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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) March 25, 2009
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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 2.06 MATERIAL IMPAIRMENTS.
On March 25, 2009, the Board of Directors of Amaru, Inc., a Nevada
corporation ("we" or "Registrant") determined that an impairment charge will
be recognized as of the end of fiscal year ending December 31, 2008. On March
25, 2009, we were officially notified by a letter dated March 25, 2009, from our
legal counsel in Cambodia that the digit games lottery operations were suspended
by the Cambodian government. We had previously acquired an 18 year license to
conduct nationwide lottery in Cambodia, through our subsidiary, M2B Commerce
Limited ("M2B Commerce"). The digit games lottery was operated by Allsports
International Ltd, a British Virgin Islands company ("Allsports"). Although it
cannot be determined at this time whether the suspension of the digit games
lottery is temporary or permanent, the government of Cambodia is currently
closing the gaming business by the order of its Ministry of Economy and Finance.
In May, 2008, due to the dispute with Allsports, and the subsequent lawsuit
filed by the Registrant against Allsports, as previously disclosed in the
Registrant's SEC filing, M2B Commerce did not have direct access to the digit
games lottery operations. Thus, based on the above, we have impaired the digit
games lottery license as of December 31, 2008 in the amount of $3,762,777.
Currently, no future cash expenditures are expected. In addition,
management and the Board of Directors now believe that all revenues for the year
ended 2008 will have to be reversed since the Company's recognition criteria
related to the associated revenues were not met. Management has reviewed the
previously recognized revenues from the digit games lottery operations and
intends to reverse those revenues in the associated period in which they were
initially recorded for the quarters ended March 31, 2008, June 30, 2008
and September 30, 2008.
ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.
On March 25, 2009, the Registrant's management concluded that the
Registrant's interim unaudited consolidated financial statements contained in
the Registrant's quarterly reports on Forms 10Q for the quarters ended March 31,
2008, June 30, 2008 and September 30, 2008 should no longer be relied upon. The
Registrant will reverse the revenues provided by the Registrant's digit games
lottery operations from those financial statements and file amended quarterly
reports on Form 10Q/A for the periods ended March 31, 2008, June 30, 2008 and
September 30, 2008 by April 30, 2009.
Due to the material impairment of the Registrant's asset, the license
to operate digit games lottery in Cambodia, as of December 31, 2008 and for that
fiscal year, because of the lack of access to the digit games lottery operations
in Cambodia, all revenues for the year ended 2008 will have to be reversed since
such revenues did not meet the Registrant's recognition criteria. Such revenues
would need to be removed from the Registrant's financial statements as
previously issued. While the Management was attempting to gain access to
Cambodia for its independent registered public accounting firm, Mendoza Berger &
Co., LLP to audit the revenues from the Registrant's digit games lottery
operations, on March 25, 2009, the Registrant was officially notified by the
letter from its legal counsel in Cambodia that the digit games lottery
operations were suspended by the Cambodian government, and that no access would
be granted to the records of those operations. The Registrant had previously
acquired an 18 year license to conduct nationwide lottery in Cambodia, through
its subsidiary, M2B Commerce Limited. Although it cannot be determined at this
time whether the suspension of the digit games lottery is temporary or
permanent, the government of Cambodia is currently closing the gaming business
by the order of its Ministry of Economy and Finance.
The Registrant's management has discussed the matters described in this
Item 4.02(a) with the Board of Directors and the members of the Audit Committee
of the Registrant and the Registrant's independent registered public accounting
firm, Mendoza Berger.
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 30, 2009 AMARU, INC.
By: /s/ Colin Binny
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Colin Binny
President