UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OCTOBER 28, 2009
________________________________________________
Date of Report (Date of earliest event reported)
INFOSPI INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
NEVADA 000-5310 51-0668045
____________________________ ____________ ___________________
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5300 NW 12TH AVENUE, SUITE 1
FORT LAUDERDALE, FLORIDA 33309
___________________________________________________
(Address of principal executive offices) (Zip Code)
(858) 531-5723
__________________________________________________
Registrant's telephone number, including area code
6968 LA JOLLA BLVD., SUITE 208
LA JOLLA, CALIFORNIA 92037
_____________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
__________
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
AGREEMENT FOR THE PURCHASE OF COMMON STOCK AND WARRANTS
Effective September 16, 2009, Daniel C. Masters, Attorney at Law, representing
certain selling shareholders and warrant holders (collectively, the "Sellers")
and Westmount Securities Corp., a corporation organized under the laws of the
Province of Quebec, representing certain purchasers (collectively, the
"Purchasers") entered into that certain agreement for the purchase of common
stock and warrants (the "Purchase Agreement"). In accordance with the terms and
provisions of the Purchase Agreement, the Sellers sold 4,990,000 shares of
common stock (the "Common Stock") of InfoSpi, Inc., a corporation organized
under the laws of the State of Nevada (the "Company") and 5,000,000 warrants to
purchase shares of Common Stock of the Company (the "Warrants") in exchange for
$275,000. In further accordance with the terms and provisions of the Purchase
Agreement, the initial $10,000 was deposited on or before September 22, 2009 and
the remaining final payment of $265,000 was to be paid by September 30, 2009.
All funds were paid accordingly.
BUSINESS OF THE COMPANY
The Company was organized under the laws of the State of Nevada on December 31,
2007. The Company was established as part of the implementation of the Chapter
11 plan of reorganization of Arrin Systems, Inc. ("Arrin"). Arrin filed for
Chapter 11 Bankruptcy in April 2007 in the U.S. Bankruptcy Court for the
Southern District of California. Arrin's plan of reorganization was confirmed by
the Court on December 12, 2007 and became effective on December 30, 2007. The
plan of reorganization provided for the establishment of the Company and the
sale to the Company of Arrin's proprietary software (used in the employee
background screening industry) in exchange for 567,324 shares of the Company's
common stock which were distributed to Arrin's general unsecured creditors. The
Company has been in the development stage since its formation and has not yet
realized any revenues from its planned operations.
Based upon the change in control of the Company, the business operations of the
Company currently involve the implementation of proprietary processes through
strategic alliances. The Company's purpose is to commercialize proven
technologies which have been developed to address such areas as sewer and sludge
conversion and used tires and plastic recovery. The objective is to minimize and
reverse the impact of these products on the environment.
The Company does not engage in research and development but seeks innovations
that can clearly demonstrate the viability of large scale implementations with
sustainable benefits to the environment.
The Company has an office in Fort Lauderdale with five employees and additional
offices in the United Kingdom and Valencia. It is currently setting up a
fabrication center in Israel to take advantage of important technology.
The key areas of business will be:
o Waste management and treatment
o Recycling
o Alternate fuels
The Company plans to implement two revolutionary technologies in the United
States that will eliminate some of the most challenging contamination problems.
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USED TIRES AND PLASTIC RECYCLING
The Company's revolutionary equipment enables the recovery of up to 95% of raw
materials from tires and plastics through pyrolysis technology with no
environmental contamination. Pyrolysis is the chemical decomposition of organic
materials by heat in the absence of oxygen. This process allows for the
treatment of plastic and used tires to be converted to liquid fuel oil and
carbon. The system has the following advantages over the procedure that is
currently utilized: (i) elimination of contaminated waste being transported to
landfills; (ii) neither pollutant outputs nor wasted materials require final
disposal; (iii) the pyrolysis technology uses low temperatures; (iv) the exhaust
can be completely recycled to the heating system; and (v) reduced environmental
hazards by burning tires.
SEWAGE AND SLUDGE TREATMENT
The technology that the Company intends to bring to the North American market
allows sludge and sewer conversion into biocrude. Under an exclusive agreement,
the Company with IBS of Spain shall manufacture and install a series of sewage
re-treatment plants in North America. This technology permits the process to
plug into existing sewage treatment plants prior to the initial stage of the
current sewage treatment process at the point where the normal procedure would
be to transport the residual sludge to local landfill sites. This process allows
for the treatment of the whole biomass obtained at the sewage treatment plants.
Management believes that the results of such a process is a biofuel of a high
energy content.
The system has the following advantages over anaerobic digestion treatment, the
only alternative currently used: (i) elimination of costly anaerobic digesters;
(ii) neither pollutant outputs nor wasted materials require final disposal;
(iii) reduced production costs; (iv) the water treatment component can
recuperate up to 80% of the volume of sludge input as potable water; (v) there
is no waste sent to landfills and no waste water; (vi) all inputs are converted
into biopetroleum, which, once burned, does not add to the net Co2 tin the
environment; and (vii) methane gas release, which is a direct consequence of
anaerobic digesters, is avoided.
Methane gas is a greenhouse pollutant 14 times more potent than carbon dioxide.
ALTERNATE FUELS
Alternate energy crops for biofuel production is a key objective for the
Company. The Company is developing a strategy with regard to both micro algae
feed stock and jatropha/castor feedstock.
BENEFICIAL OWNERSHIP CHART
The following table sets forth certain information, as of November 9, 2009, with
respect to the beneficial ownership of the outstanding common stock by: (i) any
holder of more than five (5%) percent; (ii) each of our executive officers and
directors; and (iii) our directors and executive officers as a group. Except as
otherwise indicated, each of the stockholders listed below has sole voting and
investment power over the shares beneficially owned. Unless otherwise indicated,
each of the stockholders named in the table below has sole voting and investment
power with respect to such shares of common stock. Beneficial ownership consists
of a direct interest in the shares of common stock, except as otherwise
indicated. As of the date of this Current Report, there are 33,267,324 shares of
common stock issued and outstanding.
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AMOUNT AND NATURE PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OF BENEFICIAL BENEFICIAL
OWNER(1) OWNERSHIP(1) OWNERSHIP
DIRECTORS AND OFFICERS:
Haim Mayan 12,150,000 36.52%
12000 North Bayshore Drive
Suite 305
North Miami, Florida 33181
Chris Hamilton 2,000,000 7.04%
Crossways Farm
Cowbridge
Vale of Glamorgan
United Kingdom
Olivier Danan
256 SW 5th Street 13,950,000 41.93%
Baca Raton, Florida 33432
Michel Brunet
4053 Vendome Avenue 400,000 1.4%
Montreal, Quebec
Canada H4A 3N2
All executive officers and
directors as a group (4 persons) 28,400,000 86.89%
BENEFICIAL SHAREHOLDERS GREATER
THAN 10%
None
* Less than one percent.
(1) Under Rule 13d-3, a beneficial owner of a security includes any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes
the power to vote, or to direct the voting of shares; and (ii) investment
power, which includes the power to dispose or direct the disposition of
shares. Certain shares may be deemed to be beneficially owned by more than
one person (if, for example, persons share the power to vote or the power
to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the
shares (for example, upon exercise of an option) within 60 days of the date
as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by such person (and only
such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does
not necessarily reflect the person's actual ownership or voting power with
respect to the number of shares of common stock actually outstanding as of
the date of this Annual Report. As of the date of this Current Report,
there are 63,419,448 shares issued and outstanding.
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
The Company refers to Item 1.01 above, "Entry into a Material Agreement"
concerning the change in control.
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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Following the Purchase Agreement: (i) Harold Hartley resigned as the
President/Chief Executive Officer and a director of the Company effective as of
September 23, 2009; (ii) William R. Willard resigned as the Chief Financial
Officer/Treasurer, Secretary and as a director of the Company effective as of
September 23, 2009; (iii) Haim Mayan consented to act as the President /chief
operations officer and a director of the Company effective as of October 28,
2009; (iv) Chris Hamilton consented to act as the Vice President/Chief Executive
Officer and a director of the Company effective as of October 28, 2009; (v)
Olivier Danan consented to act as the Vice President/Chief Operating Officer and
a director of the Company effective as of October 28, 2009; and (vi) Michel
Brunet consented to act as the Secretary and a director of the Company effective
as of October 28, 2009.
The biographies of each of the new directors and officers are set forth below as
follows:
NAME AGE POSITION WITH THE COMPANY
______________ ___ _____________________________________________________
Haim Mayan 43 President and/chief operations officer and a Director
Chris Hamilton 51 Vice President/Chief Executive Officer and a Director
Olivier Danan 35 Vice President/Chief Operating Officer and a Director
Michel Brunet 66 Secretary and a Director.
Directors hold office until the annual meeting of the Company's stockholders and
the election and qualification of their successors. Officers hold office,
subject to removal at any time by the Board, until the meeting of directors
immediately following the annual meeting of stockholders and until their
successors are appointed and qualified.
HAIM MAYAN. Since 1990, Mr. Mayan has been engaged in executive roles with
private and/or public companies. Prior to joining the Company, Mr. Mayan served
as president of Mayan group LLC in Miami, Florida. Mayan Group LLC owned and
operated a large condo community and home rentals. From 1991 to present, Mr.
Mayan owned and managed a construction company and several real-estate
development and commercial properties including, Oxembergeve LTD, Gvahim LTD in
Tel Aviv, and Mayan Group LLC which had several other successful development.
Since 2005, Haim has made exhaustive research into the conversion of existing
products into oil especially into the tire to oil Market and the conversion of
algae into oil for bio-diesel.
CHRIS HAMILTON. Mr. Hamilton has had a varied career involving a variety of
positions and industries. Mr. Hamilton served three years with Her Majesty's
forces (Parachute Regiment). He subsequently held senior positions in several
companies. During the past eighteen years, Mr. Hamilton has held the position of
Managing Director in two PLC Business's. Effective communicating skills together
with a broad business sense enabled Mr. Hamilton to match and bring together key
partners with complementary skills. In January 2002, Mr. Hamilton entered the
property development under his own banner, `Allied Developments'. He started out
consulting with the Barchetta Group who at the time operated out of Naples
Florida and then joined International Housing Developments Group Inc (IHDG)
based in Ft. Lauderdale. He also created one of the UK's most substantial
residential developments, Bay Pointe Limited, where he still acts as Managing
Director. Prior to joining the Company, Mr. Hamilton researched extensively the
business of Biofuel production and has enthusiastic insight to renewable energy
brought about due to the strict guidelines in development within Europe. Since
joining the Company, Mr. Hamilton has focused on further research into this
field in order to best understand how to position the Company going forward on a
global basis.
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OLIVIER DANAN. As Vice-President and Chief Operating Officer of the Company, Mr.
Danan is responsible for new development, manufacturing and research. Prior to
joining the Company, Mr. Danan served as lead architect and designer for the
Danan Group, where he coordinated the building of several projects from 2003 to
2007. From approximately 1998 to 2003, Mr. Danan worked as an architect for
several companies including Sehres & Danan Inc., and Rivers & Christian in Los
Angeles, California.
MICHEL A. BRUNET. Mr. Brunet is a fully bilingual administrator with a facility
to organize teams and for interpersonal relationships. For the past ten years,
Mr. Brunet was an associate founder of the firm Montaigne Group, which
administered properties belonging to the city of Montreal, Quebec. Within
Montaigne Group, he worked on creating an aviation maintenance facility in
Plattsburg, New York. He was also a consultant with HyperSecure in establishing
a relationship within the various governmental levels. Mr. Brunet earned a
degree is administrative specializing in finance and marketing in 1969 and a
Master of Business Administration in finance at the University of Laval in 1970.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(C) SHELL COMPANY TRANSACTION.
Not applicable.
(D) EXHIBITS.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 13, 2009
INFOSPI, INC.
/s/ HAIM MAYAN
_________________________________________
Name: Haim Mayan
Title: President/Chief Operations Officer
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