UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~March 1613, 2009

ALLIN CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-21395	25-1795265
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
(State of Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)


381 Mansfield Avenue, Suite 400, Pittsburgh, Pennsylvania		15220
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (412) 928-8800

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	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))

Item 58.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

Allin Corporation (ethe “Company”) Onfiled ~~January~~a Form 15 today, March 1613, 2009, with the ~~Board~~Securities ofand ~~Directors~~Exchange Commission (“SEC”) to voluntarily deregister its common stock. The Company is eligible to deregister because it has fewer than 300 holders of record ~~Allin~~of ~~Corporation~~its ~~adopted~~common stock. In filing the ~~recommendation~~Form of15, the ~~Compensation~~Company’s ~~Committee~~obligations to file certain reports and ~~awarded~~forms awith ~~bonus~~the ~~for 2008~~SEC, toincluding aForms ~~named~~10-K, ~~executive~~10-Q ~~officer~~and ~~payable~~8-K, asare immediately suspended. The Company expects that deregistration of ~~January 31,~~its ~~2009~~common stock aswill ~~follows:~~become effective within 90 days.

•The ~~Dean~~Company C.is ~~Praskach,~~deregistering ~~Chief~~because ~~Financial~~it ~~Officer~~believes that the incremental cost of compliance with the Sarbanes-Oxley ~~$30,000~~Act of 2002 and other public company reporting requirements does not provide a discernable benefit to the Company and is not in the best interests of its shareholders. Factors influencing the Company’s decision include the following:

~~Item~~• ~~9.01.~~the ~~Financial~~high ~~Statements~~accounting, legal and ~~Exhibits.~~administrative costs of preparing and filing periodic reports and other filings with the SEC in comparison to the size of the Company subsequent to the sale of two of its business units;

~~(d)~~• ~~Exhibits.~~the amount of time senior management of the Company is required to devote to matters related to its securities as opposed to time concentrating on the business of the Company;

~~10.1~~• ~~Summary~~subsequent to the sale of ~~Bonus~~two ~~Awarded~~business units, the lower materiality threshold for requirements to ~~Named~~file ~~Executive~~sensitive ~~Officer~~business ofinformation ~~Allin~~and ~~Corporation~~the inneed ~~Respect~~to maintain the confidentiality of ~~2008~~sensitive business information that would otherwise require SEC disclosure;

•

the already limited trading volume and liquidity in the Company’s common stock; and

•

the fact that the lack of liquidity of the common stock makes it unlikely that the Company can effectively use its common stock to compensate employees, raise capital or make acquisitions.

As a result of deregistering with the SEC, the Company’s common stock will cease to be eligible to trade on the Over-the-Counter Bulletin Board. The Company’s securities will continue to be traded over the counter on the Pink Sheets, but the Company can make no assurance that any broker will continue to make a market in the Company’s common stock.

SIGNATURE

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.

	~~ALLIN CORPORATION~~	ALLIN CORPORATION
Dated: February 20, 2009	By:	/s/ Dean C. Praskach
Dated: March 13, 2009		By:	/s/ Dean C. Praskach
		Dean C. Praskach
			Chief Financial Officer
		Chief Financial Officer
		(principal financial officer)

EXHIBIT INDEX

ExhibitNumber		Exhibit
10.1		Summary of Bonus Awarded to Named Executive Officer of Allin Corporation in Respect of 2008

Filing Compare · ALLIN CORP