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

                                    FORM 10-Q/A-1

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

                      For Quarter Ended September 30, 2009
                          Amendment no.1 to Form 10-Q

                                       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 000-32695

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

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


             62 Cecil Street, #06-00 TPI Building, Singapore 049710
            --------------------------------------------------------
               (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.

<TABLE>
<S>     <C>
Large accelerated   Accelerated filer  |_|    Non-accelerated filer   |_|     Smaller reporting
filer |_|                                    (Do not check if a smaller       company |X|
                                              reporting company)
</TABLE>

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                        163,356,168 shares
-----------------------------                 ---------------------------------
          (Class)                            (Outstanding at September 30, 2009)


<PAGE>


                           AMARU, INC. AND SUBSIDIARIES
                       2009 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-27

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

ITEM 3:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK            7

ITEM 4:  CONTROLS AND PROCEDURES                                               9


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

ITEM 1:  LEGAL PROCEEDINGS                                                    11
ITEM 1A: RISK FACTORS                                                         12
ITEM 2:  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS          15
ITEM 3:  DEFAULTS UPON SENIOR SECURITIES                                      15
ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                  15
ITEM 5:  OTHER INFORMATION                                                    15
ITEM 6:  EXHIBITS                                                             15

SIGNATURES



<PAGE>

<TABLE>

                          AMARU, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


                                                      SEPTEMBER 30,      DECEMBER 31,
                                                              2009              2008
                                                      ------------       ------------
                                                       (Unaudited)

<S>                                                   <C>                <C>
ASSETS
Current assets
Cash and cash equivalents                             $    512,748       $  1,484,945
Accounts receivable, net of allowance
  of $9,750,322 and $1,055,855 at September 30, 2009
  and December 31, 2008 respectively                         1,223            134,710
Accounts receivable from sale of IPTV Platform                  --          9,500,000
Equity securities held for trading                         452,626            179,620
Other current assets                                       230,941            230,293
Inventories                                                642,268            644,153
                                                      ------------       ------------
Total current assets                                     1,839,806         12,173,721
                                                      ------------       ------------
Non-current assets
Property and equipment, net                                734,020          1,033,506
Film Library, net                                       18,258,342         18,667,290
Intangible assets, net                                   2,114,765          2,204,766
Investments held at cost                                 3,218,749          3,018,749
                                                      ------------       ------------
Total non-current assets                                24,325,876         24,924,311
                                                      ------------       ------------
Total assets                                          $ 26,165,682       $ 37,098,032
                                                      ============       ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses                 $    928,176       $  1,319,897
Others payable                                                  --              5,458
Advances from related parties                                   --             48,681
Capital lease payable - short term                          10,952             10,809
Income taxes payable                                         5,428              5,428
Convertible term loan                                    2,401,546                 --
                                                      ------------       ------------
Total current liabilities                                3,346,102          1,390,273
                                                      ------------       ------------

Convertible term loan                                           --          2,307,796

Capital lease payable - long term                           39,241             46,831
                                                      ------------       ------------
Total non-current liabilities                               39,241          2,354,627
                                                      ------------       ------------

Total liabilities                                        3,385,343          3,744,900

Commitments                                                     --                 --

Stockholders' equity
Preferred stock (par value $0.001)                              --                 --
  5,000,000 shares authorized;
  0 shares issued and outstanding at June 30,
  2009 and December 31, 2008, respectively

Common stock (par value $0.001) 200,000,000                163,356            154,098
  shares authorized;163,356,168 shares issued
  and outstanding at September 30, 2009 and
  December 31, 2008, respectively

Additional paid-in capital                              40,107,172         39,190,666
Accumulated Deficit                                    (19,214,260)        (9,726,413)
Accumulated other comprehensive income                     968,406            968,406
                                                      ------------       ------------
Total Amaru, Inc stockholders' equity                   22,024,674         30,586,757
Noncontrolling interest                                    755,665          2,766,375
                                                      ------------       ------------
Total stockholders' equity                              22,780,339         33,353,132
                                                      ------------       ------------

Total liabilities and stockholders' equity            $ 26,165,682       $ 37,098,032
                                                      ============       ============


           See accompanying notes to consolidated financial statements

                                       F-2


<PAGE>


                                                    AMARU, INC. & SUBSIDIARIES
                                                 CONSOLIDATED STATEMENTS OF INCOME
                                                            (UNAUDITED)


                                                          FOR THE NINE MONTHS ENDED               FOR THE THREE MONTHS ENDED
                                                      ----------------------------------       ---------------------------------
                                                       September 30,       September 30,       September 30,       September 30,
                                                           2009                2008                2009                2008
                                                       -------------       -------------       -------------       -------------
Revenue:

Entertainment                                          $      39,900       $      55,568       $       9,080       $       7,399
Digit gaming                                                      --                  --                  --                  --
                                                       -------------       -------------       -------------       -------------

Total revenue                                                 39,900              55,568               9,080               7,399

Cost of services                                            (170,578)           (344,318)            (59,435)            (79,310)
                                                       -------------       -------------       -------------       -------------
Gross loss                                                  (130,678)           (288,750)            (50,355)            (71,911)

Distribution cost                                           (214,514)         (1,181,518)           (117,391)           (114,432)
Selling, general and Administrative expenses              (1,678,634)         (2,828,519)           (506,987)           (941,481)
Bad debt expense                                          (9,635,918)            (54,108)         (9,635,919)                 --
                                                       -------------       -------------       -------------       -------------
Total expenses                                           (11,529,066)         (4,064,145)        (10,260,297)         (1,055,913)
                                                       -------------       -------------       -------------       -------------

Loss from operations                                     (11,659,744)         (4,352,895)        (10,310,652)         (1,127,824)

Other (expenses) income

 Interest expense                                            (95,332)            (28,218)            (31,787)            (27,107)

 Interest income                                                 120              12,368                  16               3,398

 Gain on disposal of equipment                                    --               2,939                  --               1,051

Equipment written off                                        (16,607)                 --             (16,607)                 --
Loss on disposal of investment available for sale                 --            (465,888)                 --             (23,837)

Unrealized loss (gain) on trading securities                 273,006          (1,825,000)            (10,794)           (440,000)

Share of loss of associate                                        --             (18,173)                 --              (5,627)
                                                       -------------       -------------       -------------       -------------

Loss before income taxes                                 (11,498,557)         (6,674,867)        (10,369,824)         (1,619,946)

Benefit for income taxes                                          --             958,050                  --              10,951
                                                       -------------       -------------       -------------       -------------
Net income (loss)                                      $ (11,498,557)      $  (5,716,817)      $ (10,369,824)      $  (1,608,995)
                                                       =============       =============       =============       =============
Attribute to:
Equity holders of Amaru, Inc                           $  (9,487,847)      $  (5,089,581)      $  (8,513,959)      $  (1,388,424)
Noncontrolling interests                                  (2,010,710)           (627,236)         (1,855,865)           (220,571)
                                                       -------------       -------------       -------------       -------------

Earnings per share attributable to:
- Amaru, Inc, Basic and diluted                        $       (0.07)      $       (0.03)      $       (0.06)      $       (0.01)
                                                       =============       =============       =============       =============

Weighted average number of common
shares outstanding
- basic and diluted                                      160,253,369         159,431,861         161,869,595         159,431,861
                                                       =============       =============       =============       =============


                                    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           NUMBER           PAR                          SUBSCRIBED
                             OF           VALUE           OF            VALUE      ADDITIONAL PAID-      COMMON        RETAINED
                           SHARES        ($0.001)        SHARES        ($0.001)       IN CAPITAL         STOCK         EARNINGS
                        ------------   ------------   ------------   ------------   --------------    ------------   ------------
Balance at December
    31, 2007                      --             --    159,431,861   $    159,431   $   42,918,666    $         --   $  5,650,447


Net loss                          --             --             --             --               --              --    (15,376,860)

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


Common stock received in
Cancellation of exchange for
Repayment of investment           --             --     (5,333,333)        (5,333)     ( 3,728,000)             --             --


Comprehensive
    income                        --             --             --             --               --              --             --
                        ------------   ------------   ------------   ------------   --------------    ------------   ------------
Balance at December
    31, 2008                      --             --    154,098,528   $    154,098   $   39,190,666    $         --   $ (9,726,413)
                        ============   ============   ============   ============   ==============    ============   ============

                                                                                                                      (CONTINUED)


                                   See accompanying notes to consolidated financial statements

                                                                F-4


<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


Common stock received in
Cancellation of exchange for
Repayment of investment           --             --              --      (3,733,333)

Net loss                          --             --      (1,853,006)    (17,229,866)

Change in fair value
    of available
    for-sale-equity
    securities, net
    of tax                        --     (1,255,235)             --      (1,255,235)
                                                                        ------------
Comprehensive
    loss                          --             --              --     (18,485,101)
                        ------------   ------------    ------------    ------------
Balance at December
    31, 2008            $     12,927   $    955,479    $  2,766,375    $ 33,353,132
                        ============   ============    ============    ============


           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           NUMBER           PAR                          SUBSCRIBED
                             OF           VALUE           OF            VALUE      ADDITIONAL PAID-      COMMON        RETAINED
                           SHARES        ($0.001)        SHARES        ($0.001)       IN CAPITAL         STOCK         EARNINGS
                        ------------   ------------   ------------   ------------   --------------    ------------   ------------
Balance at December
    31, 2008                      --             --    154,098,528   $    154,098   $   39,190,666    $         --   $  (9,726,413)

Subscribed common
 Stock issued                     --             --      9,257,640          9,258          916,506              --              --


Net loss                          --             --             --             --               --              --      (9,487,847)


Comprehensive
    income                        --             --             --             --               --              --             --
                        ------------   ------------   ------------   ------------   --------------    ------------   ------------
Balance at September
    30, 2009                      --             --    163,356,168   $    163,356   $   40,107,172    $         --   $ (19,214,260)
                        ============   ============   ============   ============   ==============    ============   ============

                                                                                                                      (CONTINUED)


                                    See accompanying notes to consolidated financial statements

                                                                F-5


<PAGE>


                             ACCUMULATED OTHER
                           COMPREHENSIVE INCOME
                        ---------------------------
                          CURRENCY                                         TOTAL
                        TRANSLATION     FAIR VALUE     NONCONTROLLING   SHAREHOLDERS'
                          RESERVE        RESERVE         INTEREST         EQUITY
                        ------------   ------------    ------------    ------------
Balance at December
    31, 2008            $     12,927   $    955,479    $  2,766,375    $ 33,353,132

Subscribed common
 Stock issue                      --             --              --         925,764

Net loss                          --             --      (2,010,710)    (11,498,557)

                                                                        ------------
Comprehensive
    loss                          --             --              --     (11,498,557)
                        ------------   ------------    ------------    ------------
Balance at September
    30, 2009            $     12,927   $    955,479    $    755,665    $ 22,780,339
                        ============   ============    ============    ============


                                   See accompanying notes to consolidated financial statements

                                                               F-5a


<PAGE>


                                     AMARU, INC. & SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                       FOR THE NINE MONTHS ENDED
                                                                    -------------------------------
                                                                    September 30       September 30,
                                                                         2009              2008
                                                                    ------------       ------------
                                                                     (Unaudited)        (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
    Net (loss) including noncontrolling interest                    $(11,498,557)      $ (5,716,817)

    Adjustments to reconcile net income to cash and cash
    equivalents used or provided by operations:
    Amortization                                                         602,406            872,105
    Depreciation                                                         356,566            504,813
    Equipment written off                                                 16,607                 --
    Allowance for doubtful debts                                       9,635,919                 --
    Gain on disposal of equipment                                             --             (2,939)
    Loss on disposal of investment available for sale                         --            465,888
    Deferred taxes                                                            --           (947,099)
    Net change in fair value of financial assets at fair value
    Through profit or loss-held for trading                             (273,006)         1,825,000
    Share of loss of Equity Method Investment                                 --             18,173

 Changes in operation assets and liabilities
    Accounts receivables                                                  (2,432)           587,781
    Inventories                                                            1,885             11,352
    Others current assets                                                   (648)           126,088
    Accounts payable and accrued expenses                               (391,721)        (1,219,758)
    Other payables                                                        (5,458)          (100,005)
                                                                    ------------       ------------
Net cash used in operating activities                                 (1,558,439)        (3,575,418)
                                                                    ------------       ------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition of equipment                                             (73,687)           (15,557)
    Proceeds from disposal of equipment                                       --             18,696
    Acquisition of intangible assets                                      (9,707)           (73,196)
    Proceeds from disposal of investment available for sale                   --          1,505,230
    Acquisition of investment available for sale                        (200,000)                --
                                                                    ------------       ------------
Net cash provided by (used in) investing activities                     (283,394)         1,435,173
                                                                    ------------       ------------
CASH PROVIDED FROM FINANCING ACTIVITIES
   Repayment of related parties                                          (48,681)           (76,937)
   Repayments of obligations under capital leases                         (7,447)            (6,573)
   Receipts from convertible term loan                                        --          2,276,546
   Receipts from common stock issued                                     925,764                 --
                                                                    ------------       ------------
Net cash provided by (used in) financing activities                      869,636          2,193,036
                                                                    ------------       ------------
Effect of exchange rate changes on cash and cash equivalents                  --                 --
                                                                    ------------       ------------

Cash flows from all activities                                          (972,197)            52,791

Cash and cash equivalents at beginning of period                       1,484,945          2,322,541
                                                                    ------------       ------------

Cash and cash equivalents at end of period                          $    512,748       $  2,375,332
                                                                    ============       ============


                     See accompanying notes to consolidated financial statements
</TABLE>
                                                 F-6


<PAGE>


                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         FOR THE THREE AND NINE MONTHS ENDED
                           SEPTEMBER 30, 2009 AND 2008

1. BASIS OF PRESENTATION AND REORGANIZATION

        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.


1.2     Recent Accounting Pronouncements

        With the exception of those stated below, there have been no recent
        accounting pronouncements or changes in accounting pronouncements during
        the nine months ended September 30, 2009, as compared to the recent
        accounting pronouncements described in the Annual Report that are of
        material significance, or have potential material significance, to the
        Company.

        Effective July 1, 2009, the Company adopted the Financial Accounting
        Standards Board ("FASB") Accounting Standards Codification ("ASC")
        105-10, GENERALLY ACCEPTED ACCOUNTING PRINCIPLES - OVERALL ("ASC
        105-10"). ASC 105-10 establishes the FASB ACCOUNTING STANDARDS
        CODIFICATION (the "Codification") as the source of authoritative
        accounting principles recognized by the FASB to be applied by
        nongovernmental entities in the preparation of financial statements in
        conformity with U.S. GAAP. Rules and interpretive releases of the SEC
        under authority of federal securities laws are also sources of
        authoritative U.S. GAAP for SEC registrants. All guidance contained in
        the Codification carries an equal level of authority. The Codification
        superseded all existing non-SEC accounting and reporting standards. All
        other non-grandfathered, non-SEC accounting literature not included in
        the Codification is non-authoritative. The FASB will not issue new
        standards in the form of Statements, FASB Staff Positions or Emerging
        Issues Task Force Abstracts. Instead, it will issue Accounting Standards
        Updates ("ASUs"). The FASB will not consider ASUs as authoritative in
        their own right. ASUs will serve only to update the Codification,
        provide background information about the guidance and provide the basis
        for conclusions on the change(s) in the Codification. References made to
        FASB guidance throughout this document have been updated for the
        Codification.

        Effective January 1, 2008, the Company adopted FASB ASC 820-10, FAIR
        VALUE MEASUREMENTS AND DISCLOSURES - OVERALL ("ASC 820-10") with respect
        to its financial assets and liabilities. In February 2008, the FASB
        issued updated guidance related to fair value measurements, which is
        included in the Codification in ASC 820-10-55, FAIR VALUE MEASUREMENTS
        AND DISCLOSURES - OVERALL - IMPLEMENTATION GUIDANCE AND ILLUSTRATIONS.
        The updated guidance provided a one year deferral of the effective date
        of ASC 820-10 for non-financial assets and non-financial liabilities,
        except those that are recognized or disclosed in the financial
        statements at fair value at least annually. Therefore, the Company
        adopted the provisions of ASC 820-10 for non-financial assets and
        non-financial liabilities effective January 1, 2009, and such adoption
        did not have a material impact on the Company's results of operations or
        financial condition.

                                       F-7


<PAGE>


                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         FOR THE THREE AND NINE MONTHS ENDED
                           SEPTEMBER 30, 2009 AND 2008

        Effective April 1, 2009, the Company adopted FASB ASC 820-10-65, FAIR
        VALUE MEASUREMENTS AND DISCLOSURES - OVERALL - TRANSITION AND OPEN
        EFFECTIVE DATE INFORMATION ("ASC 820-10-65"). ASC 820-10-65 provides
        additional guidance for estimating fair value in accordance with ASC
        820-10 when the volume and level of activity for an asset or liability
        have significantly decreased. ASC 820-10-65 also includes guidance on
        identifying circumstances that indicate a transaction is not orderly.
        The adoption of ASC 820-10-65 did not have an impact on the Company's
        results of operations or financial condition.

        Effective April 1, 2009, the Company adopted FASB ASC 825-10-65,
        FINANCIAL INSTRUMENTS - OVERALL - TRANSITION AND OPEN EFFECTIVE DATE
        INFORMATION ("ASC 825-10-65"). ASC 825-10-65 amends ASC 825-10 to
        require disclosures about fair value of financial instruments in interim
        financial statements as well as in annual financial statements and also
        amends ASC 270-10 to require those disclosures in all interim financial
        statements. The adoption of ASC 825-10-65 did not have a material impact
        on the Company's results of operations or financial condition.

        Effective January 1, 2008, the Company adopted FASB ASC 820-10,
        FAIR VALUE MEASUREMENTS AND DISCLOSURES - OVERALL ("ASC 820-10") with
        respect to its financial assets and liabilities. In February 2008, the
        FASB issued updated guidance related to fair value measurements, which
        is included in the Codification in ASC 820-10-55, FAIR VALUE
        MEASUREMENTS AND DISCLOSURES - OVERALL - IMPLEMENTATION GUIDANCE AND
        ILLUSTRATIONS. The updated guidance provided a one year deferral of the
        effective date of ASC 820-10 for non-financial assets and non-financial
        liabilities, except those that are recognized or disclosed in the
        financial statements at fair value at least annually. Therefore, the
        Company adopted the provisions of ASC 820-10 for non-financial assets
        and non-financial liabilities effective January 1, 2009, and such
        adoption did not have a material impact on the Company's results of
        operations or financial condition.

        Effective April 1, 2009, the Company adopted FASB ASC 820-10-65,
        FAIR VALUE MEASUREMENTS AND DISCLOSURES - OVERALL - TRANSITION AND OPEN
        EFFECTIVE DATE INFORMATION ("ASC 820-10-65"). ASC 820-10-65 provides
        additional guidance for estimating fair value in accordance with ASC
        820-10 when the volume and level of activity for an asset or liability
        have significantly decreased. ASC 820-10-65 also includes guidance on
        identifying circumstances that indicate a transaction is not orderly.
        The adoption of ASC 820-10-65 did not have an impact on the Company's
        results of operations or financial condition.

        Effective April 1, 2009, the Company adopted FASB ASC 825-10-65,
        FINANCIAL INSTRUMENTS - OVERALL - TRANSITION AND OPEN EFFECTIVE DATE
        INFORMATION ("ASC 825-10-65"). ASC 825-10-65 amends ASC 825-10 to
        require disclosures about fair value of financial instruments in interim
        financial statements as well as in annual financial statements and also
        amends ASC 270-10 to require those disclosures in all interim financial
        statements. The adoption of ASC 825-10-65 did not have a material impact
        on the Company's results of operations or financial condition.

        Effective April 1, 2009, the Company adopted FASB ASC 855-10, SUBSEQUENT
        EVENTS - OVERALL ("ASC 855-10"). ASC 855-10 establishes general
        standards of accounting for and disclosure of events that occur after
        the balance sheet date but before financial statements are issued or are
        available to be issued. It requires the disclosure of the date through
        which an entity has evaluated subsequent events and the basis for that
        date - that is, whether that date represents the date the financial
        statements were issued or were available to be issued. This disclosure
        should alert all users of financial statements that an entity has not
        evaluated subsequent events after that date in the set of financial
        statements being presented. Adoption of ASC 855-10 did not have a
        material impact on the Company's consolidated results of operations or
        financial condition. The Company has evaluated subsequent events through
        September 30, 2009, to the date the financial statements were issued.

        Effective July 1, 2009, the Company adopted FASB ASU No. 2009-05, FAIR
        VALUE MEASUREMENTS AND DISCLOSURES (TOPIC 820) ("ASU 2009-05"). ASU
        2009-05 provided amendments to ASC 820-10, FAIR VALUE MEASUREMENTS AND
        DISCLOSURES - OVERALL, for the fair value measurement of liabilities.
        ASU 2009-05 provides clarification that in circumstances in which a
        quoted price in an active market for the identical liability is not
        available, a reporting entity is required to measure fair value using
        certain techniques. ASU 2009-05 also clarifies that when estimating the
        fair value of a liability, a reporting entity is not required to include
        a separate input or adjustment to other inputs relating to the existence
        of a restriction that prevents the transfer of a liability. ASU 2009-05
        also clarifies that both a quoted price in an active market for the
        identical liability at the measurement date and the quoted price for the
        identical liability when traded as an asset in an active market when no
        adjustments to the quoted price of the asset are required are Level 1
        fair value measurements. Adoption of ASU 2009-05 did not have a material
        impact on the Company's results of operations or financial condition.

                                       F-8


<PAGE>


                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE THREE AND NINE MONTHS ENDED
                           SEPTEMBER 30, 2009 AND 2008


        In October 2009, the FASB issued ASU 2009-13, MULTIPLE-DELIVERABLE
        REVENUE ARRANGEMENTS, (amendments to FASB ASC Topic 605, REVENUE
        RECOGNITION) ("ASU 2009-13") and ASU 2009-14, CERTAIN ARRANGEMENTS THAT
        INCLUDE SOFTWARE ELEMENTS,(amendments to FASB ASC Topic 985, SOFTWARE)
        ("ASU 2009-14"). ASU 2009-13 requires entities to allocate revenue in an
        arrangement using estimated selling prices of the delivered goods and
        services based on a selling price hierarchy. The amendments eliminate
        the residual method of revenue allocation and require revenue to be
        allocated using the relative selling price method. ASU 2009-14 removes
        tangible products from the scope of software revenue guidance and
        provides guidance on determining whether software deliverables in an
        arrangement that includes a tangible product are covered by the scope of
        the software revenue guidance. ASU 2009-13 and ASU 2009-14 should be
        applied on a prospective basis for revenue arrangements entered into or
        materially modified in fiscal years beginning on or after June 15, 2010,
        with early adoption permitted. The Company does not expect adoption of
        ASU 2009-13 or ASU 2009-14 to have a material impact on the Company's
        results of operations or financial condition.

        FASB ASC 855, Subsequent Events ("ASC 855" and formerly referred to as
        FAS-165), modified the subsequent event guidance. The three
        modifications to the subsequent events guidance are: 1) To name the two
        types of subsequent events either as recognized or non-recognized
        subsequent events, 2) To modify the definition of subsequent events to
        refer to events or transactions that occur after the balance sheet date,
        but before the financial statement are issued or available to be issued
        and 3) To require entities to disclose the date through which an entity
        has evaluated subsequent events and the basis for that date, i.e.
        whether that date represents the date the financial statements were
        issued or were available to be issued. This guidance is effective for
        interim or annual financial periods ending after June 15, 2009, and
        should be applied prospectively.

        FASB ASC 105, Generally Accepted Accounting Principles ("ASC 105" and
        formerly referred to as FAS 168) establishes the FASB Accounting
        Standards Codification as the source of authoritative accounting
        principles recognized by the FASB to be applied by nongovernmental
        entities in the preparation of financial statements in conformity with
        GAAP. Rules and interpretive releases of the Securities and Exchange
        Commission (SEC) under authority of federal securities laws are also
        sources of authoritative GAAP for SEC registrants. ASC 105 is effective
        for financial statements issued for interim and annual periods ending
        after September 15, 2009.


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 ASC 860 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-9


<PAGE>


                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE THREE AND NINE MONTHS ENDED
                           SEPTEMBER 30, 2009 AND 2008


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      Accounts Receivable

         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
         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
         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.

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. As at September 30,, 2009, the net
         inventories amount is $642,268 after written off of $457,500 during the
         year ended December 31, 2008.

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.

2.7   FILM LIBRARY

          Previously, the Company accounted for its film library under SFAS 142,
          "Goodwill and other intangible assets." The Company has changed its
          accounting policy to account for its film library in accordance with
          SOP 00-2,"Accounting for Producers and Distributors of Films." This
          change in accounting policy had no material impact on the Company's
          financial statements as of September 30, 2009 and December 31, 2008,
          respectively.

          Investment in the Company's film library includes movies, dramas,
          comedies and documentaries in which the Company has acquired
          distribution rights from a third party. For acquired films, these
          capitalized costs consist of minimum guarantee payments to acquire the
          distribution rights. Costs of acquiring the Company's film libraries
          are amortized using the individual-film-forecast method in accordance
          with SOP 00-2, "Accounting for Producers and Distributors of Films,"
          whereby these costs are amortized and participations and residuals
          costs are accrued in the proportion that current year's revenue bears
          to management's estimate of ultimate revenue at the beginning of the
          current year expected to be recognized from the exploitation,
          exhibition or sale of the films. Ultimate revenue for acquired films
          includes estimates over a period not to exceed twenty years following
          the date of acquisition. Investments in films are stated at the lower
          of amortized cost or estimated fair value.

          The valuation of investment in films is reviewed on a overall basis,
          when an event or change in circumstances indicates that the fair value
          of the film library is less than its unamortized cost. The fair value
          of the film is determined using management's future revenue and cost
          estimates and a discounted cash flow approach. Additional amortization
          is recorded in the amount by which the unamortized costs exceed the
          estimated fair value of the film. Estimates of future revenue involve
          measurement uncertainty and it is therefore possible that reductions
          in the carrying value of investment in films may be required as a
          consequence of changes in management's future revenue estimates.

2.8    Intangible Assets

         Intangible assets consist of gaming, software license
         and product development costs. 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. 142, Accounting for
         Goodwill and Other Intangible 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 license was suspended,
         see Note 14.

         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.



                                  F-10


<PAGE>


                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE THREE AND NINE MONTHS ENDED
                           SEPTEMBER 30, 2009 AND 2008

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 ASC 320. Equity
         securities held for trading as of September 30, 2009 totaled $452,626
         and December 31, 2008 totaled $179,620. The changes relate to fair
         value adjustments of $273,006 for the nine months ended September 30,
         2009 and $2,744,380 for the year ended December 31, 2008.

         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.

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 years ended December 31, 2008 and 2007.

2.11     Fair Value

         FAS 157 establishes a fair value hierarchy that prioritizes the inputs
         to valuation techniques used to measure fair value. The hierarchy
         gives the highest priority to unadjusted quoted prices in active
         markets for identical assets or liabilities (Level 1 measurements) and
         the lowest priority to unobservable inputs (Level 3 measurements). The
         three levels of the fair value hierarchy under FAS 157 are described
         below:

         Level   1: Unadjusted quoted prices in active markets that are
                    accessible at the measurement date for identical,
                    unrestricted assets or liabilities.

         Level   2: Quoted prices in markets that are not active, or inputs that
                    are observable, either directly or indirectly, for
                    substantially the full term of the asset or liability.

         Level   3: Prices or valuation techniques that require inputs that are
                    both significant to the fair value measurement and
                    unobservable (supported by little or no market activity).

          The following table sets forth the Company's financial assets and
          liabilities measured at fair value by level within the fair value
          hierarchy. As required by FAS 157, assets and liabilities are
          classified in their entirety based on the lowest level of input that
          is significant to the fair value measurement. The table below sets
          forth a summary of the fair values of the Company's financial assets
          and liabilities as of March 31, 2009:

                              Total        Level 1       Level 2       Level 3
                            ---------     ---------     ---------     ---------
Assets:

Equity securities held
for trading                 $ 452,626     $ 452,626     $      --     $      --
                            ---------     ---------     ---------     ---------
                            $ 452,626     $ 452,626     $      --     $      --
                            =========     =========     =========     =========

The Company's equity securities held for trading are classified within the Level
1 of the fair value hierarchy and are valued using quoted market prices reported
on the active market on which the securities are traded.


         The Company adopted the provisions of ASC 825-10 prospectively
         effective as of the beginning of Fiscal 2008, For financial assets and
         liabilities included within the scope of ASC 825-10, the Company will
         be required to adopt the provisions of ASC 825-10 prospectively as of
         the beginning of Fiscal 2009. The adoption of ASC 825-10 did not have a
         material impact on our consolidated financial position of results of
         operations.

2.12     Advances from Related Party

         Advances from director and related party of $48,681 at December 31,
         2008 are unsecured, non-interest bearing and payable on demand. As at
         September 30, 2009, the amount is NIL.

                                      F-12


<PAGE>


                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE THREE AND NINE MONTHS ENDED
                           SEPTEMBER 30, 2009 AND 2008

2.13     Leases

         The Company is the lessee of equipment under a capital lease expiring
         in 2014. The assets and liabilities under capital leases are recorded
         at the lower of the present value of the minimum lease payments or the
         fair value of the asset. The assets are amortized over the lower of
         their related lease terms or their estimated productive lives.
         Amortization of assets under capital leases is included in depreciation
         expense for the quarter ended September 30, 2009 and 2008.

         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.

2.14     Foreign Currency Translation

         Transactions in foreign currencies are measured and recorded in the
         functional currency, U.S. dollars, using the Company's prevailing month
         exchange rate. The Company's reporting currency is also in U.S.
         dollars. At the 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 from foreign currency transactions
         are reflected in operations.

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.

         Revenue comprises the fair value of the consideration received or
         receivable for the sale of goods and rendering of services in the
         ordinary course of the Company's activities. Revenue is recognized to
         the extent that it is probable that the economic benefits will flow to
         the Company and the revenue can be reliably measured.

         Revenue from broadband consulting services and on-line turnkey
         solutions is recognized over the period in which the services are
         rendered, by reference to completion of the specific transaction
         assessed on the basis of the actual service provided as a proportion of
         the total services to be performed. It is generally recognized from the
         date of acceptance and fulfillment of obligations under the sale and
         purchase agreement.

         Gaming revenue from our digit games recognized and reported is
         generally defined as the win from the digit games activities, that is,
         the difference between gaming wins and losses, not the total amount
         wagered. Gaming revenue is recognized net of winnings. There were no
         digit gaming revenues recognized for the nine months ended September
         30, 2009. The digit game operations has been suspended. See note 15.





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. The
         license and operations has been suspended. See Note 14.

                                      F-13


<PAGE>


                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE THREE AND NINE MONTHS ENDED
                           SEPTEMBER 30, 2009 AND 2008

2.17     Income Taxes

         Deferred income taxes are determined using the liability method in
         accordance with ASC740, 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.

         The Company adopted ASC 740, "Accounting for Uncertainty in Income
         Taxes." ASC 740 defines the confidence level that a tax position must
         meet in order to be recognized in the financial statements. The
         Interpretation requires that the tax effects of a position be
         recognized only if it is "more-likely-than-not" to be sustained based
         solely on its technical merits as of the reporting date. The
         more-likely-than-not threshold represents a positive assertion by
         management that a company is entitled to the economic benefits of a tax
         position, If a tax position is not considered more-likely-than-not to
         be sustained based solely on its technical merits. No benefits of the
         tax position are to be recognized. Moreover, the more-likely-than-not
         threshold must continue to be met in each reporting period to support
         continued recognition of a benefit. With the adoption of ASC 740,
         companies are required to adjust their financial statements to reflect
         only those tax positions that are more-likely-than-not to be sustained.
         Any necessary adjustment would be recorded directly to retained
         earnings and reported as a change in accounting principle.

         Upon adoption of ASC 740, the Company had no gross unrecognized tax
         benefits that, if recognized, would favorably affect the effective
         income tax rate in future periods. At December 31, 2007 the amount of
         gross unrecognized tax benefits before valuation allowances and the
         amount that would favorably affect the effective income tax rate in
         future periods after valuation allowances were $0. These amounts
         consider the guidance in ASC 740, "Definition of Settlement in ASC
         740.The Company has not accrued any additional interest or penalties as
         a result of the adoption of ASC 740.

         The Company files income tax returns in the United States federal
         jurisdiction and certain states in the United States and certain other
         foreign jurisdictions. With a few exceptions, the Company is no longer
         subject to U. S. federal, state or foreign income tax examination by
         tax authorities on income tax returns filed before December 31, 2004.
         U. S. federal. State and foreign income returns filed for years after
         December 31, 2004 are considered open tax years as of the date of these
         consolidated financial statements. No income tax returns are currently
         under examination by any tax authorities.


2.18     Earnings (Loss) Per Share

         The Company has adopted Accounting Standards Codfication subpart 260-10
         "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.

                                      F-14


<PAGE>


                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE THREE AND NINE MONTHS ENDED
                           SEPTEMBER 30, 2009 AND 2008

2.20     Advertising

         The cost of advertising is expensed as incurred. For the nine months
         ended September 30, 2009 and 2008, the Company incurred advertising
         expenses of $145,809 and $67,863 respectively.

3.       EQUITY SECURITIES HELD FOR TRADING

                                                 September 30,     December 31,
                                                     2009              2008
                                                 ------------     -------------
        Quoted equity security, at fair value    $   452,626      $   179,620
                                                 ============     ============

         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 unrealized gain of
         US$273,006.

         The investments in quoted equity securities comprised of 34,000,000
         common shares of PT Agis at the market value of US$ 0.013312 per share
         as of September 30, 2009 and 34,000,000 common shares of PT Agis at the
         market value of US$ 0.00528 per share as of December 31, 2008.

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


4.       OTHER CURRENT ASSETS

         Other current assets consist of the following:

                    SEPTEMBER 30,  DECEMBER 31,
                        2009           2008
                      --------       --------
Prepayments           $ 47,578       $ 70,108
Deposits               144,220         69,995
Other receivables       39,143         90,190
                      --------       --------
                      $230,941       $230,293
                      ========       ========

                                      F-15


<PAGE>


                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE THREE AND NINE MONTHS ENDED
                           SEPTEMBER 30, 2009 AND 2008


5.       PROPERTY AND EQUIPMENT

         Property and equipment consist of the following:

                                     SEPTEMBER 30,     DECEMBER 31,
                                         2009             2008
                                     -----------       -----------

Office equipment                     $ 1,023,788       $ 1,004,504
Motor vehicle                             91,190            91,190
Furniture, fixture and fittings           87,082           313,208
Pony set-top boxes                       843,946           843,946
                                     -----------       -----------
                                       2,046,006         2,252,848
Accumulated depreciation              (1,311,986)       (1,219,342)
                                     -----------       -----------
                                     $   734,020       $ 1,033,506
                                     ===========       ===========

         Depreciation expense was $356,566 for the nine months ended September
         30, 2009 and $504,813 for the nine months ended September 30, 2008.


6.   FILM LIBRARY

         Film library consist of the following:

                                           SEPTEMBER 30,           DECEMBER 31,
                                                2009                 2008
                                            -----------          -----------
          Acquired Film Library             $23,173,833          $23,164,126
                                            -----------          -----------
          Accumulated Amortization           (4,915,491)          (4,496,836)
                                            -----------          -----------
          Film Library, Net                 $18,258,342          $18,667,290
                                            ===========          ===========

 Amortization expense was $418,655 for the nine months ended September 30, 2009.


7.    INTANGIBLE ASSETS

         Intangible assets consist of the following:

                                      SEPTEMBER 30,      DECEMBER 31,
                                          2009               2008
DEFINITE USEFUL LIVES
Gaming license                           7,090,000          7,090,000
Product development expenditures           719,220            719,220
Software license                            12,649             12,649
                                      ------------       ------------
                                         7,821,869          7,821,869
Accumulated amortization                (1,944,327)        (1,854,326)
                                      ------------       ------------
                                         5,877,542          5,967,543
                                      ------------       ------------
Impairment loss                         (3,762,777)        (3,762,777)
                                      ------------       ------------
                                      $  2,114,765       $  2,204,766
                                      ============       ============

  Amortization expense was $90,001 for the nine months ended September 30, 2009.





                                      F-16


<PAGE>


                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE THREE AND NINE MONTHS ENDED
                           SEPTEMBER 30, 2009 AND 2008


8.       INVESTMENTS HELD AT COST

         Investments held at cost consist of the following unquoted securities:


                                           SEPTEMBER 30,   DECEMBER 31,
                                              2009             2008
                                           ----------      ----------
         Non Current :
           M2B Game World Pte Ltd.            616,136         616,136
                                           ----------      ----------
                                           $  616,136      $  616,136
         Current :
           Dai Long Co., Ltd.               2,602,613       2,402,613
                                           ----------      ----------
                                           $3,218,749      $3,018,749
                                           ==========      ==========

     The Company's $616,136 investment held at cost relates to its investment in
     M2B Game World Pte Ltd. Management reviews this investment on a quarterly
     basis and has noted no impairment for the quarter ended September 30, 2009.

     The Company's $2,602,613 investment held at cost relates to its investment
     in Dai Long Co., Ltd. for the Grand Dragon Resort located in Cambodia. The
     resort holds a valid casino license and includes a hotel, gaming tables and
     a duty free shop. This investment is subject to numerous risks, including:

     -   difficulty enforcing agreements through Cambodia's legal system;
     -   general economic and political conditions in Cambodia; and
     -   the Cambodian government may adopt regulation or take other actions
         that could directly or indirectly harm the equity method investment's
         business or strategy.

     The occurrence of any one of the above risks could harm the resorts
     business and results of operations. Management reviews this investment on a
     quarterly basis and has noted no impairment for the quarter ended September
     30, 2009.


                                      F-17





<PAGE>


                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE THREE AND NINE MONTHS ENDED
                           SEPTEMBER 30, 2009 AND 2008


9.       COMMITMENTS

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

                                    SEPTEMBER 30,   DECEMBER 31,
                                        2009            2008
                                     ----------      ----------
CAPITAL COMMITMENTS:
Contracted but not provided for
       Film library                  $  108,000      $  110,171
       Set-top boxes                  2,074,825       2,074,825
                                     ----------      ----------
                                     $2,182,825      $2,184,996
                                     ==========      ==========
            Capital Leases

      The following summarizes the Company's capital lease obligations at
      September 30, 2009:

                                                          2009          2008
                                                       --------       --------

      Future minimum lease payments                    $ 60,207       $ 69,140

      Less: amounts representing interest               (10,014)       (11,500)
                                                       --------       --------
      Present value of net minimum lease payments        50,193         57,640

      Less: current portion                             (10,952)       (10,809)
                                                       --------       --------
                                                       $ 39,241       $ 46,831
                                                       ========       ========

      The Company is the lessee of equipment under capital leases expiring in
      various years through 2014. The assets and liabilities under capital
      leases are recorded at the lower of the present value of the minimum lease
      payments or the fair value of the asset. The assets are amortized over the
      lower of their related lease terms or their estimated productive lives.
      Depreciation of assets under capital leases is included in depreciation
      expense for 2009 and 2008. Interest rates on capitalized leases is fixed
      at 2.85%.

                                      F-18


<PAGE>


                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE THREE AND NINE MONTHS ENDED
                           SEPTEMBER 30, 2009 AND 2008


Operating Leases

         The Company leases facilities and equipment under operating leases
         expiring through 2012. Total rental expense on operating leases for the
         nine months ended September 30, 2009 and 2008 was $65,504 and $196,412,
         respectively. As of September 30, 2009, the future minimum lease
         payments are as follows:

          For the Quarter Ended
          September 30,             Operating        Capital
          ---------------------     ---------      -----------

          2009                        25,712           10,952
          2010                       103,427           10,952
          2011                        99,648           10,952
          2012                        58,023           17,337
                                    --------         --------
                                     286,810           50,193
                                    ========         ========

10.       LOAN AND BORROWINGS

                                            SEPTEMBER 30,      DECEMBER 31,
                                               2009                2008
                                            -------------      -----------

         Current

         Convertible loan                  $2,500,000           $2,500,000
         Less: Future interest charges     $  (98,454)          $ (192,204)
                                           ----------           ----------
                                           $2,401,546           $2,307,796

         Term loans held by the Company at balance sheet date are as follows:

         (a) $2,500,000 represents a two years convertible loan drawn down by a
         subsidiary company. It bears interest at a fixed rate of 5.0% per
         annum. The loan allows the borrower the option to convert the loan into
         shares of the subsidiary company at the issue price of $0.942 per share
         at the end of the two years period. The loan commences in July 2008 and
         will mature in June 2010.

11.      INCOME TAXES

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

         The Company had available approximately $7,066,322 of unused U.S. net
         operating loss carry-forwards at September 30, 2009, 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 September 30, 2009 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 $6,130,125 of unused Singapore
         tax losses and capital allowance carry-forwards at September 30, 2009,
         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.

                                      F-19


<PAGE>


                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE THREE AND NINE MONTHS ENDED
                           SEPTEMBER 30, 2009 AND 2008


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:

                       SEPTEMBER 30,     SEPTEMBER 30,
                           2009               2008
                       ------------      -------------
Associate:
 Marketing             $         --      $          --
                       ============      =============

 Professional fee      $      1,548      $          --
                       ============      =============


13.      SALE OF IPTV PLATFORM

         In April 2007 the Company through its subsidiary M2B World Holdings
         Limited entered into an agreement to sell its IPTV platform to a
         company in Indonesia (buyer) for $14,500,000. The total amount of the
         consideration was to be received in shares of the buyer and a 50% share
         of a newly incorporated entity To date the Company has received
         $5,000,000 comprising of $1,000,000 in cash, and $4,000,000 in
         publicly-traded securities. The balance outstanding receivable of
         $9,500,000 is included as "Receivable from sale of IPTV platform" at
         June 30, 2009 and December 31, 2008, respectively, which comprises of
         two portions: the first portion of $2 million to be settled fully in
         cash of the buyer, and the other portion of $7,500,000 to be invested
         in the form of joint venture with the buyer as stated in the sale
         agreement.

         On December 15, 2008, M2B World Holdings entered into a further
         agreement with PT Agis TBK ("Agis") to set up a Joint Venture Company
         to launch WOWtv in Indonesia. The agreement with Agis would give M2B
         World Holdings a 49 percent equity stake in the Joint Venture Company
         called PT WOW Television The Joint Venture Company, PT WOW Television
         has been incorporated in Indonesia. The WOWtv site targeting Indonesia
         audience is currently being implemented. In accordance with the
         agreement, the JV company is expected to be capitalized and go into
         operations by July 2009.

         Up to the second quarter, we were confident of resolving the matter of
         the investment and the receivables. In our reply to the SEC on October
         13, 2009, we indicated that the matter could be resolved by mid
         November 2009. We had discussions with Agis management in July 2009 to
         complete the transaction. We were informed by Agis Management that the
         issue of the payment and the shares would require a valuation for the
         Indonesian Authorities. Agis indicated that in the absence of any
         valuation, the JV Company would not be able to show proof to the
         government of the content value to be injected as capital.

         While we are moving forward with the transaction, we are unable to
         complete the valuation in November 2009. There is the possibility that
         we would not be able to collect the receivables in the coming months.
         We think that the transaction may complete in six to nine months, which
         by that time, we will seek to recognize to receivables in our accounts.
         Therefore management has decided to allow for the total outstanding
         receivable of $9,500,000 which was included in the "Receivable from
         sale of IPTV platform" as of September 30, 2009.

                                      F-20


<PAGE>


                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       FOR THE THREE AND NINE MONTHS ENDED
                           SEPTEMBER 30, 2009 AND 2008


14.      PURCHASE OF CBBN HOLDINGS LIMITED

         The Company through its wholly owned subsidiary, Tremax International
         Limited, entered into a sale and purchase agreement dated July 10, 2007
         with Domaine Group Limited which has not yet been consummated. Per the
         agreement the Company through its wholly owned subsidiary, Tremax
         International Limited would transfer 5,333,333 shares of the Company
         valued at $3,733,333 which is included as "Prepayment on purchase" at
         June 30, 2008 and December 31, 2007, respectively, in exchange for
         Domaine Group Limited transferring its 100% shares in CBBN Holdings
         Limited, a company incorporated in the British Virgin Islands. The
         transaction has not been consummated and the agreement had expired and
         was not extended. The Management of the Company had decided not to
         proceed with this agreement.

         On January 22, 2009, the Company approved the termination and
         rescission of the Agreement where the seller failed to comply with the
         terms of the Agreement and did not deliver to the Company or Purchaser
         the consideration for the issuance of the Amaru Shares. The Company
         further approved the cancellation of the Amaru Shares.


15.      IMPAIRMENT OF DIGIT GAMES LICENSE

         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 no revenues
         were received as of 31 March, 2009 since the Company's recognition
         criteria related to the associated revenues were not met.

                                      F-21


<PAGE>


                          AMARU, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         FOR THE THREE AND NINE MONTHS ENDED
                           SEPTEMBER 30, 2009 AND 2008

16.      LEGAL PROCEEDINGS

         On September 15, 2008, M2B Commerce Limited filed a lawsuit in the
         Kingdom of Cambodia for breach of the Performance and Maintenance
         Agreement dated May 20, 2005 between M2B Commerce Limited and Allsports
         International Ltd, by Allsports International Ltd seeking damages in
         the total amount of $794,189 and calling for the termination of the
         Performance and Maintenance Agreement.

         On December 4, 2008, M2B Commerce Limited filed two further lawsuits in
         the Kingdom of Cambodia against the owners of Allsports International
         Ltd, in support of its earlier suit of September 15, 2008 against
         Allsports International Ltd for breach of the Performance and
         Maintenance Agreement dated May 20, 2005. One lawsuit was against the
         four principal officers of Allsports International Ltd for breach of
         trust of the total amount of $794,189 owing to M2B Commerce Limited.
         The other lawsuit was to get Allsports International Ltd to transfer
         the shares of the Lottery Company to M2B Commerce Limited, in lieu of
         the earlier lawsuit of September 15, 2008 which called for the
         termination of the Performance and Maintenance Agreement.

         On November 7, 2008, M2B World Asia Pacific Pte. Ltd was served a
         summons in Singapore by M2B Game World Pte. Ltd, a company owned 81% by
         Auston International Group Limited and 19% by M2B World Pte. Ltd,
         claiming a sum of US$153,744 (S$235,229) in unpaid invoices in 2006.
         Following this, M2B World Asia Pacific Pte. Ltd filed a counter claim
         to strike off this summons on the basis that the invoices were
         non-existent and that M2B World Asia Pacific Pte. Ltd was not yet
         incorporated as a company as of the date of the invoices produced by
         M2B Game World Pte. Ltd.

         On February 23, 2009, M2B World Pte Ltd was served a summons in
         Singapore by Auston International Group Limited, claiming a sum of
         US$496,765 (S$760,050) to be paid as shortfall in Guaranteed Profit to
         M2B Game World Pte. Ltd for financial years 2006 and 2007, as part of
         the agreement for the acquisition of M2B Game World in December 20,
         2005 between M2B World Pte Ltd and Auston International Group Limited.
         On March 20, 2009 in response to this summons, M2B World Pte. Ltd filed
         a counter-claim against Auston International Group Limited to claim
         damages amounting to US$1,568,172 and other damages as a result of
         material breaches on the part of Auston International Group Limited to
         the agreement of December 20, 2005 for the acquisition of M2B Game
         World Pte Ltd.

17.      CAPITAL STOCK

         Common stock issued for cash

         From August 20, 2009 to September 18, 2009, the Company issued
         9,257,640 shares of common stock through a private placement at a price
         of $0.10 per share for a total amount of $925,764.

18.      SUBSEQUENT EVENTS

         The Company commenced a private placement pursuant to the Regulation D
         as promulgated under the Securities Act of 1933 up to $100,000, and
         that the closing of the placement was on or about 06 November, 2009.
         The total amount sold at the time of the filing of this Form 10-Q is
         $100,000 for 1,000,000 shares. The price per share in the offering is
         at USD 0.10 per share.

         On October 16, 2009, the Company signed an agreement with Admax Network
         Holdings Limited "Admax") for the display of advertising banners on
         WOWtv websites. The revenue share arrangement with Admax allows the
         Company to have 60% share of the advertising revenue and provide new
         revenue sources in Asia.

         On November 2, 2009, the Company entered into an agreement with
         Cyberventures Sdn Bhd, ("Cyberventures"), and MOL Media Sdn Bhd.,("MOL
         Media"), both companies incorporated in Malaysia to launch the WOWtv
         services and content in Malaysia. M2B shall assign the rights of the
         content library for Malaysia on a non-exclusive basis for use on the
         IPTV, web and mobile platforms to MOL Media for use in Malaysia and the
         Friendster Community, for a fee of USD 4.5 million payable in the
         shares of MOL Media. M2B intends to carry out an independent valuation
         of the content library assigned to MOL Media on an annual basis. The
         Agreement further provides that MOL Media and M2B shall endeavor to
         raise USD 500,000 in new offering for MOL Media to develop the business
         on the IPTV, mobile and web platforms in Malaysia. This new funding
         shall be raised at at the same rate as the new shares to be issued to
         M2B. This fund raising shall precede the issue of the new shares to
         M2B, which makes it a condition that has to be met before M2B receives
         the new shares. The Company expects that the agreement with MOL Media
         should grow the Company's brand and its content, and contribute to the
         Company's revenues.

                                      F-22


<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-on-demand, streaming
via computers, television sets, and 3G (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, broadband hosting and streaming services and
E-commerce.

The Company is also in the business of digit gaming (lottery). The Company has
an 18 years 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. On March 25,
2009, the Company was 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.

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 business focus of the Company is Entertainment-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
focuses on 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 2008, 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. As of December 31, 2008, the Company disposed all of its
common shares in Auston. As of the date of this report, the Company holds no
shares in Auston.

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, which offices are currently being subleased (see
below). 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.

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. As of the date of this report, the Company had received
the list of content titles from Indie Vision Films, Inc for evaluation and
selection in order to convert its investment into content rights.

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, and remains as 1 staff as of the date of this report. The company has
transferred its server farm to the Singapore server farm to, optimize bandwidth
and support cost.

                                      -2-


<PAGE>


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%.

On July 8, 2008, M2B World Asia Pacific Pte Ltd signed a two year convertible
loan agreement with a third party to raise $2,500,000 in funding. The loan
allows the borrower to convert the loan into shares of the Company at the issue
price of $0.942 per share at the end of the two years period. The loan bears an
interest rate of 5.0% per annum, and will mature in June 2010. The note was
obtained from a company in which a board of director is the Joint Company
Secretary of the lender.

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 game activities in
Cambodia, as an extension of the Company's entertainment operations. On March
25, 2009, the Company was notified that the digit game 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 game 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.

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.

M2B ENTERTAINMENT, INC.

M2B Entertainment, Inc. was incorporated on October 27, 2005. This subsidiary
will oversee the Company's Canadian market. As of September 30 , 2009, 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 September 30, 2009 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.

                                      -3-


<PAGE>


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 company has entered into an agreement with Elleipsis, Inc to host the travel
site and the travel software platform in the US with effect from June 30, 2008,
The Company plans to have the travel service and the site operational before the
end of the year. The launch and operations of the travel service is subject to
funding considerations, and there can be no guarantee that the service can be
operational as planned.

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.

On January 22, 2009, the Company approved the termination and recission of the
Agreement, because the seller failed to comply with the terms of the Agreement
and did not deliver to the Company or Purchaser the consideration for the
issuance of the Amaru Shares. The Company further approved the cancellation of
the Amaru Shares.

                                      -4-


<PAGE>


RESULTS OF OPERATIONS

REVENUE

Financial Statement

-        Revenue for the nine months ended September 30, 2009 was $39,900
         compared with $55,568 for the same period in 2008.

-        The Company's cash balance was $512,748 at September 30, 2009 compared
         with $1,484,945 at December 31, 2008.

Revenue

Revenue from entertainment for the nine months ended September 30, 2009 at
$39,900 was lower than revenue of $55,568 for the nine months ended September
30, 2008 by $15,668 (28%). It was insignificant mainly due to no new advertising
or content syndication contracts being secured.

Cost of Services

Cost of services for the nine months ended September 30, 2009 was $170,578 which
decreased by $173,740 (50%) from $344,318 for the nine months ended September
30, 2008.

As a proportion of revenue the cost of the services for the nine months ended
September 30, 2009 was 428% (cost of sales at $170,578 and revenue of $39,900)
as compared to 619% (cost of sales at $344,318 and revenue of $55,568) for the
nine months ended September 30, 2008.

The decrease in cost of services of $173,740 (50%) was significant and was
attributed to cost reduction measures to reduce operating costs.

DISTRIBUTION EXPENSES

Distribution expenses for the nine months ended September 30, 2009 at $214,514
decreased by $967,004 (82%) as compared to the amount of $1,181,518 incurred for
the nine months ended September 30, 2008.

The lower distribution expenses were mainly due to travelling expenses decreased
by $122,907 (71%) from $172,423 for the nine months ended September 30, 2008 as
compared to the amount of $49,516 incurred for the nine months ended September
30, 2009. The lower distribution expenses were also attributed to the writeoff
of the digit games working capital amounting to $861,186 for the nine months
ended September 30, 2008.]

GENERAL AND ADMINISTRATIVE EXPENSES

Administration expenses for the nine months ended September 30, 2009 at
$1,678,634 were lower by $1,149,885 (41%) as compared to the amount of
$2,828,519 incurred for the nine months ended September 30, 2008.

The decrease in administrative expenses for the nine months ended September 30,
2009 was attributed mainly to the decrease in:

o        Depreciation and amortization. Equipment depreciation and license
         amortization had decreased by $511,696 (37 %), from $1,376,918 for the
         nine months ended September 30, 2008 to $ 865,222 for the nine months
         ended September 30, 2009. The decrease was mainly due to most of the
         intangible assets and equipment being fully amortized and written off
         during end of December 31, 2008.

o        Legal and professional fees. Fees had decreased by $76,104 (30%), from
         $251,851 for the nine months ended June 30, 2008 to $175,747 for the
         nine months ended September 30, 2009. The decrease was mainly due as a
         result of costs reduction measures to reduce operating costs

o        Staff costs. Staff costs had decreased by $399,986 (59%%), from
         $681,187 for the nine months ended September 30, 2008 to $281,201 for
         the nine months ended September 30, 2009. The decrease was mainly due
         as a result of costs reduction measures to reduce operating costs

                                      -5-


<PAGE>


(LOSS) INCOME FROM OPERATIONS

The Company incurred a loss from operations of $11,659,744 for the nine months
ended September 30, 2009 as compared to the loss from operations of $4,352,895
for the nine months ended September 30, 2008 mainly due to the write off of the
outstanding balance $9,500,000 receivables from sale of IPTV platform for the
nine months ended September 30, 2009.

NET LOSS

Net loss for the nine months ended September 30, 2009, was $11,498,557 which
increased by $5,781,740 (101%) from net loss of $5,716,817 for the nine months
ended September 30, 2008. The increase was mainly due to the write off of the
outstanding balance of $9,500,000 receivables from the sale of IPTV platform for
the nine months ended September 30, 2009.

LIQUIDITY AND CAPITAL RESOURCES

The Company had cash at $512,748 at September 30, 2009 as compared to cash of
$1,484,945 at December 31, 2008.

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 nine months ended September 30, 2009, 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.

The Company's intention in fiscal year 2009 is to raise additional funds through
new equity placements with investors to fund its business, and the intended
growth plans. To date, the Company has raised $1,025,764 in new funding. This
new funding coupled with its cash as at December 31, 2008 should be able to
cover operating expenses for the fiscal year 2009, and the Company is confident
of raising additional funding for the next fiscal year.

The Company has taken steps in 2009 to contain its operating expenses through
various cost reductions measures which include reductions in staff costs, legal
and professional fees and cost of services.

The Company has entered into agreements with partners in China, Indonesia and
Malaysia, for the rollout of WOWtv sites in these territories, and plans to
enter into new agreements for other territories in the coming months. The
Company plans in 2009 to expand its broadband coverage by launching new
broadband sites in the Asia Pacific region. No assurance can be made that such
plans will be carried out in a timely manner.

We expect that the broadband business segment would be able to generate
sufficient cash to cover its operations by the middle of Year 2010 or earlier.
Cash generated from operations meanwhile will not be able to cover the Company's
intended growth and expansion. The Company intends to raise additional funds to
fund its business expansion until its revenue generation is self sufficient to
fund the business. However no assurances can be made that the Company will raise
sufficient funds as planned.

NEW CONTRACTS

o        On March 31, 2009, the Company signed an agreement with Beijing Baidu
         Network Science and Technology Co Ltd ("Baidu") to launch the WOWtv
         platform in China. The agreement was a strategic partnership with Baidu
         to provide content services to Baidu.com users.

o        On April 17,2009, the Company signed a strategic cooperation agreement
         with LTDnetwork Inc. who owns the brand name and music site called
         QTRAX. QTRAX is the world's first free and legal peer-to-peer music
         service. Both parties agreed to look into areas to promote each other's
         site to increase internet traffic and to exploit each other's content.

                                      -6-


<PAGE>


o        On August 1, 2009, the Company signed an agreement with MOL
         AccessPortal Berhad ("MOL") to launch the WOWtv content and services
         through MOL's distribution network and implement MOLepoints as the
         exclusive third party online micropayment solution for WOWtv content
         and services globally. The revenue share agreement with MOL allows the
         Company to have a 65% share of all payments for WOWtv's pay-per-view
         content transacted via the MOL distribution network and micropayment
         system.

o        On October 16, 2009, the Company signed an agreement with Admax Network
         Holdings Limited("Admax"), one of the leading online advertising
         networks in South East Asia to include the Company's WOWtv sites in
         their advertising networks. Admax will pay the Company sixty percent
         (60%) of the amount due Admax Networks from advertisers for
         advertisements.

6 On November 2, 2009, the Company entered into an agreement with Cyberventures
Sdn Bhd, ("Cyberventures"), and MOL Media Sdn Bhd., ("MOL Media"), both
companies incorporated in Malaysia to launch the WOWtv services and content in
Malaysia. M2B shall assign the rights of the content library for Malaysia on a
non-exclusive basis for use on the IPTV, web and mobile platforms to MOL Media
for use in Malaysia and the Friendster Community, for a fee of USD 4.5 million
payable in the shares of MOL Media. M2B intends to carry out an independent
valuation of the content library assigned to MOL Media on an annual basis. The
Agreement further provides that MOL Media and M2B shall endeavor to raise USD
500,000/- in new offering for MOL Media to develop the business on the IPTV,
mobile and web platforms in Malaysia. This new funding shall be raised at at the
same rate as the new shares to be issued to M2B. This fund raising shall precede
the issue of the new shares to M2B, which makes it a condition that has to be
met before M2B receives the new shares. The Company expects that the agreement
with MOL Media should grow the Company's brand and its content, and contribute
to the Company's revenues.

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 $2,055,239 and $2,582,233 in
marketable securities as of September 30, 2009 and December 31, 2008
respectively.

The Company does not believe that it faces material market risk with respect to
its cash and cash equivalents which totaled $512,748 and $1,484,945 at September
30, 2009 and December 31, 2008, 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.

                                      -7-


<PAGE>


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.

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.

                                      -8-


<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. 8
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 N1H1 VIRUS FLU PANDEMIC OR SIMILAR PUBLIC HEALTH DEVELOPMENTS

Any future outbreak of the N1H1 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) and
15d-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.

                                      -9-


<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 September 30,
2009 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

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 this Quarterly Report on Form 10Q, under
the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, we conducted an evaluation
of the effectiveness of internal control over financial reporting based on
criteria established in the framework in Internal Control - Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO"), as supplemented by the COSO publication Internal Control over
Financial Reporting - Guidance for Smaller Public Companies. Based on their
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our internal control over financial reporting was effective as of September
30, 2009, based on these criteria. Management is aware that there is a lack of
segregation of duties at the Company due to the fact that there are only four
people dealing with financial and accounting matters. However, at this time,
management has decided that considering the experience and abilities of the
employees involved and the low quantity of transactions processed, the risks
associated with such lack of segregation are low and the potential benefits of
adding employees to clearly segregate duties do not justify the substantial
expenses associated with such increases. Management will periodically reevaluate
this situation.

Notwithstanding the above regarding the lack of segregation of duties,
management, including our Chief Executive Officer and Chief Financial Officer,
believes that the consolidated financial statements included in this annual
report present fairly, in all material respects, our financial condition,
results of operations and cash flows for the periods presented. This annual
report does not include an attestation report of our registered independent
auditors regarding internal control over financial reporting. Management's
report was not subject to attestation by our registered independent auditors
pursuant to temporary rules of the SEC that permit us to provide only
management's report in this annual report.

                                      -10-


<PAGE>


Changes in Internal Control Over Financial Reporting During the quarter ended
September 30, 2009, there were no changes in our internal controls that have
materially affected or are reasonably likely to have materially affected our
internal control over financial reporting. Our management, including the Chief
Executive Officer and Chief Financial Officer, does not expect that our
disclosure controls and procedures or our internal control over financial
reporting will prevent all errors and all fraud. A control system, no matter how
well designed and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Because of the inherent
limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within the company have been detected.

Our Chief Executive Officer and Chief Financial Officer (our principal executive
officer and principal financial officer, respectively) has concluded, based on
their evaluation as of September 30, 2009, that the design and operation of our
"disclosure controls and procedures" (as defined in Rule 13a-15(e) and
15d-15(e)) under the Securities Exchange Act of 1934, as amended ("Exchange
Act")) are effective to ensure that information required to be disclosed by us
in the reports filed or submitted by us under the Exchange Act is accumulated,
recorded, processed, summarized and reported to our management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding whether or not disclosure is required.

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.


PART II :  OTHER INFORMATION

ITEM 1:  LEGAL PROCEEDINGS

On September 15, 2008, M2B Commerce Limited filed a lawsuit in the Kingdom of
Cambodia for breach of the Performance and Maintenance Agreement dated May 20,
2005 between M2B Commerce Limited and Allsports International Ltd, by Allsports
International Ltd seeking damages in the total amount of $794,189 and calling
for the termination of the Performance and Maintenance Agreement.

On December 4, 2008, M2B Commerce Limited filed two further lawsuits in the
Kingdom of Cambodia against the owners of Allsports International Ltd, in
support of its earlier suit of September 15, 2008 against Allsports
International Ltd for breach of the Performance and Maintenance Agreement dated
May 20, 2005. One lawsuit was against the four principal officers of Allsports
International Ltd for breach of trust of the total amount of $794,189 owing to
M2B Commerce Limited. The other lawsuit was to get Allsports International Ltd
to transfer the shares of the Lottery Company to M2B Commerce Limited, in lieu
of the earlier lawsuit of September 15, 2008 which called for the termination of
the Performance and Maintenance Agreement.

On November 7, 2008, M2B World Asia Pacific Pte. Ltd was served a summons in
Singapore by M2B Game World Pte. Ltd, a company owned 81% by Auston
International Group Limited and 19% by M2B World Pte. Ltd, claiming a sum of
US$153,744 (S$235,229) in unpaid invoices in 2006. Following this, M2B World
Asia Pacific Pte. Ltd filed a counter claim to strike off this summons on the
basis that the invoices were non-existent and that M2B World Asia Pacific Pte.
Ltd was not yet incorporated as a company as of the date of the invoices
produced by M2B Game World Pte. Ltd.

                                      -11-


<PAGE>


On February 23, 2009, M2B World Pte Ltd was served a summons in Singapore by
Auston International Group Limited, claiming a sum of US$496,765 (S$760,050) to
be paid as shortfall in Guaranteed Profit to M2B Game World Pte. Ltd for
financial years 2006 and 2007, as part of the agreement for the acquisition of
M2B Game World in December 20, 2005 between M2B World Pte Ltd and Auston
International Group Limited. On March 20, 2009 in response to this summons, M2B
World Pte. Ltd filed a counter-claim against Auston International Group Limited
to claim damages amounting to US$1,568,172 and other damages as a result of
material breaches on the part of Auston International Group Limited to the
agreement of December 20, 2005 for the acquisition of M2B Game World Pte Ltd.

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. 12

                                      -12-


<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.

                                      -13-


<PAGE>


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.

THE COMPANY COULD BE AFFECTED BY PIRACY IN ASIA.

The Company is in the process of expanding its services globally, and in
particular is entering specific countries in Asia with customized country sites.
These country sites are designated to suit viewership patterns and styles in the
countries they are launched in, and make use of the Company's content and
intellectual property rights to the content. The piracy of content is a
significant problem in many Asian countries, and it is not uncommon to see
movies and television dramas appearing on illegal internet sites, and sold as
pirated DVDs and VCDs. The extent of this piracy of content in the specific
countries that the Company is launching its sites will adversely affect to a
certain degree the amount of advertising and subscription revenues that the
Company intends to earn.

THE COMPANY COULD BE AFFECTED BY THE GLOBAL ECONOMIC DOWNTURN

The global economy is undergoing a massive downturn in 2009, which commenced in
the second half of 2008. Many countries are faced with negative growth rates..
Where the media industry is concerned, major corporations have began to reduce
their advertising expenditures or even to cut back substantially all advertising
and promotional expenditures towards the later half of 2008. The Company is
heavily reliant on advertising and syndication revenues and expects to be
significantly affected in 2008 and 2009 by the downsizing in advertising spent,
especially in countries where the WOWtv service is expected to roll out.

                                      -14-


<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 PURSUANT
                   TO SECTION 302 OF THE SARBANES-OXLEY ACT

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

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

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


                                      -15-


<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)


August 6, 2010                           /s/ Leong Hin Chua
----------------                         ---------------------------------------
Date                                     President, Chief Executive Officer and
                                         Chief Financial Officer










                                      -16-