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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) February 25, 2004
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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 Middle 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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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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As of February 25, 2004 (the "Closing Date"), Amaru, Inc. (the
"Company") acquired M2B World Pte Ltd., a Singapore corporation ("M2B World") in
exchange for 19,500,000 newly issued "restricted" shares of common voting stock
of the Company and 143,000 "restricted" Series A Convertible Preferred Stock
shares to the M2B World shareholders on a pro rata basis for the purpose of
effecting a tax-free reorganization pursuant to sections 351, 354 and
368(a)(1)(B) of the Internal Revenue Code of 1986, as amended ("IRC") pursuant
to the Agreement and Plan of Reorganization (the "Reorganization Agreement") by
and between the Company, M2B World and M2B World shareholders. As a condition of
the closing of the share exchange transaction, certain shareholders of the
Company cancelled a total of 1,457,500 shares of common stock. Each one (1)
ordinary share of M2B World has been exchanged for 1.3636363 shares of the
Company's Common Stock and 100 shares of the Company's Series A Convertible
Preferred Stock. Each share of newly issued Company's Series A Convertible
Preferred Stock can be converted to 38.461538 shares of the Company's common
stock. Following the Closing Date, there were 20,000,000 shares of the Company's
Common Stock outstanding and 143,000 shares of the Company's Series A
Convertible Preferred Stock outstanding. Immediately prior to the Closing ,
there were 500,000 shares issued and outstanding.
M2B World is in the business of broadband entertainment and
education-on-demand, streaming via computers, television sets, PDAs (Personal
Digital Assistant) and in the near future through third generation devices; and
the provision of broadband services. Its business includes channel and program
sponsorship (advertising and branding); online subscriptions, channel/portal
development (digital programming services); content aggregation and syndication;
broadband consulting services and E-commerce.
Pursuant to the Agreement, the Board of Directors of the Company
resigned and is to be replaced with the designee of M2B World set forth below,
effective approximately on the tenth day following the mailing of this
informational statement, and the current officers resigned upon the Closing
Date. The current sole director of the Company is Sahra Partida.
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is the name of the person who will constitute the Board of
Directors, together with information concerning such person. Each elected
director will serve until the Company's next annual meeting of shareholders or
until his successor shall be duly elected and shall qualify.
COLIN BINNY: Age 49, has served as the executive chairman and director
of M2B World since 2000. Mr Binny held various senior management positions with
local and global companies over the last 25 years. He is currently the Executive
Chairman of M2B World, one of the leading broadband content providers in Asia.
Mr Binny is also the Chairman of M2B Media Group and the Chairman of Metromedia
Productions, a regional event company. From 1996 through 1999, Mr Binny was the
President and CEO of UTV International (Singapore). Mr Binny obtained his marine
engineering diploma from the Singapore Polytechnic in 1975.
EXECUTIVE OFFICERS
Mr. Binny will serve as the Company's Chief Executive Officer, Chief
Financial Officer and Secretary.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of the Closing Date, there were 20,000,000 shares of the Company's
Common Stock outstanding and 143,000 shares of the Company's Series A
Convertible Preferred Stock outstanding. The following table sets forth the
beneficial ownership of the Company's Common Stock and Preferred Stock as of
February 25, 2004 by each person known to the Company to own more than five
percent (5%) of the Company's Common Stock and by each of the Company's current
directors and nominees for election as directors, and by all directors and
officers of the Company as a group. The table has been prepared based on
information provided to the Company by each shareholder and gives effect to the
issuance of shares pursuant to the Agreement.
COMMON STOCK
AMOUNT AND NATURE
NAME AND OF BENEFICIAL PERCENT
ADDRESS OWNERSHIP (2) OF CLASS (2)
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Colin Binny (1) 4,527,972
Chief Executive Officer, Indirect (2) 22.64%
President, Chief Financial
Officer, Secretary and Director
M2B Media Pte Ltd (1) 4,527,972(2) 22.64%
Direct
Asian Venture Group Pte Ltd 1,597,902 7.98%
80 Robinson Road #17-02 Direct
Singapore 068898
Asian Technology 2,303,322 11.52%
Resources Sdn Bhd Direct
FSBM Plaza 3539 Jalan Teknokrat 7
63000 Cyberjaya
Selangor Darul Ehsan
Malasia
Capital Hills Assets Limited 1,560,315 7.80%
Offshore Incorporations Limited Direct
P.O. Box 957 Offshore Incorporations
Centre
Tortola, British Virgin Islands
Wong Peng Koon 1,634,615 8.17%
64 Bayshore Road, #08-02 Direct
Singapore 469984
Ho Pong Chong 1,560,315 7.80%
Block 46 Lengkok Bahru, #11-263 Direct
Singapore 138687
Lily Lee 1,486,014 7.43%
30 Dover Rise, #01-11 Direct
Singapore 138687
Chua Leong Hin 1,263,112 6.32%
Block 116 Jurong East Direct
Street 13, #17-390
Singapore
Shone Michael John 1,857,517 9.29%
5 CD Goodwood Hill Direct
Singapore 258904
Sahra Partida(3) 0 *%
former Director, Direct
President, Chief Financial
Officer and Secretary
c/o 610 Newport Center Dr.
Suite 1400, Newport Beach
California 92660
All Directors and Officers
as a Group (1 person) 4,527,972 22.64%
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* Less than 1%
PREFERRED STOCK - SERIES A CONVERTIBLE PREFERRED STOCK (3)
AMOUNT AND NATURE
NAME AND OF BENEFICIAL PERCENT
ADDRESS OWNERSHIP (5) OF CLASS
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Colin Binny (1) 26,000
Chief Executive Officer, Indirect (2) 18.18%
President, Chief Financial
Officer, Secretary and Director
M2B Media Pte Ltd (1) 26,000(2) 18.18%
Direct
Asian Venture Group Pte Ltd 19,500 13.64%
80 Robinson Road #17-02 Direct
Singapore 068898
Phua Sui Ling 35,750 25.00%
Block 96 Toa Payoh Direct
Lorong 3, #15-34, Singapore 310096
Annie Lin 35,750 25.00%
36 Hartley Grove Direct
Singapore 457897
Sahra Partida 0 *%
former Director, Direct
President, Chief Financial
Officer and Secretary
c/o 610 Newport Center Dr.
Suite 1400, Newport Beach
California 92660
All Directors and Officers
as a Group (1 person) 26,000 22.64%
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* Less than 1%
As used in this table, "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 the shares shown. Except as indicated
by footnote and subject to community property laws where applicable, to the
Company's knowledge the stockholders named in the table have sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by them.
(1) C/o Amaru, Inc. address: 112 Middle Road, #08-01 Middle House,
Singapore 188970. Based on the total of 20,000,000 shares of common
stock outstanding as of February 27, 2004.
(2) Based on a total of 4,527,927 shares of common stock of Amaru, Inc.
held by Mr. Binny and his wife, Chew Bee Lian, indirectly as 100%
shareholders of M2B Media Pte Ltd and 26,000 shares of Series A
Convertible Preferred Stock. Upon conversion of 26,000 shares of Series
A Preferred Stock, M2B Media Pte Ltd and Mr. Binny and his wife,
indirectly, will be entitled to 1,000,000 shares of common stock of the
Company.
(3) Each share of Series Convertible A Preferred Stock is convertible to
38.461538 shares of the Company's common stock.
The Company intends to file an amendment to its Articles of Incorporation to
increase its authorized capital to 200,000,000 shares of common stock upon the
effectiveness of the Schedule 14C which has been mailed to its shareholders.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) (b) The required financial statements and pro forma financial
information is unavailable as of the date hereof and will be filed by the
Registrant pursuant to the requirements of the Securities Exchange Act and the
rules and regulations promulgated thereunder within 75 days of the date of the
event reported herein.
(c) EXHIBITS.
2. Agreement and Plan of Reorganization
2.1 Agreement and Plan of Reorganization dated as of February 19,
2004, between the Company and M2B World.
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: March 10, 2004 AMARU, INC.
By: /s/ Colin Binny
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Colin Binny
President