Un Monde International Ltd. - Annual Report: 2010 (Form 10-K)

Media Contents - commmodoreworld.com

As stated before, 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. 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 is an important business segment to realize the maximum brand value. During the 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 USD250,000 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 for the 2010 fiscal year until we receive the royalty payment.

The Group will continue to explore brand licensing opportunities in the coming year since it received several requests for licensing arrangements. We consider to start an active Brand licensing policy, 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.

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.

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 December 15, 2010, 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.

The reader should carefully consider these risk factors in addition to those set forth in the Company's financial statements or the notes thereto. Additional risks about which the Company is not yet aware or that the Company currently believes to be immaterial also may adversely affect the Company's business operations. If any of the following occur, the Company's business condition or operating results may be adversely affected. In that case, the price of the Company's common stock may decline.

Risk Factors Relating to Our Company

Failure to raise adequate capital and generate adequate sales revenues to meet our obligations and develop and sustain our operations could result in having to curtail or cease operations. Additionally, even if we do raise sufficient capital and generate revenues to support our operating expenses, there can be no assurances that the revenue will be sufficient to enable us to develop business to a level where it will generate profits and cash flows from operations. These matters raise substantial doubt about our ability to continue as a going concern. Our independent auditors currently included an explanatory paragraph in their report on our financial statements regarding concerns about our ability to continue as a going concern. Accordingly, our failure to generate sufficient revenues or to generate adequate capital could result in the failure of our business and the loss of your entire investment.

We were established on June 15, 2007 and have a limited operating history. We are in the initial stage and are subject to all of the risks inherent in the establishment of a new business enterprise. We have had modest revenue since inception. The Company is a highly speculative venture involving significant financial risk. It is uncertain as to when the Company will sustain profitability, if ever.

There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. We may not be able to successfully effectuate our business. The revenue and income potential of our proposed business and operations is unproven as the lack of operating history makes it difficult to evaluate the future prospects of our business.

As discussed in the Notes to Financial Statements for the year ended September 30, 2010, we had a net loss of approximately $1,093,259 and for the period from June 15, 2007 (inception) to September 30, 2010 an accumulated loss of $1,148,302. These factors raise substantial doubt that we will be able to continue operations as a going concern, and our independent auditors included an explanatory paragraph regarding this uncertainty in their report on our financial statements for the period June 15, 2007 (inception) to September 30, 2010. Our ability to continue as a going concern is dependent upon our generating cash flow sufficient to fund operations. Our business strategy may not be successful in addressing these issues. If we cannot continue as a going concern, our stockholders may lose their entire investment in us.

We are dependent on the continued contributions of our directors and officers, whose knowledge and leadership would be difficult to replace. Our success is also heavily dependent on our ability to retain and attract experienced consultants. We do not maintain any key person insurance on the directors and officers. If we were to lose their services, our ability to execute our business plan would be harmed, and we may be forced to cease operations until such time as we could hire suitable replacements.

We do not have an audit or compensation committee comprised of independent directors. Indeed, we do not have any audit or compensation committee. These functions are performed by our directors. Thus, there is a potential conflict of interest in that our directors and/or officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions.

Risks Relating To Our Common Shares

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless the value of such shares appreciates and they sell them. There is no assurance that stockholders will be able to sell shares when desired.

We may, in the future, issue additional common shares, which would reduce investors' percent of ownership and may dilute our share value.

Our Articles of Incorporation authorizes the issuance of 75,000,000 shares of common stock, of which 29,535,000 shares are issued and outstanding as of December 31, 2010. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

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that a broker or dealer approve a person's account for transactions in penny stocks; and

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the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

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obtain financial information and investment experience objective of the person;

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make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stock;

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the broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form;

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sets forth the basis on which the broker or dealer made the suitability determination; and

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that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Business Related Risks

The consumer electronics business is intensely competitive, highly fragmented and subject to rapid change. We do not have the resources to compete with our existing competitors or with any new competitors. We compete with many consumer electronics companies which have significantly greater personnel, financial, managerial, and technical resources than we do. This competition from other companies with greater resources and reputations may result in our failure to maintain or expand our business as we may never be able to develop our own customers which are primary retailers. If we are not be able to differentiate ourselves with other bundled products and applications to build our position in the market place.

We have pledged to sell 51% of the C= Holdings which holds the Commodore brand name unless we can repay the debts under the pledge.

We have pledged to sell 51% of C= Holdings which holds the Commodore brand name against certain financing owed by the Group to third parties. The Group has also pledged the remaining 49% of C= Holdings against certain amounts owed to a vendor of the 49% interests. If the Group cannot repay the loan then the third party may exercise the pledge and the Group may lose the controlling ownership and or the entire interests of the brand which may adversely affect our future revenues, earnings and growth.

We have pledged 100% interests of Commodore Licensing which holds the license to operate the Commodore brand name against certain financing owed by the Group to third parties. If the Group cannot repay the loan then the third party may exercise the pledge and the Group may lose the entire interests to operate the Commodore brand which may adversely affect our future revenues, earnings and growth.

Recent events in capital markets and the global economic downturn may adversely affect the Company's access to financing or may increase the costs of financing the Company's operations.

The global economic environment continues to be distressed by difficulties in the financial markets, which have led to curtailment of credit and increases in the frequency of bankruptcies. Financial institutions failures may impede the Company's ability to obtain financing for its operations. The economic downturn may preclude the Company from realizing its business plan. The Company's customers are primarily retailers. Some customers may have difficulty paying, be slower to pay, or file for bankruptcy as a result of negative economic conditions.

If we are unable to resist price increases from our suppliers or pass through such increases to our customers, our profit margins will shrink or be eliminated entirely.

All of our products are expected and will be purchased from suppliers with factories located in the People's Republic of China ("China"). The weakness of the United States dollar in relationship to the Chinese currency has increased substantially the cost of the products we will purchase from such suppliers. These suppliers also have experienced sharply rising costs attributable to, among other things, substantially increased raw material costs, general economic conditions and changes in certain labor, public health and tax regulations in China. As a consequence, many of the suppliers have indicated substantial price increases for the products we will and intend to purchase from them. We are monitoring and will try to resist such increases and, at the same time, discuss higher product sale prices to our customers. We expect our customers will strongly resisted accepting new increased pricing given the recent decline in economic conditions globally and the fear that higher prices will adversely affect the future sales orders from customers. The pricing situation with our suppliers and customers is unclear and there can be no assurance that we will be able to work out an acceptable solution. In addition, if we are unable to negotiate lower costs with our suppliers, higher prices from our customers or some combination of the two, our planned sales will likely decline, our profit margins will shrink and our operating results may be materially and adversely affected.

The loss or significant reduction in business of any of our key customers could materially and adversely affect our revenues and earnings.

We are highly dependent upon sales of our products to our affiliates in United States and in Europe, and our own sales channels in Asia and Africa. All customer purchases are made through purchase orders and we do not have any long-term contracts with customers. The complete loss of or significant reduction in business from, or a material adverse change in the financial condition of our customers will cause a material and adverse change in our revenues and operating results.

We depend on a limited number of suppliers for our products. The inability to secure our products could reduce our revenues and adversely affect our relationship with our customers.

We rely on a limited number of suppliers for our goods, and most of which are located in southern China. This reliance involves a number of significant potential risks, including:

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lack of availability of materials and interruptions in delivery of components and raw materials to our suppliers/manufacturers;

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manufacturing delays caused by such lack of availability of components or interruptions in delivery;

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fluctuations in the quality and the price of components and raw materials, in particular due to the petroleum price impact on such materials; and

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risks related to operations in China.

We do not have any long-term or exclusive purchase commitments with any of our suppliers. We rely on a few suppliers of our products. Our failure to maintain existing relationships with our suppliers or to establish new relationships in the future could negatively affect our ability to obtain our products in a timely manner. If we are unable to obtain ample supply of product from our existing suppliers or alternative sources of supply, we may be unable to satisfy our customers' orders, which could materially and adversely affect our revenues and our relationship with our customers.

If our contract manufacturers are unable to deliver our products in the required amounts and in a timely fashion, we could experience delays or reductions in shipments to our customers which could materially and adversely affect our revenues and our relationship with our customers. Unanticipated disruptions in our operations, slowdowns or shutdowns by our suppliers, manufacturers and shipping companies could adversely affect our ability to deliver our products and service our customers which could materially and adversely affect our revenues and our relationship with our customers.

All of our products are manufactured in accordance with our specifications by factories principally located in southern China. If we are unable to obtain our products from these factories in the required quantities and quality and in a timely fashion, we could experience delays or reductions in product shipments to our customers which could negatively affect our ability to meet the requirements of our customers, as well as our relationships with our customers, which in turn could materially and adversely affect our revenues and operating results.

Our ability to provide high quality customer service, process and fulfill orders and manage inventory depends on the efficient and uninterrupted distribution operation and the timely and uninterrupted performance of third party manufacturers and suppliers, shipping companies and dock workers. Any material disruption, slowdown or shutdown of the operation of the distribution centers, manufacturing facilities or management information systems, or comparable disruptions, slowdowns or shutdowns suffered by our principal manufacturers, suppliers and shippers could cause delays in our ability to receive, process and fulfill customer orders and may cause orders to be canceled, lost or delivered late, goods to be returned or receipt of goods to be refused. As a result, our revenues and operating results could be materially and adversely affected.

All of our suppliers are located in southern China. Inadequate development and maintenance of infrastructure in China, including inadequate power and water supplies, transportation and raw materials availability, and the deterioration in the general political, economic and social environments in China may make it difficult, more expensive and possibly prohibitive for these suppliers to continue to operate in China. We cannot assure you that our existing or future supplier will not close. We cannot assure you that we will be able to find suitable replacements for such suppliers, if they close. In addition, we will implement procedures to certify all of our existing and future suppliers and manufacturers of our products, however there can be no assurance that our recertification procedures are adequate or that any of our recertified suppliers and manufacturers will not close their facilities. If we cannot find suitable replacements for any manufacturers that have or may in the future close their facilities, our revenues and operating results could be materially and adversely affected.

The failure to maintain our relationships with our licensees and distributors or the failure to obtain new licensees or distribution relationships could materially and adversely affect our revenues and earnings.

We own the COMMODORE trademark for the manufacture and sale of specific consumer electronics and other products. In addition, we expect to enter into agreements for the distribution of products bearing the COMMODORE brand, into defined geographic areas and or product categories. We intend to enter into distribution agreements for certain of our products in select territories or countries, most have terms of two years or less. We cannot assure that such agreements will be renewed or that our relationships with our licensees or distributors will be maintained on satisfactory terms or at all. The failure to maintain our relationships with our licensees and distributors on terms satisfactory to us, the failure to obtain new licensees or distribution relationships or the failure by our licensees to protect the integrity and reputation of the COMMODORE trademark could materially and adversely affect our licensing revenues and our earnings.

Our business could be materially and adversely affected if the Licensor cannot protect its intellectual property rights or if we infringe on the intellectual property rights of others.

Our ability to compete effectively depends on our ability to maintain and protect the proprietary rights. We own the COMMODORE trademark, which is materially important to our business. This trademark is registered throughout the world by the subsidiary company, Commodore Holdings B.V. (formerly known as Commodore International B.V.). The protections afforded by the laws of the countries in the territories we registered the trademark may not be adequate to protect the intellectual property rights.

Third parties may seek to challenge, invalidate, circumvent or render unenforceable any trademarks, patents or proprietary rights registered to us. In addition, in the event third party licensees fail to protect the integrity of the trademarks, the value of these marks could be materially and adversely affected. Our inability to protect our proprietary rights could materially and adversely affect the license of our trade names, trademarks and patents to third parties as well as our ability to sell our products. Litigation may be necessary to enforce the intellectual property rights, protect our trade secrets; and determine the scope and validity of such intellectual property rights. Any such litigation, whether or not successful, could result in substantial costs and diversion of resources and management's attention from the operation of our business.

We may receive notices of claims of infringement of other parties' proprietary rights. Such actions could result in litigation and we could incur significant costs and diversion of resources in defending such claims. The party making such claims could secure a judgment awarding substantial damages, as well as injunctive or other equitable relief. Such relief could effectively block our ability to make, use, sell, distribute or market the products and services in such jurisdiction. We may also be required to seek licenses to such intellectual property. We cannot predict, however, whether such licenses would be available or, if available, that such licenses could be obtained on terms that are commercially reasonable and acceptable to us. The failure to obtain the necessary licenses or other rights could delay or preclude the sale, manufacture or distribution of our products and could result in increased costs to us.

Our revenues and earnings could be materially and adversely affected if we cannot anticipate market trends or enhance existing products or achieve market acceptance of new products.

Our success is dependent on our ability to anticipate and respond to changing consumer demands and trends in a timely manner, as well as expanding into new markets and developing new products. In addition, to increase our penetration of current markets and gain footholds in new markets for our products, we must maintain our existing products and integrate them with new products. We may not be successful in developing, marketing and releasing new products that respond to technological developments or changing customer needs and preferences. We may also experience difficulties that could delay or prevent the successful development, introduction and sale of these new products. These new products may not adequately meet the requirements of the marketplace and may not achieve any significant degree of market acceptance. If release dates of any future products or enhancements to our products are delayed, or if these products or enhancements fail to achieve market acceptance when released, our sales volume may decline and earnings could be materially and adversely affected. In addition, new products or enhancements by our competitors may cause customers to defer or forgo purchases of our products, which could also materially and adversely affect our revenues and earnings.

Foreign regulations and changes in the political, public health and economic conditions in the foreign countries in which we operate our business could materially and adversely affect our revenues and earnings.

We derive a significant portion of our revenue from sales of products manufactured by third parties located primarily in southern China. In addition, third parties located in China and other countries located in the same region produce and supply many of the components and raw materials used in our products. Conducting an international business inherently involves a number of difficulties and risks that could materially and adversely affect our ability to generate revenues and could subject us to increased costs. Among the factors that may adversely affect our revenues and increase our costs are:

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Chinese labor laws;

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more stringent export restrictions in the countries in which we operate which could adversely affect our ability to deliver our products to our customers;

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political instability and economic downturns in these countries which could adversely affect our ability to obtain our products from our manufacturers or deliver our products to our customers in a timely fashion;

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labor shortages in manufacturing facilities located in China, including the short-term labor shortage in manufacturing facilities caused by migrant workers seeking employment opportunities elsewhere;

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the rise of inflation and substantial economic growth in China;

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currency fluctuations which could cause an increase in the price of the components and raw materials used in our products and a decrease in our profits;

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tariffs and other trade barriers which could make it more expensive for us to obtain and deliver our products to our customers;

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the elimination or reduction of value-added tax refunds to Chinese factories that manufacture products for export;

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seasonal reductions in business activity in these countries during the summer months which could adversely affect our sales; and

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new restrictions on the sale of electronic products containing certain hazardous substances.

Any of factors described above may materially and adversely affect our revenues and/or increase our operating expenses.

We are subject to intense competition in the industry in which we operate, which could cause material reductions in the selling price of our products or losses of our market share

The consumer electronics industry is highly competitive, especially with respect to pricing and the introduction of new products and features. Our products compete in the medium-priced sector of the consumer electronics market and compete primarily on the basis of reliability, brand recognition, quality, price, design, consumer acceptance of the COMMODORE trademark and quality service and support to retailers and our customers. In recent years, many of our competitors, have regularly lowered prices, and we expect these pricing pressures to continue. If these pricing pressures are not mitigated by increases in volume, cost reductions from our suppliers or changes in product mix, our revenues and profits could be substantially adversely affected. In comparing to our Group, many of our competitors have significantly greater managerial, financial, marketing, technical and other competitive resources and greater brand recognition. As a result, our competitors may be able to (i) adapt more quickly to new or emerging technologies and changes in customer requirements; (ii) devote greater resources to the promotion and sale of their products and services; and (iii) respond more effectively to pricing pressures.

In addition, competition could increase if new companies enter the market, existing competitors expand their product mix or we expand into new markets. An increase in competition could result in material price reductions or loss of our market share.

The seasonality of our business, changes in consumer spending and economic conditions may cause our quarterly operating results to fluctuate and cause our stock price to decline.

Our net revenue and operating results may vary significantly from quarter to quarter, which may adversely affect our results of operations and the market price for our common stock. Factors that may cause these fluctuations include:

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seasonal variations in operating results;

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Variations in manufacturing and supplier relationships;

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the discretionary nature of consumers' demands and spending patterns;

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Variations in the sales of our products to our significant customers;

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new product developments or introductions;

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if we are unable to correctly anticipate and provide for inventory requirements from quarter to quarter, we may not have sufficient time to deliver our products to our customers in a timely fashion or we may have excess inventory that we are unable to sell;

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Changes in market and economic conditions;

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product reviews and other media coverage;

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competition, including competitive price pressures; and

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political instability, war, acts of terrorism or other disasters.

If our sales during the holiday season fall below our expectations, our operating results also could fall below expectations.

Sales of our products are expected to be seasonal due to consumer spending patterns, which tend to result in significantly stronger sales in our September and December fiscal quarters, especially as a result of the holiday season. This pattern probably will not change significantly in the future. If the economy faltered in these periods, if our customers altered the timing or frequency of their promotional activities or if the effectiveness of these promotional activities declined, particularly around the holiday season, annual operating results could be materially adversely affected. Due to the seasonality of our business, our results for interim periods are not necessarily indicative of our results for the year.

If our third party sales representatives fail to adequately promote, market and sell our products, our revenues could significantly decrease.

A significant portion of our product sales are made and expect it to be made through our distributors. Our level of sales depends on the effectiveness of these organizations, as well as the effectiveness of our own employees. Some of these third party representatives may sell (and do sell), with our permission, competitive products of third parties as well as our products. If any of our third party sales representative organizations engaged by us fails to adequately promote, market and sell our products, our revenues could be significantly decreased until a replacement organization or distributor could be retained by us. Finding replacement organizations and distributors could be a time consuming process during which our revenues could be negatively impacted.

We could be exposed to product liability or other claims for which our product liability or other insurance may be inadequate.

A failure of any of the products marketed by us may subject us to the risk of product liability claims and litigation arising from injuries allegedly caused by the improper functioning or design of our products. Although we currently do not maintain a product liability insurance, we cannot assure that:

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a product liability insurance will provide adequate coverage against potential liabilities;

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adequate product liability insurance will continue to be available in the future; or

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such insurance can be maintained on acceptable terms.

Currently, we do not have any product liability insurance, and even if we arrange for the general product liability insurance, there can be no assurance that the general product liability insurance, once arranged, will be sufficient to cover any successful product liability claims made against us in the future. We cannot be assured that such policies, once arranged, will provide adequate coverage against potential liabilities. To the extent product liability or other litigation losses are beyond the limits or scope of our insurance coverage, our expenses could materially increase.

We may seek to make acquisitions that prove unsuccessful or strain or divert our management's attention and our capital resources.

We may seek to grow our business through the acquisition of related businesses. Such acquisitions present risks that could materially adversely affect our earnings, including:

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the diversion of our management's attention from our everyday business activities;

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the assimilation of the operations and personnel of the acquired business;

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the incurring of additional expenses related to such acquisitions, whether or not such acquisitions are consummated;

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the contingent and latent risks associated with the past operations of, and other unanticipated problems arising in, the acquired business; and

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the need to expand management, administration and operational systems.

If we make such acquisitions, we cannot predict whether:

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we will be able to successfully integrate the operations of any new businesses into our business;

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we will realize any anticipated benefits of completed acquisitions; or

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if there will be substantial unanticipated costs associated with acquisitions.

In addition, future acquisitions by us may result in:

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potentially dilutive issuances of our equity securities;

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the incurrence of additional debt; and

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the recognition of significant charges for impairment and amortization expense related to goodwill and other intangible assets.

We continuously evaluate potential acquisitions of related businesses. However, competition for such potential acquisitions is intense and we have not reached any agreement or arrangement with respect to any particular acquisition and we may not be able to complete any acquisitions on favorable terms or at all.

Any substantial indebtedness we incur from time to time may adversely affect our ability to obtain additional funds and may increase our vulnerability to economic or business downturns.

From time to time we may incur substantial debt in connection with our operations. As a result, we may be subject to the risks associated with indebtedness, including:

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because we would need to dedicate a portion of our cash flows from operations to pay debt service costs, we would have less funds available for operations and other purposes;

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it may be more difficult and expensive to obtain additional funds through financings, if such funds are available at all;

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we would be more vulnerable to economic downturns and fluctuations in interest rates, less able to withstand competitive pressures and less flexible in reacting to changes in our industry and general economic conditions; and

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if we were to default under any of our existing credit facilities or if our creditors were to demand payment of a portion or all of our indebtedness, we may not have sufficient funds to make such payments.

Market Related Risks

The market price of our common stock may experience significant price and volume fluctuations from time to time.

The market price for our common stock and for securities of similar companies may from time to time experienced significant price and volume fluctuations. Factors which may affect our market price include:

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Market conditions in the industries in which we operate;

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competition;

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sales or the possibility of sales of our common stock;

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our results of operations and financial condition; and

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general economic conditions.

Furthermore, the stock market has experienced significant price and volume fluctuations unrelated to the operating performance of particular companies. These market fluctuations may also adversely affect the market price of our common stock.

Risks related to doing business in China

PRC laws and regulations governing our businesses and the validity of certain of our contractual arrangements are uncertain. If we are found to be in violation, we could be subject to sanctions. In addition, changes in such PRC laws and regulations may materially and adversely affect our business.

There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing our business, or the enforcement and performance of our contractual arrangements with certain of our affiliated Chinese entities. We are considered foreign persons or foreign invested enterprises under PRC law. As a result, we are subject to PRC law limitations on foreign ownership of consulting companies. These laws and regulations are relatively new and may be subject to change, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance by foreign investors. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively.

The PRC government has broad discretion in dealing with violations of laws and regulations, including levying fines, revoking business and other licenses and requiring actions necessary for compliance. In particular, licenses and permits issued or granted to us by relevant governmental bodies may be revoked at a later time by higher regulatory bodies. We cannot predict the effect of the interpretation of existing or new PRC laws or regulations on our businesses. We cannot assure you that our current and future operating structure would not be found in violation of any current or future PRC laws or regulations. As a result, we may be subject to sanctions, including fines, and could be required to restructure our operations or cease to provide certain services. Any of these or similar actions could significantly disrupt our business operations or restrict us from conducting a substantial portion of our business operations, which could materially and adversely affect our business, financial condition and results of operations.

Governmental control of currency conversion may affect the restriction of movement of capital.

The PRC government imposes controls on the conversion of RMB to foreign currencies and, in certain cases, the remittance of currencies out of China. As our business expands, we expect to derive an increasing percentage of our sales in RMB. In the future when we set up our sales channels in China either through a subsidiary company or through local distributors or partners, we expect our income will be primarily derived from dividend payments from our PRC subsidiaries or sales proceeds from the distributors or partners in China. Shortages in the availability of foreign currency may restrict the ability of our PRC subsidiaries and our affiliated entities to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the PRC State Administration of Foreign Exchange by complying with certain procedural requirements. However, approval from appropriate government authorities is required when RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of bank loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our demands, we may not be able to pay dividends in foreign currencies to our stockholders, including holders of our common stock.

The value of RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions. On July 21, 2005, the PRC government changed its decades-old policy of pegging the value of the RMB to the U.S. dollar. Under the new policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of foreign currencies. This change in policy has resulted in an approximately 20% appreciation of the RMB against the U.S. dollar. While the international reaction to the RMB revaluation has generally been positive, there remains significant international pressure on the PRC government to adopt a more flexible currency policy, which could result in a further and significant appreciation of the RMB against the U.S. dollar. As our electronics business continues to grow, a greater portion of our revenues and costs will be denominated in RMB, while a significant portion of our financial assets may be denominated in U.S. dollars. We expect to rely significantly on sales, dividends and other fees paid to us by our subsidiaries, affiliated entities, and resellers in China. Any significant revaluation of RMB may materially and adversely affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, our common stock in U.S. dollars. For example, an appreciation of RMB against the U.S. dollar would make any new RMB denominated investments or expenditures more costly to us, to the extent that we need to convert U.S. dollars into RMB for such purposes.

Our business could be adversely affected by the effects of SARS, Avian Flu, Swine Flu or another epidemic or outbreak. China reported a number of cases of SARS in April 2004 and Hong Kong reported a number of cases of Swine Flu in 2009. Any prolonged recurrence of SARS or Swine Flu or other adverse public health developments in China or Hong Kong may have a material adverse effect on our business operations. For instance, health or other governmental regulations adopted in response may require temporary closure of our business operations, or of our offices. Such closures would severely disrupt our business operations and adversely affect our results of operations. We have not adopted any written preventive measures or contingency plans to combat any future outbreak of SARS or Swine Flu or any other epidemic.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

a

The Group leases an office at Suite 1601, 16/F Jie Yang Building, 271 Lockhart Road, Wanchai, Hong Kong. The lease is by monthly basis of $100 per month with automatic renewal at the end of each month. The office space is approximately 300 square feet;

b

The Group also leases an office at Suite 1403 Wan Chai Commercial Center, 194 Johnston Road, Wanchai, Hong Kong. The lease is by monthly basis of about $67 per month with automatic renewal at the end of each month. The office space is approximately 200 square feet;

c

In January 2010, upon acquiring the European operating office, we assume a tenancy agreement for the office at Haerstraat 125, 7573 PA Oldenzaal, The Netherlands. This office is about 1,000 square feet. The lease will expire at the end of February 2011 and the monthly rent is Euro 7,738 (about US$10,291), inclusive of local tax; and

d

In July 2010, upon forming the joint venture for the sourcing operation in Asia, we have set up representative offices in (i) Shanghai at Suite 1703 Grand Ocean Tower, 1200 Pudong Avenue, Shanghai, China 200135, (ii) Taipei at 5F-4, No.1, Baosheng Road, Yonghe City, Taipei Country 23444, Taiwan, and (iii) California at 16960 Gala Ave, City of Industry, CA 91745, USA. We use these offices on a month to month basis and only pay direct expenses relating to the use of the office. The Group did not enter into any formal tenancy agreements for the use of these representative offices.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

A registrant that qualifies as a smaller reporting company is not required to provide the Performance graph required in paragraph (e) of Item 201.

We have one class of securities, Common Voting Equity Shares ("Common Stock"). Our common stock is quoted on the OTC Markets under the symbol "ARMC".

The following table shows the reported quarterly high and low closing sales price for our shares within the last two fiscal years on the OTC Markets. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions. Investors should not rely on historical prices of our Common Stock as an indication of its future price performance. The closing price of our Common Stock on September 30, 2010 was $1.25 per share.

We have not declared or paid dividends on our Common Stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or pay dividends.

A registrant that qualifies as a smaller reporting company is not required to provide the information required by this item.

The following discussion of the Company's operations and financial condition should be read in conjunction with the Financial Statements and notes thereto included elsewhere in this Annual Report on Form 10-K.

Special Note: Certain statements set forth below constitute forward-looking statements made pursuant to the safe harbour provisions of the Private Securities Litigation Reform Act of 1995. See Item 1A - "Risk Factors - Forward Looking Information."

The Company has realized revenue of $9,881 for the year ended September 30, 2010. The Company incurred a cost of revenue of $8,951, achieving a gross profit of $930 for the year ended September 30, 2010. The Company derived all of its revenue from the sale of sample netbook computers.

The Company has realized revenue of $72,203 for the year ended September 30, 2009. The Company incurred a cost of revenue of $65,787, achieving a gross profit of $6,416 for the year ended September 30, 2009. The Company derived about $62,203 in the sale of netbooks and about $10,000 in the provision of consulting services. The Company earned a gross profit of $2,416 and $4,000 on the sale of netbooks and the provision of consultancy services, respectively.

For the year ended September 30, 2010, our gross profit was $930 (2008/09: $6,416) and our total operating expenses were $1,177,581 (2008/09: $81,777), all of which were selling, general and administrative expenses. A summary of the administration expenses are analyzed below. We also had $51,517 in interest expenses (2008/09: $86) in the current year, $2,929 (2008/09: nil) in interest income, $113,247 (2008/09: nil) in gain on deemed disposal of subsidiary and $18,733 (2008/09: $29,357) in loss attributable to minority interests. Our net loss to our shareholders for the year ended September 30, 2010 was $1,093,259 (2008/09: $46,090).

As of September 30, 2010, we had approximately $142,617 in cash and $37,525 in accounts receivables for total current assets of $180,142. In addition, the Company had accrued liabilities of $275,288, other payable of $1,071,474, accounts payable of $359,216, amount due to related parties of $1,403,547, amount due to former subsidiary of $3,715 and amount due to directors of $611,289 for total current liabilities of $3,724,529. We also had a minority interests asset of $5,285 for a total net non-current liabilities of $5,285, so the total liabilities of 3,719,244 at September 30, 2010.

We do not have sufficient resources to effectuate our business. We expect to incur a minimum of $1,000,000 in expenses during the next twelve months of operations. We estimate that this will be comprised of the following expenses: $200,000 in website development; $250,000 in marketing expenses; and $550,000 in general overhead expenses such as for salaries, corporate legal and accounting fees, office overhead and general working capital. In addition we will require an additional Euro 1.5 million for the payment obligations to the creditors and loan givers in respect of the acquisition of the Commodore Licensing and C= Holdings.

Our auditors have indicated that we will have to raise the funds to pay for these 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 a marketing program will have a severe negative impact on our ability to remain a viable company.

Our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Our consolidated financial statements and corresponding notes thereto called for by this item appear at the end of this document commencing on page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

On December 29, 2010, the Company elected and appointed Albert Wong & Co., LLP, an independent U.S. registered public accounting firm which is associated with the Company's then independent registered public accounting firm, Albert Wong & Co., as our new auditors, effective on the same day.

No accountant's report issued by Albert Wong & Co. on the financial statements for either of 2008 and 2009 contained an adverse opinion or a disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles, except for a going concern opinion expressing substantial doubt about the ability of us to continue as a going concern.

During the period that Albert Wong & Co. served as our independent registered public accounting firm and through the date of dismissal, we have not had any disagreements with Albert Wong & Co. on any matter of accounting principles or practices, financial disclosure, or auditing scope or procedure. There were no reportable events, as described in Item 304(a)(1)(iv)(B) of Regulation S-K.

Effective December 29, 2010, we appointed Albert Wong & Co., LLP, which appointment was approved by our Board of Directors, to act as our independent auditors. During the Company's two most recent fiscal years ended September 30, 2009 or subsequent interim period prior to November 15, 2010, the Company has not consulted Albert Wong & Co., LLP regarding the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, nor did Albert Wong & Co., LLP provide advice to the Company, either written or oral, that was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue. Further, during the Company's two most recent fiscal years ended September 30, 2009 or subsequent interim period prior to November 15, 2010, the Company has not consulted Albert Wong & Co., LLP on any matter that was the subject of a "disagreement" or a "reportable event" (each as defined in Item 304 of Regulation S-K).

Our Chief Executive Officer and Chief Financial Officer (collectively, the "Certifying Officers") are responsible for establishing and maintaining disclosure controls and procedures for us. Based upon such officers' evaluation of these controls and procedures as of a date within 90 days of the filing of this annual report, and subject to the limitations noted hereinafter, the Certifying Officers have concluded that our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in this annual report is accumulated and communicated to management, including our principal executive officers as appropriate, to allow timely decisions regarding required disclosure.

The Certifying Officers have also indicated that, except as set forth above, there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation, and there were no corrective actions with regard to significant deficiencies and material weaknesses

Management is responsible for establishing and maintaining internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management evaluated, under the supervision and with the participation of our Chief Executive Officer, the effectiveness of our internal control over financial reporting as of the most recent fiscal year ended September 30, 2010.

Based on its evaluation under the framework in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission, our management concluded that our internal control over financial reporting was not effective as of September 30, 2010, due to the existence of significant deficiencies constituting material weaknesses, as described in greater detail below. A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified one material weakness in our internal control over financial reporting. This material weakness consisted of inadequate staffing within the accounting operations of our Company. The small number of employees who are responsible for accounting functions (more specifically, one) prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews.

This annual report does not include an attestation report by the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

PART III

Set forth below are the names, ages and present principal occupations or employment, and material occupations, positions, offices or employments for the past five years of our current directors and executive officers.

Name and Business Address

Age

Position

Ben Van WIJHE
Wittendiik, 13 7216 PL
Kring Van Dorth, The Netherlands

45

Te Hwai HO
Flat 1601, Jie Yang Building
271 Lockhart Road, Wanchai, Hong Kong

49

Donald Su Yo RUAN
Room 1703, 17^th Floor, Grand Ocean Tower, 1200 Pudong Boulevard, Pudong, Shanghai, China 200135

64

Officer and Director Background

Mr. Ben Van WIJHE: Mr. Van Wijhe was appointed as Director on February 27, 2009 and was appointed as President on April 27, 2009. For over the past 5 years, Mr. Van Wijhe has been the President & Chief Executive Officer of Reunite). Reunite is an investment holding company that held the rights for COMMODORE and developed innovative hardware products and digital media services. Reunite is an OTC Pinksheet company with the symbol CDRL.pk. Mr. Van Wijhe has broad general management experience and proven ability to execute and deliver in digital media, telecom and technology sector.

Mr. Te Hwai HO: Mr. HO is the founder of Asiarim Corporation and has acted as our President, Treasurer, Secretary and Director since our inception on June 15, 2007. He was appointed as Chief Financial Officer and Chief Executive Officer and Principal Accounting Officer on June 18, 2007. Mr. HO has been working as the Director and/or Chief Financial Officer for several listed companies in Hong Kong for the past 5 years. During this time, he has been involved in all aspects of the operation including marketing, sales and financial statements of these Hong Kong listed companies. Mr. HO has a Bachelor of Commerce degree from University of British Columbia and is also a member of the Canadian Institute of Chartered Accountants and a member of the Hong Kong Institute of Certified Public Accountants.

Mr. Donald Su Yo RUAN Mr. RUAN was appointed as Director on September 30, 2010. For the past 5 year, Mr. Donald Ruan has been a partner at Unico/Unind Int. and Executive VP at Taiwan and Hong Kong Trading Co., a Taiwanese government owned trading company. He has been Chief Executive Officer of ProView Tech., KDS, MAG Innovision, and CTX Int. in the United States. He was a board member of Waffer Int., and MAG Innovision. Mr. Ruan is the founder and CEO of Ascenda Corporation since 2001 and also served through 2004 as Chief Resident Representative in China for China Development Financial Holdings Corp of Taiwan, an arm of the banks in Taiwan and China. Mr. Ruan was educated both in Taiwan and the United States of America.

No director or officer of the Company has been affiliated with any company that has filed for bankruptcy within the last five years, other than that Mr. Van Wijhe was the director of Yeahronimo Media Ventures Inc., a Delaware corporation, which have been declared bankrupt by the Court in Utrecht, The Netherlands, on September 1, 2009. The Company is not aware of any proceedings to which any of the Company's officers or directors, or any associate of any such officer or director, is a party adverse to the Company or any of the Company's subsidiaries or has a material interest adverse to it or any of its subsidiaries.

Each officer serves, at the pleasure of the board of directors, for a term of one year and until the successor is elected at the annual meeting of the board of directors and is qualified, subject to removal by the Company's shareholders.

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

On December 29, 2010, the Company appointed Albert Wong & Co, LLP as the principal independent accountant. Please refer to Item 9 of this report.

As disclosed in our Form 8-K filed with the SEC on January 3, 2011, the Company has adopted a Code of Ethics applicable to our directors and employees, including without exception, the principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions.

At present, we do not have a "financial expert" on the board or an audit committee or nominating committee due to our limited capital resources.

Our certificate of incorporation limits the personal liability of our board members for breaches by them of their fiduciary duties. Our bylaws also require us to indemnify our directors and officers to the fullest extent permitted by Nevada law. Nevada law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except:

*

Any breach of their duty of loyalty to us or our stockholders;

*

Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

*

unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions; and

*

Any transaction from which the director derived an improper personal benefit.

Such limitation of liability may not apply to liabilities arising under the federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission. In addition and in accordance with Nevada law, our bylaws also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in this capacity, regardless of whether indemnification would be permitted under Nevada law. We currently do not maintain liability insurance for our directors and officers.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who beneficially own more than ten percent of our common stock, to file reports of ownership of common stock and other equity securities of our company with the Securities and Exchange Commission. Officers, directors and more than ten percent stockholders are required by Commission regulation to furnish us with copies of all Section 16(a) reports they file. To our knowledge, based solely on review of the copies of these reports furnished to us during 2009, all required Section 16(a) reports for our directors, officers and beneficial owners of ten percent of our outstanding stock were filed on a timely basis.

The table below summarizes the compensation paid to our directors or officers in consideration for their services rendered to the Company in their capacity as such. We have no employment agreements with any of our directors or executive officers. We have no pension, health, annuity, bonus, insurance, stock options, profit sharing or similar benefit plans.

(1)

is the Chief Financial Officer, Treasurer and Director of Asiarim.

(2)

is Director of Asiarim. The 2008 salary is not applicable as the person was not appointed a director until after September 30, 2008. Mr. Lau resigned as Director of Asiarim on November 1, 2010.

(3)

is the President, Chief Executive Officer, and Director of Asiarim.

(4)

is a Director of Asiarim. Mr. Ruan was appointed as Director on September 30, 2010.

Since our incorporation on June 15, 2007, no stock options or stock appreciation rights were granted to any of our directors or executive officers. We have no equity incentive plans.

The following table sets forth information regarding shares of our common stock beneficially owned as of September 30, 2010 by: (i) each of our officers and directors; (ii) all officers and directors as a group; and (iii) each person known by us to beneficially own five percent or more of the outstanding shares of our common stock.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. In accordance with Securities and Exchange Commission rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees. Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.

CHANGES IN CONTROL. Our management is not aware of any arrangements which may result in "changes in control" as that term is defined by the provisions of Item 403(c) of Regulation S-K.

On June 20, 2007, we issued 4,500,000 shares of our common stock to Mr. HO Te Hwai, our former President, Treasurer, Secretary and Director, in consideration for the payment of $4,500. The shares were issued under Section 4(2) of the Securities Act of 1933, as amended.

On August 27, 2009, Mitex, a company then solely owned by our director, Mr. Ben van Wijhe, entered into an agreement with a director and two major shareholders of the Company, Messrs Te Hwai HO and Sau Shan KU. According to the agreement, Mr. HO and Mr. KU agreed to transfer their 4,500,000 shares and 2,910,000 shares in the Company for 2,940 shares and 1,960 shares in Mitex, respectively, representing a combined interest of 49% in Mitex.

For professional services rendered by our then independent registered public accounting firm for the audit of the Company's annual financial statements and review of financial statements included in the Company' s Form 10-K. The aggregate fees billed or to be billed by the Company's independent registered public accounting firm, Albert Wong & Co, LLP and Albert Wong, CPA for 2010 and 2009 were $8,000 and $2,000, respectively.

The aggregate fees billed in 2010 and 2009 by the Company's then independent registered public accounting firm for assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of the Company's financial statements are in the amount of $1,500 and $1,500, respectively.

No fees were billed in 2010 and 2009 by the Company's then independent registered public accounting firm for tax compliance, tax advice and tax planning.

No fees were billed in 2010 and 2009 by the Company's then independent registered public accounting firm for any other services, other than Audit Fees and Audit Related Fees.

PART IV

*

Independent Auditor's Report

*

Consolidated Balance Sheets as of September 30, 2010 and 2009

*

Consolidated Statements of Operations for the year ended September 30, 2010 and 2009

*

Consolidated Statements of Stockholders'Equity from June 15, 2007 (Inception) to September 30, 2010

*

Consolidated Statements of Cash Flows for the years ended September 30 2010 and 2009

*

Notes to Consolidated Financial Statements

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 34, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

We have audited the accompanying consolidated balance sheets of Asiarim Corporation (the "Group") as of September 30, 2009 and the related consolidated statements of operations, stockholders 'equity and cash flows for the year then ended. These financial statements are the responsibility of the Group's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of Asiarim Corporation as of September 30, 2009, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The Group'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 Group has accumulated deficit of $55,043 as at September 30, 2009 including net loss of $46,090 for the year ended September 30, 2009. These factors as discussed in Note 2 to the financial statements, raises substantial doubt about the Group's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Independent Auditor's Report

We have audited the accompanying consolidated balance sheets of Asiarim Corporation (the "Group") as of September 30, 2010 and the related consolidated statements of operations, stockholders'equity and cash flows for the year then ended. These financial statements are the responsibility of the Group's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of Asiarim Corporation as of September 30, 2010, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The Group'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 Group has accumulated deficit of $1,148,302 as at September 30, 2010 including net loss of $1,093,259 for the year ended September 30, 2010. These factors as discussed in Note 2 to the financial statements, raises substantial doubt about the Group's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.