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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 6, 2006
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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 Middland 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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
As of March 6, 2006, the Company sold in its private placement a total
of 4,451,590 shares of its common stock, par value $0.001 per share, at a
purchase price of $3.00 per share for a total purchase price of $13,354,770 to
accredited investors only. Said total purchase amount up to date does not
include the previously reported sales in our report filed on Form 8-K on June
14, 2005. The Company paid estimated $762,490 (5.7%) for the total consulting
fees and commissions in connection with the placement. The total offering amount
of the private placement was increased by the Company to up to $27 million. The
Company plans to use the proceeds of its offering for content purchase, IPTV,
Integrated resort development and working capital.
The shares were offered and sold by the Company to investors whom the
Company had reasonable grounds to believe were "accredited investors" within the
meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended
(the "Securities Act"). The issuance of the shares was exempt from the
registration requirements of the Securities Act by reason of Section 4(2) of the
Securities Act and the rules and regulations, including Regulation D and/or
Regulation S thereunder, as transactions by an issuer not involving a public
offering.
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 9, 2006 AMARU, INC.
By: /s/ Colin Binny
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Colin Binny
President