<PAGE>

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

                                  FORM 10-QSB/A

[X]     Quarterly report filed under Section 13 or 15 (d) of the Securities
        Exchange Act of 1934 For the Quarterly Period Ended September 30, 2004

                                       or

[ ]     Transitional report filed under Section 13 or 15 (d) of the
        Exchange Act.

                           Commission File No. 0-32695

                                   Amaru, Inc.
                                  -------------
                 (Name of Small Business Issuer in its Charter)

          Nevada                                      88-0490089
         --------                                    ------------
State or other jurisdiction of            I.R.S. Employer Identification Number
incorporation or organization

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

Issuer's telephone number: (011) (65) 6332 9287
                           --------------------

           610 Newport Center Drive, Suite 1400, Newport Beach, Ca. 92660
           ---------------------------------------------------------------
                            Issuer's previous address

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) been
subject to such filing requirements for the past ninety (90) days.

Yes [X]   No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date: As of October 11, 2004, there were
20,900,000 shares of Common Stock, par value $.001 per share outstanding.

Transitional Small Business Disclosure Format (check one):

Yes [ ]     No [X]








<PAGE>

                            AMARU, INC. & SUBSIDIARY

                          FORM 10-QSB QUARTERLY REPORT
                 FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2004
                                TABLE OF CONTENTS

Forward-Looking Statements

PART I

Item 1.  Financial Statements
Item 2.  Management's Discussion and Analysis or Plan of Operation
Item 3.  Controls and Procedures

PART II

Item 1.  Legal Proceedings
Item 2.  Changes in Securities
Item 3.  Defaults Upon Senior Securities
Item 4.  Submission of Matters to a Vote of Security Holders
Item 5.  Other Information
Item 6.  Exhibits and Reports on Form 8-K

Signatures








<PAGE>

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This Form 10-QSB contains forward-looking statements about the business,
financial condition and prospects of the Company that reflect assumptions made
by management and management's beliefs based on information currently available
to it. We can give no assurance that the expectations indicated by such
forward-looking statements will be realized. If any of management's assumptions
should prove incorrect, or if any of the risks and uncertainties underlying such
expectations should materialize, the Company's actual results may differ
materially from those indicated by the forward-looking statements.

     The key factors that are not within the Company's control and that may have
a direct bearing on operating results include, but are not limited to, the
acceptance by customers of the Company's products and services, the Company's
ability to develop new products and services cost-effectively, the ability of
the Company to raise capital in the future, the development by competitors of
products or services using improved or alternative technology, the retention of
key employees and general economic conditions.

     There may be other risks and circumstances that management is unable to
predict. When used in this Form 10-QSB, words such as, "believes," "expects,"
"intends," "plans," "anticipates" "estimates" and similar expressions are
intended to identify forward-looking statements, although there may be certain
forward-looking statements not accompanied by such expressions. All
forward-looking statements are intended to be covered by the safe harbor created
by Section 21E of the Securities Exchange Act of 1934.

                                        3






<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                            AMARU, INC. & SUBSIDIARY
                              FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004

                                TABLE OF CONTENTS

       Balance Sheets                                                 5

       Statements of Operations                                       6

       Statement of Stockholders' Equity                              7

       Statements of Cash Flows                                       8

       Notes to Financial Statements                                  9

                                        4









<PAGE>
<TABLE>

                                   AMARU, INC. AND SUBSIDIARY
                                         BALANCE SHEETS
                                           (UNAUDITED)

                                                                     SEPTEMBER 30,
                                                                         2004       DECEMBER 31,
                                                                     (CONSOLIDATED)    2003
                                                                      ------------  ------------
<S>                                                                   <C>           <C>
ASSETS
     Current assets
Cash and cash equivalents                                             $    61,260   $    60,307
Accounts receivable                                                        14,043        14,097
Other receivables                                                           1,660        20,554
Prepaid expenses                                                            5,263        33,758
                                                                      ------------  ------------
     Total current assets                                                  82,226       128,716

    Non current assets
Property and equipment, net                                                15,542        18,866
Product development costs, net                                            212,125       297,402
Investment at equity                                                           --     1,403,493
License                                                                 2,420,227            --
Other                                                                       2,708         2,708
                                                                      ------------  ------------
   Total non current assets                                             2,650,602     1,722,469
                                                                      ------------  ------------

Total assets                                                          $ 2,732,828   $ 1,851,185
                                                                      ============  ============

LIABILITIES AND SHAREHOLDERS' EQUITY
     Current liabilities
Accounts payable and accrued expenses                                 $    57,993   $    64,738
Accounts payable-related parties                                          530,260       423,444
Line of credit                                                             52,591        58,188
Term loan current portion                                                      --         5,007
Income tax payable                                                         59,745        36,994
Advances from related parties                                             333,311        55,518
                                                                      ------------  ------------
    Total current liabilities                                           1,033,900       643,889

    Shareholders' equity
Series A convertible preferred stock (par value $0.001) 5,000,000
  shares authorized: 143,000 and 0 shares issued and outstanding at
  September 30, 2004 and December 31, 2003, respectively                      143            --
Common stock (par value $0.001) 200,000,000 shares authorized;
   20,900,000 shares issued and outstanding at September 30, 2004
   and 18,136,364 at December 31, 2003                                     20,900        18,136
Paid in capital                                                         1,298,681       867,292
Subscribed common stock, 0 and 337,513 shares at September 30, 2004
   and December 31, 2003, respectively                                         --       128,255
Retained earnings                                                         333,411       160,696
Comprehensive gain on currency translation                                 45,793        32,917
                                                                      ------------  ------------
   Total shareholders' equity                                           1,698,928     1,207,296
                                                                      ------------  ------------

Total liabilities and shareholders' equity                            $ 2,732,828   $ 1,851,185
                                                                      ============  ============

     The accompanying notes to financial statements are an integral part of these statements

                                                 5
</TABLE>







<PAGE>

<TABLE>
                                              AMARU, INC. AND SUBSIDIARY
                                               STATEMENTS OF OPERATIONS
                        FOR THE NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                                      (UNAUDITED)
<CAPTION>

                                                           FOR THE NINE MONTHS ENDED      FOR THE THREE MONTHS ENDED
                                                          ----------------------------    -----------------------------
                                                          SEPTEMBER 30,  SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,
                                                             2004            2003            2004           2003
                                                        (CONSOLIDATED)                  (CONSOLIDATED)
                                                         -------------   -------------   -------------   -------------
<S>                                                      <C>             <C>             <C>             <C>
Revenue:
Licensing and advertising (including $900,000
  to a related party in the quarter ended
  September 30, 2004 and $1,800,000 for the
  nine months ended September 30, 2004)                  $  2,997,479    $      5,244    $    901,163    $      1,020
E-commerce                                                     12,046              --              --              --
Subscription and related services                               4,320              98             322              98
Other income                                                   29,829             588          17,978             588
                                                         ------------    ------------    ------------    ------------
     Total revenue                                          3,043,674           5,930         919,463           1,706
Cost of services (includes $998,026 and $157,895
  from a related party in the quarter ended
  September 30, 2004 and 2003 respectively.
  Includes $2,060,430 and $157,895 for the nine
  months ended September 30, 2004 and 2003,
  respectively)                                             2,134,188         184,939       1,013,327         175,308
                                                         -------------   -------------   -------------   -------------
Gross profit (loss)                                           909,486        (179,009)        (93,864)       (173,602)

Distribution costs                                            229,125           8,411          15,709           3,806
Administrative expenses                                       345,886         149,928         118,889          50,969
                                                         -------------   -------------   -------------   -------------
  Total expenses                                              575,011         158,339         134,598          54,775

Income (loss) from operations                                 334,475        (337,348)       (228,462)       (228,377)

Other (income) expense:
  Expenses related to public listing                           89,494              --          25,000              --
  Finance expenses                                              1,713           2,816             768           1,003
  Income taxes                                                 70,553              --         (41,845)             --
                                                         -------------   -------------   -------------   -------------
Net income (loss)                                        $    172,715    $   (340,164)   $   (212,385)   $   (229,380)
                                                         =============   =============   =============   =============

Earnings (loss) per share-basic and diluted              $       0.01    $      (0.02)   $      (0.01)   $      (0.01)
                                                         =============   =============   =============   =============
Weighted average number of common shares
  outstanding-basic and diluted                            19,953,313      17,727,273      20,761,538      17,727,723
                                                         =============   =============   =============   =============

               The accompanying notes to financial statements are an integral part of these statements

                                                                               6
</TABLE>






<PAGE>
<TABLE>
                                                     AMARU, INC. AND SUBSIDIARY
                                                  STATEMENT OF SHAREHOLDERS' EQUITY
                                                             (UNAUDITED)

                          Series A Convertible
                            Preferred Stock         Common Stock
                          --------------------  -------------------
                                                                                                                          Total
                                                                      Additional                           Currency       share-
                            Number   Par Value  Number of  Par value   Paid-in     Subscribed   Retained  Translation     holders'
                          of Shares  ($0.001)    shares     ($0.001)    capital      stock      Earnings     gain         equity
                          ----------------------------------------------------------------------------------------------------------
<S>                       <C>       <C>        <C>         <C>        <C>          <C>          <C>        <C>         <C>
Balance
  December 31, 2002            --   $    --    17,727,273  $ 17,727   $ 753,701    $  82,844    $ 121,166  $ (4,475)   $   970,963

Common stock
  issued for cash              --        --       409,091       409     113,591           --           --        --        114,000

Common stock
  subscribed at
  various dates                --        --            --        --          --       45,411           --        --         45,411

Net income                     --        --            --        --          --           --       39,530        --         39,530

Comprehensive gain
  on currency
  translation                  --        --            --        --          --           --           --    37,392         37,392
                                                                                                                        ------------
Comprehensive income                                                                                                        76,922
                         -----------------------------------------------------------------------------------------------------------
Balance
  December 31, 2003            --        --    18,136,364    18,136     867,292      128,255      160,696    32,917      1,207,296

Shares issued
  for cash
  Feb. 10, 2004                --        --     1,363,636     1,364     414,636     (128,255)          --        --        287,745

Reverse acquisition       143,000       143       500,000       500     (27,347)          --           --        --        (26,704)

Stock issued
  for services                 --        --       900,000       900      44,100           --           --        --         45,000

Net income                     --        --            --        --          --           --      172,715        --        172,715

Comprehensive gain
  on currency
  translation                  --        --            --        --          --           --           --    12,876         12,876
                                                                                                                       -------------
Comprehensive income                                                                                                       185,591
                         -----------------------------------------------------------------------------------------------------------
Balance
  September 30, 2004
  (consolidated)
  (Unaudited)             143,000   $   143    20,900,000  $ 20,900  $1,298,681    $      --    $ 333,411   $45,793    $ 1,698,928
                         ===========================================================================================================

                       The accompanying notes to financial statements are an integral part of these statements

                                                                  7
</TABLE>






<PAGE>

<TABLE>
                                 AMARU, INC. AND SUBSIDIARY
                                  STATEMENTS OF CASH FLOWS
                    FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                         (UNAUDITED)

                                                                 FOR THE NINE MONTHS ENDED
                                                               -----------------------------
                                                               SEPTEMBER 30,
                                                                    2004       SEPTEMBER 30,
                                                               (CONSOLIDATED)      2003
                                                                ------------   ------------
<S>                                                             <C>            <C>
CASH FLOW FROM OPERATING ACTIVITIES
    Net income (loss)                                           $   172,715    $  (340,165)
    Adjustments to reconcile net income (loss)
    Amortization                                                     85,277         84,335
    Depreciation                                                      8,778         21,281
    Fixed assets written off                                             --          7,414
    Acquisition of license in exchange for account receivable    (1,016,734)            --
    Common stock issued for services                                 45,000             --
 Changes in operating assets and liabilities
    Accounts receivable                                                  54        (10,295)
    Prepaid and other                                                47,389          1,648
    Accounts payable and accrued expenses                           100,071        158,623
    Income tax payable                                               22,751            260
                                                                ------------   ------------
Net cash used in operating activities                              (534,699)       (76,899)

CASH USED IN INVESTING ACTIVITIES
    Acquisition of equipment                                         (5,454)            --
                                                                ------------   ------------
Net cash used in investing activities                                (5,454)            --

CASH PROVIDED FROM FINANCING ACTIVITIES
   Addition (payment) to related parties                            277,793         30,011
   Addition (payment) of line of credit and loans                   (10,604)         4,745
   Re-capitalization of M2B World Pte. Ltd                          (26,704)            --
   Proceeds from sale of stock                                      287,745         38,368
                                                                ------------   ------------
Net cash provided from financing activities                         528,230         73,124

Effect of exchange rate changes on cash                              12,876          4,566
                                                                ------------   ------------

Cash flow from all activities                                           953            791

Cash and cash equivalents, beginning of period                       60,307         57,700
                                                                ------------   ------------

Cash and cash equivalents, end of period                        $    61,260    $    58,491
                                                                ============   ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Interest                                                    $     1,714    $     2,816
                                                                ============   ============

    Income taxes                                                $    48,479    $        --
                                                                ============   ============

   The accompanying notes to financial statements are an integral part of these statements

                                                  8
</TABLE>







<PAGE>

                            AMARU, INC. & SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                   (UNAUDITED)

1. BASIS OF PRESENTATION AND REORGANIZATION
-------------------------------------------

         The financial information included herein is unaudited. However, such
         information reflects all adjustments (consisting solely of normal
         occurring adjustments) which are, in the opinion of management,
         necessary for a fair statement of results for the interim periods. The
         results of operations for the nine months ended September 30, 2004, are
         not necessarily indicative of the results to be expected for the full
         year.

         The accompanying financial statements do not include footnotes and
         certain financial presentations normally required under generally
         accepted accounting principles; and, therefore, should be read in
         conjunction with the Company's Annual Report on Form 10-KSB for the
         year ended December 31, 2003, and Form 8-K/A-2, filed on October 19,
         2004.

         REORGANIZATION
         --------------

         As of February 25, 2004, an agreement was entered into which provides
         for the reorganization of M2B World Pte. Ltd., a Singapore corporation
         with and into Amaru, Inc. (Amaru), a Nevada corporation, with M2B World
         Pte. Ltd. (M2B), becoming a wholly-owned subsidiary of Amaru. The
         agreement is for the exchange of 100% of the outstanding Common Stock
         of M2B World Pte. Ltd. for 19,500,000 common shares and 143,000 Series
         A convertible preferred shares of Amaru, which are each convertible
         into 38.461538 shares of Amaru common stock.

         The exchange was accounted for as a reverse acquisition. Accordingly,
         for financial statement purposes, M2B World Pte. Ltd. was considered
         the accounting acquiror and the related business combination was
         considered a recapitalization of M2B World Pte. Ltd. rather than an
         acquisition by the Company. The historical financial statements prior
         to the agreement will be those of M2B World Pte. Ltd. and the name of
         the consolidated Company going forward will be Amaru, Inc. and
         Subsidiary.

         On this basis, the historical financial statements prior to February
         28, 2004 have been restated to be those of the accounting acquirer M2B
         World Pte. Ltd. The historical stockholders' equity prior to the
         reverse acquisition has been retroactively restated (a
         recapitalization) for the equivalent number of shares received in the
         acquisition after giving effect to any difference in par value of the
         issuer's and acquirer's stock.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------

         USE OF ESTIMATES
         ----------------

         The preparation of financial statements in accordance with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities and the
         reported amounts of revenues and expenses during the reporting period.
         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.

                                        9








<PAGE>

         CONCENTRATION OF CREDIT RISK
         ----------------------------

         The credit risk is primarily attributable to the Company's trade
         receivables. The credit risk on liquid funds is limited because the
         counterparties are banks with high credit ratings assigned by
         international credit-rating agencies. Licensing and advertising
         revenues were concentrated with three customers totaling 100% of these
         related revenues for the nine months ended September 30, 2004.

         The Company's operations are conducted over the world wide web and some
         purchases are made from locations outside of Singapore. However all
         transactions are recorded in Singapore
<TABLE>

                                          For the three months         For the nine months
                                            ended September 30          ended September 30
                                            ------------------          ------------------
                                            2004         2003           2004         2003
                                            -------      -------        ---------    -------
<S>      <C>
         Sales outside of Singapore          -            -             -            -
         Services purchased outside
         of Singapore (1)                   998,026      157,895        2,260,430    157,895
</TABLE>

         At September 30,2004 and 2003 all assets of the Company were located in
         Singapore.

(1)      Includes $998,026 and $157,895 purchased from a related party in
         Malaysia for the quarter ended September 30, 2004 and 2003
         respectively, and $2,060,430 and $157,895 purchased from a related
         party in Malaysia for the nine months ended September 30, 2004 and
         2003, respectively ( see Note 9)

         CASH AND CASH EQUIVALENTS
         -------------------------

         Cash on hand, in banks and short-term deposits are held to maturity and
         are carried at cost.

         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.

         For the purposes of the cash flow statement, cash and cash equivalents
         consist of cash on hand and deposits in banks, net of outstanding bank
         overdrafts.

         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. Content syndication revenue is recognized as the content is
         delivered. E-commerce commissions are recognized as received.
         Broad-band consulting services and on-line turnkey solutions are
         recognized as earned.

         To date the Company has only had revenues from licensing and
         advertising, E-commerce and subscriptions and related services.

         COSTS OF SERVICES
         -----------------

         The cost of services pertaining to 1) advertising and sponsorship
         revenue and 2) 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 are channel design and alteration, and hardware
         hosting and maintenance costs. All these costs are accounted for in the
         period incurred.

                                        10






<PAGE>

         LICENSING RIGHTS
         ----------------

         Licensing rights refers to the rights to use the content. These rights
         are purchased for a specific period as determined in the contract. The
         costs of these rights are recognized in the accounts over the life of
         the contract on a straight line basis. These contents are then streamed
         into the broad-band sites and the revenue earned from advertising,
         sponsorship and subscription are then recognized according to our
         policy on revenue.

         TRADE AND OTHER RECEIVABLES
         ---------------------------

         Trade receivables, which generally have 30 to 90 day terms, are
         recognized and carried at the original invoice amount less an allowance
         for any uncollectible amounts (if any). An estimate for doubtful debts
         is made when collection of the full amount is no longer probable. Bad
         debts are written off as incurred.

         The Company has reviewed trade and other receivables and determined
         that no allowance for doubtful accounts is required.

         PROPERTY AND EQUIPMENT
         ----------------------

         Property and equipment is stated at cost. Expenditures for major
         improvements are capitalized, while replacements, maintenance and
         repairs, which do not significantly improve or extend the useful life
         of the asset, are expensed when incurred.

         Depreciation of property and equipment is computed using the
         straight-line method over the estimated useful lives of the assets,
         which is three to five years.

         PRODUCT DEVELOPMENT
         -------------------

         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. The Company projects that these
         development costs will be useful for up to five years before additional
         significant development needs to be done

         IMPAIRMENT OF LONG-LIVED ASSETS
         -------------------------------

         The Company reviews the carrying values of its long-lived and
         intangible assets for possible impairment whenever events or changes in
         circumstances indicate that the carrying amount of the assets may not
         be recoverable. No impairment losses were recorded in the nine months
         ended September 30, 2004 and the year 2003.

         INVESTMENTS
         -----------

         Investments in unconsolidated subsidiaries in which the Company has a
         20% to 50% interest or otherwise exercises significant influence are
         carried at cost, adjusted for the Company's proportionate share of
         their undistributed earnings or losses.

         On December 27, 2002, the Company acquired a 9.76% interest in a joint
         venture entity, FSBM M2B Sdn Bhd, which it accounts for at cost. The
         investment of $2,708 is included in other assets at September 30, 2004
         and December 31, 2003.

         On January 30, 2004, the Company acquired 100% of the outstanding
         common stock of CRE8 IP&P in exchange for $2,420,227 of accounts
         receivable from CRE8 International Limited. CRE8 IP&P was incorporated
         in the British Virgin Islands to hold a license to operate an
         E-commerce platform. The company anticipates that the acquisition of
         CRE8 IP&P will allow M2B World to provide on-line trading opportunities
         for consumers and companies to barter and/or purchase goods.

                                        11






<PAGE>

         The Company accounted for its acquisition of CRE8 IP&P under the
         purchase method of accounting and in accordance with SFAS No. 141
         "Business Combinations", which requires the acquirer to identify all of
         the assets acquired and liabilities assumed. As of January 30, 2004,
         CRE8 IP&P had no assets or liabilities on its books and has had no
         operations since its inception on July 25, 2002. However, the Company
         did identify a license owned by CRE8 IP&P that meets the separable and
         contractual recognition criteria of SFAS 141 for acquired intangible
         assets. The Company has allocated the entire cost of the acquisition of
         $2,420,227 to the license based on its fair value as determined by a
         third party valuation.

         CRE8 IP&P has recorded this license in its financial statements at
         $2,420,227 in accordance with SAB No. 54, "Push Down Basis Of
         Accounting Required In Certain Limited Circumstances". The license has
         an indefinite life and is not subject to amortization.

         ADVANCES FROM PARENT
         --------------------

         Advances from parent are unsecured, non-interest bearing and carry no
         fixed terms of repayment.

         FOREIGN CURRENCY TRANSLATION
         ----------------------------

         Transactions in foreign currencies are measured and recorded in the
         functional currency Singapore dollars using the exchange rate in effect
         at the date of the transaction. The reporting currency is U.S. dollars.
         At each balance sheet date, recorded monetary balances that are
         denominated in a foreign currency are adjusted to reflect the rate at
         the balance sheet date and the income statement accounts using the
         average exchange rates throughout the period. Translation gains and
         losses are recorded in stockholders' equity as other comprehensive
         income and realized gains and losses are reflected in operations.

         ADVERTISING
         -----------

         The cost of advertising is expensed as incurred. For the quarter and
         the nine months ended September 30, 2004 the company incurred
         advertising expenses of $2,777 and $203,482 respectively.

         INCOME TAXES
         ------------

         Deferred income taxes are reported using the liability method. Deferred
         tax assets are recognized for deductible temporary differences and
         deferred tax liabilities are recognized for taxable temporary
         differences. Temporary differences are the differences between the
         reported amounts of assets and liabilities and their tax bases.
         Deferred tax assets are reduced by a valuation allowance when, in the
         opinion of management, it is more likely than not that some portion or
         all of the deferred tax assets will not be realized. Deferred tax
         assets and liabilities are adjusted for the effects of changes in tax
         laws and rates on the date of enactment.

         EARNINGS(LOSS) PER SHARE
         ------------------------

         In February 1997, the Financial Accounting Standards Board (FASB)
         issued SFAS 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.

         FINANCIAL INSTRUMENTS
         ---------------------

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


                                        12






<PAGE>

         RECLASSIFICATIONS
         -----------------

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

3. PROPERTY AND EQUIPMENT
-------------------------

         Property and equipment consist of the following:

                                                    December 31,   September 30,
                                                       2003            2004
                                                    ------------   ------------
         Office equipment                           $    58,857    $    64,145
         Furniture, fixture and fittings                    396            562
                                                    ------------   ------------

                                                         59,253         64,707

         Accumulated depreciation                       (40,387)       (49,165)
                                                    ------------   ------------

                                                    $    18,866    $    15,542
                                                    ============   ============

         Depreciation expense was $24,689 the year ended December 31, 2003 and
         $8,778 for the nine months ended September 30, 2004.

4. PRODUCT DEVELOPMENT
----------------------

         Product development consists of the following:

                                                    December 31,   September 30,
                                                        2003           2004
                                                    ------------   ------------
         Development expenditures                   $   595,413    $   595,413

         Accumulated amortization                      (298,011)      (383,288)
                                                    ------------   ------------

                                                    $   297,402    $   212,125
                                                    ============   ============

         Amortization expense was $115,914 for the year ended December 31, 2003
         and $85,277 for the nine months ended September 30, 2004.

5. LINE OF CREDIT
-----------------

         The Company has a $118,343 line of credit, repayable on demand, used to
         fund the Group's short-term working capital requirements. The line of
         credit bears interest at prime lending rate plus 1% per annum (6% at
         December 31, 2003). This loan is secured by a certificate of deposit of
         $60,189 and a personal guarantee of a director. Interest is payable
         monthly. The outstanding balance was $52,591 at September 30, 2004.

6. COMMITMENTS AND CONTINGENCIES
--------------------------------

         LEASES
         ------

         The Company leases its office space under a one year operating lease
         which expires in February 2005 with a monthly payment of $1,856. Rent
         expense totaled $10,344 for the year ended December 31, 2003 and
         $13,029 for the nine months ended September 30, 2004

         Future minimum lease payments due are as follows for the years ended
         December 31:

                       2004                          $      5,568
                       2005                                 3,712
                                                     ------------

                                                     $      9,280
                                                     ============

                                        13






<PAGE>

7. CAPITAL STOCK
----------------

         COMMON STOCK
         ------------

         On February 10, 2004 the M2B issued 1,363,636 shares of $0.31 par value
         Series D common stock for a total cash capital contribution of $416,000
         prior to the reverse acquisition.

         On July 13, 2004, the Company issued 900,000 shares of common stock for
         services valued at $45,000.

8. INCOME TAXES
---------------

         The Company files separate tax returns for Singapore and the United
         States of America. Reconciliation of the differences between the
         statutory tax and the effective income tax are as follows:

                                                     For the nine months ended
                                                    ----------------------------
                                                    September 30,  September 30,
                                                        2004            2003
                                                    -------------  -------------
         U.S. Federal statutory tax                      (20.9%)           -%
         U.S. State taxes, net of federal tax                -%            -%
         Foreign statutory tax rate                       20.0%        (22.0%)
         Valuation allowance                              20.9%         22.0%
                                                    -------------  -------------
            Effective income tax rate                     20.0%            -%
                                                    =============  =============

                                                    For the three months ended
                                                    ----------------------------
                                                    September 30,  September 30,
                                                        2004           2003
                                                    -------------  -------------
         U.S. Federal statutory tax                      (30.2%)           -%
         U.S. State taxes, net of federal tax                -%            -%
         Foreign statutory tax rate                       20.0%        (22.0%)
         Valuation allowance                              30.2%         22.0%
                                                    -------------  -------------
            Effective income tax rate                     20.0%            -%
                                                    =============  =============

         The components of income tax expense consist of the following:

                                                     For the nine months ended
                                                    ----------------------------
                                                    September 30,  September 30,
                                                        2004           2003
                                                    -------------  -------------
         Current:

         Federal                                    $     18,678   $         --
         State                                                --             --
         Foreign                                          70,553             --
         Valuation allowance                             (18,678)            --
                                                    -------------  -------------
                                                    $     70,553   $         --
                                                    =============  =============

                                                     For the three months ended
                                                    ----------------------------
                                                    September 30,  September 30,
                                                        2004            2003
                                                    -------------  -------------
         Current:

         Federal                                    $     (7,555)  $         --
         State                                                --             --
         Foreign                                         (41,845)            --
         Valuation allowance                               7,555             --
                                                    -------------  -------------
                                                    $    (41,845)  $         --
                                                    =============  =============

                                        14






<PAGE>

         The Company operated primarily in Singapore and incurred no United
         States federal or state income taxes as of September 30, 2004 and 2003.
         The Company had no significant deferred tax assets or liabilities as of
         September 30, 2004 and 2003.

         The Company had available approximately $89,500 of unused Federal net
         operating loss carry-forwards at September 30, 2004, that may be
         applied against future taxable income. These net operating loss
         carry-forwards expire for Federal purposes in 2024. There is no
         assurance that 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. At September 30, 2004, a valuation allowance for the
         full amount of the net deferred tax asset was established due to the
         uncertainties as to the amount of the taxable income that would be

9. RELATED PARTY TRANSACTIONS
------------------------------

         During the quarter ended September 30, 2004 and 2003, the Company
         purchased services from a related party in the amount of $998,026 and
         $157,895, respectively. For the nine months ended September 30, 2004
         and 2003 the amount purchased from this related party was $2,060,430
         and $157,895, respectively. The related party is FSBM M2B Sdn Bhd (
         FSBM ) which is registered in Malaysia. FSBM is a joint venture between
         M2B World and FSBM Holdings Berhad (formerly known as Fujitsu System
         Business Malaysia Berhad). FSBM serves as a production base for M2B
         World, having digital post-production suites for content production and
         reporting. M2B World owns a 9.76% equity stake in FSBM

         On December 29, 2004, the Company sold the 9.76% equity stake in FSBM
         M2B Sdn Bhd to a third party for $600,000 at a gain of $597,292.

10. SUBSEQUENT EVENT
--------------------

         As of October 25, 2004, a total of 143,000 shares of Series A
         Convertible Preferred Stock was converted into 5,500,000 shares of
         common stock of Amaru, Inc.


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

ALL FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE DEEMED BY THE COMPANY TO BE
COVERED BY AND TO QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. PROSPECTIVE SHAREHOLDERS SHOULD
UNDERSTAND THAT SEVERAL FACTORS GOVERN WHETHER ANY FORWARD - LOOKING STATEMENT
CONTAINED HEREIN WILL BE OR CAN BE ACHIEVED. ANY ONE OF THOSE FACTORS COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED HEREIN. THESE
FORWARD - LOOKING STATEMENTS INCLUDE PLANS AND OBJECTIVES OF MANAGEMENT FOR
FUTURE OPERATIONS, INCLUDING PLANS AND OBJECTIVES RELATING TO THE PRODUCTS AND
THE FUTURE ECONOMIC PERFORMANCE OF THE COMPANY. ASSUMPTIONS RELATING TO THE
FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE
ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, FUTURE BUSINESS DECISIONS, AND THE
TIME AND MONEY REQUIRED TO SUCCESSFULLY COMPLETE DEVELOPMENT PROJECTS, ALL OF
WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE
BEYOND THE CONTROL OF THE COMPANY. ALTHOUGH THE COMPANY BELIEVES THAT THE
ASSUMPTIONS UNDERLYING THE FORWARD - LOOKING STATEMENTS CONTAINED HEREIN ARE
REASONABLE, ANY OF THOSE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE,
THERE CAN BE NO ASSURANCE THAT THE RESULTS CONTEMPLATED IN ANY OF THE FORWARD -
LOOKING STATEMENTS CONTAINED HEREIN WILL BE REALIZED. BASED ON ACTUAL EXPERIENCE
AND BUSINESS DEVELOPMENT, THE COMPANY MAY ALTER ITS MARKETING, CAPITAL
EXPENDITURE PLANS OR OTHER BUDGETS, WHICH MAY IN TURN AFFECT THE COMPANY'S
RESULTS OF OPERATIONS. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN THE
FORWARD - LOOKING STATEMENTS INCLUDED THEREIN, THE INCLUSION OF ANY SUCH
STATEMENT SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE COMPANY OR ANY OTHER
PERSON THAT THE OBJECTIVES OR PLANS OF THE COMPANY WILL BE ACHIEVED.

                                        15






<PAGE>

General

As of February 25, 2004 (the "Closing Date"), Amaru, Inc. (the "Company")
acquired M2B World Pte Ltd., a Singapore corporation ("M2B World") in exchange
for 19,500,000 newly issued "restricted" shares of common voting stock of the
Company and 143,000 "restricted" Series A Convertible Preferred Stock shares to
the M2B World shareholders on a pro rata basis for the purpose of effecting a
tax-free reorganization pursuant to sections 351, 354 and 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended ("IRC") pursuant to the Agreement and
Plan of Reorganization (the "Reorganization Agreement") by and between the
Company, M2B World and M2B World shareholders. As a condition of the closing of
the share exchange transaction, certain shareholders of the Company cancelled a
total of 1,457,500 shares of common stock. Each one (1) ordinary share of M2B
World has been exchanged for 1.3636363 shares of the Company's Common Stock and
100 shares of the Company's Series A Convertible Preferred Stock. Each share of
newly issued Company's Series A Convertible Preferred Stock can be converted to
38.461538 shares of the Company's common stock. Following the Closing Date,
there were 20,000,000 shares of the Company's Common Stock outstanding and
143,000 shares of the Company's Series A Convertible Preferred Stock
outstanding. Immediately prior to the Closing, there were 500,000 shares issued
and outstanding.

M2B World is in the business of broadband entertainment and education-on-demand,
streaming via computers, television sets, PDAs (Personal Digital Assistant) and
in the near future through third generation devices; and the provision of
broadband services. Its business includes channel and program sponsorship
(advertising and branding); online subscriptions, channel/portal development
(digital programming services); content aggregation and syndication; broadband
consulting services and E-commerce.

The restructuring and re-capitalization has been treated as a reverse
acquisition with M2B World becoming the accounting acquirer. The historical
financial statements prior to the closing of the transaction are those of M2B
World.

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

RESULTS OF OPERATIONS
---------------------

For the three months and nine months ended September 30, 2004 compared with
three months and nine months ended September 30, 2003

OVERVIEW

The key business focus of M2B 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.

M2B owns exclusive rights in the broadband media for various content. M2B will
apply broadband technologies to facilitate its growth in the broadband and
internet sector.

Broadband technology is high speed, high-bandwidth two-way data, voice and video
communications, delivered at high transmission rates up to 12 Mbps. This will
encompass:

o        Digital Subscriber Line (DSL) technology for delivery into computers o
         Set-top box technology for delivery into TV screens
o        Wireless technology for delivery into PDAs and 3G hand phones

The immediate plan of M2B in the next three years is to launch high impact, rich
media, entertainment and education content channels globally over the broadband
and 3G, comprising:

o        On-line "Television" on subscription basis - Broadband access premium
         sites
o        Advertising and Sponsorship - supporting the online broadband
         subscription sites
o        On-line shopping malls - E-commerce platforms, and alongside the
         broadband sites, on an interactive basis.

         M2B's broadband sites will consist of:

o        ENTERTAINMENT SITES (CURRENT)

                                        16


<PAGE>

         Music, movies, glamour and fashion, lifestyle (hobbies, cooking,
         personalities), documentaries, sports, health and fitness, and others.

o        EDUCATION SITES

o        BUSINESS AND CORPORATE TRAINING (CURRENT)

         Management skills, communication skills, decision making, customer
         services and sales, motivation, presentation and writing skills,
         counseling and others.

o        SCHOOL LEARNING CURRICULUMS (FUTURE)

o        HEALTH AND WELLNESS (FUTURE)

For the broadband, M2B delivers both wire and wireless solutions, streaming via
computers, TV sets, PDAs and 3G hand phones.

At the same time M2B launches e-commerce channels (portals) that provide on-line
shopping but with a difference, merging two leisure activities of shopping and
entertainment, delivering the ultimate on-line experience. The entertainment
channels will drive and promote the shopping portals, and vice versa.

M2b World has a wholly owned subsidiary, M2b Commerce Limited (formerly known
as Cre8 Ip&p ), registered in the British Virgin Islands. The acquisition of the
entity, M2b Commerce Limited with the license to operate an E-commerce platform
augurs well for M2b World. With this license M2b World can operate an E-commerce
platform in Singapore and also has the first right of refusal in certain Asian
countries.

Through this E-commerce platform M2b World will be able to provide an extensive
on-line trading opportunities for consumers and companies to barter and/or
purchase goods. The marketing of this E-commerce platform can be done through
its entertainment channels

M2b World also operates Online Shopping Portals along Side Broadband
Entertainment Sites, this gives M2b World the added advantage of being able to
inter-link the E-commerce Platform with the Online Shopping Portal and Broadband
Entertainment Sites to provide an interactive experience of the
consumers/viewers. This means that consumers/viewers can "pause" watching of
videos in order to shop or go to the E-commerce Platform to conduct a trade.
Such combination will provide M2b World with an attractive package to
offer to the consumers/ viewers and put the company on a competitive edge.

M2b World intends to transfer and consolidate all of its Online Shopping Portals
under M2b Commerce Limited.

The Online Shopping Portal together with the E-commerce Platform which comprised
E-commerce business of M2b World is estimated to account for 10% of total
revenue with the remaining revenue coming from subscription, advertising and
E-services. The E-commerce Platform will likely be launch in the first
quarter/early second quarter of 2005.

M2B World has built and installed its broadband streaming system complete with
firewalls, load balancing, bandwidth and consumer monitoring systems, video
treaming, video storage and web servers in Singapore.

M2B World has a joint venture with FSBM Holdings Berhad (formerly known as
Fujitsu System Business Malaysia Berhad) in Malaysia. The company is registered
in Malaysia as FSBM M2B Sdn Bhd. The joint venture has been given pioneer shares
in Malaysia, and its incentives include an investment tax allowance of up to
five years. The joint venture serves as the production base for M2B, having
digital post-production suites for content production and repurposing.

M2B World has currently developed its streaming applications to stream into
television sets, through a copper wire or telephone cable and via a set top box.
Testing of set top boxes was successfully completed in 2003.

M2B had developed a capability to stream wireless broadband and have its own
digitized entertainment sites for wireless broadband applications. By the end of
2004, the management believes that M2B will be ready to launch its broadband
content sites in the modified form for the 2.75/3G hand phones.

                                        17




<PAGE>

BUSINESS MODEL

The business model in the area of broadband entertainment, education and
services is to provide the company with multiple streams of revenue; from
channel and program sponsorship (advertising and branding); on-line
subscriptions; channel/portal development (digital programming services);
content aggregation and syndication; broadband consulting services; on-line
shopping turnkey solutions; E-commerce commissions and on-line dealerships.

REVENUE

Revenues for the nine months ended September 30, 2004 increased to $3,043,674
from $5,930 for the nine months ended September 30, 2003. The increase of
$3,037,744 resulted primarily from advertising and content syndication arising
out of the launch of newly enhanced broadband sites. The company's process of
constructing and enhancing its broadband sites resulted in additional
advertising revenue of $901,163 for the three months ended September 30, 2004
compared to $1,020 for the three months ended September 30, 2003.

In the first three quarters of 2003, the company concentrated on enhancing its
existing broadband content and e-commerce sites, with better design and content
mix. Therefore, no or negligible revenue was earned in the nine months ended
September 30, 2003.

Beginning August, September and the last quarter of 2003, the company launched
new broadband sites in US and Singapore. These sites included Chinese
entertainment sites as well as business and corporate training sites, in the US
and Singapore. One more new movie site was also launched in Singapore.

These enhancements to the existing broadband sites, and the launch of the new
broadband sites as highlighted above, saw the first reasonably significant
revenues from advertising and content syndication materializing in the last
quarter of 2003.

By September 2004, the company had secured substantial advertising revenue as it
sought to grow its subscription and e-commerce revenues. The company acquired
licensing rights to content to increase its advertising revenues, and provide it
with a rich content platform to begin securing subscription revenues in the near
future. At the same time the company increased its marketing efforts by taking
up online advertising of its broadband sites.

The company enhanced its fashion and glamour site. This international glamour
and fashion site, the US business and corporate training site and three other
international sites attracted the bulk of the advertising revenues.

COST OF SALES

The company's process of constructing and enhancing its broadband sites resulted
in additional advertising revenue of $901,163 for the three months ended
September 30,2004. Total revenue for the same period was $919,463. The cost of
sales incurred for these three months was $1,013,327 resulting mainly from the
acquisition of contents license rights for the broadband sites. As a proportion
of revenue it accounted for 110%. This was lower than the proportion of the cost
of sales to revenue for the same three months ended September 30, 2003 of
10,275% (revenue at $1,706 and cost at $175,308).The high percentage of cost of
sales to revenue for the three months ended September 30, 2003 was attributed to
the low revenue as during these three months the company has not secured revenue
from advertising and content syndication. Cost incurred in the third quarter of
2003 was for the acquisition of contents for the broadband sites that were
launched in the US and Singapore.

For the nine months ended September 30, 2004, the revenue was $3,043,674
resulting mainly from advertising and content syndication arising out of the
launch of newly enhanced broadband sites. In the same period the cost of sales
was $2,134,188. As a proportion of revenue it accounted for 70%. This was much
lower than the proportion of cost of sales to revenue for the nine months ended
September 30,2003 of 3,118%( revenue at $5,930 and cost at $184,939). This large
percentage of cost of sales to revenue was due to the low revenue as advertising
and content syndication revenue were not secured yet. Further costs were
incurred for the acquisition of contents for the launch of new broadband sites
in the US and Singapore.


                                        18



<PAGE>

DISTRIBUTION EXPENSES

Distribution expenses for the nine months ended September 30, 2004 increased to
$229,125 from $8,411 in the nine months ended September 30, 2003. The
significant increase was due mainly to the marketing and promotion of the
broadband sites on an international basis in 2004. The main increase in
distribution expenses over the nine months period ended September 2004 was in
the three months from April to June 2004. The amount incurred of $204,443 in
these three months accounted for 89% of the distribution costs of $229,125
incurred in the nine months ended September 2004.

Distribution expenses increased by an insignificant amount of $11,903 from the
three months ended September 2003 of $3,806 to $15,709 for the three months
ended September 2004.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for the nine months ended September 30, 2004
increased to $345,886 from $149,928 for the nine months ended September 30,
2003. The increase of $195,958 resulted primarily from legal and other
professional fees paid in the nine months ended September 30, 2004. The company
incurred additional administrative fees of $118,889 in the three months ended
September 30, 2004 compared to $50,969 for the three months ended September 30,
2003. The high legal and other professional fees incurred in the nine months
ended September 30, 2004 was due to the compliance required of a publicly listed
company. These expenses were not incurred for the nine months ended September
30, 2003 since the Company was not reporting during the period then ended.

OPERATING INCOME

For the nine months ended September 30, 2004, the income from operations was
$334,475 which increased by $671,823 from a loss of ($337,348) for the nine
months ended September 30, 2003. For the three months ended September 30, 2004
the company incurred a loss from operations of ($228,462)as compared to a loss
of ($228,377) in the three months ended September 30, 2003. The loss was
attributed to the cost of acquisition of content license rights, marketing and
promotion of the broadband sites, and legal and professional fees incurred
primarily for complying with the requirements of a publicly listed company. The
profit from the three months from January to March 2004 more than offset the
loss in the next six months from April to September 2004 resulting in a profit
for the nine months ended September 30, 2004.

LIQUIDITY AND CAPITAL RESOURCES

The company had cash at $61,260 at September 30 2004 as compared to cash of
$58,491 at September 30, 2003.

The company believes that cash generated from its operations will be able to
cover its daily running cost and overheads.

Cash generated from operations will not be able to cover the company's intended
growth and expansion. The company has plans in 2004 to expand its broadband
coverage by launching new broadband sites in North America and Europe.

In North America, the company intends to launch new broadband entertainment and
business training content sites in 2004. As of September 2004, one new
entertainment site and one new business training site had been launched in North
America. In Asia, one new business training site had been launched in 2004. At
least one new broadband entertainment site is also planned for launching
streaming content on a world wide scale in the last quarter of 2004. In the area
of E-commerce, the company plans to launch one new shopping mall for health and
wellness products online.

The company has completed its prototype content for 3G (third generations)
mobile phones. The company is working with telecommunication companies and
mobile operators on the possibility of launching this new content in the later
half of 2004 or first quarter of 2005.

To achieve its plans, the company is seeking to fund its new growth activities
through equity financing. The company plans to use the proceeds of such
financing for expansion of its operations.

In the nine months ended September 30, 2004 the company raised US $287,745 of
equity financing to fund its growth activities. Such funds were raised prior to
the acquisition by Amaru, Inc.

                                        19



<PAGE>

INVESTMENTS

The company has investments in the following companies:

(a)  M2B Commerce Limited, a wholly owned subsidiary of M2B World Pte Ltd,
     registered in the British Virgin Islands.

(b)  FSBM M2B Sdn Bhd, a company registered in Malaysia of which M2B World owns
     a 9.76% equity stake in the company.

NEW CONTRACTS

The company has entered into three significant contracts in the last six months,
namely:

(a)   The provision of four broadband entertainment channels for an exclusive
      high megabit broadband service of one of the major Telecommunication
      companies in Asia. Roll up of the four new broadband channels is expected
      by year end 2004.

(b)   The acquisition of an on-line games franchise in six countries with an
      on-line games company in Asia. The company will enter the on-line games
      market to enhance its entertainment sites on the broadband. The company
      expects to launch the first of these on- line games sites by the last
      quarter of 2004, or early 2005. The transaction is being finalized.

(c)   The launch of an international fashion and glamour site with an on-line
      games company in Asia.

In additional, the company signed two other contracts with a Korean company for
the distribution of set-top boxes worldwide, and supply of content. The company
intends to enhance its broadband entertainment services by allowing its viewers
to have the option of watching its content via the television sets.

ITEM 3.  Controls and Procedures

Our President and Treasurer/Chief Financial Officer (the "Certifying Officer")
is responsible for establishing and maintaining disclosure controls and
procedures and internal controls and procedures for financial reporting for the
Company. The Certifying Officer has designed such disclosure controls and
procedures and internal controls and procedures for financial reporting to
ensure that material information is made known to him, particularly during the
period in which this report was prepared. The Certifying Officer has evaluated
the effectiveness of the Company's disclosure controls and procedures and
internal controls and procedures for financial reporting as of September 30,
2004 and believes that the Company's disclosure controls and procedures and
internal controls and procedures for financial reporting are effective based on
the required evaluation. There have been no significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of their evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

PART II. OTHER INFORMATION

Item 1.  Legal proceedings

No disclosures are required pursuant to Item 103 of Regulation S-B, taking into
account Instruction 1 to that Item.

Item 2.  Changes in securities and use of proceeds

         As of October 25, 2004, a total of 143,000 shares of Series A
         Convertible Preferred Stock was converted into 5,500,000 shares of
         common stock of Amaru, Inc.

Item 3.  Defaults on senior securities                        NONE

Item 4.  Submission of items to a vote                        NONE

Item 5.  Other information                                    NONE


                                        20




<PAGE>

Item 6.

a)  Exhibits
    --------

    Exhibit No.            Description
    -----------            -----------
    Exhibit 31             CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF
                           FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT

    Exhibit 32             CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF
                           FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT

b) Reports on 8-K during the quarter: NONE.

                                       21







<PAGE>

SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                   AMARU, INC.
Date: February 7, 2005
                               By /s/ Colin Binny
                                    --------------------------------------------
                                    President

                                 By /s/ Francis Foong Keong Kwong
                                    --------------------------------------------
                                    Chief Financial Officer

                                       22