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EX-32 - EXHIBIT 32.1 - ASIARIM CORPex321a3-093010ar.htm
EX-31 - EXHIBIT 31.2 - ASIARIM CORPex312a3-093010ar.htm
EX-32 - EXHIBIT 32.2 - ASIARIM CORPex322a3-093010ar.htm
EX-31 - EXHIBIT 31.1 - ASIARIM CORPex311a3-093010ar.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
Amendment No.3

[ X ]

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

For the fiscal year ended September 30, 2010

OR

[   ]

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

For the transition period from [ ] to [ ]

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Commission File Number: [ ]

ASIARIM CORPORATION
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(Exact name of registrant as specified in its charter)

Nevada

83-0500896

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)


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

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(Address of Company's principal executive offices)

(Zip Code)

+1 (360) 717 3641
--------------------------
(Company's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Act:

Title of each class registered:

Name of each exchange on which registered:

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

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

None

None

Securities registered under Section 12(g) of the Act:

Common Stock, Par Value $0.001 per share
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(Title of Class)


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.
[   ] Yes [ x ] No


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
[   ] Yes [ x ] No


Indicate by check mark 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 preceding 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.
[ x ] Yes [   ] No


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]


Indicate by check mark 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 "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):


[   ] Large accelerated filer


[   ] Accelerated filer


[   ] Non-accelerated filer (Do not check if a smaller reporting company)


[ x ] Smaller reporting company


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
[   ]Yes [ x ] No


State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.

On December 15, 2010, the number of shares held by non-affiliates of the registrant was 6,061,800 shares of common stock. There is no calculation on the aggregate market value of the voting stock held by non-affiliates at the moment, as the Company's shares have not yet traded on the Over-the-Counter Bulletin Board.


Indicate the number of shares outstanding of each of the registrant' s classes of common stock, as of the latest practicable date. 29,535,000 as of December 31, 2010.

DOCUMENTS INCORPORATED BY REFERENCE

Exhibits incorporated by reference are referred under Part IV.


DEFINITIONS AND CONVENTIONS

References to "China" or "PRC" refer to the Peoples' Republic of China.
References to "Common Stock" means the common stock, $0.001 par value, of Asiarim Corporation.
References to the "Commission" or "SEC" means the U.S. Securities and Exchange Commission.
References to "Ascenda" means Ascenda Corporation, a company incorporated in the Samoa.
References to "Commodore Asia JV." means Commodore Asia Limited, a company incorporated in Hong Kong.
References to "Commodore Electronics" means Commodore Asia Electronics Limited (fka Commodore Asia Holdings Limited), a company incorporated in Hong Kong.
References to "Commodore Europe" means Commodore Europe B.V. (fka CIC Europe B.V.), a company incorporated in the Netherlands.
References to "Commodore Licensing" means Commodore Licensing B.V. (fka CIC Europe Holding B.V.), a company incorporated in the Netherlands.
References to "C= Holdings" means C= Holdings B.V. (fka Commodore International B.V.), a company incorporated in the Netherlands.
References to "Reunite" means Reunite Investments Inc. (fka Commodore International Corporation), a company incorporated in Colorado, USA.
References to "Company", "Asiarim", "we", "our", "Group"means Asiarim Corporation and include, unless the context requires or indicate otherwise, the operation of its subsidiaries (all hereinafter defined).
References to "33 Act" or "Securities Act" means the Securities Act of 1933, as amended.
References to "34 Act" or "Exchange Act" means the Securities Exchange Act of 1934, as amended.

EXPLANATORY NOTE


This Amendment No. 3 to Asiarim Corporation's (the "Company", "Asiarim") annual report on Form 10-K for the year ended September 30, 2010 is being made principally in respond to the comments letter, dated June 1, 2011, issued by SEC.


This Form 10-K/A No. 3 made the amendment 3 to clarify the disclosures of intangible assets on the balance sheet on page F-3, Note to Consolidated Financial Statements, Note 3, page F-9 Intangible Assets and Long-lived Assets and Note 8 page F-19. No other information included in the Form 10K, Form 10K/A No.1 and Form 10K/A No.2 is amended hereby.


For convenience and ease of reference, the Company is filing the annual report in its entirety with applicable changes. Unless otherwise stated, all information contained in this amendment is as of January 11, 2011, March 17, 2011 and May 20, 2011, the filing date of the original Annual Report Form 10-K and the following amendments respectively. Except as stated herein, this Form 10-K/A No. 3 does not reflect events or transactions occurring after such filing date or modify or update those disclosure in the Annual Report that may have affected by events or transactions occurring subsequent to such filing date. No information in the Annual Report other than as set forth above is amended hereby.


FORWARD-LOOKING STATEMENTS


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

*

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

*

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

*

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

*

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

*

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

*

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

*

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

*

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

*

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

*

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

*

The Company's inability to protect its intellectual property;

*

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

*

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

*

Changes in accounting policies, rules and practices;

*

The effects of competition; and

*

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


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


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


TABLE OF CONTENTS

PART I

ITEM 1.

Business

1

ITEM1A.

Risk Factors

9

ITEM1B.

Unresolved Staff Comments

23

ITEM2.

Properties

23

ITEM3.

Legal Proceedings

23

ITEM4.

Removed & Reserved

23

PART II

ITEM5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

21

ITEM 6.

Selected Financial Data

22

ITEM 7.

Management's Discussion and Analysis of Financial Condition and Results of Operation

22

ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk

25

ITEM 8.

Financial Statements and Supplementary Data

25

ITEM 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

25

ITEM 9A

Controls and Procedures

26

ITEM 9B.

Other Information

26

PART III

ITEM 10

Directors, Executive Officers and Corporate Governance

27

ITEM 11

Executive Compensation

28

ITEM 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

31

ITEM 13

Certain Relationships and Related Transactions, and Director Independence

32

ITEM 14

Principal Accounting Fees and Services

32

PART IV

ITEM 15

Exhibits, Financial Statement Schedules

33

SIGNATURES

34


PART I

ITEM 1. BUSINESS

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

Business Overview

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

Commodore - Brand and Worldwide Distribution

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

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

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

1


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

The above acquisitions to i) own the world wide marketing and distribution of the Commodore brand and ii) the 100% ownership of the brand will enable the Group to fully exploit the potential of the Commodore brand in the consumer electronics industry and offers a platform for the Group for future growth. However, the above acquisitions were acquired by extended credit arrangement and financing from stakeholders of the Company, the Group has pledged the acquired shares to the third parties as security. The secured positions of these are summarized in Note 12 to the financial statements as set out in this Form 10K.

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

Design and Sourcing Partner

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

History

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

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

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

Business Segment and Development

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

2


PRODUCTS - Consumer Electronics

For the year ended September 2010, our sales in the Products business segment was limited to $9,881 which was mainly sample sales. We are disappointed by the limited sales results as the Group faced many challenges due to limited financial and human resources. We received huge interests from larger retailers in USA and UK but we could not close these orders due to various reasons. However it showed that we still hold interests to these retailers as they also believed that there are strong consumer interests in Commodore products in these markets. This was evident again at the 2011 Consumer Electronics Show in Las Vegas where our products got overwhelming interests from retailers and distributors. Based on the indications from the channels the sales office in the USA forecast the first shipments of our bundled products and (gaming) applications to its customers in March/April 2011.

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

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

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

*

Tablets ;

*

Netbooks;

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Notebook;

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Desktops; and

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Smartphones.

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

*

recognition of the COMMODORE brand; and

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our sourcing expertise and vendor relations through our partner Ascenda.

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

Marketing and Sales

We will market and distribute our products primarily through:

*

mass merchandisers;

*

discount retailers;

*

electronics retailers; and

*

distributors and specialty catalogers.

3


Design and Manufacturing

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

Warranties

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

GAMING & MEDIA CONTENTS
Gaming

During the year, the Group formulated a gaming strategy to capitalize on the heritage of Commodore games. Commodore has over 5,000 games in its library accumulated over the years. Commodore was the first pioneer in computer gaming creating a great fan base of gamers still playing our games in various countries worldwide.

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

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

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

We plan to implement the following in the coming year:

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

4


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

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.

Growth Strategy

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

Seasonality

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

5


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.

6


ITEM 1A. RISK FACTORS

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

We may not be able to raise sufficient capital or generate adequate revenue to meet our obligations and fund our operating expenses.

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 may never be able to effectuate our business plan or achieve any revenues or profitability; at this stage of our business, even with our good faith efforts, potential investors have a high probability of losing their 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.

If our business strategy is not successful, we may not be able to continue operations as a going concern and our stockholders may lose their entire investment in us.

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 heavily dependent on contracted third parties and on our directors and officers. The loss of our directors and officers, or the inability to contract qualified third parties, whose knowledge, leadership and technical expertise upon which we rely, would harm our ability to execute our business plan.

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.

7


Because we do not have an audit or compensation committee, shareholders will have to rely on our directors, who are not independent, to perform these functions.

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.

Our common shares are subject to the "Penny Stock" Rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our 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:

*

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

*

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.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

*

obtain financial information and investment experience objective of the person;

*

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;

*

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;

*

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

*

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.

8


Business Related Risks

We may not be able to compete with current and potential consumer electronic companies, some of whom have greater resources and experience than we do.

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 to sell 100% of Commodore Licensing which holds the license to operate the Commodore brand name unless we can repay the debts under the pledge.

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.

9


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.

In the future, all 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 recently 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 going forward for the products we will and intend to purchase from them in the future. 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 in the future, 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 in the future.

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:

*

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

*

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

*

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

*

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.

10


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.

11


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.

12


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:

*

Chinese labor laws;

*

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

*

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;

*

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;

*

the rise of inflation and substantial economic growth in China;

*

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;

*

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

*

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

*

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

*

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.

13


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.

14


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:

*

seasonal variations in operating results;

*

Variations in manufacturing and supplier relationships;

*

the discretionary nature of consumers' demands and spending patterns;

*

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

*

new product developments or introductions;

*

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;

*

Changes in market and economic conditions;

*

product reviews and other media coverage;

*

competition, including competitive price pressures; and

*

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.

15


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:

*

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

*

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

*

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:

*

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

*

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

*

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

*

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

*

the need to expand management, administration and operational systems.

If we make such acquisitions, we cannot predict whether:

*

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

*

we will realize any anticipated benefits of completed acquisitions; or

*

if there will be substantial unanticipated costs associated with acquisitions.

In addition, future acquisitions by us may result in:

*

potentially dilutive issuances of our equity securities;

*

the incurrence of additional debt; and

*

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.

16


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:

*

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;

*

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

*

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

*

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:

*

Market conditions in the industries in which we operate;

*

competition;

*

sales or the possibility of sales of our common stock;

*

our results of operations and financial condition; and

*

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.

17


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.

18


Fluctuation in the value of RMB may have a material adverse effect on your investment.

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.

We face risks related to health epidemics and other outbreaks.

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.

19


ITEM 1B. UNRESOLVED STAFF COMMENTS

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.

ITEM 2. PROPERTIES
The Group operated at the following properties:

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.

ITEM 3. LEGAL PROCEEDINGS
There are no legal actions pending against us nor are any legal actions contemplated by us at this time.
ITEM 4. REMOVED & RESERVED

20


PART II

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

MARKET INFORMATION

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.

Quarter High Low
----------------------------------------- ----------------------- ----------------------
Fourth Quarter - Sep 2010 $1.25 $1.25
Third Quarter - Jun 2010 $1.25 $1.25
Second Quarter - Mar 2010 $1.25 $1.25
First Quarter - Dec 2009 n/a n/a

Fourth Quarter - Sep 2009
n/a n/a
Third Quarter - Jun 2009 n/a n/a
Second Quarter - Mar 2009 n/a n/a
First Quarter - Dec 2008 n/a n/a

ISSUER'S REPURCHASE OF EQUITY SECURITIES
None.
HOLDERS
On December 31, 2010, the Company had approximately 69 holders of record of our common stock.
DIVIDENDS

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.

STOCK OPTIONS.
At the date of this report, there are no stock options outstanding.

21


ITEM 6. SELECTED FINANCIAL DATA

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

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATIONS

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."

Results of Operations
FOR THE YEARS ENDED SEPTEMBER 30, 2010 AND 2009
REVENUES

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.

22


OPERATING EXPENSES

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).


Breakdown of the administrative costs


2009/10


2008/09

US$

US$

Salary and benefits:
  HK, and China Office

73,112

21,838

  Corporate Office

246,375

-

  Europe Office

236,142

-

Consultancy Fee

27,060

10,597

Office related costs:
  HK and China Office

26,252

12,413

  Europe Office

82,518

Travel and Entertainment:
  HK Office

8,626

24,338

  Europe Office

47,854

-

  Corporate Office

34,933

-

Legal and Corporate Costs

9,859

-

Compensation Fee

350,250

-

Miscellaneous costs:
  HK and China Office

26,116

12,591

  Europe Office

8,484

-

     
TOTAL ADMINISTRATION COSTS

1,177,581

81,777

Our loss for the year was mainly attributable to the following:

1)

Costs of maintaining an administrative office in Europe. The Europe office costs was assumed upon the acquisition of the Commodore European operation. This increased the salary expenses substantially when compared to the prior year.

2)

The office costs increased due to the administration office in the Netherlands. This lease will expire in February 2011.

3)

Compensation fee for termination of a distribution contract related to the Europe operation.

23


Capital Resources and Liquidity

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.

Going Concern Consideration

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.

Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.

24


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
A smaller reporting company is not required to provide the information required by this Item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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).

25


ITEM 9A. CONTROLS AND PROCEDURES

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's annual report on internal control over financial reporting

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.

ITEM 9B. OTHER INFORMATION
None.

26


PART III

Directors and Executive Officers

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

President and Director

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

49

Treasurer, Secretary and Director

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

64

Executive Director


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.

27



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.

Auditors; Code of Ethics; Financial Expert

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.

Limitation of Liability and Indemnification

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) Beneficial Ownership Reporting Compliance.

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.

28


ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation

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.

SUMMARY COMPENSATION TABLE

Non-qualified

Non-Equity

Deferred

Year

Stock

Option

Incentive Plan

Compensation

All Other

Name and

Ended

Salary

Bonus

Awards

Awards

Compensation

Earnings

Compensation

Total

Principal Position

Sept 30

($)

($)

($)

($)

($)

($)

($)

($)

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

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

--------

--------

--------

-------

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

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

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

--------

Te Hwai HO (1)

2008

12,000

-

-

-

-

-

-

12,000

2009

12,000

-

-

-

-

-

-

12,000

2010

6,000

-

-

-

-

-

-

6,000

Sheung Fung LAU (2)

2008

N/A

-

-

-

-

-

-

-

2009

-

-

-

-

-

-

-

-

2010

-

-

-

-

-

-

-

-

Ben Van WIJHE (3)

2008

N/A

-

-

-

-

-

-

-

2009

-

-

-

-

-

-

-

-

2010

246,375

-

-

-

-

-

-

246,375

Donald Su Yo Ruan (4)

2010

1,194

-

-

-

-

-

-

1,194


(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.

29


Outstanding Equity Awards
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of September 30, 2010.


OUTSTANDING EQUITY AWARDS AT SEPTEMBER 30, 2010

OPTION AWARDS

STOCK AWARDS

Name

Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)

Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)

Option
Exercise
Price
($)

Option
Expiration
Date

Number
of
Shares
or Units
of
Stock
That
Have
Not
Vested (#)

Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)

Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)


Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)

Te Hwai HO

-

-

-

-

-

-

-

-

-

Sheung Fung LAU (1)

-

-

-

-

-

-

-

-

-

Ben Van WIJHE

-

-

-

-

-

-

-

-

-

Donald RUAN (2)

-

-

-

-

-

-

-

-

-


(1)


Mr. LAU resigned as Director on November 1, 2010.

(2)

Mr. RUAN was appointed as Director on September 30, 2010.
Compensation of Directors
The table below summarizes all compensation of our directors as of September 30, 2010.


DIRECTOR COMPENSATION

Name

Fees Earned or
Paid in
Cash
($)

Stock Awards
($)

Option Awards($)

Non-Equity
Incentive
Plan
Compensation ($)

Non-Qualified
Deferred
Compensation
Earnings
($)

All
Other
Compensation ($)

Total
($)

----------

-----------

----------

-------

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

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

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

--------

Te Hwai HO

12,000

-

-

-

-

-

12,000

Sheung Fung LAU (1)

-

-

-

-

-

-

-

Ben Van WIJHE

-

-

-

-

-

-

-

Donald RUAN (2)

-

-

-

-

-

-

-


(1)


Mr. LAU resigned as Director on November 1, 2010.

(2)

Mr. RUAN was appointed as Director on September 30, 2010.

Stock Option Plans
We did not have a stock option plan in effect as of December 31, 2010.

30


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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.

Name and Address of Beneficial Owner

Title of Class

Amount and Nature of Beneficial Ownership Percent of Class

Mr. Ben Van WIJHE
The Netherlands (iii)

Common

5,146,682

17.43%

Mr. Te Hwai HO
Hong Kong, China {ii)

Common

2,966,911

10.05%

Mr. Donald Su Yo Ruan
Shanghai, China (v)

Common

2,685,000

9.09%

Mr. Sheung Fung LAU
Hong Kong, China (ii)

Common

Nil

N/A

Directors and Officers
as a Group (3 person)

Common

10,798,593

36.6%

Mr. Eugene van Os
The Netherlands (iv)

Common

2,015,000

6.82%

Ascenda Corporation
Shanghai, China (v)

Common

2,685,000

9.09%

New Tone & Partners Ltd.
Malaysia

Common

1,500,000

5.08%

Reunite Investments Inc.
CA, USA (vi)

Common

5,173,334

17.52%

Mr. Sau Shan KU
Hong Kong, China (ii)

Common

1,977,940

6.70%

Hayden Group Limited
British Virgin Islands (vii)

Common

2,008,333

6.80%

Oshold Nederland B.V.
The Netherlands (iv)

Common

2,015,000

6.82%

Mitex Group Limited
British Virgin Islands (i)

Common

10,091,533

34.17%

(i) Mitex Group Limited ("Mitex") is a company incorporated in British Virgin Islands having its correspondence address at 1601, 16 Floor, Jie Yang Building, 271 Lockhart Road, Wanchai, Hong Kong. Messrs. Ben Van Wijhe, Te Hwai HO and Sau Shan KU own 51%, 29%, and 20% respectively, in Mitex.

(ii) Messrs. Te Hwai Ho, Sheung Fung Lau and Sau Shan Ku's address is 1601, 16 Floor, Jie Yang Building, 271 Lockhart Road, Wanchai, Hong Kong.

(iii) Mr. Ben Van Wijhe's address is at Wittendijk 13, 7216PL, Kring Van Dorth, The Netherlands.

(iv) Mr. Eugene van Os holds 100% equity interests Oshold Nederland B.V. The address for Mr. Van Os and Oshold are at Haerstraat 125, NL-7573 PA, Oldenzaal, The Netherlands.

(v) Mr. Donald Su Yo Ruan holds 100% equity interests in Ascenda Corporation. The address for Mr.Ruan and Ascenda are at Room 1703, 17th Floor, Grand Ocean Tower, 1200 Pudong Boulevard, Pudong, Shanghai, China 200135.

(vi) Reunite Investments Inc.'s address is at #24338 El Toro Road, Suite E, PMB 241, Laguna Woods, CA 92637 USA.

(vii) Hayden Group Limited's address is at CCS Management Limited, 263 Main Street, P.O. Box 2196, Road Town Tortola, British Virgin Islands.

31


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.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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.

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

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

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees

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.

Audit Related Fees

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.

Tax Fees

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.

All Other Fees

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.

32


PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Index to Financial Statements and Financial Statement Schedules

*

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


(c) Exhibits


2.1

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

2.2

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

2.3

Participation Agreement dated July 1, 2010 (4)

2.4

Shareholders' Agreement dated July 1, 2010 (4)

2.5

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

2.6

Compensation agreement with SPbyDesign (7)

2.7

Loan agreement for Euro330,000 (7)

2.8

Pledge agreement for the rights to Benelux (7)

3.1

Articles of Incorporation (1)

3.2

Bylaw (1)

10.1

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

14.1

Code of Ethics (2)

21.1*

Subsidiaries of small business issuer (8)

31.1*

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

31.2*

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

32.1*

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

32.2*

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


(1)


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

(2)

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

(3)

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

(4)

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

(5)

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

(6)

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

(7)

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

(8)

Incorporated by reference from Registrant's Annual Report on Form 10K filed on January 24, 2011.


*


Filed herewith.

33


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.


Asiarim Corporation
a Nevada corporation

Date: July 13, 2011

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

Date: July 13, 2011

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

34


The financial statements required by Item 8 are presented in the following order:


Asiarim Corporation


Financial Statements

For the Year Ended September 30, 2010


Table of Contents


Page

Independent Auditor's Report

F1 - F2

Consolidated Balance Sheets as of September 30, 2010 and 2009

F3

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

F4

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

F5

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

F6

Notes to Consolidated Financial Statements

F7 - F27


ALBERT WONG & CO.
CERTIFIED PUBLIC ACCOUNTANTS
Room 701A, Nan Dao Commercial Building
359-361 Queen's Road Central
Hong Kong
Tel : 2851 7954
Fax: 2545 4086

ALBERT WONG
B.Soc., Sc., ACA., LL.B.,
CPA(Practising)

To the Stockholders and Board of Directors
Asiarim Corporation

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.

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

Hong Kong

Albert Wong & Co.

January 11, 2010

Certified Public Accountants

F-1


ALBERT WONG & CO., LLP
CERTIFIED PUBLIC ACCOUNTANTS
139 Fulton Street,
8 Floor Suite 818B
NY, New York 10038-2532
Tel : (212) 226-9088
Fax: (212) 427-2193

ALBERT WONG
B.Soc., Sc., ACA., LL.B.,
CPA(Practising)


To the Stockholders and Board of Directors
Asiarim Corporation


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.

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

New York, NY

Albert Wong & Co., LLP

January 24, 2011

Certified Public Accountants

F-2


ASIARIM CORPORATION
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2010 AND 2009
(Stated in US Dollars)


Note

2010

2009

ASSETS
Current assets:
Cash and cash equivalents

142,617

7,388

Accounts receivables

37,525

40,779

Due from a related party

7

-

29,855

Inventory - resalable goods

-

5,455

Total Current Assets

180,142

83,477


Long term assets:
Intangible assets - Brand

8

2,658,254

-

Intangible assets - Business Network

8

2,148,000

-

4,806,254

-

Total assets

4,986,396

83,477


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable

359,216

50,256

Other payable

5

1,071,474

31,067

Accrued expenses

275,288

10,432

Amount due to shareholders

6

1,403,547

-

Amount due to former subsidiary

3,715

-

Amount due to directors

7

611,289

24,922

Total current liabilities

3,724,529

116,677


Non-current liabilities:
Amount due to a director

7

-

31,000

Total liabilities

3,724,529

147,677


Stockholders' equity:

Common stock, $0.001 par value, 75,000,000 shares authorized, 29,535,000 (2009: 11,020,000) shares issued and outstanding

4

29,535

11,020

Additional paid up capital

4

2,294,175

9,180

Comprehensive income

91,744

-

Accumulated deficits

(1,148,302)

(55,043)

Non-controlling interests

(5,285)

(29,357)

Total stockholders' equity / (deficit)

1,261,867

(64,200)


Total liabilities and stockholders' equity


4,986,396


83,477

See accompanying notes to financial statements.

F-3


ASIARIM CORPORATION

CONSOLIDATED STATEMENTS OF OPERATION
FOR THE YEARS ENDED SEPTEMBER 30, 2010 AND 2009
(Stated in US Dollars)


Note

2010

2009

Net Revenues

10

9,881

72,203

Cost of Revenues

8,951

65,787

Gross Profits

930

6,416

Other General and Administrative Expenses

1,177,581

81,777

Loss from Operations

(1,176,651)

(75,361)

Other (Income) / Expenses:
Gain on deemed disposal of subsidiary

(113,247)

-

Interests Income

(2,929)

-

Interests Expenses

51,517

86

Net Loss before Minority Interests

(1,111,992)

(75,447)

Non-Controlling Interest - Minority Interests

18,733

29,357

Net Loss

(1,093,259)

(46,090)

Weighted Average Basic and Diluted Shares

18,329,616

11,020,000

Loss Per Share Basic and Diluted

(0.00)

(0.00)

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

See accompanying notes to financial statements.

F-4


ASIARIM CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JUNE 15, 2007 (INCEPTION) TO SEPTEMBER 30, 2010
(Stated in US Dollars)

Common stock
Shares

Common stock Amount

Additional paid-in capital

Accumulated Deficits

Compre-
hensive income

Non-controlling interests


Total stockholder'
equity/ (deficit)

US$

US$

US$

US$

US$

US$

Balance at June 15, 2007

-

-

-

-

-

-

-

Issuance of funder shares for cash at $0.001 per share June 20, 2007

10,000,000

10,000

-

-

-

-

10,000

Sale of shares for cash at $0.01 per share July 15, 2007

1,000,000

1,000

9,000

-

-

-

10,000

Net loss

-

-

-

(16,317)

-

-

(16,317)

At September 30, 2007

11,000,000

11,000

9,000

(16,317)

-

-

3,683

Issuance of shares for services at $0.01 per share

20,000

-

200

-

-

-

200

Net profit

-

-

-

7,364

-

-

7,364

At September 30, 2008

11,020,000

11,000

9,200

(8,953)

-

-

11,247

Reclassification

-

20

(20)

-

-

-

-

Net loss

-

-

-

(46,090)

-

-

(46,090)

Non-controlling interest

-

-

-

-

-

(29,357)

(29,357)

At September 30 2009

11,020,000

11,020

9,180

(55,043)

-

(29,357)

(64,200)

Issuance of shares for services at $0.001 per share

310,000

310

-

-

-

-

310

Issuance of shares for acquired subsidiary

15,520,000

15,520

139,680

-

-

-

155,200

Issuance of shares for acquired subsidiary

2,685,000

2,685

2,145,315

-

-

-

2,148,000

Comprehensive income

-

-

-

-

91,744

-

91,744

Net loss

-

-

-

(1,093,259)

-

-

(1,093,259)

Non-controlling interest

-

-

-

-

-

(18,733)

(18,733)

Acquisition of Commodore Asia & elimination

-

-

-

-

-

42,805

42,805

At September 30, 2010

29,535,000

29,535

2,294,175

(1,148,302)

91,744

(5,285)

1,261,867

See accompanying notes to financial statements.

F-5


ASIARIM CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 2010 AND 2009
(Stated in US Dollars)


Notes

2010

2009

Cash Flows from Operating Activities:
Net Loss

(1,093,259)

(46,090)

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Common Stock Issuance for Services

310

-

Non-controlling interest - Minority interest

(18,733)

(29,357)

Gain on deemed disposal of subsidiary

(113,247)

-

Changes in Assets and Liabilities:
Decrease / (Increase) in Accounts Receivable

395,539

(23,187)

Increase in Due from a Related Party

(30,567)

(29,855)

Increase in Inventory - resalable goods

(610)

(5,455)

Decrease in Prepaid Expenses

-

4,597

Increase in Accrued Expenses

129,948

7,932

Increase in Other Payable

262,101

26,067

Increase in Due to Directors

314,645

20,328

Increase in Due to Related Parties

306,273

-

Increase in Due to Former Subsidiary

3,715

-

(Decrease) / Increase in Accounts Payable

(57,118)

50,256

(Decrease) / Increase in Non-Current Liabilities

(31,000)

31,000

Net Cash Used in Operating Activities

67,997

6,236

Cash Flows from Investing Activities:
Cash outflow from acquisition of subsidiaries 11(a)

(19,454)

-

Cash outflow from deemed disposal of subsidiary 11(b)

(5,058)

-

(24,512)

-

Cash Flows from Financing Activities:

-

-

Net Increase / (Decrease) in Cash

43,485

6,236

Effect of exchange rate changes on cash and cash equivalents

91,744

-

Cash - Beginning of Year

7,388

1,152

Cash - End of Year

142,617

7,388

Supplemental Disclosures of Cash Flow
Interest Paid

51,517

86

Income Taxes Paid

-

-

See accompanying notes to financial statements.

F-6


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION

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

2. UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN

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

Since June 15, 2007 (inception) to September 30, 2010, the Company has generated revenue of $121,344 and has incurred an accumulated deficit $1,148,302. As of September 30, 2010, its current liabilities exceed its current assets by $3,544,387, which may not be sufficient to pay for the operating expenses in the next 12 months. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors noted above raise substantial doubts regarding the Company' s ability to continue as a going concern.

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

The accompanying 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. The financial statements for the year ended September 30, 2010 included in the Company Form 10-K filed with the Securities and Exchange Commission are expressed in U.S. dollars. 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 year presented have been included.

F-7


Principles of Consolidation

The consolidated financial statements for year ended September 30, 2010 include the financial statements of the Company, its 100% subsidiary Commodore Asia Electronics Limited (formerly known as Commodore Asia Holdings Limited) ("Commodore Electronics"), C= Holdings B.V. (formerly known as Commodore International B.V.) ("C= Holdings), Commodore Licensing B.V. (formerly known as Commodore Holding B.V.) ("Commodore Licensing") and Commodore Europe B.V. (formerly known as CIC Europe B.V,), and its 51% interests in Commodore Asia Limited ("Commodore Asia JV").

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

The Company's subsidiaries and affiliated companies and their principal activities as of September 30, 2010 are summarized as follows:

Company Name

Place of Incorporation of Organization

Attributable Equity Interest

Principal Activities
Commodore Asia Electronics Limited ("Commodore Electronic")
(formerly known as Commodore Asia Holdings Limited)

Hong Kong

100%

Management and Investment Holding
C=Holdings B.V. ("C= Holdings")
(formerly known as Commodore International B.V.)

Netherlands

100%

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

Netherlands

100%

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

Netherlands

100%

Inactive
Commodore Asia Limited ("Commodore Asia JV")

Hong Kong

51%

Product Design, Sourcing & distribution

F-8


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with Accounting Standards Codification ASC 260 "Earnings Per Share" formerly SFAS No. 128. "Earnings per Share" . ASC 260 requires presentation of both basic and diluted earnings per Share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

Fair Value Measurements and Disclosures

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

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

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

Intangible Assets

Intangible assets that are acquired by the Group are stated in the balance sheet at cost less accumulated amortization (where the estimated useful life is finite) and impairment losses. The useful lives of other intangible assets are assessed to be either finite or indefinite.

(a) Finite Lives Assets

Intangible assets with finite lives are amortized over the useful economic lives and assessed for impairment whenever there is an indication that the intangible assets may be impaired. The amortization period and method for an intangible asset with a finite useful life are reviewed annually. The amortization of the intangible assets with finite lives is recorded in other operating expenses. At the balance sheet date, the Company's Intangible asset is the souring and distribution network arising from the joint venture with Ascenda which is amortized on a straight-line basis over the estimated useful lives of 5 years period.

(b) Other Indefinite Long-Lived Assets

The Company's indefinite long-lived asset consists of an intangible asset with an indefinite useful life of which is the brand trademark. As at September 30, 2010, the Company had approximately $2,658,254 of trademark, accounted for approximately 53% of the Company's total assets. According to ASC 350-30-35-18, the subsequent measurement of an intangible asset with an indefinite useful life which is not subject to amortization shall be tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The assets shall be combined in a single unit in test for impairment until its useful life is determined to be no longer indefinite. The Company reviews its indefinite useful life intangible assets for impairment annually to determine whether events and circumstances continue to support the indefinite useful life and the fair value with its carrying amount. If and when an intangible asset is determined to no longer have an indefinite useful life, the asset shall then be amortized prospectively over its estimated remaining useful life and accounted for in the same manner as other intangible assets that are subject to amortization. The impairment test consists of a comparison of the fair value of the intangible assets with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess.

F-9


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

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

Revenue Recognition

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

Stock-based Compensation

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

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

Issuance of Shares for Service
The Company accounts for the issuance of equity instruments to acquire goods and services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably measurable.
Employees' Benefits and Pension Obligations

Mandatory contributions of five percent of gross salary payments, subject to certain minimum and maximum levels, are made to defined contribution Mandatory Provident Fund schemes ("MPF schemes") pursuant to the laws of Hong Kong. These contributions are charged to expense in the same period as the related salary cost. Total contributions made by the Hong Kong subsidiary company to the MPF schemes were $1,076 and $2,195 for the year September 30, 2010 and 2009, respectively.

F-10


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

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

Foreign Currency Translation

The Company's functional and reporting currency is the United States dollar. The accounts of the Company's Netherlands, Hong Kong and China subsidiaries are maintained, in Euro, Hong Kong dollars (HKD) and Chinese Renminbi, 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 September 30, 2010, the comprehensive income was $91,744 (September 30, 2009: Nil).

Recent Pronouncements
Recently Implemented Standards

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

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

F-11


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

F-12


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

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

effective as of the beginning of fiscal years that began after November 15, 2007. The Company does not have eligible financial assets and liabilities, and, accordingly, the implementation of ASC 825 did not have an effect on the Company's results of operations or financial position.

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

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

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

F-13


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

In August 2009, the FASB issued ASC Update 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.

F-14


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

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?, 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.

F-15


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

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

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

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

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

F-16


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4. COMMON STOCK

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

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

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

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

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

On January 6 2010 the Company issued 11,020,000 shares in the Company in respect of the Participation Agreement to acquire a 100% interests in Commodore Licensing and a 49% interests in C= Holdings. On June 30, 2010, the Company issued an additional 4,500,000 shares in respect of an Addendum to the Participation Agreement relating to an adjustment to the initial Participation Agreement. For further details of this transaction, refer to Note 12.

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

5. OTHER PAYABLES

September 30

2010

September 30

2009

Name

US$

US$

Payroll tax payable

29,848

-

Recco Beheer BV (i)

136,480

-

Willhemus Maria Ebben (ii)

374,178

-

Jan Hongstrate (iii)

374,178

-

Income tax payable

156,573

-

Others

217

31,067

1,071,474

31,067


i) The amount due to Recco Beheer BV is payable on demand, bears no interests and secured against the shares of Commodore Licensing.

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

F-17


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6. AMOUNT DUE TO SHAREHOLDERS


September 30
2010


September 30
2009

Name

US$

US$

Reunite Investments Inc. (Note i)

582,003

-

Due to former executive (Note ii)

340,000

-

Due to executive (Note iii)

481,544

-

1,403,547

-

The above related parties are all shareholders of the Company.

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

ii) On January 6, 2010 the Company entered into a compensation agreement with a former representative of Commodore Licensing, namely SPby Design for previous costs incurred in developing the market. Under the agreement, the Company shall pay a total compensation of $350,000 which shall be paid as to $75,000 on or before March 1, 2010 $75,000 on or before May 1, 2010 and $200,000 by July 1, 2010 and issuance of 250,000 common stock in the Company. During the year, the Company paid $10,000. After the balance sheet date and to the date of this report, the Company made another payment of $20,000 of the amounts due.

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

7. RELATED PARTY TRANSACTIONS

As of September 30, 2010 and 2009, the amounts due to directors were $611,289 and $24,922, respectively. The amounts due to directors of $ 611,289 as at September 30, 2010 are i) unsecured, ii) non-interest bearing except for $265,399 (Euro194,460) bearing 8% interests, and iii) payable on demand, except for $31,000 which is payable on December 31, 2010. The amounts due to directors of $24,922 as at September 30, 2009 was unsecured, non interests bearing and payable on demand. For the year ended September 30, 2010 the Company recorded an interest payable of $11,290 (Euro 8,678) on the amounts due to directors.

During the year ended September 30, 2010, the Group had the following transactions with related parties:

a

Mr. Te Hwai Ho, director and former President of the Company received $6,000 for his services as consultant to the Company for the year ended September 30, 2010 and 2009;

b

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

c

The Group recorded interests expense of $11,290 (Euro8,678) relating to amounts due to a Director;

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

As announced in a Form 8K filed on July 8, 2010, on July 1, 2010, the Company issued 2,685,000 shares of the Company to Ascenda Corporation, a company owned by our director, Mr. Donald Ruan. For further details of this transaction, refer to Note 4 and 12(vi).

F-18


8. ACQUISITION OF SUBSIDIARY COMPANIES

i)     Intangible assets - Business Network arising on setting up Commodore Asia JV

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

The issuance of shares to Ascenda was to acquire the sourcing expertise in Asia, electronic manufacturing and industry knowledge and network in Asia, and electronics distribution knowledge and network in North America and Asia. The purchase price allocation for the consideration of $2,148,000 for the issuance of the 2,685,000 shares in the Company was allocated to Intangible Assets - Business Network arising from Commodore Asia JV. This intangible asset is amortized on a straight line basis over the estimated useful lives of 5 years period.

ii)     Intangible Assets - identifiable and quantifiable value of the Brand name resulting from acquisition of C= Holding, Commodore Licensing, Commodore Electronics, and Commodore Europe

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

The consideration for the acquisition is a payment of up to Euro 2,000,000 and the issuance of 11,020,000 shares of the Company's common stock valued at $0.01 per share.

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

The purchase price allocation for the consideration for the acquisition of C= Holding and Commodore Licensing was initially allocated to goodwill as per our previous filings. However after further review the management believed that the intangible asset arising from the acquisition can be attributable to a separate identifiable and quantifiable intangible asset - the trademark "Commodore" which was collectively acquired on the above transactions. Accordingly, the purchase price allocated for to the identifiable and quantifiable separated intangible assets are set forth below.

F-19


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

8. ACQUISITION OF SUBSIDIARY COMPANIES (Continued)

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

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


US$

Other receivables

416,112

Bank

(19,454)

Due to related parties

(408,660)

Due to an affiliated company

(29,852)

Due to a director

(360,903)

Trade payables

(320,718)

Other payables

(354,250)

Accrued liabilities

(185,170)

Due from group company

1,440,000

Minority interest

(42,799)

Intangible asset - Brand

1,460,894

1,595,200


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

US$

Trade and other creditors

(45,360)

Intangible asset - Brand

1,197,360

Cash consideration paid

1,152,000


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

F-20


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

8. ACQUISITION OF SUBSIDIARY COMPANIES (Continued)


Pro Forma Financials
The accompanying pro forma statement of operations are provided for informational purposes only. The pro forma consolidated statements of operations are unaudited and are not necessarily indicative of the consolidated financial results 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 statement of operations 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, C= Holdings and the remaining interests in Commodore Electronics.

Unaudited Pro Forma Consolidated Statement of Operations
The pro forma consolidated statements of operations give effect to the above transaction as if it occurred on the earliest date of the period presented i.e. October 1, 2008 for the ast two years to 30 September 30, 2010

Comments on the Unaudited Pro Forma Consolidated Statement of Operations
For the proforma year ended September 30 2009, a USD365,000 initial royalty rights was recorded in Commodore Licensing. However there was no such initial rights revenue for the year ended September 30, 2010.

F-21


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

8. ACQUISITION OF SUBSIDIARY COMPANIES (Continued)

ASIARIM CORPORATION

UNAUDITED PRO-FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED SEPTEMBER 30, 2010 and 2009

2010

2009

US$

US$

Net Revenues

9,881

437,203

Cost of Revenues

8,951

200,603

Gross Profits

930

236,600

Other General and Administrative Expenses

1,520,313

1,140,291

Loss from Operations

(1,519,383)

(903,691)

Other Expenses:

Gain on deemed disposal of subsidiary

113,247

-

Interest income

2,929

-

Interests

(59,918)

8,716

Net loss before minority interests

(1,463,125)

(912,407)

Share of loss of associate

18,733

0

Net loss

(1,444,392)

(912,407)

Weighted Average Basic and Diluted Shares

26,540,000

26,540,000

Loss Per Share Basic and Diluted

(0.054)

(0.034)

F-22


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

9. INCOME TAX

No provision was made for income tax for the period from June 15, 2007 (Inception) to September 30, 2010 as the Company and its subsidiary had operating losses. For the period from June 15, 2007 (Inception) to September 30, 2010, the Company and its subsidiary incurred net operating losses for tax purposes of approximately $442,864 and $705,438, respectively. Total net operating losses carried forward at September 30, 2010, (i) for Federal and State purposes were $442,864 and $442,864, respectively and (ii) for its entities outside of the United States were $705,438 for the period ended September 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 September 30, 2010 was approximately $221,932 of which $66,430 was for US federal income tax and $44,706 was for Hong Kong income tax and $110,796 was for Netherlands income tax. A 100% valuation allowance has been established against the deferred tax asset, as the utilization of the loss carry-forwards cannot reasonably be assured.

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


September 30,
2010

United States federal income tax rate

15%

Valuation allowance-US federal income tax

(15%)

Provision for income tax

-

Hong Kong statutory rate

16.5%

Valuation allowance - Hong Kong Rate

(16.5%)

Provision for income tax

-

Netherlands statutory rate

25.5%

Valuation allowance - Netherlands Rate

(25.5%)

Provision for income tax

-


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

F-23


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

10. SEGMENT REPORTING
Business Segments

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

Segment information about these businesses is presented below.
For the year ended


Consulting Service

Computer Trading

Brand Operation

Consolidated

Sep 30, 2010 and 2009

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

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

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

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

2010

2009

2010

2009

2010

2009

2010

2009

--------

--------

--------

-------

--------

-------

---------

----------

US$

US$

US$

US$

US$

US$

US$

US$

Turnover

-

10,000

-

62,203

-

-

9,881

72,203

--------

--------

--------

-------

--------

-------

---------

----------

Segment Results

-

1,200

(18,019)

(26,941)

-

-

(18,019)

(25,741)

--------

--------

--------

-------

--------

-------

---------

----------

Unallocated corporate income

0

0

Unallocated corporate expenses

(1,026,652)

(20,263)

----------

---------

(Loss) from operations

(1,044,671)

(46,004)

Finance costs

(48,588)

(86)

----------

---------

(Loss) / profit for the year

(1,093,259)

(46,090)

======

======

As of Sep 30 2010 and 2009

Sep 30, 2010

Sep 30, 2009

ASSETS

US$

US$

Segment asses

5,450

19,977

2,180,075

56,112

2,658,254

-

4,843,779

76,089

Unallocated corporate assets

142,617

7,388

----------

---------

Consolidated total assets

4,986,396

83,477

======

======

LIABILITIES
Segment liabilities

-

-

3,203,893

51,966

62,074

-

3,265,967

51,966

Unallocated corporate liabilities

453,277

66,354

----------

---------

Consolidated total liabilities

3,719,244

118,320

======

======

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

F-24


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

11. NOTE TO CONSOLIDATED CASH FLOW STATEMENT
a) Purchase of interests in subsidiaries


September 30


September 30

2010

2009

US$

US$

Net assets acquired:
Other receivables

416,112

-

Due to related parties

(438,512)

-

Due to director

(360,903)

-

Trade creditors

(366,078)

-

Other creditors

(354,250)

-

Accrued liabilities

(185,170)

-

Minority interest

(42,799)

-

(1,331,600)

-

Intangible assets - Brand

2,658,254

-

1,326,654

-

Represented by:
Share issue

155,200

-

Acquired bank overdraft

19,454

-

Debt consideration

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:

September 30

September 30

2010

2009

US$

US$

Cash consideration

-

-

Bank overdraft of acquired subsidiaries

(19,454)

-

(19,454)

-

F-25


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

11. NOTE TO CONSOLIDATED CASH FLOW STATEMENT (Continued)
b) Disposal of subsidiary


September 30


September 30

2010

2009

US$

US$

Assets / (liabilities) disposed of:
Cash and cash equivalents

5,058

-

Accounts receivable

23,827

-

Due from related parties

30,570

-

Inventory

6,065

-

Other payables

(7,944)

-

Accrued expenses

(50,256)

-

Due to related parties

(31,386)

-

Due to directors

(89,181)

-

(113,247)

-

Gain on deemed disposal of subsidiary

113,247

-

-

-

Satisfied by:

September 30

September 30

2010

2009

US$

US$

Cash consideration

-

-

Analysis of the net cashflow of cash and cash equivalent in respect of the disposal of subsidiary:

September 30

September 30

2010

2009

US$

US$

Cash consideration

-

-

Net outflow of cash in respect of the disposal of subsidiaries

5,058

-

5,058

-

F-26


ASIARIM CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

12. COMMITMENTS
i)

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

ii)

The shares of C= Holdings are pledged as security for the debts of Reunite Investment Inc. for about Euro 1,114,244 (about US$1,515,000) and the debts owed to our stakeholder for Euro346,924 (US$471,817) for a total sum of Euro 1,461,168 (about US$1,987,000).

iii)

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

iv)

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

v)

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

vi)

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

vii)

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

13. SUBSEQUENT EVENTS
i)

The Group has evaluated all other subsequent events through January 24, 2011, the date these consolidated financial statements were issued, and determined that there were no other additional subsequent events or transactions that require recognition or disclosures in the financial statements except that as announced in a Form 8K filed on January 3, 2011, the Group has reserved and intends to change the Company name to Commodore Holdings Corporation, to reflect the business of the Group.

F-27