Un Monde International Ltd. - Quarter Report: 2010 June (Form 10-Q)

(Mark One)

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

For the quarterly period ended June 30, 2010

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

For the transition period from [   ] to [   ]

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)

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.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (S 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Indicate by check 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)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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

The number of common equity shares outstanding as of July 30, 2010 was 26,850,000 shares of Common Stock, $0.001 par value.

Page

3-4

5

6-7

8

9-28

29-35

36

36

37

37

37

37

37

38

Note

June 30, 2010

September 30, 2009

US$

US$

(Unaudited)

(Audited)

ASSETS

Current assets:

2,298

7,388

469,599

40,779

-

29,855

6,065

5,455

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

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

477,962

83,477

2,657,916

-

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

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

3,135,878

83,477

===========

==========

Current liabilities:

Accounts payable

362,269

50,256

Other payable

945,485

31,067

Accrual expenses

204,332

10,432

Amount due to related parties

5

1,351,020

-

Amount due to directors

6

507,379

24,922

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

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

3,370,485

116,677

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

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

Amount due to a director

6

-

31,000

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

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

-

31,000

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

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

3,370,485

147,677

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

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

Minority Interest

-

(29,357)

Note

June 30, 2010

September 30, 2009

US$

US$

(Unaudited)

(Audited)

Stockholders' equity:

4

26,850

11,020

Additional paid up capital

148,860

9,180

Comprehensive income

518,885

-

(929,202)

(55,043)

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

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

(234,607)

(34,843)

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

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

3,135,878

83,477

============

===========

ASIARIM CORPORATION

For the Three

For the Three

For the Nine

For the Nine

Months Ended

Months Ended

Months Ended

Months Ended

June 30,

June 30,

June 30,

June 30,

2010

2009

2010

2009

US$

US$

US$

US$

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

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

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

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

269

34,389

9,881

64,372

260

32,962

8,951

58,514

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

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

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

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

9

1,427

930

5,858

120,880

24,706

837,717

54,116

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

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

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

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

(120,871)

(23,279)

(836,787

(48,258)

27,784

-

50,814

86

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

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

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

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

(148,655)

(23,279)

(887,601)

(48,344)

-

9,057

13,442

18,463

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

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

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

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

(148,655)

(14,222)

(874,159)

(29,881)

==========

==========

==========

==========

22,350,000

11,020,000

15,458,278

11,020,000

==========

==========

==========

==========

Loss Per Share - basic and diluted (US$)

(0.00)

(0.00)

(0.00)

(0.00)

==========

=========

===========

=========

ASIARIM CORPORATION

Common stock

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

Shares

Amount

capital

stage

Income

Deficits

(deficit)

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

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

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

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

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

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

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

US$

US$

US$

US$

US$

US$

-

-

-

-

-

-

-

10,000,000

10,000

-

-

-

-

10,000

1,000,000

1,000

9,000

-

-

-

10,000

-

-

-

(16,317)

-

-

(16,317)

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

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

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

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

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

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

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

11,000,000

11,000

9,000

(16,317)

-

-

3,683

20,000

-

200

-

-

-

200

-

-

-

7,364

-

-

7,364

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

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

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

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

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

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

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

11,020,000

11,000

9,200

(8,953)

-

-

11,247

-

-

-

8,953

-

(8,953)

-

-

20

(20)

-

-

-

-

-

-

-

-

-

(46,090)

(46,090)

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

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

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

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

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

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

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

11,020,000

11,020

9,180

-

-

(55,043)

(34,843)

ASIARIM CORPORATION

Common stock

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

60,000

60

-

-

-

-

60

250,000

250

250

15,520,000

15,520

139,680

-

-

-

155,200

-

-

-

-

518,885

-

518,885

-

-

-

-

-

(874,159)

(874,159)

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

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

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

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

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

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

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

26,850,000

26,850

148,860

-

518,885

(929,202)

(234,607)

==========

==========

=========

========

========

=========

=========

NIne months ended June 30,

2010

2009

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

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

US$

US$

(874,159)

(29,881)

310

-

(13,442)

(18,463)

(12,708)

(53,656)

3

-

(610)

(1,841)

-

4,597

(33,567)

-

8,730

6,082

128,168

22,517

80,474

27,031

212,280

-

-

51,360

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

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

(504,521)

7,746

(19,454)

-

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

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

(19,454)

-

-

-

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

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

(523,975)

7,746

518,885

-

7,388

1,152

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

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

2,298

8,898

============

=============

50,814

86

============

=============

-

-

============

============

1. ORGANIZATION

Asiarim Corporation (the "Company") is a Nevada corporation, incorporated on June 15, 2007. In the prior fiscal year, the Company's planned principal operations have commenced and there has been revenue therefrom. The Company was no longer a development stage enterprise. The Accounting Standards Codification ASC 915 "Development Stage Entity" sub-section 915-45-5 stated that the cumulative amounts and addition disclosures need not be shown when the Company is no longer in development stage. The Company's offices are located in Oldenzaal, The Netherlands and in Hong Kong, China and its principal business is the sale and distribution of computer, telecom, gaming and multimedia products and devices under the brand name "Commodore".

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.

Since June 15, 2007 (inception) to June 30, 2010, the Company has generated revenue of $121,344 and has incurred an accumulated deficit $929,202. As of June 30, 2010, its current liabilities exceed its current assets by $2,892,523, which may not be sufficient to pay for the operating expenses and debt obligations 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.

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, 2009. 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, 2009 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.

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.

Principles of Consolidation

The consolidated financial statements for the period ended June 30, 2010 include the financial statements of the Company, its 100% subsidiary Commodore Asia Holdings Limited ("CAHL"), its 100% subsidiary Asiarim UK Limited ("AUL"), its indirect holding of Commodore Electronics Limited, a wholly owned subsidiary of CAHL, its indirect holding of Commodore Licensing B.V. (formerly known as CIC Europe Holding B.V.), a wholly owned subsidiary of AUL, and its indirect holdings of C= Holdings B.V. (formerly known as Commodore International B.V.) and Commodore Europe B.V. (formerly known as CIC Europe B.V.), wholly owned subsidiaries of Commodore Licensing B.V.

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 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.

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.

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 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.

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.

The Company recognizes the costs associated with developing a website in accordance with ASC 350-50 "Website Development Cost" that codified the American Institute of Certified Public Accountants ("AICPA") Statement of Position ("SOP") NO. 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use" and the Emerging Issues Task Force (EITF) NO.00-2, "Accounting for Website Development Costs". The website development cost are divided into three stage, planning, development and production. The development stage can further be classified as application and infrastructure development, graphics development and content development, In short, website development cost for internal use should be capitalized except content input and data conversion in content development stage.

Costs associated with the website consist primarily of website development costs paid to third party. These capitalized costs will be amortized based on their estimated useful life over three years upon the website becoming operational. Internal costs related to the development of website content will be charged to operations as incurred.

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.

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.

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.

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.

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 for the three months ended June 30, 2010 (3 months ended June 30, 2009: $538).

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. However, the Company stopped the consulting services because of adverse market condition.

Foreign Currency Translation

The Company ' s functional and reporting currency is the United States dollar. The accounts of the Company's Hong Kong China and European subsidiaries are maintained, in the Hong Kong dollars (HKD), Chinese Renminbi, and European Euro (EUR) respectively. 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 June 30, 2010, the comprehensive income was $518,885 (September 30, 2009: Nil).

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.

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.

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.

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.

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 30, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact this update will have on our financial statements.

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^TM, 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.

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 former 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.

On September 1, 2009 the Company entered into a Participation Agreement to acquire a 100% interests in Commodore Licensing B.V. and a 49% interests in C= Holdings B.V. for cash consideration and the issuance of 11,020,000 shares in the Company, of which 3,673,333 shares has been issued to a personal holding of Mr. Ben van Wijhe, the current President. On June 30, 2010, the Company closed an Addendum to the Participation Agreement (the "APA") to issue an additional 4,500,000 shares in respect of the Participation Agreement. For further details of this transaction, refer to Note 7.

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 representative of Commodore Licensing B.V.

June 30, 2010

September 30, 2009

US$

US$

597,093

-

350,000

-

403,927

-

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

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

1,351,020

-

=============

==============

i) The amount due to Reunite Investments inc. is secured against certain pledges of the Company's subsidiaries as set out in Note 11.

ii) On January 6, 2010 the Company entered into a compensation agreement with a former representative of Commodore Licensing B.V., namely Vision Marketing Inc., 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. As at the date of this report, the Company has not paid any amounts due.

iii) The amount due to Mr. van Os, a director of our European operation is on demand.

As of June 30, 2010 and September 30, 2009, the amount due to directors was $507,379 and $24,922, respectively. The amount due to directors are unsecured, non-interest bearing and payable on demand, except for $31,000 which is payable on December 31, 2010.

a

Mr. Te Hwai Ho, Director and former President of the Company received $6,000 for his services as consultant to the Company for the nine months ended June 30, 2010 and 2009; and

b

the Group sold $600 of ultra mobile personal computers to Commodore Europe B.V.

In January 2010, 3,673,333 shares were issued to Mr. Ben van Wijhe whom transferred these shares to Mitex Group Limited, a company partially owned by Mr. Ben van Wijhe, Director and President of the Company under the Participation Agreement. For further details of this transaction, refer to Note 7.

As announced in the Form 8-K, on September 1, 2009 the Company entered into a conditional Participation Agreement to acquire inter alia i) all the remaining shares, representing 50%, in the share capital of Commodore Asia Holdings Limited from Commodore Licensing B.V.; ii) to acquire the 49% interests in the share capital of C= Holdings B.V. held by Reunite Investments Inc.; and iii) to acquire all the issued share capital of Commodore Licensing B.V. held by its board of directors and Reunite Investments Inc.; against the issuance of 11,020,000 shares in the share capital of the Company and payment of an amount of up to EUR 2,500,000 during the course of business of 2 years commencing on the closing of the respective transactions. 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 EUR 2,000,000 and the issuance of 15,520,000 shares of the Company's common stock valued at $0.01 per share.

The number of shares held by the Company's original shareholders (i.e. shareholders of Asiarim before the issuance of 15,520,000 issues) after the acquisition is 14,693,333, which accounts for approximately 54.72% of the total number of shares issued and outstanding, i.e. 26,850,000. Having considered the fact that the Company has a controlling financial interest in this acquisition, the Company is regarded as acquirer and the acquisition of the Commodore Licensing B.V. by Asiarim is not a reverse takeover.

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

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

US$

416,112

(19,454)

(418,740)

(29,852)

(370,983)

(300,220)

(354,250)

(185,170)

1,440,000

(42,799)

1,460,556

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

1,595,200

============

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

US$

(45,360)

1,197,360

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

1,152,000

==========

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 15,520,000 shares of the Company for the acquisition of Commodore Licensing B.V., C= Holdings B.V. and the remaining interests in Commodore Asia Holdings Limited.

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.

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.

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.

ASIARIM CORPORATION

UNAUDITED PRO-FORMA CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2009

US$

5,455

486,746

2,644,474

3,136,675

380,328

862,677

195,602

12,602

1,138,740

395,905

2,985,318

31,000

26,540

148,860

(55,043)

120,357

3,136,675

ASIARIM CORPORATION

UNAUDITED PRO-FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED SEPTEMBER 30, 2009

US$

437,203

200,603

236,600

1,140,291

(903,691)

8,761

(912,407)

0

(912,407)

22,040,000

(0.04)

No provision was made for income tax for the period from June 15, 2007 (Inception) to June 30, 2010 as the Company and its subsidiary had operating losses. For the period from June 15, 2007 (Inception) to June 30, 2010, the Company and its subsidiary incurred net operating losses for tax purposes of approximately $433,698 and $495,504, respectively. Total net operating losses carried forward at June 30, 2010, (i) for Federal and State purposes were $433,698 and $433,698, respectively and (ii) for its entities outside of the United States were $495,504 for the period ended June 30, 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 June 30, 2010 was approximately $182,839 of which $65,055 was for US federal income tax and $11,826 was for Hong Kong income tax and $105,958 was for Europe 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:

June 30, 2010

$

15%

(15%)

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

-

=============

16.5%

(16.5%)

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

-

=============

25%

(25%)

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

-

=============

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.

Consulting Service

Computer Trading

Brand Operation

Consolidated

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

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

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

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

2010

2009

2010

2009

2010

2009

2010

2009

--------

--------

--------

-------

--------

-------

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

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

US$

US$

US$

US$

US$

US$

US$

US$

0

0

269

34,389

0

0

269

34,389

--------

--------

--------

-------

--------

-------

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

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

0

0

9

1,427

0

0

9

1,427

--------

--------

--------

-------

--------

-------

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

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

0

0

(120,880)

(24,706)

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

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

(120,871)

(23,279)

(27,784)

0

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

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

(148,655)

(23,279)

=========

=========

Jun 30, 2010

Jun 30, 2009

US$

US$

5,000

19,592

1,930,319

53,497

1,197,360

0

3,132,679

73,089

3,199

8,898

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

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

3,135,878

81,987

=========

=========

0

4,797

2,290,644

82,384

368,130

0

2,658,774

87,181

711,711

13,440

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

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

3,370,485

100,621

=========

=========

June 30, 2010

September 30, 2009

US$

US$

(29,852)

-

416,112

-

(418,740)

-

(370,983)

-

(345,580)

-

(354,250)

-

(185,170)

-

(42,799)

-

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

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

(1,331,262)

-

2,657,916

-

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

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

1,326,654

-

============

============

155,200

-

19,454

-

1,152,000

-

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

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

1,326,654

-

============

============

The analysis of net inflow of cash and cash equivalents in respect of the purchase of additional interests in subsidiaries is as follows:

June 30, 2010

September 30, 2009

US$

US$

-

-

(19,454)

-

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

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

(19,454)

-

============

============