UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly report filed under Section 13 or 15 (d) of the Securities
Exchange Act of 1934 For the Quarterly Period Ended June 30, 2004
or
[ ] Transitional report filed under Section 13 or 15 (d) of the
Exchange Act.
Commission File No. 0-32695
Amaru, Inc.
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(Name of Small Business Issuer in its Charter)
Nevada 88-0490089
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State or other jurisdiction of I.R.S. Employer Identification Number
incorporation or organization
112 Middle Road, #08-01 Middland House, Singapore 188970
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(Address of principal executive office)
Issuer's telephone number: (011) (65) 6332 9287
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610 Newport Center Drive, Suite 1400, Newport Beach, CA 92660
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Issuer's previous address
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) been
subject to such filing requirements for the past ninety (90) days.
Yes X No
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date: as of June 30, 2004, there were
20,000,000 shares of Common Stock, par value $.001 per share, outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
AMARU, INC. AND SUBSIDIARY
FORM 10-QSB QUARTERLY REPORT
FOR THE SECOND QUARTER ENDED JUNE 30, 2004
TABLE OF CONTENTS
Forward-Looking Statements
PART I
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis or Plan of Operation
Item 3. Controls and Procedures
PART II
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-QSB contains forward-looking statements about the business,
financial condition and prospects of the Company that reflect assumptions made
by management and management's beliefs based on information currently available
to it. We can give no assurance that the expectations indicated by such
forward-looking statements will be realized. If any of management's assumptions
should prove incorrect, or if any of the risks and uncertainties underlying such
expectations should materialize, the Company's actual results may differ
materially from those indicated by the forward-looking statements.
The key factors that are not within the Company's control and that may have
a direct bearing on operating results include, but are not limited to, the
acceptance by customers of the Company's products and services, the Company's
ability to develop new products and services cost-effectively, the ability of
the Company to raise capital in the future, the development by competitors of
products or services using improved or alternative technology, the retention of
key employees and general economic conditions.
There may be other risks and circumstances that management is unable to
predict. When used in this Form 10-QSB, words such as, "believes," "expects,"
"intends," "plans," "anticipates" "estimates" and similar expressions are
intended to identify forward-looking statements, although there may be certain
forward-looking statements not accompanied by such expressions. All
forward-looking statements are intended to be covered by the safe harbor created
by Section 21E of the Securities Exchange Act of 1934.
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMARU, INC. & SUBSIDIARY
FINANCIAL STATEMENTS
JUNE 30, 2004
TABLE OF CONTENTS
Balance Sheets 5
Statements of Operations 6
Statement of Stockholders' Equity 7
Statements of Cash Flows 8
Notes to Financial Statements 9
AMARU, INC. AND SUBSIDIARY
BALANCE SHEETS
JUNE 30, 2004
(CONSOLIDATED) DECEMBER 31,
(UNAUDITED) 2003
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ASSETS
Current assets
Cash and cash equivalents $ 60,240 $ 60,307
Accounts receivable 213,823 14,097
Other receivables 1,660 20,554
Prepaid expenses 4,211 33,758
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Total current assets 279,934 128,716
Non current assets
Property, equipment and software. net 2,412,097 18,866
Product development costs, net 238,458 297,402
Investment, at equity -- 1,403,493
Other -- 2,708
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Total non current assets 2,650,555 1,722,469
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Total assets $ 2,930,489 $ 1,851,185
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 697,251 $ 64,738
Accounts payable - related parties 202,982 423,444
Line of credit 52,214 58,188
Term loan - current portion -- 5,007
Income tax payable 112,835 36,994
Advances from parent -- 55,518
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Total current liabilities 1,065,282 643,889
Shareholders' equity
Series A convertible preferred stock (par value $0.001) 5,000,000
shares authorized: 143,000 and 0 shares issued and outstanding at
June 30, 2004 and December 31, 2003, respectively 143 --
Common stock (par value $0.001) 200,000,000 shares authorized;
20,000,000 shares issued and outstanding at June 30, 2004 and
18,136,364 at December 31, 2003, respectively 20,000 18,136
Paid in capital 1,287,585 867,292
Subscribed common stock, 400,000 and 337,513 shares at June 30, 2004
and December 31, 2003 respectively 20,000 128,255
Retained earnings 512,792 160,696
Comprehensive gain on currency translation 24,687 32,917
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Total shareholders' equity 1,865,207 1,207,296
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Total liabilities and shareholders' equity $ 2,930,489 $ 1,851,185
============ ===========
The accompanying notes to financial statements are an integral part of these statements
5
AMARU, INC. AND SUBSIDIARY
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS AND THREE MONTHS ENDED JUNE 30, 2004 AND 2003
(UNAUDITED)
FOR THE SIX MONTHS ENDED FOR THE THREE MONTHS ENDED
------------------------------ -----------------------------
JUNE 30, 2004 JUNE 30, JUNE 30, 2004 JUNE 30,
(CONSOLIDATED) 2003 (CONSOLIDATED) 2003
------------- ------------- ------------- -------------
Revenue $ 2,124,211 $ 4,224 $ 1,087,690 $ 2,603
Cost of services 1,120,861 9,631 1,004,827 2,834
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Gross profit 1,003,350 (5,407) 82,863 (231)
Operating and administrative expenses
Distribution costs 213,416 4,605 204,443 4,605
General and administrative expenses 291,491 98,959 110,629 44,041
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Total expenses 504,907 103,564 315,072 48,646
Income from operations 498,443 (108,971) (232,209) (48,877)
Other (income) expense
Interest expenses 945 1,813 491 888
Income taxes 112,398 -- (46,774) --
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Net income (loss) $ 385,100 $ (110,784) $ (185,926) $ (49,765)
============= ============= ============= =============
Earnings (loss) per share-basic and diluted $ 0.02 $ (0.01) $ (0.01) $ (0.00)
============= ============= ============= =============
Weighted average number of common shares
outstanding-basic and diluted 19,538,961 17,727,273 20,000,000 17,727,273
============= ============= ============= =============
The accompanying notes to financial statements are an integral part of these statements
6
AMARU, INC. AND SUBSIDIARY
STATEMENT OF SHAREHOLDERS' EQUITY
Series A Convertible
Preferred Stock Common Stock
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Total
Additional Currency share-
Number Par Value Number of Par value Paid-in Subscribed Retained Translation holders'
of Shares ($0.001) shares ($0.001) capital stock Earnings gain (loss) equity
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Balance December 31, 2002 -- $ -- 17,727,273 $17,727 $753,701 $82,844 $121,166 $ (4,475) $ 970,963
Common stock issued for cash -- -- 409,091 409 113,591 -- -- -- 114,000
Common stock subscribed at
various dates -- -- -- -- -- 45,411 -- -- 45,411
Net income -- -- -- -- -- -- 39,530 -- 39,530
Comprehensive gain on
currency translation -- -- -- -- -- -- -- 37,392 37,392
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Comprehensive income 76,922
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Balance December 31, 2003 -- -- 18,136,364 18,136 867,292 128,255 160,696 32,917 1,207,296
Shares issued for cash
Feb. 10, 2004 -- -- 1,363,636 1,364 414,636 (128,255) -- -- 287,745
Reverse acquisition 143,000 143 500,000 500 5,657 -- (33,004) -- (26,704)
Common Stock subscribed
(400,000 shares) -- -- -- -- -- 20,000 -- -- 20,000
Net income -- -- -- -- -- -- 385,100 -- 385,100
Comprehensive loss on
currency translation -- -- -- -- -- -- -- (8,230) (8,230)
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Comprehensive income 376,870
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Balance June 30, 2004
(consolidated)(Unaudited) 143,000 $ 143 20,000,000 $20,000 $1,287,585 $20,000 $512,792 $ 24,687 $1,865,207
=======================================================================================================
The accompanying notes to financial statements are an integral part of these statements
7
AMARU, INC. AND SUBSIDIARY
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003
(UNAUDITED)
FOR THE SIX MONTHS ENDED
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JUNE 30, 2004
(CONSOLIDATED) JUNE 30, 2003
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CASH FLOW FROM OPERATING ACTIVITIES
Net income (loss) $ 385,100 $ (110,784)
Adjustments to reconcile net income (loss)
Amortization 58,944 56,073
Depreciation 5,715 15,508
Changes in operation assets and liabilities
Accounts receivable (199,726) (286)
Prepaid and other receivables 48,441 2,936
Accounts payable 209,183 (1,066)
Income tax payable 75,841 (21)
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Cash provided from (used in) operating activities 583,498 (37,640)
CASH USED IN INVESTING ACTIVITIES
Acquisition of software (988,395) --
Acquisition of equipment (4,350) --
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Cash used in investing activities (992,745) --
CASH PROVIDED FROM FINANCING ACTIVITIES
Addition (payment) to related parties 147,350 (1,568)
Addition (payment) of line of credit and loans (10,981) 3,283
Re-capitalization of M2B World Pte. Ltd (26,704) --
Proceeds from sale of stock 287,745 38,368
Proceeds from stock subscriptions 20,000 --
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Total provided from financing activities 417,410 40,083
Comprehensive loss from translation (8,230) (2,757)
Cash flow from all activities (67) (314)
Cash balance at beginning of period 60,307 57,700
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Cash balance at end of period $ 60,240 $ 57,386
============== ==============
The accompanying notes to financial statements are an integral part of these statements
8
AMARU, INC. & SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003
(UNAUDITED)
BASIS OF PRESENTATION
---------------------
The financial information included herein is unaudited. However, such
information reflects all adjustments (consisting solely of normal occurring
adjustments) which are, in the opinion of management, necessary for a fair
statement of results for the interim periods. The results of operations for the
six months ended June 30, 2004, are not necessarily indicative of the results to
be expected for the full year.
The accompanying financial statements do not include footnotes and certain
financial presentations normally required under generally accepted accounting
principles; and, therefore, should be read in conjunction with the Company's
Annual Report on Form 10-KSB for the year ended December 31, 2003, and Form
8-K/A, filed on May 24, 2004.
REORGANIZATION
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As of February 25, 2004, the Company made an agreement which provides for the
reorganization of M2B World Pte. Ltd., a Singapore corporation with and into
Amaru, Inc. (Amaru), a Nevada corporation, with M2B World Pte. Ltd. (M2B),
becoming a wholly-owned subsidiary of Amaru. The agreement is for the exchange
of 100% of the outstanding Common Stock of M2B World Pte. Ltd. for 19,500,000
common shares and 143,000 Series A convertible preferred shares of Amaru, which
are each convertible into 38.461538 shares of Amaru common stock.
The exchange was accounted for as a reverse acquisition. Accordingly, for
financial statement purposes, M2B World Pte. Ltd. was considered the accounting
acquiror and the related business combination was considered a recapitalization
of M2B World Pte. Ltd. rather than an acquisition by the Company. The historical
financial statements prior to the agreement will be those of M2B World Pte. Ltd.
and the name of the consolidated Company going forward will be Amaru, Inc. and
Subsidiary.
On this basis, the historical financial statements prior to February 28, 2004
have been restated to be those of the accounting acquirer M2B World Pte. Ltd.
The historical stockholders' equity prior to the reverse acquisition has been
retroactively restated (a recapitalization) for the equivalent number of shares
received in the acquisition after giving effect to any difference in par value
of the issuer's and acquirer's stock.
CAPITAL STOCK
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The Company received subscriptions for 400,000 shares of common stock valued at
$20,000 pursuant to the Company's 2004 Equity Compensation Plan.
SUBSEQUENT EVENT
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Subsequent to June 30, 2004 the Company issued 500,000 shares of common stock
for future services valued at $25,000.
9
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
ALL FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE DEEMED BY THE COMPANY TO BE
COVERED BY AND TO QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. PROSPECTIVE SHAREHOLDERS SHOULD
UNDERSTAND THAT SEVERAL FACTORS GOVERN WHETHER ANY FORWARD - LOOKING STATEMENT
CONTAINED HEREIN WILL BE OR CAN BE ACHIEVED. ANY ONE OF THOSE FACTORS COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED HEREIN. THESE
FORWARD - LOOKING STATEMENTS INCLUDE PLANS AND OBJECTIVES OF MANAGEMENT FOR
FUTURE OPERATIONS, INCLUDING PLANS AND OBJECTIVES RELATING TO THE PRODUCTS AND
THE FUTURE ECONOMIC PERFORMANCE OF THE COMPANY. ASSUMPTIONS RELATING TO THE
FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE
ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS, AND THE
TIME AND MONEY REQUIRED TO SUCCESSFULLY COMPLETE DEVELOPMENT PROJECTS, ALL OF
WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE
BEYOND THE CONTROL OF THE COMPANY. ALTHOUGH THE COMPANY BELIEVES THAT THE
ASSUMPTIONS UNDERLYING THE FORWARD - LOOKING STATEMENTS CONTAINED HEREIN ARE
REASONABLE, ANY OF THOSE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE,
THERE CAN BE NO ASSURANCE THAT THE RESULTS CONTEMPLATED IN ANY OF THE FORWARD -
LOOKING STATEMENTS CONTAINED HEREIN WILL BE REALIZED. BASED ON ACTUAL EXPERIENCE
AND BUSINESS DEVELOPMENT, THE COMPANY MAY ALTER ITS MARKETING, CAPITAL
EXPENDITURE PLANS OR OTHER BUDGETS, WHICH MAY IN TURN AFFECT THE COMPANY'S
RESULTS OF OPERATIONS. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN THE
FORWARD - LOOKING STATEMENTS INCLUDED THEREIN, THE INCLUSION OF ANY SUCH
STATEMENT SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE COMPANY OR ANY OTHER
PERSON THAT THE OBJECTIVES OR PLANS OF THE COMPANY WILL BE ACHIEVED.
General
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.
The restructuring and re-capitalization has been treated as a reverse
acquisition with M2B World becoming the accounting acquirer. The historical
financial statements prior to the closing of the transaction are those of M2B
World.
The following discussion should be read in conjunction with selected financial
data and the financial statements and notes to financial statements.
10
Results of Operations
----------------------
Results of operations for the three months and six months ended June 30, 2004
compared with three months and six months ended June 30, 2003.
Revenues for the six months ended June 30, 2004 increased to $2,124,211 from
$4,224 for the six months ended June 30, 2003. The increase of $2,119,987
resulted primarily from advertising and content syndication revenues arising out
of the launch of newly enhanced broadband sites. The Company's process of
constructing and enhancing its broadband sites, resulted in additional
advertising revenue of $1,087,690 for the three months ended June 30, 2004
compared to $2,603 for the three months ended June 30, 2003.
The cost of services for the six months ended June 30, 2004 increased to
$1,120,861 from $9,631 in the six months ended June 30, 2003. The increase of
$1,111,230 resulted primarily from the acquisition of rights for the broadband
sites. The cost of services incurred for the three months ended June 30, 2004
accounted for $1,004,827 compared to $2,884 for the three months ended June 30,
2003.
General and administrative expenses for the six months ended June 30, 2004
increased to $291,491 from $98,959 for the six months ended June 30, 2003. The
increase of $192,532 resulted primarily from legal and other professional fees
paid in the six months ended June 30, 2004. The Company incurred additional
administrative fees of $110,629 in the three months ended June 30, 2004 compared
to $44,041 for the three months ended June 30, 2003. The high administrative
expenses was due primarily to the reverse merger and reorganization of M2B World
and Amaru Inc.
Distribution costs for the six months ended June 30, 2004 increased to $213,416
from $4,605 in the six months ended June 30, 2003. The main increase in
distribution costs was incurred in the three months ended June 30, 2004 which
accounted for $204,443 compared to $4,605 for the three months ended June 30,
2003. This was needed for the Company to market its broadband sites on an
international basis.
Liquidity and Capital Resources
-------------------------------
The Company had cash of $60,240 at June 30, 2004, as compared to cash of $60,307
at December 31, 2003.
The Company believes that cash generated from its operations will is able to
cover its daily running cost and overheads.
Cash generated from operations will not be able to cover the Company's intended
growth and expansion. The Company has plans in 2004 to expand its broadband
coverage by launching new broadband sites in North America and Asia.
In North America, the Company intends to launch new broadband entertainment and
business training content sites in 2004. As of June 2004, one new entertainment
site and one new business training site had been launched in North America. In
Asia, one new business training site had been launched in 2004. At least one new
broadband entertainment site is also planned for launching streaming content on
a worldwide scale in 2004. In the area of E-commerce, the Company plans to
launch one new shopping mall for health and wellness products online.
The Company has completed its prototype content for 3G (third generations)
mobile phones. The Company is working with mobile operators on the possibility
of launching this new content in the later half of 2004 or first quarter of
2005.
To achieve its plans, the Company is seeking to fund its new growth activities
through equity financing. The Company plans to use the proceeds of such
financing for expansion of its operations.
11
ITEM 3. Controls and Procedures
Our President and Treasurer/Chief Financial Officer (the "Certifying Officer")
is responsible for establishing and maintaining disclosure controls and
procedures and internal controls and procedures for financial reporting for the
Company. The Certifying Officer has designed such disclosure controls and
procedures and internal controls and procedures for financial reporting to
ensure that material information is made known to him, particularly during the
period in which this report was prepared. The Certifying Officer has evaluated
the effectiveness of the Company's disclosure controls and procedures and
internal controls and procedures for financial reporting as of June 30, 2004
and believes that the Company's disclosure controls and procedures and internal
controls and procedures for financial reporting are effective based on the
required evaluation. There have been no significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
PART II. OTHER INFORMATION
Item 1. Legal proceedings
No disclosures are required pursuant to Item 103 of Regulation S-B, taking into
account Instruction 1 to that Item.
Item 2. Changes in securities and use of proceeds NONE
Item 3. Defaults on senior securities NONE
Item 4. Submission of items to a vote NONE
Item 5. Other information NONE
Item 6.
(a) Exhibits
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Exhibit No. Description
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Exhibit 31 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT
Exhibit 32 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT
b) Reports on 8-K during the quarter: Form 8-K\A (Items 5 and 7) filed 5/24/04.
12
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMARU, INC.
Date: August 17, 2004
By /s/ Colin Binny
--------------------------------------------
President and Chief Financial Officer
13