services through the online platform portal CommodoreWorld.

Business Segment and Development

Our business will be divided into 3 segments: Hardware Products (mobile), Gaming (mobile) applications & Media Content, and Brand Licensing.

Our review of our 3 business segments for the three months period to December 31, 2010 are as follows:

PRODUCTS - Consumer Electronics

For the three months period ended December 31, 2010, we did not record any sales in the Products business segment. We are disappointed by this sales results as the Group faced many challenges due to limited financial and human resources. However we are confidentially optimistic that we will re-gain some of our consumer base once we have resolved our financial resources and are able to sell our Products in retail outlets. We have received huge interests from larger retailers in USA and UK once again at the 2011 Consumer Electronics Show in Las Vegas. Based on the indications from the channels the sales office in the USA forecast the first shipments of our bundled products and (gaming) applications to its customers in March/April 2011.

Our efforts now are to maximize these interests into sales opportunities. Going forward, the Group will try to arrange for financing to be in place before establishing sales networks in USA, Europe and China to launch our products. At the date of this report, the Company is still working on fund raising and accordingly, the sales network is expected to be launched after we have arranged the financial support and resources.

33


The business channels that we will explore and possibly select, subject to available resources are the following:

Traditional Import Business - This involves setting up a distribution services infrastructure locally for the local customers. We believe that it takes a minimum of $2.5 million to support the initial product launch mainly on the local inventory support for the program. We will need local logistic service, call center, warranty service, credit, financing, accounting and administration support and infrastructure to be set up. The potential risk will be on the price erosion of inventory which we will try to minimize through strong management and internal control system. This is higher margin with higher risk and services.

Direct Import Business - This involves working with retailers and channel partners to manage marketing and distribution programs locally. This model would simplifly our internal requirement for team, infrastructure and financial support and resources. This is a low margin with lower risk.

Telmex Business - This involves selling through online platforms from our partner or our own online portal. We will need minimum inventory stock level to support the program. We can leverage on third party for logistic and marketing resources. This is low margin and requires limited resources support.

Global Sales Business - This will involve establishing regional distributors to handle all sales and service for selected territory. This will be a simplest model of a trading activity. Our main efforts will be on product design and management and cost effective manufacturing.

We are working towards selecting the above businesses models, subject to available resources to the Group.

The following is a more detail description of our consumer electronics business.
Our Products

The Group's consumer electronics business consists of designing, sourcing, marketing, sales and distribution of a variety of multimedia and computer products under the COMMODORE brand name. These products which can be found on our website at www.commodorecorp.com and www.commodoreworld.com include:

*

Tablets;

*

Netbooks;

*

Notebook;

*

Desktops; and

*

Smartphones.

We believe we possess an advantage over our competitors due to the combination of:

*

recognition of the COMMODORE brand; and

*

our sourcing expertise and vendor relations through our partner Ascenda.

Our core business consists of selling, distributing, and licensing various moderately priced multi-media consumer electronic products in various categories. A substantial portion of our marketing and sales efforts are concentrated in North America and Europe initially and then to the Asia Pacific and Africa. We have offices in Los Angeles, the Netherlands, Hong Kong, Taipei and Shanghai.

Marketing and Sales

We will market and distribute our products primarily through:

*

mass merchandisers;

*

discount retailers;

*

electronics retailers; and

*

distributors and specialty catalogers.

34


Design and Manufacturing

We work with design teams based in Taiwan and China for designing innovative products. These relationships are based on a project basis in a fast moving industry. We will work closely with the design engineers and manufactures for efficient time to market. We work with the engineers to determine the detailed cosmetic, electronic and other features for new products in our design. Accordingly, the exterior designs and operating features of the products reflect our judgment of current styles and consumer preferences. Our designs are tailored to meet the consumer preferences worldwide.

Warranties

We offer limited warranties for our consumer electronics products. Such warranties typically consist of a one year manufacturing defects for computers and netbooks under the condition that we or the manufacturer will provide spare parts to fix, or offer a new or similar unit in exchange for a non-performing unit, depending on the circumstances.

GAMING & MEDIA CONTENTS
Gaming

During the prior fiscal year, the Group formulated a gaming strategy to capitalize on the heritage of Commodore games. During the 3 months period, we focused on defining our strategy and also on the 2011 CES. Therefore there was no revenue generated from gaming in this quarter under review. Commodore has access to over 5,000 games in its library accumulated over the years. In the past Commodore published a large number of games under its own label, whereby another part of those games have, in its current format and code, become free ware and/or the rights are (co) owned by third party developers, all under the Commodore label. Commodore was the first pioneer in computer gaming creating a great fan base of gamers still playing our games in various countries worldwide.

Today (online & mobile) gaming is a vital driver for users on the internet for gaming and social networking, and to mobile entertainment in the coming future. It is our intention to roll out our own Gaming Portal or in conjunction with our partners in the coming year.

Our strategy is to integrate our existing game database with new technology such as movement sensor software application for enhanced customer experience, as well launch new gaming titles under Commodore label in collaboration with strategic partners in Asia, Europe and USA.

We have entered into a cooperation agreement with Aibelive Co. Ltd in Taiwan for advanced sensor movement software applications for all types of third party games as well development of the historical Commodore games using this technology. This enables customers to play our games using their (smart)phones as a remote controller or joystick for enhanced user experience using movement game features. This cooperation resulted into an overwhelming interest of customers during the CES show in Las Vegas in January, show casing this technology on our smart phones under the Commodore label as well third party feature phones. The bundled product offering was showed with our operational online gaming platform and separate game controllers branded under Commodore.

We plan to implement the following in the coming quarters:

- a full functional Gaming download portal for current - and new labeled games for desktop and mobile devices such as smart and feature phones;
- a range of mobile games titles for Android based smart- and feature phones;
- integrated software embedded in our products for access to our web portal www.commodoreworld.com for various applications & services; and
- mobile and desktop products according the latest technology specifications using strategic manufacturing partners.

35


Media Contents - commmodoreworld.com

As stated above, in line with the COMMODORE strategy for our branded products, we will have all our products and devices link to our content portal at www.commodoreworld.com, which was launched in a beta version at the CES show in January 2011. Certain of our products will be equipped with a soft-key for a one touch linkup. Our customers will be offered services to keep and manage all their digital files, including but not limited to, online entertainment, news and personal entertainment & gaming platform. During the three months period under review, there was no revenue generated from commodoreworld.com portal. We expect to commence activities in the gaming, entertainment application and other media content in second half of 2011 by setting up the servers in Asia and USA. We shall also arrange for cooperation with content & gaming providers to offer contents on our COMMODORE portal for our device owners.

BRAND LICENSING

Brand licensing is an important business segment to realize the maximum brand value. During the prior fiscal year, in August 2010, the Company entered into a brand licensing arrangement with a third party to license the Keyboard Computer under the traditional form factor of the Commodore 64. Under the license agreement, the third party is expected to pay an initial royalty of Euro250,000 on or before December 31, 2011. At the date of this report, the third party has not formally submitted the computer for our approval and has not paid the initial royalty. Accordingly we have not recorded this initial royalty in our accounts until we receive the royalty payment. Therefore there was no royalty income earned during the three months period ended December 31, 2010.

The Group will continue to explore brand licensing opportunities in the coming quarters since it received several requests for licensing arrangements. We will start an active Brand licensing policy, subject to available resources, possibly through working with brand management partner(s), during the course of 2011 for certain products segments and leverage on the Brand awareness in the different territories. Currently we are in preliminary discussion with a brand licensing agent and we expect that this process will take a few months before we know the outcome.

Growth Strategy

We believe that the COMMODORE trademark is recognized in many countries. A principal component of our growth strategy is to utilize this global recognition of our brand name and our reputation for quality and cost competitive products to aggressively promote our products in these geographic territories. We believe that we will be able to compete more effectively by combining innovative approaches to our current product line and augmenting our product line with complementary products. We intend to pursue such plans either independently or through partnership with other companies as well as license arrangements, distributorship agreements and joint ventures.

Seasonality

We generally experience stronger demand from our customers for our products in the fiscal quarters ending September and December. However, this revenue pattern may be less prevalent due to our focus to obtain additional orders to increase product demand during the March and June fiscal quarters.

Working Capital

Our operations will be impacted by the seasonality because we expect to record the majority of annual sales in the quarters ending September and December. This seasonality causes us to maintain higher inventory levels during the quarters ending June and September, which in turn increases the working capital needed during these periods. We also anticipate that cash flow from operations and the financing presently in place will not provide sufficient liquidity to meet our operating and cash requirements in the year ahead.

36


Government Regulation

Many of our products are subject to various Federal regulations, some of which empower the Consumer Product Safety Commission (the "CPSC") to regulate potentially hazardous products. The CPSC has the authority to exclude from the market certain articles that are found to be hazardous and can require a manufacturer to refund the purchase price of products that present a substantial product hazard. CPSC determinations are subject to court review. Similar laws exist in some states and cities in the United States. During the year ended September 30, 2010, none of our products were sanctioned by the CPSC as hazardous.

Product Liability and Insurance

We are periodically subject to product liability claims resulting from personal injuries. We may become involved in various lawsuits incidental to our business.

Currently, we do not have any product liability insurance, but we intend to arrange product liability insurance in the first half of 2011. In recent years, product liability insurance has become much more expensive, restrictive and difficult to obtain. Accordingly, there can be no assurance that our general product liability insurance, when arranged, will be sufficient to cover any successful product liability claims made against us in the future. However, any claims substantially in excess of our intended insurance coverage, or any substantial claim not covered by insurance, could have a material adverse effect on our financial condition and results of operations.

Research and Development

The Company works in conjunction with product development companies in China. The Company does not undertake any research and development at the moment.

Employees

As of January 15, 2011, we had 5 employees employed by the Group, excluding staff of our stakeholders and partners contributing to the Group on a as required basis. The Company will furthermore extend this staff and consultants as required by operations.

Results of Operations

FOR THE THREE MONTHS ENDED DECMBER 31, 2010 AND 2009.

REVENUES

The Company did not record any revenue for the three months period ended December 31, 2010. Therefore the Company did not incure any cost of revenue, recording no gross profit for the three months period ended December 31, 2010. For the three months period ended December 31, 2009, the Group realized revenue of $9,412 which was mainly derived from the sale of computer products and a cost of revenue of $8,431 achieving a gross profit of $981. We hope to generate additional revenue as we establish additional distributors.

37


OPERATING EXPENSES

For the three months period ended December 31, 2010, we had recorded no gross profit and our total operating expenses were $333,946, all of which were selling, general and administrative expenses, We also had $29,361 in interest expenses, $1,985 in interest income, $6,500 in other income,and loss attributable to non controlling interest of $17,942. Our net loss to our shareholders for the three months period ended December 31, 2010 was $336,880. This is in comparison for same three months period ended December 31, 2009, our gross profit was $981 and our total operating expenses were $33,991, all of which were selling, general and administrative expenses, and loss attributable to non-controlling interest of $13,442. Our net loss to our shareholders for the three months period ended December 31, 2009 was $19,568. The increase in our administration expenses for the current three months period compared to the corresponding period was mainly due to the Europe salary expenses of $98,037, Europe office rental expense of $18,136, corporate salary expenses of $95,244, marketing support expenses of $30,323, and other administration expenses of $92,206

Liquidity and Capital Resources

We do not have sufficient resources to effectuate our business. As of December 31, 2010, we had $66,172 in cash. We expect to incur a minimum of $1,100,000 in expenses during the next twelve months of operations. We estimate that this will be comprised of the following expenses: $300,000 in product development, $200,000 website development; $100,000 in marketing expenses, and $500,000 in general administrative expenses such as for salaries, corporate, legal and accounting fees, office overhead and general working capital.

In addition, we have debts of $3,945,197 to be settled of which $2,144,390 are due to our directors and shareholders / affiliates. We also have other commitments of about US$1,987,000 to be paid as set out in Note 11(ii) to the financial statements. We will require to settle about $1,987,000 of the above debts and commitments in order to secure our Commodore brand which is currently pledge to our shareholders / financier.

We may have to raise funds to pay for our expenses. We may have to borrow money from shareholders or issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.

Going Concern Consideration

Our independent auditors included an explanatory paragraph in their report on the financial statements for the year ended September 30, 2010 regarding concerns about our ability to continue as a going concern. During the quarter ended December 31, 2010 the Company had recorded no revenues and incurred a net loss of $336,880; and an accumulated net loss of $1,485,182 for the period from June 15, 2007 (inception) to December 31, 2010. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in emerging markets and the competitive environment in which the Company operates. The Company is pursuing financing for its operations. In addition the Company is seeking to expand its revenue base by adding customers and/ or entering into new profitable businesses. Failure to secure such financing, to raise additional equity capital and to expand its revenue base may result in the Company depleting its available funds and not being able to pay its obligations. These financial statements do not include any adjustment to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

38


Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Quantitative and Qualitative Disclosures about Market Risk:

A smaller reporting company is not required to provide the information required by this Item.

Off-Balance Sheet Arrangements:

Other than as disclosed in the financial statements, the Company has no off-balance sheet obligations or guarantees.

Item 4. Controls and Procedures.
Evaluation of Controls and Procedures:

In accordance with Exchange Act Rules 13a-15 and 15d-15, our management is required to perform an evaluation under the supervision and with the participation of the Company's management, including the Company's principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period.

Evaluation of Disclosure Controls and Procedures:

Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2010, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in this Report was (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and instructions for Form 10-Q.

Our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures had the following deficiency:

*

We were unable to maintain any segregation of duties within our business operations due to our reliance on limited personnel. While this control deficiency did not result in any audit adjustments to our interim or annual financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties. Accordingly we have determined that this control deficiency constitutes a material weakness.

To the extent reasonably possible, given our limited resources, our goal is to separate the responsibilities of Principal Executive Officer and Principal Financial Officer, intending to rely on two or more individuals. We will also seek to expand our current board of directors to include additional individuals willing to perform directorial functions. Since the recited remedial actions will require that we hire or engage additional personnel, this material weakness may not be overcome in the near term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the advice of outside professionals and consultants.

Changes in Internal Controls over Financial Reporting:

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

39


PART II. OTHER INFORMATION


Item 1. Legal Proceedings.

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company's property is not the subject of any pending legal proceedings.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Removed and Reserved)

Item 5. Other Information.

None.

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Item 6. Exhibits


2.1

Participation Agreement dated September 1, 2009 (3) (6)

2.2

Addendum to the Participation Agreement dated June 16, 2010 (3)

2.3

Participation Agreement dated July 1, 2010 (4)

2.4

Shareholders' Agreement dated July 1, 2010 (4)

2.5

Pledge document on 51% of Commodore Holding B.V. (7)

2.6

Compensation agreement with SPbyDesign (7)

2.7

Loan agreement for Euro330,000 (7)

2.8

Pledge agreement for the rights to Benelux (7)

3.1

Articles of Incorporation (1)

3.2

Bylaw (1)

10.1

Director Agreement with Ben van Wijhe, Donald Su Yo Ruan, and Te Hwai Ho (5)

14.1

Code of Ethics (2)

31.1*

Certifications by Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certifications by Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certifications by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*

Certifications by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


(1)


Incorporated by reference from Registrant's Registration Statement on Form SB-2 filed on November 7, 2007.

(2)

Incorporated by reference from Registrant's Current Report on Form 8-K filed on January 3, 2011.

(3)

Incorporated by reference from Registrant's Current Report on Form 8-K filed on July 6, 2010.

(4)

Incorporated by reference from Registrant's Current Report on Form 8-K filed on July 8, 2010.

(5)

Incorporated by reference from Registrant's Current Report on Form 8-K filed on October 26, 2010.

(6)

Incorporated by reference from Registrant's Current Report on Form 8-K filed on September 9, 2009.

(7)

Incorporated by reference from Registrant's quarterly report on amendment no. 2 to Form 10-Q filed on January 18, 2011.


*


Filed herewith.

41


SIGNATURES

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



Asiarim Corporation
a Nevada corporation

Date: February 18, 2011

/s/ Ben van Wijhe
---------------------------------------
Ben van Wijhe
Principal Executive Officer

Date: February 18, 2011

/s/ HO Te Hwai
---------------------------------------
HO Te Hwai
Principal Financial Officer

42