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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) December 30, 2005
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AMARU, INC.
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(exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation)
000-32695 88-0490089
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Commission File Number IRS Employer Identification Number
112 Middle Road, #08-01 Midland House, Singapore 188970
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(Address of principal executive offices)
Registrant's telephone number, including area code: (65) 6332 9287
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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 2.01. ACQUISITION OR DISPOSITION OF ASSETS.
As of December 30, 2005 (the "Closing Date"), M2B World Pte Ltd.("M2B World"), a
Singapore corporation and a wholly-owned subsidiary of Amaru, Inc., a Nevada
corporation (the "Company") acting pursuant to a Sale and Purchase Agreement
(the "Agreement") with Auston International Group Limited ("Auston"), a
Singapore company listed on the Singapore Stock Exchange, provided for the
issuance of 8.1 million shares at $0.10 Singapore dollars ($0.06 USD) price per
share of M2B Game World Pte Ltd., a wholly-owned subsidiary of M2B World ("M2B
Game World"), in exchange for 71,428,571 shares at $0.07 Singapore dollars
($0.04 USD) price per share, of Auston valued at $2.9 million USD (5 million
Singapore Dollars). After the Closing, Auston's beneficial ownership in M2B Game
World constitutes 81%and M2B World's beneficial ownership of Auston is 32% of
Auston's outstanding shares. Following the completion of the placement of
additional 40 million new shares by Auston, as contemplated by the Agreement,
M2B World will hold a total of 27% of Auston's outstanding shares.
The Agreement further provides that M2B World will continue to manage M2B Game
World under a 3-year management contract for a management fee equal to 30% of
the M2B Game World's consolidated pre-tax profits. The Agreement also provides
certain guarantees for profit for fiscal 2006 for M2B Game World.
Auston is a company listed in the Singapore Stock Exchange and is a leading
provider of university and university-linked education in Singapore, Australia
and the region.
Auston and M2B World sees this Agreement as a strategic partnership. It enables
Auston to jump-start their entry into the fast growing on line gaming and
e-commerce business which will create a strong core business and additional
source of revenue to the existing education business. At the same time this will
provide M2B World a strong base in Singapore to expand into the fast growing
Asian broadband market.
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
2. Plan of Purchase, Sale, Reorganization, Arrangement, Liquidation
or Succession.
2.1 Sale and Purchase Agreement dated as of December 20, 2005,
between the M2B World Pte., Ltd. and Auston International Group Limited.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act or 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: January 6, 2006 AMARU, INC.
By: /s/ Colin Binny
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Colin Binny
President