<page>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-Q / A-1
                          Amendment no. 1 to Form 10-Q


                                    Mark one:
                 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        For Quarter Ended March 31, 2008

                                       OR

            [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934.

                    For the transition period from to _______

                        Commission File Number 000-50065

                                   Amaru, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter.)

             Nevada                                   88-0490089
           ----------                                 ----------
    (State of Incorporation)              (IRS Employer Identification No.)


             112 Middle Road, #08-01 Midland House, Singapore 188970
            --------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (65) 6332 9287

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [X]       No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer |_|        Non-accelerated filer |_|
Accelerated filer  |_|             (Do not check if a smaller reporting company

                                   Smaller reporting company |X|


Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.

Yes [ ]       No [X]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock $0.001 par value                        159,431,861 shares
-----------------------------                ---------------------------------
          (Class)                             (Outstanding at March 31, 2009)


<page>



                           AMARU, INC. AND SUBSIDARIES
                     2008 Quarterly Report on Form 10-Q/A-1
                                Table of Contents



PART I:  FINANCIAL INFORMATION
--------------------------------------------------------------------------------

ITEM 1:  CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets                                                  F-2
Consolidated Statements of Income                                            F-3
Consolidated Statement of Stockholders' Equity and
  Comprehensive Income                                                F-4 to F-5
Consolidated Statements of Cash Flows                                        F-6
Notes to Consolidated Financial Statements                           F-7 to F-29

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS                                        1

ITEM 3:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK            6

ITEM 4:  CONTROLS AND PROCEDURES                                               8


PART II:  OTHER INFORMATION
--------------------------------------------------------------------------------

ITEM 1:  LEGAL PROCEEDINGS                                                    10
ITEM 1A: RISK FACTORS                                                         10
ITEM 2:  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS          13
ITEM 3:  DEFAULTS UPON SENIOR SECURITIES                                      13
ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITIY HOLDERS                 13
ITEM 5:  OTHER INFORMATION                                                    13
ITEM 6:  EXHIBITS                                                             13

SIGNATURES


EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q, or this Form 10-Q/A-1, amends and restates in
its entirety Amaru, Inc.'s Quarterly Report on Form 10-Q, for the period ended
March 31, 2008, which was initially filed with the Securities and Exchange
Commission on May 7, 2008, the "Original Filing".

This Quarterly Report restates and supplements the disclosure provided in the
Original Filing for Items 1, 2, 3, and 4 under Part I in accordance with the
previously made disclosure on Form 8-K filed on March 31, 2009. This Quarterly
Report includes the unaudited consolidated financial statements and related
notes, which have been restated and changed from the information and disclosure
reported in the Original Filing.

As required by Rule 12b-15 under the Securities Exchange Act of 1934, as
amended, new certifications of our principal executive officer and principal
financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, are filed as exhibits to Amendment No. 1.

Except as otherwise noted, this Quarterly Report does not include disclosure or
information reflecting any event that occurred subsequent to May 7, 2008, the
filing date of the Original Filing. Such events include, among others, the
events described in Amaru Inc.'s current reports on Form 8-K and quarterly
reports on Form 10-Q that were filed after the date of the Original Filing.




<page>

                          AMARU, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


                                                       MARCH 31,    DECEMBER 31,
                                                        2008            2007
                                                     -----------     -----------
                                                     (Unaudited)

ASSETS
Current assets
Cash and cash equivalents                            $ 1,221,342     $ 2,322,541
Accounts receivable, net of allowance                  9,647,382      10,244,589
  of $108,815 and $54,154 at March 31, 2008
  and December 31, 2007 respectively
Equity securities held for trading                     2,924,000       2,924,000
Other current assets                                   4,174,503       4,246,947
Inventories                                            1,148,415       1,157,248
Investments available for sale                         2,402,613       2,402,613
                                                     -----------     -----------
Total current assets                                  21,518,255      23,297,938
                                                     -----------     -----------

Non-current assets
Property and equipment, net                            1,625,344       1,797,146

Intangible assets, net                                25,443,895      25,693,066
Associate                                              4,932,915       4,942,283
Investments available for sale                         2,373,934       4,911,345
                                                     -----------     -----------

Total non-current assets                              34,376,088      37,343,840
                                                     -----------     -----------
Total assets                                         $55,894,343     $60,641,778
                                                     ===========     ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses                $ 2,561,063     $ 3,068,613
Others payable                                           140,002         100,005
Advances from related parties                            167,203         155,313
Finance lease liabilities                                 11,237          10,746
Income taxes payable                                       5,428           5,428
                                                     -----------     -----------

Total current liabilities                              2,884,933       3,340,105
                                                     -----------     -----------
Deferred tax liabilities                               1,199,068       1,672,801

Hire purchase creditor                                    57,117          57,306
                                                     -----------     -----------

Total non-current liabilities                          1,256,185       1,730,107
                                                     -----------     -----------
Total liabilities                                      4,141,118       5,070,212

Minority interest                                      4,435,398       4,619,381

Commitments                                                   --              --

Stockholders' equity
Preferred stock (par value $0.001) 5,000,000                  --              --
  shares authorized;
  0 shares issued and outstanding at March 31,
  2008 and December 31, 2007, respectively

Common stock (par value $0.001) 200,000,000              159,431         159,431
  shares authorized;159,431,861 and 159,431,861
  shares issued and outstanding at March 31,
  2008 and December 31, 2007, respectively

Additional paid-in capital                            42,918,666      42,918,666

Subscribed common stock, 0 and 0 shares at
  March 31, 2008 and December 31, 2007                        --              --
  respectively

Retained earnings                                      3,298,425       5,650,447

Accumulated other comprehensive income                   941,305       2,223,641
                                                     -----------     -----------

Total stockholders' equity                            51,753,225      55,571,566
                                                     -----------     -----------

Total liabilities and shareholders' equity           $55,894,343     $60,641,778
                                                     ===========     ===========

           See accompanying notes to consolidated financial statements

                                       F-2


<page>
<TABLE>
<S>       <C>
                                 AMARU, INC. & SUBSIDIARIES
                             CONSOLIDATED STATEMENTS OF INCOME
                                        (UNAUDITED)

                                                             FOR THE THREE MONTHS ENDED
                                                            MARCH 31,          MARCH 31,
                                                              2008                2007
                                                          -------------      -------------

Revenue:

Entertainment                                             $      34,993      $      10,249
Digit gaming                                                         --          5,476,826
                                                          -------------      -------------
Total revenue                                                    34,993          5,487,075

Cost of services                                               (163,045)        (5,423,501)
                                                          -------------      -------------

Gross profit (loss)                                            (128,052)            63,574

Distribution costs                                             (986,116)          (309,647)
Administrative expenses                                      (1,038,502)        (1,672,296)
                                                          -------------      -------------
Total expenses                                               (2,024,618)        (1,981,943)
                                                          -------------      -------------

(Loss) Income from operations                                (2,152,670)        (1,918,369)

Other expenses (income)
   Interest expenses                                                543                 --
   Interest income                                               (5,443)           (13,682)
   Gain on disposal of equipment                                 (1,888)                --
   Loss on disposal of investment available for sales           397,755                 --
   Gain on dilution of interest in subsidiary                        --         (2,483,871)
   Share of loss (profit) of associate                            9,368             (7,539)
                                                          -------------      -------------

(Loss) Income before income taxes                            (2,553,005)           586,723

Benefit for income taxes                                         17,000            163,513
                                                          -------------      -------------
Net (loss) income                                            (2,536,005)     $     750,236
                                                          =============      =============
Attributable to:
Equity holders of the company                                (2,352,022)           830,250
Minority interest                                              (183,983)           (80,014)
                                                          -------------      -------------
Net (loss) income                                            (2,536,005)           750,236
                                                          =============      =============

Earnings per share
- basic and diluted                                       $      (0.016)     $       0.005
                                                          =============      =============
Weighted average number of common shares outstanding
- basic and diluted                                         159,431,861        153,784,306
                                                          =============      =============


                See accompanying notes to consolidated financial statements

                                            F-3



<page>

                                                  AMARU, INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                                                          (UNAUDITED)


                                  PREFERRED STOCK               COMMON STOCK
                              -------------------------   ------------------------
                                NUMBER          PAR                         PAR        ADDITIONAL   SUBSCRIBED
                                  OF           VALUE       NUMBER OF       VALUE        PAID-IN       COMMON        RETAINED
                                SHARES        ($0.001)      SHARES        ($0.001)      CAPITAL       STOCK         EARNINGS
                              -----------   -----------   -----------   -----------   -----------   -----------    -----------

Balance at
  December 31, 2006                    --            --   153,638,528   $   153,638   $38,942,126   $   189,000    $ 2,084,908

Subscribed common
  Stock issued                         --            --       420,000           420       188,580      (189,000)            --

Common stock issued
  for services                         --            --        40,000            40        59,960            --             --

Common stock issued
 in exchange for prepayment
 of investment                         --            --     5,333,333         5,333     3,728,000            --             --

Contribution from
  minority interest                    --            --            --            --            --            --             --

Gain on dilution of
  interest in
  subsidiary                           --            --            --            --            --            --             --

Net income                             --            --            --            --            --            --      3,565,539

Change in fair value
  of available for-sale-
  equity securities,
  net of tax                           --            --            --            --            --            --             --

Comprehensive
  income
                              -----------   -----------   -----------   -----------   -----------   -----------    -----------
Balance at
December 31, 2007                      --            --   159,431,861   $   159,431   $42,918,666            --    $ 5,650,447
                              ===========   ===========   ===========   ===========   ===========   ===========    ===========


(CONTINUED ON NEXT PAGE)

                                                              F-4


<page>

(CONTINUED FROM PREVIOUS PAGE)


                                    ACCUMULATED OTHER
                                  COMPREHENSIVE INCOME
                               ----------------------------
                                CURRENCY                                            TOTAL
                               TRANSLATION      FAIR VALUE       MINORITY        SHAREHOLDERS'
                                 RESERVE         RESERVE         INTEREST           EQUITY
                               ------------    ------------     ------------     ------------

Balance at
  December 31, 2006            $     12,927    $  3,664,647     $         --     $ 45,047,246

Subscribed common
  Stock issued                           --              --               --               --

Common stock issued
  for services                           --              --               --           60,000

Common stock issued
 in exchange for prepayment
 of investment                           --              --               --        3,733,333

Contribution from
  minority interest                      --              --        5,580,000        5,580,000

Gain on dilution of
  interest in
  subsidiary                             --              --       (2,483,872)      (2,483,872)

Net income                               --              --        1,523,253        5,088,792

Change in fair value
  of available for-sale-
  equity securities,
  net of tax                             --      (1,453,933)              --       (1,453,933)
                                                                                 ------------
Comprehensive
  income                                                                            3,634,859
                               ------------    ------------     ------------     ------------
Balance at
  December 31, 2007            $     12,927    $  2,210,714     $  4,619,381     $ 55,571,566
                               ============    ============     ============     ============

                  See accompanying notes to consolidated financial statements

                                             F-4A

<page>


                                              AMARU, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                                                       (UNAUDITED)


                           PREFERRED STOCK              COMMON STOCK
                      -------------------------   -------------------------
                        NUMBER          PAR                        PAR        ADDITIONAL    SUBSCRIBED
                          OF           VALUE       NUMBER OF      VALUE         PAID-IN        COMMON        RETAINED
                        SHARES        ($0.001)      SHARES       ($0.001)       CAPITAL         STOCK        EARNINGS
                      -----------   -----------   -----------   -----------   -----------   -------------   -----------

Balance at
  December 31, 2007            --            --   159,431,861   $   159,431   $42,918,666   $          --   $ 5,650,447

Net loss                       --            --            --            --            --              --    (2,352,022)

Change in
  fair value
  of available
  for-sale- equity
  securities,
  net of tax                   --            --            --            --            --              --            --

Comprehensive
  income
                      -----------   -----------   -----------   -----------   -----------   -------------   -----------
Balance at
  March 31, 2008               --            --   159,431,861   $   159,431   $42,918,666   $          --   $ 3,298,425
                      ===========   ===========   ===========   ===========   ===========   =============   ===========

(CONTINUED ON NEXT PAGE)

                                                           F-5




<page>


(CONTINUED FROM PREVIOUS PAGE)


                            ACCUMULATED OTHER
                           COMPREHENSIVE INCOME
                       -----------------------------
                        CURRENCY                                             TOTAL
                       TRANSLATION       FAIR VALUE        MINORITY      SHAREHOLDERS'
                         RESERVE           RESERVE         INTEREST          EQUITY
                       ------------     ------------     ------------     ------------

Balance at
  December 31, 2007    $     12,927     $  2,210,714     $  4,619,381     $ 55,571,566

Net loss                         --               --         (183,983)      (2,536,005)

Change in
  fair value
  of available
  for-sale- equity
  securities,
  net of tax                     --       (1,282,336)              --       (1,282,336)
                                                                          ------------
Comprehensive
  income                                                                    (3,818,341)
                       ------------     ------------     ------------     ------------

Balance at
  March 31, 2008       $     12,927     $    928,378     $  4,435,398     $ 51,753,225
                       ============     ============     ============     ============


              See accompanying notes to consolidated financial statements

                                          F-5A



<page>

                                    AMARU, INC. & SUBSIDIARIES
                               CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                      FOR THE THREE MONTHS ENDED
                                                                     ----------------------------
                                                                      March 31,        March 31,
                                                                        2008              2007
                                                                     -----------      -----------
                                                                     (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income (loss)                                                $(2,536,005)     $   750,236
    Share of loss (profit) of associate                                    9,368           (7,539)
    Adjustments to reconcile net income to cash and cash
    equivalents used or provided by operations:
    Amortization                                                         298,135          803,881
    Depreciation                                                         170,699          113,655
    Gain on disposal of equipment                                         (1,888)              --
    Loss on disposal of investment available for sales                   397,755               --
    Defer tax                                                            (17,000)        (163,513)
    Acquisition of investment in exchange for account receivable              --       (1,700,000)
    Gain on dilution of interest in subsidiary                                --       (2,483,871)
    Common stock issued for services                                          --           60,000

 Changes in operation assets and liabilities
    Accounts receivables                                                 597,207       (1,693,403)
    Inventories                                                            8,833           71,672
    Other receivables                                                         --           30,841
    Others current assets                                                 72,444          (17,707)
    Accounts payable and accrued expenses                               (507,550)        (191,455)
    Other payables                                                        39,997          105,784
                                                                     -----------      -----------
Net cash used in operating activities                                 (1,468,005)        (934,613)
                                                                     -----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition of equipment                                                  --         (164,531)
    Proceeds from disposal of equipment                                    2,991               --
    Acquisition of software and film library                             (48,964)              --
    Acquisition of intangible assets                                          --       (1,018,033)
    Proceeds from disposal of investment available for sale              400,587               --
                                                                     -----------      -----------
Net cash generated from (used in) investing activities                   354,614       (1,182,564)
                                                                     -----------      -----------
CASH PROVIDED FROM FINANCING ACTIVITIES
   Advance from related parties                                           11,890               --
   Repayments of obligations under finance leases                         (2,723)              --
   Capital contributed by minority shareholders                               --        5,580,000
                                                                     -----------      -----------
Net cash provided by financing activities                                  9,167        5,580,000
                                                                     -----------      -----------
Effect of exchange rate changes on cash and cash equivalents               3,025               --
                                                                     -----------      -----------

Cash flows from all activities                                        (1,101,199)       3,462,823

Cash and cash equivalents at beginning of period                       2,322,541        2,294,984
                                                                     -----------      -----------

Cash and cash equivalents at end of period                           $ 1,221,342      $ 5,757,807
                                                                     ===========      ===========


SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND
INVESTING ACTIVITIES:
Acquisition of investments (1)                                       $        --      $ 1,700,000
                                                                     ===========      ===========


(1)   On February 15, 2007, the Company through its subsidiary, M2B World Asia
      Pacific Pte. Ltd. subscribed for additional 4% interest in an investment
      for $1.7 million in exchange for the settlement of an investment for $1.7
      million in exchange for the settlement of an accounts receivable from the
      investee company.


                    See accompanying notes to consolidated financial statements

                                                F-6

</TABLE>


<page>

                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2008 AND 2007

1. BASIS OF PRESENTATION AND REORGANIZATION

    1.1 Description of Business

        Amaru, Inc. (the "Company") is in the business of broadband
        entertainment-on-demand, streaming via computers, television sets, PDAs
        (Personal Digital Assistant) 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, broadband hosting and streaming services and
        E-commerce.

        The Company is also in the business of digit gaming (lottery). The
        Company has an 18 year license to conduct nation wide lottery in
        Cambodia. The Company through its subsidiary, M2B Commerce Limited,
        signed an agreement with Allsports International Ltd, a British Virgin
        Islands company to operate and conduct digit games in Cambodia and to
        manage the digit games activities in Cambodia. The digit game lottery
        operations have been suspended by the government of Cambodia in March,
        2009, and it cannot be determined at this time whether the suspension of
        the digit games lottery is temporary or permanent, see Note 14.

        The key business focus of the Company is to establish itself as the
        leading provider and creator of a new generation of
        Entertainment-on-Demand and E-Commerce Channels on Broadband, and 3G
        (Third Generation) devices.

        The Company delivers both wire and wireless solutions, streaming via
        computers, TV sets, PDAs and 3G hand phones.

        At the same time the Company launches e-commerce channels (portals) that
        provide on-line shopping and pay per view services but with a
        difference, merging two leisure activities of shopping and
        entertainment. The entertainment channels are designed to drive and
        promote the shopping portals, and vice versa.

        The Company's business model in the area of broadband entertainment
        includes e-services, which would provide the Company with multiple
        streams of revenue. Such revenues would be derived from advertising and
        branding (channel and program sponsorship); on-line subscriptions;
        online games micro-payments; channel/portal development (digital
        programming services); content aggregation and syndication; broadband
        consulting services; on-line shopping turnkey solutions; broadband
        hosting and streaming services; E-commerce commissions and on-line
        dealerships; and digit game operations.

    1.2 Recent Accounting Standards and Pronouncements

        In June 2006, the Financial Accounting Standards Board ("FASB") issued
        Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an
        Interpretation of FASB Statement No. 109, Accounting for Income Taxes
        ("FIN 48"), to create a single model to address accounting for
        uncertainty in tax positions. FIN 48 clarifies the accounting for income
        taxes by prescribing a minimum recognition threshold a tax position is
        required to meet before being recognized in the financial statements.
        FIN 48 also provides guidance on derecognition, measurement,
        classification, interest and penalties, accounting in interim periods,
        disclosure and transition. FIN 48 is effective for fiscal years
        beginning after December 15, 2006. The Company adopted FIN 48 on January
        1, 2007. The adoption of FIN 48 did not have an impact on the Company's
        opening retained earnings.

        In September 2006, the FASB issued Statement of Financial Accounting
        Standard ("SFAS") No. 157, "Fair Value Measurements" ("SFAS No. 157").
        SFAS No. 157 clarifies the principle that fair value should be based on
        the assumptions market participants would use when pricing an asset or
        liability and establishes a fair value hierarchy that prioritizes the
        information used to develop those assumptions. Under the standard, fair
        value measurements would be separately disclosed by level within the
        fair value hierarchy. In February 2008, the FASB issued two Staff
        Positions that amend SFAS No. 157. The first FASB Staff Position (FSP),
        No. FAS 157-1, excludes from the scope of SFAS No. 157 accounting
        pronouncements that address fair value measurements for purposes of
        lease classification and measurement. The second FSP, No. FAS 157-2,
        delays the effective date of SFAS No. 157 for nonfinancial assets and
        nonfinancial liabilities, except for items that are

        recognized or disclosed at fair value in the financial statements on a
        recurring basis (at least annually). SFAS 157 is effective for the
        Company on January 1, 2008, except for nonfinancial assets and
        nonfinancial liabilities

                                       F-7


<page>

                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2008 AND 2007

        that are not recognized or disclosed at fair value on a recurring basis
        for which its effective date is January 1, 2009. The adoption of this
        statement did not have a material impact on its Consolidated Financial
        Statements.

        Financial assets recorded at fair value on the Consolidated Balance
        Sheets are categorized as follows:

         Level 1:  Quoted prices (unadjusted) in active markets for identical
                   assets or liabilities, as applicable, that the reporting
                   entity has the ability to access at the measurement date.

         Level 2:  Quoted prices in markets, other than quoted prices included
                   in Level 1, that are not active or inputs that are observable
                   either directly or indirectly for substantially the full term
                   of the asset or liability, as applicable, Level 2 inputs
                   include the following:

                   a)   Quoted prices for similar assets or liabilities in
                        active markets;
                   b)   Quoted prices for identical or similar assets or
                        liabilities in non-active markets;
                   c)   Inputs other than quoted market prices which are
                        observable for the asset or liability; and
                   d)   Inputs that are derived principally from or corroborated
                        by observable market data by correlation or other means.

         Level 3:  Prices or valuation techniques that require inputs which are
                   both unobservable and significant to the overall fair value
                   measurement of the asset or liability, as applicable. They
                   may reflect management's own assumptions about the
                   assumptions a market participant would use in pricing the
                   asset or liability.

        The following table shows how our investments are categorized.
<TABLE>
<S>       <C>
                                             FAIR VALUE MEASUREMENT AT MARCH 31, 2008 USING:
                                   -----------------------------------------------------------------
                                        FAIR VALUE        QUOTED PRICES IN   PRICES OR VALUATION
                                     MEASUREMENTS AT       ACTIVE MARKETS        TECHNIQUES
                                      MARCH 31, 2008          (LEVEL 1)           (LEVEL 3)
DESCRIPTION                                ($)                   ($)                 ($)
----------------------------------------------------------------------------------------------------
Equity Securities Held for Trading        2,924,000          2,924,000                     --

Investments Available for Sale            3,896,883          1,494,270              2,402,613
</TABLE>

        In February 2007, the FASB issued Statement of Financial Accounting
        Standards No. 159, The Fair Value Option for Financial Assets and
        Financial Liabilities. SFAS No. 159 permits entities to choose to
        measure many financial assets and financial liabilities at fair value.
        Unrealized gains and losses on items for which the fair value option has
        been elected are reported in net income. SFAS No. 159 is effective for
        fiscal years beginning after November 15, 2007 and interim periods
        within those fiscal years. Upon adoption of this Statement, the Company
        did not elect SFAS No. 159 option for existing financial assets and
        liabilities and therefore adoption of SFAS No. 159 did not have any
        impact on its Consolidated Financial Statements.



                                       F-8

<page>


                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2008 AND 2007


        In December 2007, the FASB issued Statement of Financial Accounting
        Standards No. 141 (revised 2007), Business Combinations ("SFAS 141R").
        SFAS 141R established principles and requirements for how an acquiring
        company recognizes and measures in its financial statements the
        identifiable assets acquired, the liabilities assumed, any
        noncontrolling interest if the acquired company and the goodwill
        acquired. SFAS 141R also established disclosure requirements to enable
        the evaluation of the nature and financial effects of the business
        combination. SFAS 141R is effective for fiscal periods beginning after
        December 15, 2008. The Company is currently evaluating the impact that
        SFAS 141R will have on its financial position and results of operations.

        In December 2007, the FASB issued Statement of Financial Accounting
        Standards No. 160, Noncontrolling Interests in Consolidated Financial
        Statements-an amendment of Accounting Research Bulletin No. 51 ("SFAS .
        160"). SFAS 160 establishes accounting and reporting standards of
        ownership interests in subsidiaries held by parties other than the
        parent, the amount of consolidated net income attributable to the parent
        and to the noncontrolling interest, changes in a parent's ownership
        interest and the valuation of retained noncontrolling equity investments
        when a subsidiary is deconsolidated. SFAS 160 also establishes
        disclosure requirements that clearly identify and distinguish between
        the interests of the parent and the interests of the noncontrolling
        owners. SFAS 160 is effective for fiscal periods beginning after
        December 15, 2008. The Company is currently evaluating the impact that
        SFAS 160 will have on its financial position and results of operations.

        In March 2008, the FASB issued SFAS No. 161, "Disclosures about
        Derivative Instruments and Hedging Activities -- an amendment of FASB
        Statement No. 133". This statement amends SFAS No. 133 by requiring
        enhanced disclosures about an entity's derivative instruments and
        hedging activities, but does not change SFAS No. 133's scope or
        accounting. SFAS No. 161 requires increased qualitative, quantitative
        and credit-risk disclosures about the entity's derivative instruments
        and hedging activities. SFAS 161 is effective for fiscal years, and
        interim periods within those fiscal years, beginning after November 15,
        2008, with earlier adoption permitted. The Company is currently
        evaluating the impact that SFAS 161 will have on its financial position
        and results of operations.


                                       F-9


<page>

                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2008 AND 2007


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    2.1 Principles of Consolidation

        The consolidated financial statements include the financial statements
        of Amaru, Inc. and its majority owned subsidiaries. All significant
        intercompany balances and transactions have been eliminated in
        consolidation. In addition, the Company evaluates its relationships with
        other entities to identify whether they are variable interest entities
        as defined by FASB Interpretation No. 46 (R) Consolidation of Variable
        Interest Entities ("FIN 46R") and to assess whether it is the primary
        beneficiary of such entities. If the determination is made that the
        Company is the primary beneficiary, then that entity is included in the
        consolidated financial statements in accordance with FIN 46(R).

    2.2 Use of Estimates

        The preparation of the consolidated financial statements in accordance
        with generally accepted accounting principles requires management to
        make estimates and assumptions relating to the reported amounts of
        assets and liabilities and the disclosure of contingent assets and
        liabilities at the date of the consolidated financial statements and the
        reported amounts of revenues and expenses during the period. Significant
        items subject to such estimates and assumptions include carrying amount
        of property and equipment, intangibles, valuation allowances of
        receivables and inventories. Actual results could differ from those
        estimates.

        Management has not made any subjective or complex judgments the
        application of which would result in any material differences in
        reported results.





                                      F-10


<page>

                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2008 AND 2007


    2.3 Cash and Cash Equivalents

        Cash and cash equivalents are defined as cash on hand, demand deposits
        and short-term, highly liquid investments readily convertible to cash
        and subject to insignificant risk of changes in value.

        Cash in banks and short-term deposits are held to maturity and are
        carried at cost. For the purposes of the consolidated statements of cash
        flows, cash and cash equivalents consist of cash on hand and deposits in
        banks, net of outstanding bank overdrafts.

        The Company monitors its liquidity risk and maintains a level of cash
        and cash equivalents deemed adequate by management to finance the
        Company's operations and to mitigate the effects of fluctuations in cash
        flows.

    2.4 Trade Accounts Receivable

        Trade accounts receivable, which generally have 30 to 90 day terms, are
        recorded at the invoiced amount less an allowance for any uncollectible
        amounts (if any) and do not bear interest. Amounts collected on trade
        accounts receivable are included in net cash provided by operating
        activities in the consolidated statements of cash flows. The allowance
        for doubtful accounts is the Company's best estimate of the amount of
        probable credit losses in the Company's existing accounts receivable.
        Account balances are charged off against the allowance after all means
        of collection have been exhausted and the potential for recovery is
        considered remote. Bad debts are written off as incurred. The Company
        does not have any off-balance sheet credit exposure related to its
        customers.

        The Company's primary exposure to credit risk arises through its trade
        accounts receivable. The credit risk on liquid funds is limited because
        the counterparties are banks with high credit ratings assigned by
        international credit-rating agencies.





                                      F-11

<page>

                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2008 AND 2007


        The Company's operations are conducted over the world wide web and some
        purchases are made from locations outside of Singapore.

                                                      FOR THE THREE MONTHS ENDED
                                                      --------------------------
                                                      MARCH 31,        MARCH 31,
                                                       2008             2007
                                                     ----------       ----------
Sales outside of the U.S.                            $   34,993       $5,487,030

Services purchased outside of the U.S.               $  163,045       $5,393,399

    2.5 Inventories

        Inventories are carried at the lower of cost or and net realizable
        value. Cost is calculated using first-in, first-out ("FIFO") method and
        comprises all costs of purchase, costs of conversion and other costs
        incurred in bringing the inventories to their present location and
        condition. Inventories comprised primarily of finished products used in
        the Company's IPTV service.

    2.6 Property and Equipment

        Property and equipment are stated at cost. Depreciation is computed
        using the straight-line method over the estimated useful lives of the
        assets for financial reporting purposes. Expenditures for major renewals
        and betterments that extend the useful lives are capitalized.
        Expenditures for normal maintenance and repairs are expensed as
        incurred. The cost of assets sold or abandoned and the related
        accumulated depreciation are eliminated from the accounts and any gains
        or losses are reflected in the accompanying consolidated statement of
        income of the respective period. The estimated useful lives of the
        assets range from 3 to 5 years.



                                      F-12


<page>

                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2008 AND 2007


    2.7 Intangible Assets

        Intangible assets consist of film library, gaming and software licence
        and product development costs. Intangible assets which were purchased
        and have indefinite lives are stated at cost less impairment losses and
        are tested for impairment at least annually in accordance with the
        provisions of FASB Statement No. 142, Goodwill and Other Intangible
        Assets.

        Intangible assets which were purchased for a specific period are stated
        at cost less accumulated amortization and impairment losses. Such
        intangible assets are reviewed for impairment in accordance with FASB
        Statement No. 144, Accounting for Impairment or Disposal of Long-Lived
        Assets. Such intangible assets are amortized over the period of the
        contract, which is 2 to 18 years.

        Included in the gaming license are the rights to a digit games license
        in Cambodia. The license is for a minimum period of 18 years commencing
        from June 1, 2005, with an option to extend for a further 5 years or
        such other period as may be mutually agreed.

        The Company capitalized the development and building cost related to the
        broad-band sites and infrastructure for the streaming system, most of
        which was developed in 2002 as product development costs. The Company
        projects that these development costs will be useful for up to 5 years
        before additional significant development needs to be done.

    2.8 Associate

        An associate is an entity over which the group has significant influence
        and that is neither a subsidiary nor an interest in a joint venture.
        Significant influence is the power to participate in the financial and
        operating policy decisions of the investee but is not control or joint
        control over those policies. The results and assets and liabilities of
        associates are incorporated in these financial statements using the
        equity method of accounting. Under the equity method, investments in
        associates are carried in the consolidated balance sheet at cost as
        adjusted for post-acquisition changes in the group's share of the net
        assets of the associate, less any impairment in the value of individual
        investments. Losses of an associate in excess of the group's interest in
        that associate (which includes any long-term interests that, in
        substance, form part of the Company's net investment in the associate)
        are not recognised, unless the group has incurred legal or constructive
        obligations or made payments on behalf of the associate.



                                      F-13

<page>

                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2008 AND 2007


        Any excess of the cost of acquisition over the Company's share of the
        net fair value of the identifiable assets, liabilities and contingent
        liabilities of the associate recognised at the date of acquisition is
        recognised as goodwill. The goodwill is included within the carrying
        amount of the investment and is assessed for impairment as part of the
        investment. Any excess of the Company's share of the net fair value of
        the identifiable assets, liabilities and contingent liabilities over the
        cost of acquisition, after reassessment, is recognised immediately in
        the consolidated profit and loss statement.

        Where a group entity transacts with an associate of the group, profits
        and losses are eliminated to the extent of the group's interest in the
        relevant associate.

    2.9 Investments

        The Company classifies its investments in marketable equity and debt
        securities as "available-for-sale", "held to maturity" or "trading" at
        the time of purchase in accordance with the provisions of Statement of
        Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain
        Investments in Debt and Equity Securities" ("SFAS No. 115"). Equity
        securities held for trading as of March 31, 2008 and December 31, 2007
        totaled $2,924,000.

        Available-for-sale securities are carried at fair value with unrealized
        gains and losses, net of related tax, if any, reported as a component of
        other comprehensive income (loss) until realized. Realized gains and
        losses from the sale of available-for-sale securities are determined on
        a specific-identification basis. A decline in the market value of any
        available-for-sale security below cost that is deemed to be other than
        temporary will result in an impairment, which is charged to earnings.

        Available-for-sale securities that are not publicly traded or have
        resale restrictions greater than one year are accounted for at cost. The
        Company's cost method investments include companies involved in the
        broadband and entertainment industry. The Company uses available
        qualitative and quantitative information to evaluate all cost method
        investment impairments at least annually.



                                      F-14


<page>

                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2008 AND 2007


    2.10 Valuation of Long-Lived Assets

        The Company evaluates the carrying value of long-lived assets to be held
        and used, other than intangible assets with indefinite lives, when
        events or circumstances warrant such a review. No impairment losses were
        recorded for the three months ended March 31, 2008 and the year ended
        December 31, 2007.

    2.11 Investments at fair value through profit and loss

        An instrument is classified as at fair value through profit or loss if
        it is held for trading or is designated as such upon initial
        recognition. Financial instruments are designated as fair value through
        profit or loss if the Company manages such investments and makes
        purchase and sales decisions based on their fair value. Upon initial
        recognition, attributable transaction costs are recognised in the income
        statement when incurred. Financial instruments at fair value through
        profit or loss are measured at fair value, and changes therein are
        recognized in the income statement.

    2.12 Advances from Related Party

        Advances from related party are unsecured, non-interest bearing and
        payable on demand.

    2.13 Leases

        Leased assets in which the Company assumes substantially all the risks
        and rewards of ownership are classified as finance leases. Upon initial
        recognition, property, plant and equipment acquired through finance
        leases are capitalized at the lower of its fair value and the present
        value of the minimum lease payments. Subsequent to recognition, the
        asset is accounted for in accordance with the accounting policy
        applicable to that asset. Leased assets are depreciated over the shorter
        of the lease term and their useful lives. Lease payments are apportioned
        between finance expense and reduction of the lease liability. The
        finance expense is allocated to each period during the lease term so as
        to produce a constant periodic rate of interest on the remaining balance
        of the liability. Contingent lease payments are accounted for by
        revising the minimum lease payments over the remaining term of the lease
        when the lease adjustment is confirmed.

        On November 1, 2007, the Company sub-leased the office premises of M2B
        World Inc, a wholly owned subsidiary of the Company in Los Angeles,
        California as part of its efforts to streamline its operations and
        reduce operating costs.





                                      F-15

<page>

                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2008 AND 2007


    2.14 Foreign Currency Translation

        Transactions in foreign currencies are translated at foreign exchange
        rates ruling at the dates of the transactions. Monetary assets and
        liabilities denominated in foreign currencies at the balance sheet date
        are translated into US dollars at foreign exchange rate ruling at that
        date. Non-monetary assets and liabilities measured at cost in a foreign
        currency are translated using exchange rates at the date of the
        transaction. Foreign currency transaction gains and losses are included
        in determining net income and were not significant.

    2.15 Revenues

        Subscription and related services revenues are recognized over the
        period that services are provided. Advertising and sponsorship revenues
        are recognized as the services are performed or when the goods are
        delivered. Licensing and content syndication revenue is recognized when
        the license period begins, and the contents are available for
        exploitation by customer, pursuant to the terms of the license
        agreement. Gaming revenue is recognized as earned net of winnings.
        E-commerce commissions are recognized as received. Broadband consulting
        services and on-line turnkey solutions revenue are recognized as earned.

    2.16 Costs of Services

        The cost of services pertaining to advertising and sponsorship revenue
        and subscription and related services are cost of bandwidth charges,
        channel design and alteration, copyright licensing, and hardware hosting
        and maintenance costs. The cost of services pertaining to E-commerce
        revenue is channel design and alteration, and hardware hosting and
        maintenance costs. The cost of services pertaining to gaming is for
        managing and operating the operations and gaming centers. All these
        costs are accounted for in the period its was incurred.

    2.17 Income Taxes

        Deferred income taxes are determined using the liability method in
        accordance with Statement of Financial Accounting Standards ("SFAS") No.
        109, Accounting for Income Taxes. Deferred tax assets and liabilities
        are recognized for the future tax consequences attributable to
        differences between the financial statement carrying amounts of existing
        assets and liabilities and their respective tax bases. Deferred income
        taxes are measured using enacted tax rates expected to apply to taxable
        income in years in which such temporary differences are expected to be
        recovered or settled. The effect on deferred income taxes of a change in
        tax rates is recognized in the statement of income of the period that
        includes the enactment date. In addition, a valuation allowance is
        established to reduce any deferred tax asset for which it is determined
        that it is more likely than not that some portion of the deferred tax
        asset will not be realized.


                                      F-16

<page>

                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2008 AND 2007


    2.18 Earnings (Loss) Per Share

        In February 1997, the Financial Accounting Standards Board (FASB) issued
        FAS No. 128 "Earnings Per Share" which requires the Company to present
        basic and diluted earnings per share, for all periods presented. The
        computation of earnings per common share (basic and diluted) is based on
        the weighted average number of shares actually outstanding during the
        period. The Company has no common stock equivalents, which would dilute
        earnings per share.

    2.19 Financial Instruments

        The carrying amounts for the Company's cash, other current assets,
        accounts payable, accrued expenses and other liabilities approximate
        their fair value.

    2.20 Advertising

        The cost of advertising is expensed as incurred. For the three months
        ended March 31, 2008 and 2007, the Company incurred advertising expenses
        of $32,281 and $205,429 respectively.

    2.21 Reclassifications

        Certain amounts in the previous periods presented have been reclassified
        to conform to the current year financial statement presentation.


                                      F-17

<page>

                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2008 AND 2007


3.  EQUITY SECURITIES HELD FOR TRADING

                                                      March 31,     December 31,
                                                        2008            2007
                                                     ----------      ----------
Quoted equity security, at fair value                $2,924,000      $2,924,000
                                                     ==========      ==========

    The fair value of quoted security is based on the quoted closing market
    price on the date of Sale and Purchase agreement. The investment in quoted
    equity security at fair value includes an impairment loss of US$0.48
    million.

    The investments in quoted equity securities comprised of 34,000,000 common
    shares of PT Agis at the market value of $0.086 per share.

    The Company's equity securities held for trading investment is denominated
    in Indonesian Ruppiah.


4.  OTHER CURRENT ASSETS

    Other current assets consist of the following:

                                                     MARCH 31,      DECEMBER 31,
                                                       2008             2007
                                                    ----------       ----------
    Prepayments                                     $  110,833       $  169,641
    Prepayments for investment                       3,733,333        3,733,333
    Deposits                                           170,460          171,095
    Other receivables                                  159,877          172,878
                                                    ----------       ----------
                                                    $4,174,503       $4,246,947
                                                    ==========       ==========

5.  PROPERTY AND EQUIPMENT

    Property and equipment consist of the following:

                                                   MARCH 31,        DECEMBER 31,
                                                     2008              2007
                                                  -----------       -----------
    Office equipment                              $ 1,141,039       $ 1,148,013
    Motor vehicle                                     112,563           112,563
    Furniture, fixture and fittings                   602,655           596,790
    Set-top boxes                                     842,437           842,494
                                                  -----------       -----------
                                                    2,698,694         2,699,860
      Accumulated depreciation                     (1,073,350)         (902,714)
                                                  -----------       -----------
                                                  $ 1,625,344       $ 1,797,146
                                                  ===========       ===========

    Depreciation expense was $170,699 for the three months ended March 31, 2008
    and $113,655 for the three months ended March 31, 2007.

                                      F-18

<page>

                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2008 AND 2007


6.  INTANGIBLE ASSETS

    Intangible assets consist of the following:

                                                 MARCH 31,         DECEMBER 31,
                                                   2008                2007
                                                ------------       ------------
    INDEFINITE LIVES
    Film library                                $ 17,761,052       $ 17,759,080
                                                ------------       ------------
                                                  17,761,052         17,759,080
                                                ------------       ------------
    DEFINITE USEFUL LIVES
    Film library                                   5,377,464          5,331,930
    Gaming license                                 7,090,000          7,090,000
    Product development expenditures                 720,679            719,220
    Software license                                  12,649             12,649
                                                ------------       ------------
                                                  13,200,792         13,153,799
    Accumulated amortization                      (5,517,949)        (5,219,813)
                                                ------------       ------------
                                                   7,682,843          7,933,986
                                                ------------       ------------
                                                $ 25,443,895       $ 25,693,066
                                                ============       ============

    Amortization expense was $298,135 for the three months ended March 31, 2008
    and $803,881 for the three months ended March 31, 2007.

    Intangible assets purchased and have indefinite lives are stated at cost
    less impairment losses are tested for impairment at least annually in
    accordance with the provisions of FASB Statement No. 142, Goodwill and Other
    Intangible Assets.


    FILM LIBRARY WITH INDEFINITE LIVES

    Intangible assets of the Company which have been classified as having
    indefinite useful lives relate to film library rights acquired for
    perpetuity by the Company.

    Film costs are stated at the lower of estimated net realizable value
    determined on an individual film basis, or cost. Film costs represent the
    acquisition of film rights for cash.

    The Company maintains distribution rights to these films for which it has no
    financial obligations to third parties.

    The Company is currently directing all its time and efforts towards building
    its broadband business.


                                      F-19

<page>

                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2008 AND 2007


    The Company evaluates the recoverability of its long lived assets in
    accordance with the provisions of Statement of Financial Accounting
    Standards No. 142 "Goodwill and the Intangible Assets," in which intangible
    assets purchased and which have indefinite lives are stated at cost less
    impairment losses and are tested for impairment at least annually.

    Recoverable amount is the higher of fair value less costs to sell and value
    in use. In assessing value in use, the estimated future cash flows are
    discounted to their present value using a pre-tax discount rate that
    reflects current market assessments of the time value of money and the risks
    specific to the asset. The use of a discounted cash flow model often
    involves the use of significant estimates and assumptions. Estimates are
    based upon assumptions about future demand and market conditions and can
    vary significantly. When necessary, the Company uses internal cash flow
    estimates, quoted market prices or appraisals, as appropriate, to determine
    fair value. If the recoverable amount of an asset is estimated to be less
    than its carrying amount, the carrying amount of the asset is reduced to its
    recoverable amount. An impairment loss is recognized immediately in the
    profit and loss statement, unless the relevant asset is carried at a
    revalued amount, in which case the impairment loss is treated as a
    revaluation decrease.

    The estimation of fair value is in accordance with AICPA Statement of
    Position 00-2, Accounting by Producers and Distributors of Film. Actual
    results may differ from estimates and as a result the estimation of fair
    values may be adjusted in the future.

    Valuations were performed on January 4, 2007 for the assessments of
    impairment of the Company's 100% ownership of the film library, which
    reflected a higher value from its cost. The methods of valuation used by the
    Company consisted of a discounted cash flow model, as well as sales
    transactions comparison method and market earnings/multiples method. Based
    on careful analysis of information available, the estimation for the
    investment value of the film library currently ranges from $400 million to
    $663 million.

    ASSETS WITH DEFINITE USEFUL LIVES

    Intangible assets which were purchased for a specific period are stated at
    cost less accumulated amortization and impairment losses. Such intangible
    assets are reviewed for impairment in accordance with FASB Statement No.
    144, Accounting for Impairment or Disposal of Long-Lived Assets. Such
    intangible assets are amortized over the period of the contract, which is 2
    to 18 years.

    Included in the gaming license are the rights to a digit games license in
    Cambodia. The license is for a minimum period of 18 years commencing from
    June 1, 2005, with an option to extend for a further 5 years or such other
    period as may be mutually agreed. The Company capitalized the development
    and building cost related to the broad-band sites and infrastructure for the
    streaming system, most of which was developed in 2002 as product development
    costs. The Company projects that these developments costs will be useful for
    up to five years before additional significant development needs to be done.


                                      F-20

<page>

                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2008 AND 2007


7.  ASSOCIATE

                                                    MARCH 31,       DECEMBER 31,
                                                      2008             2007
                                                   -----------      -----------
    Fair value of investment in associate          $ 3,693,650      $ 3,693,650
    Goodwill                                         1,272,465        1,272,465
    Share of post-acquisition loss                     (33,200)         (23,832)
                                                   -----------      -----------
                                                   $ 4,932,915      $ 4,942,283
                                                   ===========      ===========

    Details of the Company's associate as at March 31, 2008 are as follows:

      Name of Business :        121 View Corporation (SEA) Ltd

      Place of Incorporation :  British Virgin Islands

      Principle of Activity :   Digital signage solutions

      Proportion of           :     MARCH 31, 2008          DECEMBER 31, 2007
      Ownership Interest            --------------          -----------------
                                        30.1%                     30.1%

    One of the directors of the Company has interests in the associated company
    and one of the directors of the Company is also a director in the associated
    company.



                                      F-21

<page>

                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2008 AND 2007


    Summarised financial information in respect of the Company's associate is
    set out below:

<TABLE>
<S>       <C>
                                                           MARCH 31,      DECEMBER 31,
                                                             2008            2007
                                                          -----------     -----------
    Total assets                                          $ 9,332,844     $ 9,353,100
    Total liabilities                                         (26,055)        (23,562)
                                                          -----------     -----------
    Net assets                                            $ 9,306,789     $ 9,329,538
                                                          ===========     ===========

    Company's share of associate's net assets             $ 2,801,343     $ 2,808,191
                                                          ===========     ===========

    Revenue                                               $     1,080     $   163,574
                                                          ===========     ===========

    Loss for the period                                   $   (21,806)    $   (77,735)
                                                          ===========     ===========

    Company's share of associate's loss for the period    $    (9,368)    $   (23,832)
                                                          ===========     ===========
</TABLE>



                                      F-22


<page>

                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2008 AND 2007



8.  INVESTMENTS AVAILABLE-FOR-SALE

    Investments available-for-sale consist of the following:

                                                    MARCH 31,       DECEMBER 31,
                                                      2008              2007
                                                    ----------      ----------
    Non Current :
        Quoted equity securities                    $1,494,270      $4,031,681
        Unquoted equity securities                     879,664         879,664
                                                    ----------      ----------
                                                    $2,373,934      $4,911,345
    Current :
        Unquoted equity securities                   2,402,613       2,402,613
                                                    ----------      ----------
                                                     4,776,547      $7,313,958
                                                    ==========      ==========

    The investments in quoted equity securities comprised of 29,428,571 common
    shares of Auston International Group Ltd (Auston). As of March 31, 2008, the
    market value of the Auston shares was S$0.07 (2007: S$0.16) per share.

    The unquoted equity securities classified as available-for-sale, with a
    carrying value of $879,664 as of March 31, 2008 and December 31, 2007, are
    measured at cost less impairment losses as there is no quoted market price
    in an active market and other methods of determining fair value do not
    result in a reasonable estimate.

    The Company explores other alternatives and considers using other valuation
    techniques to establish the fair value. Valuation techniques include using
    recent arm's length market transactions between knowledgeable and willing
    parties. However, as the key investments held by the Company operate in
    Singapore, there are no established markets in Singapore for similar
    investments for the Company to obtain comparables and observable data to
    carry out a reliable fair valuation.




                                      F-23

<page>

                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2008 AND 2007


9.  COMMITMENTS

    As of the balance sheet date, the Group has the following capital
    commitments:

                                                      MARCH 31,     DECEMBER 31,
                                                       2008             2007
                                                     ----------     ----------
    CAPITAL COMMITMENTS:
    Contracted but not provided for
         Film library                                $  121,605     $  118,073
         Set-top boxes                               $2,074,825      2,074,825
                                                     ----------     ----------
                                                     $2,196,430     $2,192,898
                                                     ==========     ==========

    The Company has several noncancelable operating leases, primarily for office
    spaces, that expire over the next five years.

    As of March 31, 2008, the Company has commitments for future minimum lease
    payments under non-cancellable operating leases (with initial or remaining
    lease terms in excess of one year) as follows:

                                                           OPERATING
                                                            LEASES
                                                           ----------
       Year ending December 31,
          2008                                             $  250,469
          2009                                                147,573
          2010                                                 19,157
                                                           ----------
          Total minimum lease payments                     $  417,199
                                                           ==========

    Rent expense totaled $75,465 for the three months ended March 31, 2008 and
    $71,379 for the three months ended March 31, 2007.




                                      F-24

<page>

                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2008 AND 2007


10. INCOME TAXES

    The Company files separate tax returns for Singapore and the United States
    of America.

    The Company had available approximately $5,910,356 of unused U.S. net
    operating loss carry-forwards at March 31, 2008, that may be applied against
    future taxable income. These net operating loss carry-forwards expire for
    U.S. income tax purposes beginning in 2026. There is no assurance the
    Company will realize the benefit of the net operating loss carry-forwards.

    SFAS No. 109 requires a valuation allowance to be recorded when it is more
    likely than not that some or all of the deferred tax assets will not be
    realized. As of March 31, 2008 the Company maintained a valuation allowance
    for the U.S. deferred tax asset due to uncertainties as to the amount of the
    taxable income from U.S. operations that will be realized.

    The Company had available approximately $4,561,391 of unused Singapore tax
    losses and capital allowance carry-forwards at March 31, 2008, that may be
    applied against future Singapore taxable income indefinitely provided the
    company satisfies the shareholdings test for carry-forward of tax losses and
    capital allowances.

11. SEGMENT REPORTING

    The Company classifies its business into reportable segments. The segments
    consists principally of entertainment and digit gaming. Information as to
    the operations of the Company in each of its business segments is set forth
    below based on the nature of the products and services offered.

    The Company has provided a summary of operating income by segment. The
    accounting policies of the business segments are the same as those described
    in the summary of significant accounting policies in Note 2.

<TABLE>
<S>            <C>
2008                                ENTERTAINMENT    DIGIT GAMING        OTHER           TOTAL
                                    ------------     ------------     ------------    ------------
Revenues from external customers    $     34,993     $         --     $         --    $     34,993
Interest revenue                    $      5,443     $         --     $         --    $      5,443
Interest expenses                   $        543     $         --     $         --    $        543
Depreciation and amortization       $    394,195     $     74,639     $         --    $    468,834
Segment profit (loss)               $ (1,155,500)    $   (940,293)    $         --    $ (2,095,793)
Segment assets                      $ 49,447,894     $  6,395,520     $     50,929    $ 55,894,343
Expenditures for segment assets     $     48,964     $         --     $         --    $     48,964
</TABLE>



                                      F-25

<page>


                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2008 AND 2007

    Reconciliation:-
      REVENUES
      Total revenues for reportable segments                     $       34,993
      Other revenue                                              $           --
                                                                 --------------
      Total consolidated revenues                                $       34,993
                                                                 ==============

      INTEREST REVENUE
      Total interest revenue for reportable segments             $        5,443
      Corporate interest revenue                                 $           --
                                                                 --------------
      Total consolidated interest revenue                        $        5,443
                                                                 ==============

      INTEREST EXPENSES
      Total interest revenue for reportable segments             $          543
      Corporate interest revenue                                 $           --
                                                                 --------------
      Total consolidated interest expenses                       $          543
                                                                 ==============

      PROFIT OR LOSS
      Total (loss) for reportable segments                       $   (2,095,793)
      Corporate loss                                             $      (50,089)
      Loss on disposal of investment available for sale          $     (397,755)
      Share of loss of associate                                 $       (9,368)
                                                                 --------------
      Loss before income tax                                     $   (2,553,005)
                                                                 ==============

      ASSETS
      Total assets for reportable segments                       $   55,843,414
      Other assets                                               $       50,929
                                                                 --------------
      Total consolidated assets                                  $   55,894,343
                                                                 ==============

      EXPENDITURES FOR SEGMENT ASSETS
      Total expenditures for assets for reportable segments      $       48,964
                                                                 ==============

<TABLE>
<S>       <C>

2007                                ENTERTAINMENT    DIGIT GAMING        OTHER           TOTAL
                                    ------------     ------------     ------------    ------------

Revenues from external customers    $     10,249     $  5,476,826     $         --    $  5,487,075
Interest revenue                    $     13,682     $         --     $         --    $     13,682
Depreciation and amortization       $    842,897     $     74,639     $         --    $    917,536
Segment profit (loss)               $ (1,842,101)    $     64,275     $         --    $ (1,777,826)
Segment assets                      $ 45,544,336     $  7,361,956     $  2,482,251    $ 55,388,543
Expenditures for segment assets     $  1,182,564     $         --     $         --    $  1,182,564
</TABLE>



                                      F-26

<page>


                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2008 AND 2007


Reconciliation:-

         REVENUES
         Total revenues for reportable segments                  $    5,487,075
         Other revenue                                                       --
                                                                 --------------
                 Total consolidated revenues                     $    5,487,075
                                                                 ==============
         INTEREST REVENUE
         Total interest revenues for reportable segments         $       13,658
         Corporate interest revenue                                          24
                                                                 --------------
                 Total consolidated interest revenue             $       13,682
                                                                 ==============
         PROFIT OR LOSS

         Total loss for reportable segments                      $   (1,777,826)
         Corporate expenses                                      $     (126,861)
         Gain on dilution of interest in subsidiary              $    2,483,871
         Share of loss of associate                              $        7,539
                                                                 --------------
                 Profit before income tax                        $      586,723
                                                                 --------------
         ASSETS
         Total assets for reportable segments                    $   52,906,292
         Other assets                                            $    2,482,251
                                                                 --------------
                 Total consolidated assets                       $   55,388,543
                                                                 ==============
         EXPENDITURES FOR SEGMENT ASSETS
         Total expenditures for assets for reportable segments   $    1,182,564
                                                                 ==============




                                      F-27

<page>

                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2008 AND 2007


    Following table presents revenues earned from customers located in different
    geographic areas. Property and equipment is grouped by its location.

<TABLE>
<S>       <C>

2008                               ASIA PACIFIC  UNITED STATES    OTHER         TOTAL
                                    ----------    ----------    ----------    ----------
Revenues from external customers    $   34,993    $       --    $       --    $   34,993
Property and equipment, net         $1,347,942    $  182,002    $   95,400    $1,625,344


2007                               ASIA PACIFIC  UNITED STATES    OTHER         TOTAL
                                    ----------    ----------    ----------    ----------

Revenues from external customers    $5,487,030    $       45    $       --    $5,487,075
Property and equipment, net         $  893,249    $  277,971    $   95,400    $1,266,620

</TABLE>






                                      F-28

<page>

                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2008 AND 2007


12. RELATED PARTY TRANSACTIONS

    Related parties are entities with common direct or indirect shareholders
    and/or directors. Parties are considered to be related if one party has the
    ability to control the other party or exercise significant influence over
    the other party in making financial and operating decisions.

    Some of the company's transactions and arrangements are with the related
    party and the effect of these on the basis determined between the party is
    reflected in these financial statements. The balances are unsecured,
    interest-free and repayable on demand unless otherwise stated.

    During the period, the Group entered into the following transactions with
    the associate:

                                          MARCH 31,               MARCH 31,
                                            2008                     2007
                                         ------------            ------------
    Associate :
      Marketing                          $         --            $     42,216
                                         ============            ============

13. RESTATEMENT OF BALANCES AT MARCH 31, 2008

The accompanying March 31, 2008 financial statements have been restated to
correct the effects of an error. This error relates to the incorrect revenue
recognition of $5,593,754 and cost of services of $5,425,335 relating to the
digit gaming. No revenue was ever recognized on this license agreement during
the three Months ended March 31,2008.

The following financial statement line items for the quarter ended March 31,
2008 were affected by the correction:

                                            As
                                        Originally                   Effect of
                                         Reported     As Restated      Change
                                        -----------   -----------   -----------
   CONSOLIDATED BALANCE SHEETS:
   ---------------------------

   Cash and cash equivalents            $ 1,874,739   $ 1,221,342   $  (653,397)
                                        ===========   ===========   ===========

   Accounts receivable                   10,023,590     9,647,382      (376,208)
                                        ===========   ===========   ===========

   Total current assets                  22,547,860    21,518,255    (1,029,605)
                                        ===========   ===========   ===========

   Total assets                         $56,923,948   $55,894,343   $(1,029,605)
                                        ===========   ===========   ===========

   Retained earnings                      4,328,030     3,298,425    (1,029,605)
                                        ===========   ===========   ===========

   Total stockholders' equity            52,782,830    51,753,225    (1,029,605)
                                        ===========   ===========   ===========

   Total liabilities and stockholders'
    Equity                              $56,923,948   $55,894,343   $(1,029,605)
                                        ===========   ===========   ===========




                                      F-29

<page>

                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2008 AND 2007

                                           As
                                        Originally                   Effect of
                                         Reported     As Restated      Change
                                        -----------   -----------   -----------
   CONCOLIDATED
   STATEMENT OF INCOME:
   --------------------

                                                FOR THE THREE MONTHS ENDED
                                        ---------------------------------------
                                                     March 31,2008
                                                     -------------

   Digit gaming                           5,593,754            --    (5,593,754)
                                        ===========   ===========   ===========

   Total revenue                          5,628,747        34,993    (5,593,754)
                                        ===========   ===========   ===========

   Cost of services                      (5,588,380)     (163,045)    5,425,335
                                        ===========   ===========   ===========

   Gross profit (loss)                       40,367      (128,052)     (168,419)
                                        ===========   ===========   ===========

   Distribution costs                      (124,930)     (986,116)     (861,186)
                                        ===========   ===========   ===========

   Total expenses                        (1,163,432)   (2,024,618)     (861,186)
                                        ===========   ===========   ===========

   (Loss) Income from operations         (1,123,065)   (2,152,670)   (1,029,605)
                                        ===========   ===========   ===========

   (Loss) Income before income taxes     (1,523,400)   (2,553,005)   (1,029,605)
                                        ===========   ===========   ===========

   Net income (loss)                    $(1,506,400)  $(2,536,005)  $(1,029,605)
                                        ===========   ===========   ===========

   Equity holders of the company        $(1,322,417)  $(2,352,022)  $(1,029,605)
                                        ===========   ===========   ===========

   Net income (loss)                    $(1,506,400)  $(2,536,005)  $(1,029,605)
                                        ===========   ===========   ===========

   Net income per share
   - Basic and diluted                  $    (0.009)  $    (0.016)  $    (0.007)
                                        ===========   ===========   ===========


                                            As
                                        Originally                   Effect of
                                         Reported     As Restated      Change
                                        -----------   -----------   -----------

 STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME:
 ----------------------------------------------------------

                                                    RETAINED EARNINGS
                                        ---------------------------------------

   Net loss                              (1,322,417)   (2,352,022)   (1,029,605)
                                        ===========   ===========   ===========

                                               TOTAL SHAREHOLDERS' EQUITY
                                        ---------------------------------------

   Net loss                              (1,506,400)   (2,536,005)   (1,029,605)
                                        ===========   ===========   ===========

                                                    RETAINED EARNINGS
                                        ---------------------------------------

   Balance at March 31, 2008            $ 4,328,030   $ 3,298,425   $ 1,029,605
                                        ===========   ===========   ===========

                                               TOTAL SHAREHOLDERS' EQUITY
                                        ---------------------------------------

   Comprehensive loss                    (2,788,736)   (3,818,341)   (1,029,605)
                                        ===========   ===========   ===========

                                      F-30

<page>


                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2008 AND 2007


                                            TOTAL SHAREHOLDERS' EQUITY
                                        ---------------------------------------

   Balance at March 31, 2008            $52,782,830   $51,753,225   $ 1,029,605
                                        ===========   ===========   ===========


                                            As
                                        Originally                   Effect of
                                         Reported     As Restated      Change
                                        -----------   -----------   -----------
   CONSOLIDATED STATEMENTS OF CASH FLOWS:
   -------------------------------------

   Net income (loss)                    $(1,506,400)  $(2,536,005)  $(1,029,605)
                                        ===========   ===========   ===========

   Changes in operation assets
    and liabilities
      Accounts receivable                   220,999       597,207       376,208
                                        ===========   ===========   ===========

   Net cash used in
    operating activities                   (814,608)   (1,468,005)     (653,397)
                                        ===========   ===========   ===========

   Cash flows from all activities       $  (447,802)  $(1,101,199)  $  (653,397)
                                        ===========   ===========   ===========

   Cash and cash equivalents at
    end of period                       $ 1,874,739   $ 1,221,342   $  (653,397)
                                        ===========   ===========   ===========



14. SUBSEQUENT EVENTS

    On April 9, 2008, the Company disposed 5,000,000 common shares of Auston
    International Group Ltd (Auston) at S$ 0.072 per share.

    On April 10, 2008, the Company disposed a further of 5,000,000 common shares
    of Auston at S$ 0.07 per share.

    On March 25, 2009, the Company was officially notified that the digit games
    were suspended by the Cambodia Government as part of the suspension of all
    lotteries in Cambodia. It cannot be determined at this time whether the
    suspension of the digit games is temporary or permanent, though the
    Government of Cambodia is currently closing the gaming business by the order
    of its Ministry of Economy and Finance. Due to the lack of access to the
    digit game operations, the digit games lottery operations resulting from the
    holding of the digit games lottery license were impaired as of December 31,
    2008, and all revenues for the year ended 2008 will have to be reversed
    since such revenues did not meet the criteria for recording the revenues.


                                      F-31

<page>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS 0F 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

The Company is in the business of broadband entertainment and
education-on-demand, streaming via computers, television sets, PDAs (Personal
Digital Assistant) 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, broadband
hosting and streaming services and E-commerce.


The Company is also in the business of digit gaming (lottery). The Company has
an 18 year license to conduct nation wide lottery in Cambodia. The Company
through its subsidiary, M2B Commerce Limited, signed an agreement with Allsports
Limited, a British Virgin Islands company to operate and conduct digit games in
Cambodia and to manage the digit games activities in Cambodia. The digit game
lottery operations have been suspended by the government of Cambodia in March,
2009, and it cannot be determined at this time whether the suspension of the
digit games lottery is temporary or permanent, see Note 14.


The following discussion should be read in conjunction with selected financial
data and the financial statements and notes to financial statements.


                                        1

<page>


OVERVIEW

The key business focus of the Company is to establish itself as the leading
provider and creator of a new generation of Entertainment-on-Demand,
Education-on-Demand and E-Commerce Channels on Broadband, and 3G (Third
Generation) devices.

For the broadband, the Company delivers both wire and wireless solutions,
streaming via computers, TV sets, PDAs and 3G hand phones.

At the same time the Company launches e-commerce channels (portals) that provide
on-line shopping but with a difference, merging two leisure activities of
shopping and entertainment. The entertainment channels are designed to drive and
promote the shopping portals, and vice versa.

The Company's business model in the area of broadband entertainment includes
both education on-demand and e-services, which would provide the Company with
multiple streams of revenue. Such revenues would be derived from advertising and
branding (channel and program sponsorship); on-line subscriptions; online games
micro-payments; channel/portal development (digital programming services);
content aggregation and syndication; broadband consulting services; on-line
shopping turnkey solutions; broadband hosting and streaming services; E-commerce
commissions and on-line dealerships; and digit game operations.

In fiscal 2007, the business was reorganized under the following entities to
spearhead the expansion of the Company's business and focus on specific growth
areas and territories.

M2B WORLD PTE. LTD.

M2B World Pte. Ltd. was incorporated on April 3, 2003. This subsidiary used to
oversee the management and operation of the Company as a whole and oversees the
Asian business. With effect from September 1, 2006, the Company's Asian business
was overseen by another subsidiary, M2B World Asia Pacific Pte. Ltd.

The Company took an investment on May 16, 2005 for a 9.1% equity position with a
company called Activ Lifestyle Pte Ltd in Singapore to help facilitate Amaru
Inc.'s diversification into the health and wellness market. On September 27,
2005, the Company raised its investment in Activ Lifestyle Pte Ltd to 12.6%.
This was further increased to 17.4% as of December 31, 2006.

In December 2005, M2B World Pte. Ltd. sold 81% equity interests of its
wholly-owned subsidiary, M2B Game World Pte. Ltd. to Auston International Group
Ltd (Auston), a public listed company in Singapore, in exchange for 27% equity
interest in Auston. On March 13 and 14, 2007, the Company disposed off 7,000,000
common shares of Auston International Group Ltd (Auston) at S$0.08 per share. As
of December 31, 2007, the Company's equity interest in Auston was at 10.40%. As
of this date of this report, the Company's equity interest in Auston shares
stands at 4.73%

Subsequent to March 31, 2008, the Company disposed 5,000,000 common shares of
Auston International Group Ltd at S$0.072 per share and a further 5,000,000
common shares of Auston at S$0.07 per share.

M2B WORLD, INC.

M2B World, Inc., a California corporation, was incorporated on January 24, 2005.
This subsidiary handles and oversees the Company's business in the U.S. The
Company has leased a new office on Sunset Boulevard, West Hollywood that came
into effect in August 2006. In October 2007, M2B World Inc reduced its staffing
and in November 2007 sub-leased its premise as part of the Company's cost
reduction measures.

This subsidiary oversees the new global Broadband TV (IPTV) service. A new
server farm was set up in the U.S. in San Jose California in December 2005 to
expand the broadband streaming infrastructure; in order to handle the business
in North America and also the global IPTV service.

                                        2


<page>

On May 27, 2005, M2B World, Inc. entered into an agreement with Indie Vision
Films, Inc., a California corporation, to purchase 20% of the beneficial
ownership of Indie Vision Films, Inc. The investment will allow M2B World, Inc.
to access the library of programs of Indie Vision Films, Inc. The Company is
currently into negotiations with Indie Vision Films, Inc to convert its
investment into content rights, thereby giving up its 20% share of beneficial
ownership in lieu of library rights that the Company could exploit commercially
for international use.

On November 1, 2007, the Company sub-leased the office premises of M2B World
Inc, a wholly owned subsidiary of the Company in Los Angeles, California as part
of its efforts to streamline its operations and reduce operating costs. The
staffing of M2B World Inc was also reduced from 9 staff to 1 staff as of October
31, 2007. The company is in the process of consolidating the server farm with
the Singapore server farm to, optimize bandwidth and support cost.

M2B WORLD ASIA PACIFIC PTE. LTD.

M2B World Asia Pacific Pte Ltd was incorporated in the Republic of Singapore on
1 August 2006 for the purposes of handling all the business operations of the
Company in the Asia Pacific region. This company had taken over the Asian
business operations as well as the assets and liabilities of M2B World Pte. Ltd.
with effect from September 1, 2006.

On January 3, 2007, M2B World Asia Pacific Pte Ltd, issued 7,778,014 shares of
common stock through a private placement at a price of $0.77 a share for a total
amount of $6,000,000. This had effectively reduced the Company's effective
equity interest in M2B World Asia Pacific Pte. Ltd. from 100% to 81.6%.

M2B COMMERCE LIMITED

M2B Commerce Limited, a company incorporated in the British Virgin Islands on
July 25, 2002, focuses on e-commerce and digit gaming, with a branch in Cambodia
that oversees the digit gaming operation in Cambodia.

The Company has an agreement with Allsports Limited, a British Virgin Islands
company to operate, administer, and manage the lottery digit games activities in
Cambodia, as an extension of the Company's entertainment operations.

The company had entered into an investment agreement on January 12, 2006, with
Khoo Kim Leng, the beneficial owner of Dai Long Co., Ltd, which holds a valid
casino license and freehold land and intends to develop and operate an
integrated resort in the Kingdom of Cambodia. The resort will feature a hotel,
guest house, shopping arcade, entertainment and amusement center and some gaming
tables. As of December 31, 2006, the company had invested $2,402,613 in relation
to this investment. The resort was completed and is in operation subsequent to
the balance sheet date. The Company however intends to divest its stake in the
resort, and has already put up its investment for sale in the market, as the
investment is not related to the Company's core business.

M2B ENTERTAINMENT, INC.

M2B Entertainment, Inc. was incorporated on October 27, 2005. This subsidiary
will oversee the Company's Canadian market. As of December 31, 2007, this
subsidiary is dormant.

M2B AUSTRALIA PTY LTD

M2B Australia Pty Ltd was incorporated on June 15, 2005. This subsidiary handles
and oversees the Company's business in Australia. As of December 31, 2007, this
subsidiary is dormant.

M2B WORLD TRAVEL SINGAPORE PTE. LTD.

M2B World Travel Singapore Pte Ltd was incorporated in the Republic of Singapore
on March 7, 2006. This subsidiary of M2B World Travel Limited launches a global
online travel platform which offers global e-travel services.

The Company has completed the development of an online travel engine and travel
web applications for integration with suppliers of travel information and travel
services; and incorporating travel features with current media operations under
the M2B brand name.

M2B World Travel Limited signed a global agreement with Amadeus Global Travel
Distribution, SA, a Spanish corporation. Through the agreement, the company will
be able to offer direct access to the extensive range of travel options
available through the Amadeus network to viewers around the world.

The launch and operations of the travel service is subject to funding
considerations and the set up of the server farm to host the system.

                                        3

<page>

AMARU HOLDINGS LIMITED AND M2B WORLD HOLDINGS LIMITED

Amaru Holdings Limited and M2B World Holdings Limited are incorporated in the
British Virgin Islands on February 21, 2005 and June 15, 2006, respectively.
Amaru Holdings Limited focuses on content syndication and distribution in areas
other than Asia Pacific region. M2B World Holdings Limited focuses on content
syndication and distribution in Asia Pacific region and is a subsidiary of M2B
World Asia Pacific Pte. Ltd.

TREMAX INTERNATIONAL LIMITED AND M2B WORLD TRAVEL LIMITED

Tremax International Limited and M2B World Travel Limited are both incorporated
in the British Virgin Islands on June 8, 2006 and May 3, 2005 respectively. Both
companies are investment holdings companies.

On July 10, 2007, Tremax International Limited entered into a sale and purchase
agreement (the "Agreement") with Domaine Group Limited, a British Virgin Islands
corporation (the "Vendor"), for the acquisition of CBBN Holdings Limited ("CBBN
Holdings"). CBBN Holdings is a 80% beneficial owner of Cosmactive Broadband
Networks Co. Ltd ("CBN"), which is a broadband service provider incorporated in
Taiwan. The purchase consideration is satisfied in full by the issuance of
5,333,333 of common stock of the Company.

CBN is a company registered in Taiwan, the Republic of China. CBN is an internet
cum broadband access provider to major residential buildings in Taiwan. The
Company believes that acquisition of CBN will be beneficial to the Company,
because CBN has a subscriber base of about 20,000 homes and should be able to
provide the Company with a ready subscriber base to roll out its services. In
2006, CBN had a revenue of $2.5 millions and fixed assets of $1.8 millions in
network and systems to enable services to the homes.

The investment is pending the approval of the regulatory authorities in Taiwan,
which is a requirement for foreign investments in Taiwan.

RESULTS OF OPERATIONS

REVENUE

Financial Statement


-   Revenue for the three months ended March 31, 2008 was $34,993 compared with
    $5,487,075 for the same period in 2007.

-   The Company's cash balance was $1,221,342 at March 31, 2008 compared with
    $5,757,807 at March 31, 2007.


Revenue


Revenue for the three months ended March 31, 2008 at $34,993 was lower than
revenue of $5,487,075 for the three months ended March 31, 2007 by $5,452,082
(99.36%).

Digit gaming revenue for the three months ended March 31, 2008 at NIL was lower
than $5,476,826 at March 31, 2007 by $5,476,826 (100%) mainly due to the
suspension of the lottery operations by the Cambodian Government which resulted
in all revenues for the period ended 2008 to be reversed since such revenues did
not meet the criteria for recognizing the revenues.

Entertainment revenue for the three months ended March 31, 2008 at $34,993 was
higher than entertainment revenue of $10,249 for the three months ended March
31, 2007. The increase in entertainment of $24,744 (241.43%) was insignificant
mainly due to no new advertising or content syndication contracts being secured.


Cost of Services


Cost of services for the three months ended March 31, 2008 was $163,045 which
decreased by $5,260,456 (97%) from $5,423,501 for the three months ended March
31, 2007.

As a proportion of revenue the cost of the services for the three months ended
March 31, 2008 was 465.94% (cost of sales at $163,045 and revenue of $ 34,993)
as compared to 98.8% (cost of sales at $5,423,501 and revenue of $5,487,075) for
the three months ended March 31, 2007.

The decrease in cost of services of $5,260,456 (97%) was significant and was
attributed to the reversal of the cost in managing and operating of the digit
games, resulting from the reversal of the digit games revenue.


                                       4

<page>

DISTRIBUTION EXPENSES


Distribution expenses for the three months ended March 31, 2008 at $986,116 were
higher by $676,469 (218.46%) as compared to the amount of $309,647 incurred for
the three months ended March 31, 2007.

The higher distribution expenses were attributed to the write off of digit games
working capital amounting to $861,186, offset by decreased spending on marketing
and promoting the WOWtv and M2Btv services which decreased by $173,148 (84.3%)
from $145,429 for the three months ended March 31, 2007 to $32,281 for the three
months ended March 31, 2008.


GENERAL AND ADMINISTRATIVE EXPENSES

Administration expenses for the three months ended March 31, 2008 at $1,038,502
were lowered by $633,794 (37.9%) as compared to the amount of $1,672,296
incurred for the three months ended March 31, 2007.

The decrease in administrative expenses for the period ended March 31, 2008 was
attributed mainly to the decrease in:

o   Amortization. License amortization had decreased by $505,746 (62.91%), from
    $803,881 for the three months ended March 31, 2007 to $298,135 for the
    period ended March 31, 2008. The decrease was mainly due to most of the
    intangible assets being fully depreciated during end of December 31, 2007.

o   Staff costs. Staff costs had decreased by $146,434 (37.80%), from $387,435
    for the three months ended March 31, 2007 to $241,001 for the three months
    ended March 31, 2008. The decrease was mainly due as a result of costs
    reduction measures to reduce operating costs

(LOSS) INCOME FROM OPERATIONS


The Company incurred a loss from operations of $2,152,670 for the three months
ended March 31, 2008 as compared to the loss from operations of $1,918,369 for
the three months ended March 31, 2007 due to the significant decrease in the
digit games revenue for the period.


NET (LOSS) INCOME


Net loss for the three months ended March 31, 2008, was $2,536,005 which
decreased by $3,286,241 (438.03%) from net income of $750,236 for the three
months ended March 31, 2007.



The decrease was mainly attributed to the gain of $2,483,871 as of March 31,
2007 on dilution of the Company's interest in a subsidiary, M2B World Asia
Pacific Pte. Ltd by issuing shares to the private investors at a premium. On
January 3, 2007, M2B World Asia Pacific Pte. Ltd., issued 7,778,014 shares of
common stock through private placement at a price of $0.77 a share for a total
amount of $6,000,000. This had effectively reduced the Company's effective
equity interest in M2B World Asia Pacific Pte. Ltd. From 100% to 81.7%. The
decrease was further attributed to decreased in digit games revenue and non
operational loss of $397,755 as of March 31, 2008 on the disposal of investments
available for sale.


LIQUIDITY AND CAPITAL RESOURCES


The Company had cash at $1,221,342 at March 31, 2008 as compared to cash of
$5,757,807 at March 31, 2007.


The Company does not finance its operations through short-term bank credit nor
long-term bank loans as it believes that cash generated from its operations will
be able to cover its daily running cost and overheads.

During the three months ended March 31, 2008, the Company had not entered into
any transactions using derivative financial instruments or derivative commodity
instruments. Accordingly the Company believes its exposure to market interest
rate risk is not material.

                                       5

<page>


Cash generated from operations will not be able to cover the Company's intended
growth and expansion. The Company has plans in 2008 to expand its broadband
coverage by launching new broadband sites in Asia Pacific region and Australia.
No assurances can be made that such plans will be carried out in a timely
manner.

The Company intends to raise additional funds, to fund its business expansion;
however no assurances can be made that the Company will raise sufficient funds
as planned.


ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The primary objective of our investment activities is to preserve principal
while concurrently maximizing the income we receive from our investments without
significantly increasing risk. Some of the securities that we may invest in may
be subject to market risk. This means that a change in prevailing interest rates
may cause the principal amount of the investment to fluctuate. For example, if
we hold a security that was issued with a fixed interest rate at the
then-prevailing rate and the prevailing interest rate later rises, the current
value of the principal amount of our investment will decline. To minimize this
risk in the future, we intend to maintain our portfolio of cash equivalents and
short-term investments in a variety of securities, including commercial paper,
money market funds, high-grade corporate bonds, government and non- government
debt securities and certificates of deposit. In general, money market funds are
not subject to market risk because the interest paid on such funds fluctuates
with the prevailing interest rate. The Company held $7,700,547 and $10,237,958
in marketable securities as of March 31, 2008 and December 31, 2007
respectively.


The Company does not believe that it faces material market risk with respect to
its cash and cash equivalents which totaled $1,221,342 and $2,322,541 at March
31, 2008 and December 31, 2007, respectively.


The Company has no long-term obligations or hedging activities.

ABILITY TO EXPAND CUSTOMER BASE

The Company's future operating results depend on our ability to expand our
customer base for broadband services and e-commerce portals. An increase in
total revenue depends on our ability to increase the number of broadband and
e-commerce portals, in the US, Europe and Asia. The degree of success of this
depends on

o   our efforts to establish independent broadband sites in countries where
    conditions are suitable.

o   our ability to expand our offerings of content in entertainment and
    education, to include more niche channels and offerings.

o   our ability to provide content beyond just personal computers but to
    encompass television, wireless application devices and 3G hand phones.

ABILITY TO ACQUIRE NEW MEDIA CONTENTS

The continued ability of the Company to acquire rights to new media contents, at
competitive rates, is crucial to grow and sustain the Company's business.



                                        6

<page>


AVAILABILITY OF TECHNOLOGICALLY RELIABLE NEW GENERATION OF BROADBAND DEVICES

The growth of demand for broadband services is dependent on the wide
availability of technologically reliable new generation of broadband devices, at
affordable prices to prospective customers of broadband services. The early and
widespread availability and market adoption of new generation broadband devices,
will significantly impact demand for broadband services and the growth of the
Company's business.

CAPITAL INVESTMENT IN BROADBAND INFRASTRUCTURE BY GOVERNMENT AND TELCOS

The growth of demand for broadband services is dependent on the capital
investment in broadband infrastructure by governments and Telcos. A significant
source of demand for the Company's broadband services could be from homes and
enterprises with access to high-speed broadband connections. The ability of
countries to invest in public broadband infrastructure to offer public
accessibility is subject to countries' economic health. The Company's prospects
for business growth in Asia especially would be impacted by overall economic
conditions in the territories that we seek to expand into.

COMPETITION FROM BROADBAND CABLE AND TV NETWORKS OPERATORS

The competition of services provided by broadband cable network operators and TV
networks. As traditional TV networks and cable TV operators provide alternate
supply of entertainment and on-demand broadband services, they are in
competition with the Company, for market share. The Company, nevertheless, will
continue to leverage on its advantage of ownership rights to its own portfolio
of media content and its ability to provide broadband services over both the
cable and wireless networks, at competitive rates.

The Company's business is reliant on complex information technology systems and
networks. Any significant system or network disruption could have a material
adverse impact on our operations and operating results. The Company's nature of
business is highly dependent on the efficient and uninterrupted operation of
complex information technology systems networks, may they, either be that of
ours, or our Telco/ ISP partners.

All information technology systems are potentially vulnerable to damage or
interruption from a variety of sources, including but not limited to computer
viruses, security breach, energy blackouts, natural disasters and terrorism, war
and telecommunication failures.

System or network disruptions may arise if new systems or upgrades are defective
or are not installed properly. The Company has implemented various measures to
manage our risks related to system and network disruptions, but a system failure
or security breach could negatively impact our operations and financial results.



                                        7


<page>


LAW AND REGULATIONS GOVERNING INTERNET

Increased regulation of the Internet or differing application of existing laws
might slow the growth of the use of the Internet and online services, which
could decrease demand for our services. The added complexity of the law may lead
to higher compliance costs resulting in higher costs of doing business.

UNAUTHORIZED USE OF PROPRIETARY RIGHTS

Our copyrights, patents, trademarks, including our rights to certain domain
names are very important to M2B's brand and success. While we make every effort
to protect and stop unauthorized use of our proprietary rights, it may still be
possible for third parties to obtain and use the intellectual property without
authorization. The validity, enforceability and scope of protection of
intellectual property in Internet-related industries remain uncertain and still
evolving. Litigation may be necessary in future to enforce these intellectual
property rights. This will result in substantial costs and diversion of the
Company's resources and could disrupt its business, as well as have a material
adverse effect on its business.

LAW AND REGULATIONS GOVERNING BUSINESS

As the Company continues to expand its business internationally across different
geographical locations there are risks inherent including:

1)  Trade barriers and changes in trade regulations
2)  Local labor laws and regulations
3)  Currency exchange rate fluctuations
4)  Political, social or economic unrest
5)  Potential adverse tax regulation
6)  Changes in governmental regulations

OUTBREAK OF BIRD FLU PANDEMIC OR SIMILAR PUBLIC HEALTH DEVELOPMENTS

Any future outbreak of the bird flu pandemic or similar adverse public health
developments may have a material adverse effect on the Company's business
operations, financial condition and results of operations.


ITEM 4: CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

A system of disclosure controls and procedures (as defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934, as amended [the "Exchange Act"]) are
controls and other procedures that are designed to provide reasonable assurance
that the information that the Company is required to disclose in the reports
that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms, and that such information is accumulated and communicated to the
Company's management, including the Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure.
There are inherent limitations to the effectiveness of any system of disclosure
controls and procedures, including the possibility of human error and the
circumvention or overriding of the controls and procedures. Accordingly, even
effective disclosure controls and procedures can only provide reasonable
assurance of achieving their control objectives, and management necessarily is
required to use its judgment in evaluating the cost-benefit relationship of
possible controls and procedures. In addition, the design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions. Moreover, over
time, controls may become inadequate because of changes in conditions, or the
degree of compliance with policies or procedures may deteriorate. Because of the
inherent limitations in a control system, misstatements due to error or fraud
may occur and not be detected.

                                        8

<page>

Notwithstanding the issues described below, the current management has concluded
that the consolidated financial statements for the periods covered by and
included in the Quarterly Report on Form 10-Q for the period ended March 31,
2008 are fairly stated in all material respects in accordance with generally
accepted accounting principles in the United States for each of the periods
presented herein.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING


Section 404 of the Sarbanes-Oxley Act of 2002 requires that management document
and test the Company's internal control over financial reporting and include in
the Quarterly Report on Form 10-Q, as amended, for the period ended March 31,
2008 a report on management's assessment of the effectiveness of our internal
control over financial reporting.


The Company's management is responsible for establishing and maintaining
adequate internal control over the Company's financial reporting, as such term
is defined in Exchange Act Rule 13a-15(f). Internal control over financial
reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with United States of America generally
accepted accounting principles. A Company's internal control over financial
reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles and that receipts and expenditures of the Company are
being made only in accordance with authorization of management and directors of
the Company and (iii) provide reasonable assurance regarding the prevention or
timely detection of unauthorized acquisition, use or disposition of the
Company's assets that could have a material effect on our consolidated financial
statements.


In connection with the preparation of the Quarterly Report on Form 10-Q, as
amended, for the period ended March 31, 2008 to evaluate the effectiveness of
the design and operation of our disclosure controls and procedures as of March
31, 2008, the Company's management did not complete the assessment of the
effectiveness of the Company's internal control over financial reporting,
implementing the criteria set forth by the Committee of Sponsoring Organizations
(COSO) of the Treadway Commission in "Internal Control-Integrated Framework".
Management has concluded as a result that its disclosure controls and procedures
may not be effective at the reasonable assurance level as of March 31, 2008.
Specifically, its control environment possibly may not sufficiently promote
effective internal control over financial reporting through the management
structure to prevent a material misstatement.


The Company needs to complete implementing the internal controls based on the
criteria established in Internal Control -- Integrated Framework issued by the
COSO. The management is fully committed to implement the internal controls based
on these criteria in 2008 and the management believes that it is taking the
steps that will properly address any issue.

Subsequent to March 31, 2008, the Company plans to hire a Chief Financial
Officer and is utilizing several full time accounting contractors serving in
senior and staff level accounting positions. The Company is actively recruiting
high-level competent accounting personnel.

While we are taking immediate steps and dedicating substantial resources to
implement the internal controls based on the criteria established in Internal
Control - Integrated Framework issued by the COSO, they will not be considered
fully implemented until the new and improved internal controls operate for a
period of time, are tested and are found to be operating effectively.

The Company's registered public accountant has not conducted an audit of the
Company's controls and procedures regarding internal control over financial
reporting. Consequently, the registered public accounting firm expresses no
opinion with regards to the effectiveness or implementation of the Company's
controls and procedures with regards to internal control over financial
reporting.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in the Company's internal control over financial
reporting during the most recently completed fiscal quarter that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.

                                        9

<page>


PART II :  OTHER INFORMATION

ITEM 1:  LEGAL PROCEEDINGS

        On April 23, 2007, a company which provided public relations services
        filed a lawsuit against M2B World, Inc. for breach of contract for an
        amount of $72,649, which has been further amended to include Amaru, Inc.
        as a co-defendant. The lawsuit was settled by the parties in April,
        2008.


ITEM 1A:  RISK FACTORS

        An investment in the Company's common stock involves a high degree of
        risk. One should carefully consider the following risk factors in
        evaluating an investment in the Company's common stock. If any of the
        following risks actually occurs, the Company's business, financial
        condition, results of operations or cash flow could be materially and
        adversely affected. In such case, the trading price of the Company's
        common stock could decline, and one could lose all or part of one's
        investment. One should also refer to the other information set forth in
        this report, including the Company's consolidated financial statements
        and the related notes.

        THE COMPANY CONTINUES TO USE SIGNIFICANT AMOUNTS OF CASH FOR ITS
        BUSINESS OPERATIONS, WHICH COULD RESULT IN US HAVING INSUFFICIENT CASH
        TO FUND THE COMPANY'S OPERATIONS AND EXPENSES UNDER OUR CURRENT BUSINESS
        PLAN. THE COMPANY IS ALSO HOLDING A CONSIDERABLE AMOUNT OF QUOTED EQUITY
        SECURITIES THAT IS AVAILABLE-FOR-SALE OR HELD FOR TRADING.

        The Company's liquidity and capital resources remain limited. There can
        be no assurance that the Company's liquidity or capital resource
        position would allow us to continue to pursue its current business
        strategy. The Company's quoted equity securities held as assets are
        dependent on the market value. Any fluctuations or downturn in the
        securities market could adversely affect the value of these equity
        securities held. As a result, without achieving growth in its business
        along the lines it has projected, it would have to alter its business
        plan or further augment its cash flow position through cost reduction
        measures, sales of assets, additional financings or a combination of
        these actions. One or more of these actions would likely substantially
        diminish the value of its common stock.

        THE MARKET MAY NOT BROADLY ACCEPT THE COMPANY'S BROADBAND WEBSITES AND
        SERVICES, WHICH WOULD PREVENT THE COMPANY FROM OPERATING PROFITABLY.

        The Company must be able to achieve broad market acceptance for its
        Broadband websites and services, at a price that provides an acceptable
        rate of return relative to the Company-wide costs in order to operate
        profitably. There is no assurance that the market will develop
        sufficiently to enable the Company to operate its Broadband business
        profitably. Furthermore, there is no assurance that any of the Company's
        services will become generally accepted, nor is there any assurance that
        enough paying users and advertisers will ultimately be obtained to
        enable us to operate these business profitably.

        BROADBAND USERS MAY FAIL TO ADOPT THE COMPANY'S BROADBAND SERVICES.

        The Company's Broadband services are targeted to the growing market of
        Broadband users worldwide to deliver content and E-commerce in an
        efficient, economical manner over the Broadband networks. The challenge
        is to make the Company's business attractive to consumers, and
        ultimately, profitable. To do so has required, and will require, the
        Company to invest significant amounts of cash and other resources. There
        is no assurance that enough paying users and advertisers will ultimately
        be obtained to enable the Company to operate the business profitably.

        FAILURE TO SIGNIFICANTLY INCREASE THE COMPANY'S USERS AND ADVERTISERS
        MAY RESULT IN FAILURE TO ACHIEVE CRITICAL MASS AND REVENUE TO BUILD A
        SUCCESSFUL BUSINESS.

        The Company incurs significant up-front costs in connection with the
        acquisition of content, and bandwidth and network charges. The plan is
        to obtain recurring revenues in the form of subscription and advertising
        fees to use the Broadband services, either paid by the users or
        advertisers.

        There is no assurance as to whether the Company will be able to
        maintain, or whether and how quickly the Company will be able to
        increase its user base, or whether the Company will be able to generate
        recurring subscription and advertising fees to such a level that would
        enable this line of business to continue to operate profitably. If the
        Company is not successful in these endeavors, the Company could be
        required to revise its business model, exit or reduce the scale of the
        business, or raise additional capital.

                                       10

<page>


        COMPETITION IN THE BROADBAND BUSINESS IS EXPECTED TO INCREASE, WHICH
        COULD CAUSE THE BUSINESS TO FAIL.

        The Company's Broadband services are targeted to the end user market. As
        the Broadband penetration rates increase globally, an increasing number
        of well-funded competitors have entered the market. Companies that
        compete with the Company's business include telecommunications, cable,
        content management and network delivery companies.

        The Company may face increased competition as these competitors partner
        with others or develop new Broadband websites and service offerings to
        expand the functionality that they can offer to their customers. These
        competitors may, over time, develop new technologies and acquire content
        that are perceived as being more secure, effective or cost efficient
        than the Company. These competitors could successfully garner a
        significant share of the market, to the exclusion of the Company.
        Furthermore, increased competition could result in pricing pressures,
        reduced margins, or the failure of the business to achieve or maintain
        market acceptance, any one of which could harm the business.

        THE INABILITY TO SUCCESSFULLY EXECUTE TIMELY DEVELOPMENT AND
        INTRODUCTION OF NEW AND RELATED SERVICES AND TO IMPLEMENT TECHNOLOGICAL
        CHANGES COULD HARM THE BUSINESS.

        The evolving nature of the Broadband business requires the Company to
        continually develop and introduce new and related services and to
        improve the performance, features, and reliability of the existing
        services, particularly in response to competitive offerings.

        The Company has under development new features and services for its
        businesses. The Company may also introduce new services. The success of
        new or enhanced features and services depends on several factors -
        primarily market acceptance. The Company may not succeed in developing
        and marketing new or enhanced features and services that respond to
        competitive and technological developments and changing customer needs.
        This could harm the business.

        CAPACITY LIMITS ON THE COMPANY'S TECHNOLOGY AND NETWORK HARDWARE AND
        SOFTWARE MAY BE DIFFICULT TO PROJECT, AND THE COMPANY MAY NOT BE ABLE TO
        EXPAND AND/OR UPGRADE ITS SYSTEMS TO MEET INCREASED USE, WHICH WOULD
        RESULT IN REDUCED REVENUES.

        While the Company has ample through-put capacity to handle its
        customers' requirements for the medium term, at some point it may be
        required to materially expand and/or upgrade its technology and network
        hardware and software. The Company may not be able to accurately project
        the rate of increase in usage of its network. In addition, it may not be
        able to expand and/or upgrade its systems and network hardware and
        software capabilities in a timely manner to accommodate increased
        traffic on its network. If the Company does not appropriately expand
        and/or upgrade our systems and network hardware and software in a timely
        fashion, it may lose customers and revenues.

        INTERRUPTIONS TO THE DATA CENTERS AND BROADBAND NETWORKS COULD DISRUPT
        BUSINESS, AND NEGATIVELY IMPACT CUSTOMER DEMAND FOR THE COMPANY.

        The Company's business depends on the uninterrupted operation at the
        data centers and the broadband networks run by the various service
        providers. The data centers may suffer for loss, damage, or interruption
        caused by fire, power loss, telecommunications failure, or other events
        beyond the Company. Any damage or failure that causes interruptions in
        the Company's operations could materially harm business, financial
        conditions, and results of operations.

        In addition, the Company's services depend on the efficient operation of
        the Internet connections between customers and the data centers. The
        Company depends on Internet service providers efficiently operating
        these connections. These providers have experienced periodic operational
        problems or outages in the past. Any of these problems or outages could
        adversely affect customer satisfaction and customers could be reluctant
        to use our Internet related services.

        THE COMPANY MAY NOT BE ABLE TO ACQUIRE NEW CONTENT, OR MAY HAVE TO
        DEFEND ITS RIGHTS IN INTELLECTUAL PROPERTY OF THE CONTENT THAT IS USED
        FOR ITS SERVICES WHICH COULD BE DISRUPTIVE AND EXPENSIVE TO ITS
        BUSINESS.

        The Company may not be able to acquire new content, or may have to
        defend its intellectual property rights or defend against claims that it
        is infringing the rights of others, where its content rights are
        concerned. Intellectual property litigation and controversies are
        disruptive and expensive. Infringement claims could require us to
        develop non-infringing services or enter onto royalty or licensing
        arrangements. Royalty or licensing arrangements, if required, may not be
        obtainable on terms acceptable to the Company. The business could be
        significantly harmed if the Company is not able to develop or license
        new content. Furthermore, it is possible that others may license
        substantially equivalent content, thus enabling them to effectively
        compete against us.


                                       11

<page>


        THE COMPANY DID NOT COMPLETE THE ASSESSMENT OF THE EFFECTIVENESS OF THE
        COMPANY'S INTERNAL CONTROL OVER FINANCIAL REPORTING, SET FORTH BY THE
        COMMITTEE OF SPONSORING ORGANIZATIONS (COSO) OF THE TREADWAY COMMISSION
        IN "INTERNAL CONTROL-INTEGRATED FRAMEWORK".

        Section 404 of the Sarbanes-Oxley Act of 2002 requires that management
        document and test the Company's internal control over financial
        reporting and include in the Annual Report on Form 10-K and this
        Quarterly Report on Form 10-Q report on management's assessment of the
        effectiveness of our internal control over financial reporting.

        In connection with the preparation of the Annual Report on Form 10K and
        this Quarterly Report on Form 10-Q, to evaluate the effectiveness of the
        design and operation of our disclosure controls and procedures as of
        March 31, 2008, the Company's management did not complete the assessment
        of the effectiveness of the Company's internal control over financial
        reporting, implementing the criteria set forth by the Committee of
        Sponsoring Organizations (COSO) of the Treadway Commission in "Internal
        Control-Integrated Framework".

        While the Company is taking immediate steps and dedicating substantial
        resources to implement the internal controls based on the criteria
        established in Internal Control - Integrated Framework issued by the
        COSO, they will not be considered fully implemented until the new and
        improved internal controls operate for a period of time, are tested and
        are found to be operating effectively.

        THE COMPANY DEPENDS ON KEY PERSONNEL.

        The Company depends on the performance of its senior management team.
        Its success depends on its ability to attract, retain, and motivate
        these individuals. There are no binding agreements with any of its
        employees that prevent them from leaving the Company at any time. There
        is competition for these people. The loss of the services of any of the
        key employees or failure to attract, retain, and motivate key employees
        could harm the business.

        THE COMPANY RELIES ON THIRD PARTIES.

        If critical services and products that the Company sources from third
        parties, such as content and network services were to no longer be made
        available to the Company or at a considerably higher price than it
        currently pays for them, and suitable alternatives could not be found,
        the business could be harmed.

        THE COMPANY COULD BE AFFECTED BY GOVERNMENT REGULATION.

        The list of countries to which our solutions and services could not be
        exported could be revised in the future. Furthermore, some countries may
        in future impose restrictions on streaming of broadband contents and
        related services. Failure to obtain the required governmental approvals
        would preclude the sale or use of services in international markets and
        therefore, harm the Company's ability to grow sales through expansion
        into international markets. While regulations in almost all countries in
        which our business currently operates generally permit the broadband
        services, such regulations in future may not be as favorable and may
        impede our ability to develop business.



                                       12

<page>


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None


ITEM 3: DEFAULTS UPON SENIOR SECURITIES

None


ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None


ITEM 5: OTHER INFORMATION

None


ITEM 6: EXHIBITS:

Exhibit 31.1       CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSANT
                   TO SECTION 302 OF THE SARBANES-OXLEY ACT

Exhibit 31.2       CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSANT
                   TO SECTION 302 OF THE SARBANES-OXLEY ACT

Exhibit 32.1       CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSANT
                   TO SECTION 906 OF THE SARBANES-OXLEY ACT

Exhibit 32.2       CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSANT
                   TO SECTION 906 OF THE SARBANES-OXLEY ACT




                                       13

<page>



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                         Amaru, Inc.
                                         ---------------------------------------
                                         (Registrant)


April 30, 2009                           /s/ Colin Binny
----------------                         ---------------------------------------
Date                                     President, Chief Executive Officer and
                                         Chief Financial Officer