UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Mark one:

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended ~~September~~March 3031, ~~2014~~2015

o 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.)

3562 ~~Tai~~Cecil ~~Seng~~ Street, # 0106-~~01,~~00 ~~Tata~~TPI ~~Communications Exchange~~Building, Singapore ~~534103~~ 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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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

Large accelerated reporting filer o	Accelerated filer o
Non-accelerated filer o	Smaller company x
(Do not check if a smaller reporting)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes o 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	~~194~~203,~~656~~911,~~710~~303 shares
(Class)	(Outstanding at ~~October~~March 31, ~~2014~~2015)

AMARU, INC. AND SUBSIDIARIES

Quarterly Report on Form 10-Q for the Period Ended ~~September~~March 3031, ~~2014~~2015

Table of Contents

	PAGE
PART I: FINANCIAL INFORMATION	F-1
ITEM 1: CONSOLIDATED FINANCIAL STATEMENTS	F-1
Consolidated Balance Sheets	F-1
Consolidated Statements of Operations	F-23
Consolidated Statement of Stockholders’ Deficit	F-35
Consolidated Statements of Cash Flows	F-48
Notes to Consolidated Financial Statements	F-59 to F-1315
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	4
ITEM 4: CONTROLS AND PROCEDURES	65
PART II: OTHER INFORMATION	89
ITEM 1: LEGAL PROCEEDINGS	87
ITEM 1A: RISK FACTORS	87
ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	1211
ITEM 3: DEFAULTS UPON SENIOR SECURITIES	1211
ITEM 4: MINE SAFETY DISCLOSURES	1211
ITEM 5: OTHER INFORMATION	1211
ITEM 6: EXHIBITS	1211
SIGNATURES	1312

~~PART I: FINANCIAL INFORMATION~~i

~~Item~~PART 1:I. ~~Financial Statements~~FINANCIAL INFORMATION

~~AMARU,~~Item ~~INC~~1. ~~AND~~Financial ~~SUBSIDIARIES~~Statements

~~CONSOLIDATED~~AMARU, ~~BALANCE SHEETS (IN U~~INC.S. $)AND SUBSIDIARIES

~~SEPTEMBER 30,~~CONSOLIDATED ~~2014~~BALANCE ~~AND~~SHEETS ~~DECEMBER~~(IN ~~31,~~U.S. ~~2013~~$)

ASSETS	September 30, 2014			December 31, 2013
		(Unaudited)
Current assets
Cash	$	37,725		$	33,338
Accounts receivable, net of allowance of $247,177 and $247,590 at September 30, 2014 and December 31, 2013, respectively		5,574			18,781
Other current assets		253,457			183,666
Total current assets		296,756			235,785
Non-current assets
Property, plant and equipment, net		31,850			2,938
Total non-current assets		31,850			2,938
TOTAL ASSETS	$	328,606		$	238,723
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	1,685,398		$	1,543,354
Advances from related parties		300,403			300,403
Convertible term loan		1,499,750			1,499,750
Total current liabilities		3,485,551			3,343,507
Total liabilities		3,485,551			3,343,507
Stockholders’ deficit
Preferred stock (par value $0.001) 25,000,000 shares authorized; 18,287,478 and 9,247,478 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively		18,287			9,247
Common stock (par value $0.001) 400,000,000 shares authorized; 194,656,710 shares issued and outstanding at September 30, 2014 and December 31, 2013		194,657			194,657
Additional paid-in capital		43,961,969			43,131,009
Accumulated deficit		(43,519,372	)		(42,759,864	)
Total Amaru Inc.’s stockholders’ equity		655,541			575,049
Non-controlling interests		(3,812,486	)		(3,679,833	)
Total stockholders’ deficit		(3,156,945	)		(3,104,784	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	328,606		$	238,723

MARCH 31, 2015 AND DECEMBER 31, 2014

See accompanying notes to consolidated financial statements.

ASSETS		March 31, 2015		December 31, 2014
		(Unaudited)
Current assets
Cash	$	19,504	$	24,413
Accounts receivable, net of allowance of $242,492 and $244,863 at March 31, 2015 and December 31, 2014, respectively		47,597		3,682
Other current assets, net of allowance of $100,000 at March 31, 2015 and
December 31, 2014, respectively		72,206		71,275

Total current assets		139,307		99,370

Non-current assets
Property, plant and equipment, net		25,360		28,605

Total non-current assets		25,360		28,605

TOTAL ASSETS	$	164,667	$	127,975

~~F-1~~See accompanying notes to the consolidated financial statements.

~~amaru, Inc. and subsidiaries~~F-2

~~CONSOLIDATED~~AMARU, ~~STATEMENTS~~INC. OFAND ~~OPERATIONS~~SUBSIDIARIES

~~AND~~CONSOLIDATED ~~OTHER~~BALANCE ~~COMPREHENSIVE~~SHEETS ~~INCOME~~ (~~LOSS) (~~IN U.S. $)

~~FOR THE~~MARCH ~~THREE~~31, 2015 AND ~~NINE~~DECEMBER ~~MONTHS ENDED SEPTEMBER 30~~31, 2014 ~~and 2013 (Unaudited)~~

	Three Months Ended September 30,						Nine Months Ended September 30,
LIABILITIES AND STOCKHOLDERS’ DEFICIT	March 31, 2015			December 31, 2014
	2014			2013			2014			2013
	(Unaudited)
Revenues	$	8,023		$	6,800		$	22,829		$	20,750
Current liabilities
Cost of services		(30,415	)		(32,730	)		(119,096	)		(93,617	)
Accounts payable and accrued expenses	$	1,866,901		$	1,764,488
Gross (loss)		(22,392	)		(25,930	)		(96,267	)		(72,867	)
Advances from related parties		300,403			300,403
Operating expenses
Term loan – in default		1,499,750			1,499,750
Distribution costs		–			7,304			83,334			20,499
Total current liabilities		3,667,054			3,564,641
Allowance for doubtful accounts		–			–			–			88,700
Total liabilities		3,667,054			3,564,641
Administrative expenses		256,536			219,236			720,664			617,196
Stockholders’ deficit
Total expenses		256,536			226,540			804,000			726,395
Preferred stock (par value $0.001) 50,000,000 shares authorized; 20,567,478 and 20,167,478 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively		20,567			20,167
(Loss) from operations		(278,928	)		(252,470	)		(900,267	)		(799,262	)
Common stock (par value $0.001) 1,000,000,000 shares authorized; 203,911,303 and 202,911,303 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively		203,911			202,911
Other income (expense)
Additional paid-in capital		44,257,648			44,169,048
Interest expense		(24,629	)		(23,430	)		(72,975	)		(72,318	)
Accumulated deficit		(44,137,983	)		(43,986,761	)
Loss from sale of investment		–			(6,880	)		–			(88,187	)
Total Amaru Inc.’s stockholders’ equity		344,143			405,365
Equipment written off		(960	)		–			(960	)		–
Non-controlling interests		(3,846,530	)		(3,842,031	)
Other		4,190			72,363			82,039			105,914
Total stockholders’ deficit		(3,502,387	)		(3,436,666	)
(Loss) before income taxes		(300,325	)		(210,417	)		(892,161	)		(853,853	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	164,667		$	127,975
Provision for income taxes		–			–			–			–
Net (loss) before noncontrolling interests		(300,325	)		(210,417	)		(892,161	)		(853,853	)
Noncontrolling interests		(33,642	)		(32,515	)		(132,653	)		(118,096	)
Net (loss) attributable to common stockholders	$	(266,683	)	$	(177,902	)	$	(759,508	)	$	(735,757	)

Loss per share, basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding, basic and diluted			194,656,710				194,656,710				194,656,710				194,656,710

See accompanying notes to the consolidated financial statements.

~~See accompanying notes to the consolidated financial statements.~~F-3

~~F-2~~amaru, Inc. and subsidiaries

~~AMARU,~~CONSOLIDATED ~~INC.~~STATEMENTS ~~AND~~OF ~~SUBSIDIARIES~~OPERATIONS (IN U.S. $)

~~CONSOLIDATED~~FOR ~~STATEMENTS~~THE THREE OFMONTHS ~~STOCKHOLDERS'~~ENDED ~~DEFICIT~~MARCH ~~(IN~~31, ~~U.S. $~~2015 and 2014 (Unaudited)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 (UNAUDITED)

	Three Months Ended March 31,
	2015			2014

Revenues	$	8,717		$	7,801
Cost of services		(23,397	)		(32,772	)

Gross loss		(14,680	)		(24,971	)

Operating expenses
Distribution costs		5,355			14,519
Administrative expenses		185,765			176,176

Total expenses		191,120			190,695

Loss from operations		(205,800	)		(215,666	)

Other income (expense)
Interest expenses		(25,251	)		(24,022	)
Loss from sale of securities		–			–
Net change in fair value of securities held for trading		–			–
Other		75,330			25,860

Loss before income taxes		(155,721	)		(213,828	)
Provision for (benefit from) income taxes		–			–

Net loss		(155,721	)		(213,828	)
Non-controlling interests		(4,499	)		(36,386	)

Net loss attributed to common stockholders	$	(151,222	)	$	(177,442	)

	Preferred stock				Common stock				Additional								Total
	Number of		Par value		Number of		Par value		paid-in		Accumulated			Minority			stockholders’
	shares		($0.001)		shares		($0.001)		capital		deficit			interest			deficit
Balance at December 31, 2013		9,247,478	$	9,247		194,656,710	$	194,657	$	43,131,009	$	(42,759,864	)	$	(3,679,833	)	$	(3,104,784	)
Sale of preferred stock		9,040,000		9,040		–		–		830,960		–			–			840,000
Net loss		–		–		–		–		–		(759,508	)		(132,653	)		(892,161	)
Balance at September 30, 2014		18,287,478	$	18,287		194,656,710	$	194,657	$	43,961,969	$	(43,519,372	)	$	(3,812,486	)	$	(3,156,945	)

See accompanying notes to the consolidated financial statements.

~~See accompanying notes to consolidated financial statements.~~F-4

~~F-3~~amaru, Inc. and subsidiaries

~~Amaru,~~CONSOLIDATED ~~Inc.~~STATEMENTS ~~and~~OF ~~subsidiaries~~OPERATIONS (IN U.S. $)

~~CONSOLIDATED~~FOR ~~STATEMENT~~THE THREE OFMONTHS ~~CASH~~ENDED ~~FLOWS (IN~~MARCH ~~U.S.~~31, $2015 and 2014 (Unaudited)

FOR THE NINE months ENDED SEPTEMBER 30, 2014 AND 2013 (unaudited)

	Three Months Ended March 31,
	2015			2014

Loss per share, basic		(0.00	)		(0.00	)
Loss per share, diluted		(0.00	)		(0.00	)

Weighted average shares outstanding , basic and diluted		203,555,747			201,455,174

	Nine Months Ended September 30
	2014			2013
Cash flows from operating activities
Net loss	$	(892,161	)	$	(853,853	)
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		6,330			4,885
Equipment written off		960			–
Loss from sales of securities		–			88,187
Change in operating assets and liabilities
Decrease in accounts receivable		13,207			54,714
(Increase) decrease in other current assets		(69,791	)		79,051
Increase in accounts payable and accrued expenses		142,044			444,100
Net cash (used in) operating activities		(799,411	)		(182,916	)
Cash flows from investing activities
Purchase of equipment		(36,202	)		(851	)
Cash proceeds from sales of securities		–			510,242
Net cash (used in) provided by investing activities		(36,202	)		509,391
Cash flows from financing activities
Repayment of term loan		–			(398,720	)
Issuance of preferred stock for cash		840,000			120,998
Net cash provided by (used in) financing activities		840,000			(277,722	)
Net increase in cash		4,387			48,753
Cash and cash equivalents - beginning of period		33,338			33,460
Cash and cash equivalents - end of period	$	37,725		$	82,213
Supplemental disclosure of cash flow information
Cash paid for interest	$	–		$	–
Cash paid for income taxes	$	–		$	–

See accompanying notes to the consolidated financial statements.

~~See accompanying notes to consolidated financial statements.~~F-5

~~F-4~~AMARU, INC. AND SUBSIDIARIES

~~AMARU,~~CONSOLIDATED ~~INC.~~STATEMENT ~~AND~~OF ~~SUBSIDIARIES~~STOCKHOLDERS' DEFICIT (IN U.S. $)

~~NOTES~~FOR TOTHE ~~CONSOLIDATED~~THREE ~~FINANCIAL~~MONTHS ~~STATEMENTS~~ENDED MARCH 31, 2015 (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)

	Preferred stock				Common stock				Additional
	Number of shares		Par value ($0.001)		Number of shares		Par value ($0.001)		paid-in capital		Accumulated deficit

Balance at December 31, 2014		20,167,478	$	20,167		202,911,303	$	202,911	$	44,169,048	$	(43,986,761	)
Issuance of preferred stock		400,000		400		–		–		39,600		–
Issuance of common stock		–		–		1,000,000		1,000		49,000		–
Net loss		–		–		–		–		–		(151,222	)
Balance at March 31, 2015 (unaudited)		20,567,478	$	20,567		203,911,303	$	203,911	$	44,257,648	$	(44,137,983	)

1.See ~~ORGANIZATION~~accompanying notes to the consolidated financial statements.

~~Amaru, Inc. and its subsidiaries (the "Company") is developing the business of broadband entertainment~~F-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.6

~~The~~AMARU, ~~Company was also previously in the business of digit gaming (lottery)~~INC. ~~That~~AND ~~license has been suspended.~~SUBSIDIARIES

~~The~~CONSOLIDATED ~~key~~STATEMENT ~~business~~OF ~~focus~~STOCKHOLDERS' ofDEFICIT ~~the Company is to establish itself as the provider and creator of a new generation of entertainment-on-demand and e-commerce channels on broadband, and 3G~~ (~~third~~IN ~~generation) devices~~U.S. $)

~~The~~FOR ~~Company~~THE ~~delivers~~THREE ~~both~~MONTHS ~~wire~~ENDED ~~and~~MARCH ~~wireless solutions~~31, ~~streaming~~2015 ~~via computers, TV sets, PDAS and 3G hand phones.~~(UNAUDITED)

The Company's business model in the area of broadband entertainment includes e-services, which the Company believes will provide it with multiple streams of revenue. Such revenues will be derived from advertising and branding (channel and program sponsorship); on-line subscriptions; channel/portal development (digital programming services); content aggregation and syndication; broadband consulting services; broadband hosting and streaming services, and on-line dealerships and pay-per-view services.

	Minority interest			Total stockholders’ deficit

Balance at December 31, 2014	$	(3,842,031	)	$	(3,436,666	)
Issuance of preferred stock		–			40,000
Issuance of common stock		–			50,000
Net loss		(4,499	)		(155,721	)
Balance at March 31, 2015 (unaudited)	$	(3,846,530	)	$	(3,502,387	)

2.See ~~SUMMARY~~accompanying OFnotes ~~SIGNIFICANT~~to ~~ACCOUNTING~~the ~~POLICIES~~consolidated financial statements.

~~Basis of accounting and presentation~~ F-7

~~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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 810 “Consolidation” and assesses 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 ASC 810.

~~The~~CONSOLIDATED ~~unaudited~~STATEMENTS ~~interim~~OF ~~consolidated~~CASH ~~financial statements~~FLOWS of the Company as of September 30, 2014 and for the three month and nine month periods ended September 30, 2014 and 2013, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Security and Exchange Commission (~~“SEC”) which apply to interim financial statements. Accordingly,~~IN ~~they do not include all of the information and footnotes normally required by accounting principles generally accepted in the United States of America for annual financial statements~~U. ~~In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented~~S. The interim consolidated financial information should be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company’s Form 10-K filed with the SEC. The results of operations for the three months and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for future quarters or for the year ending December 31, 2014. $)

~~All~~FOR ~~consolidated financial statements and~~THE ~~notes~~three tomonths ~~the~~ENDED ~~consolidated~~march ~~financial~~31, ~~statements~~2015 ~~are~~AND ~~presented in United States dollars (“US Dollar” or “US$”~~2014 ~~or “$”~~(unaudited).

Presentation as a going concern

	Three Months Ended March 31
	2015			2014
Cash flows from operating activities
Net loss	$	(155,721	)	$	(213,828	)
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		3,245			879
Change in operating assets and liabilities
(Increase) decrease in accounts receivable		(43,915	)		14,237
Increase in other current assets		(931	)		(11,880	)
Increase (decrease) in accounts payable and accrued expenses		102,413			(44,754	)

Net cash (used in) provided by operating activities		(94,909	)		(255,346	)

Cash flows from financing activities
Issuance of preferred stock for cash		40,000			300,000
Issuance of common stock for cash		50,000			–

Net cash provided by financing activities		90,000			300,000

Net (decrease) increase in cash		(4,909	)		44,654
Cash and cash equivalents at beginning of period		24,413			33,338

Cash and cash equivalents at end of period	$	19,504		$	77,992

Supplemental disclosure of cash flow information
Cash paid for interest	$	–		$	–
Cash paid for income taxes	$	–		$	–

~~The~~See accompanying ~~condensed~~notes ~~consolidated financial~~to ~~statements have been prepared in conformity with accounting principles generally accepted in~~ the ~~United~~consolidated ~~States~~financial ~~of America, which contemplate continuation of the Company as a going concern~~statements. The Company has an accumulated deficit of $43,519,372 and $42,759,864 at September 30, 2014 and December 31, 2013, respectively. The Company also has a working capital deficit of $3,188,795 and $3,107,722 at September 30, 2014 and December 31, 2013, respectively. The Company has had difficulty in raising adequate additional funding to support its ongoing and planned operations.

F-58

AMARU, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2014~~2015 AND ~~2013~~2014 (UNAUDITED)

21. ~~SUMMARY~~ORGANIZATION ~~OF SIGNIFICANT ACCOUNTING POLICIES (continued)~~

~~The~~Amaru, ~~items~~Inc. ~~discussed~~and ~~above~~Subsidiaries ~~raise~~(the ~~substantial~~"Company") ~~doubt~~is ~~about~~developing the ~~Company's~~business ~~ability~~of tobroadband ~~continue~~entertainment-on-demand, asstreaming avia ~~going~~computers, ~~concern.~~television ~~The~~sets, ~~Company~~PDAs ~~will~~(personal ~~require additional equity or debt financing~~digital inassistant) ~~order to execute its operating plan~~ and ~~continue as a going concern. The Company cannot predict whether this additional financing will be in~~ the ~~form~~provision of ~~equity,~~broadband ~~debt or another form~~services. ~~The~~Its ~~Company~~business ~~may~~includes ~~not~~channel beand ~~able~~program tosponsorship ~~obtain~~(advertising ~~the~~and ~~necessary equity or debt on a timely~~branding); ~~basis,~~online ~~on acceptable terms~~subscriptions, orchannel/portal atdevelopment ~~all.~~(digital ~~The~~programming ~~Company~~services); ~~plans~~content ~~also~~aggregation toand ~~attempt~~syndication, ~~to address its working capital deficiency by increasing~~broadband ~~its~~consulting ~~sales~~services, ~~maintaining~~broadband ~~strict~~hosting ~~expense controls~~ and ~~seeking~~streaming ~~strategic alliances~~services.

InThe ~~the~~key ~~event~~business ~~that~~focus ~~additional~~of ~~financing sources do not materialize, or~~ the Company is ~~unsuccessful in increasing its revenues and ultimately returning~~ to ~~profitable operations,~~ ~~the~~establish ~~Company~~itself ~~will be forced to further reduce its costs, may be unable to repay its debt obligations~~ as ~~they~~the ~~become~~provider ~~due~~and orcreator ~~respond to~~of ~~competitive~~a ~~pressures,~~new ~~any~~generation of ~~which~~entertainment-on-demand ~~circumstances~~and ~~would~~e-commerce ~~have~~channels ~~a material adverse effect~~ on ~~its business~~broadband, ~~prospects, financial~~ ~~condition~~ and ~~results~~3G ofand ~~operations~~4G devices.

The ~~financial~~Company ~~statements~~delivers doboth ~~not~~wire ~~include any adjustments relating to the recoverability~~ and ~~reclassification of recorded asset amounts or amounts and reclassification of~~wireless ~~liabilities~~solutions, ~~that~~streaming ~~might~~via ~~be necessary~~computers, ~~should~~TV ~~the~~sets, ~~Company~~PDAS beand ~~unable~~3G toand ~~continue~~4G ~~as a going concern~~devices.

~~Use~~The Company's business model in the area of broadband ~~estimates~~entertainment includes e-services, which the Company believes will provide it with multiple streams of revenue. Such revenues are derived from advertising and branding (channel and program sponsorship); on-line subscriptions; channel/portal development (digital programming services); content aggregation and syndication; broadband consulting services; broadband hosting and streaming services, and on-line dealerships and pay per view services.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods2. ~~Actual results~~SUMMARY ~~could~~OF ~~differ~~SIGNIFICANT ~~from~~ACCOUNTING ~~those estimates.~~POLICIES

~~Cash~~Basis of accounting and presentation

The ~~Company~~consolidated ~~considers~~financial ~~all~~statements ~~demand~~include the ~~and~~financial ~~time deposits~~statements ~~and~~of ~~all~~Amaru, ~~highly~~Inc. ~~liquid~~and ~~investments~~its ~~with~~majority anowned ~~original~~subsidiaries. ~~maturity~~All ofsignificant ~~three~~intercompany ~~months~~balances orand ~~less~~transactions have tobeen beeliminated ~~cash~~in ~~equivalents~~consolidation.

~~Accounts~~The ~~receivable~~unaudited interim consolidated financial statements of the Company as of March 31, 2015 and for the three month periods ended March 31, 2015 and 2014, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the SEC which apply to interim financial statements. Accordingly, they do not include all of the information and footnotes normally required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. The interim consolidated financial information should be read in conjunction with the consolidated financial statements and the notes thereto, included in the Company’s Form 10-K filed with the SEC. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for future quarters or for the year ending December 31, 2015.

~~Accounts~~All ~~receivable~~consolidated isfinancial ~~stated~~statements at cost, net of an allowance for doubtful accounts, if required. Receivables outstanding longer than the payment terms are considered past due. The Company maintains an allowance for doubtful accounts for estimated losses when necessary resulting from the failure of customers to make required payments. The Company reviews the accounts receivable on a periodic basis and ~~makes allowances where~~notes ~~there is doubt as~~ to the ~~collectability~~consolidated offinancial ~~individual~~statements ~~balances.~~are Inpresented ~~evaluating~~in ~~the~~United ~~collectability~~States ofdollars ~~individual~~(“US ~~receivable~~Dollar” ~~balances, the~~or ~~Company~~“US$” ~~considers many factors, including the age of the balance, the customer’s payment history, its current credit-worthiness~~or ~~and current economic trends~~“$”).

~~Property~~Presentation ~~and~~as ~~equipment~~a going concern

~~Property,~~The ~~plant~~accompanying ~~and~~condensed ~~equipment~~consolidated ~~are recorded~~financial atstatements ~~cost,~~have ~~less~~been ~~accumulated~~prepared ~~depreciation.~~in ~~Cost~~conformity ~~includes~~with ~~the~~accounting ~~price~~principles ~~paid~~generally toaccepted ~~acquire~~in orthe ~~construct~~United ~~the~~States ~~asset~~of America, ~~including~~which contemplate ~~capitalized~~continuation ~~interest during~~of the ~~construction~~Company ~~period,~~as ~~and~~a ~~any~~going ~~expenditures~~concern. ~~that~~The ~~substantially~~Company ~~increase~~has ~~the~~generated ~~assets~~losses ~~value~~from oroperations ~~extend~~of ~~the~~approximately ~~useful life of~~$(156,000) anand ~~existing~~$(214,000) ~~asset.~~for ~~Depreciation is computed using~~ the ~~straight-line~~three ~~method~~months ~~over~~ended ~~the~~March ~~estimated~~31, ~~useful~~2015 ~~lives~~and of2014, ~~the assets~~respectively. ~~Major repairs~~These ~~and~~continued ~~betterments~~losses ~~that~~have ~~significantly~~created ~~extend~~an ~~original~~accumulated deficit ~~useful~~of ~~lives~~approximately or$44,138,000 ~~improve~~as ~~productivity~~of ~~are~~March ~~capitalized~~31, ~~and~~2015. ~~depreciated over~~The ~~the~~Company ~~periods~~also ~~benefited.~~has ~~Maintenance~~a ~~and~~working ~~repairs~~capital ~~are~~deficit ~~generally~~of ~~expensed~~approximately as$3,528,000 at ~~incurred~~March 31, 2015. The ~~estimated~~Company ~~useful~~has ~~lives~~had ofdifficulty ~~the~~in ~~assets range~~raising ~~from~~adequate 3additional ~~to 5 years~~funding.

~~Film~~These ~~library~~factors raise substantial doubt about the Company's ability to continue as a going concern. The Company will require additional financing in order to execute its operating plan and continue as a going concern. The Company cannot predict whether this additional financing will be in the form of equity, debt or another form. The Company may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. The Company plans to attempt to address its working capital deficiency by increasing its sales, maintaining strict expense controls and seeking strategic alliances.

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 individualF-film-forecast method in accordance with ASC 926, “Entertainment-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.9

~~F-6~~In the event that these financing sources do not materialize, or the Company is unsuccessful in increasing its revenues and achieving adequate profitable operations, the Company will be forced to further reduce its costs, may be unable to repay its debt obligations as they become due or respond to competitive pressures, any of which circumstances would have a material adverse effect on its business, prospects, financial condition and results of operations.

~~AMARU~~The financial statements do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts or amounts and reclassification of liabilities that might be necessary, ~~INC.~~should ~~AND~~the ~~SUBSIDIARIES~~Company be unable to continue as a going concern.

~~NOTES~~Use TOof ~~CONSOLIDATED FINANCIAL STATEMENTS~~estimates

~~FOR~~The ~~THE~~preparation ~~THREE~~of ~~AND~~financial ~~NINE~~statements in ~~MONTHS~~conformity ~~ENDED~~with ~~SEPTEMBER~~accounting ~~30,~~principles ~~2014~~generally ~~AND~~accepted ~~2013~~in ~~(UNAUDITED)~~the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

~~2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)~~Cash

The ~~valuation~~Company ofconsiders ~~investment~~all indemand ~~films~~and istime deposits ~~reviewed~~and onall anhighly ~~overall~~liquid ~~basis,~~investments ~~when~~with an ~~event~~original ormaturity ~~change in circumstances indicates that the fair value~~ of ~~the~~three ~~film~~months ~~library~~or is less ~~than~~ ~~its~~to ~~unamortized~~be ~~cost. The fair value of the film is determined using management's future revenue and cost estimates and a discounted~~ cash ~~flow approach~~equivalents. 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. (See Note 7).

~~Valuation~~Accounts ~~of long-lived assets~~receivable

~~The~~Accounts ~~Company~~receivable ~~accounts~~is ~~for~~stated ~~long-lived~~at ~~assets under ASC 360~~cost, ~~“Property, Plant, and Equipment”. Management assesses the recoverability of its long-lived assets, which~~net ~~consist primarily~~ of ~~fixed~~an ~~assets~~allowance ~~with~~for ~~finite~~doubtful ~~useful lives~~accounts, ~~whenever~~if ~~events~~required. orReceivables ~~changes~~outstanding inlonger ~~circumstance~~than ~~indicate that~~ the ~~carrying value~~payment ~~may~~terms ~~not~~are beconsidered ~~recoverable.~~past due. The ~~following~~Company ~~factors,~~maintains ~~if present, may trigger~~ an ~~impairment~~allowance ~~review:~~for ~~(i)~~doubtful ~~significant~~accounts ~~underperformance relative~~for toestimated ~~expected~~losses ~~historical~~when ornecessary ~~projected~~resulting ~~future~~from ~~operating~~the ~~results;~~failure ~~(ii)~~of ~~significant~~customers to ~~negative~~make ~~industry~~required orpayments. ~~economic~~The ~~trends;~~Company ~~(iii) significant~~reviews ~~decline in~~ the ~~Company's~~accounts ~~stock~~receivable ~~price~~on ~~for~~ a ~~sustained~~periodic ~~period;~~basis and ~~(iv)~~makes aallowances ~~change~~where inthere ~~the Company's market capitalization~~is ~~relative~~doubt as to ~~net book value. If~~ the ~~recoverability~~collectability of ~~these~~individual ~~assets~~balances. isIn ~~unlikely~~evaluating ~~because of~~ the ~~existence~~collectability of ~~one~~individual orreceivable ~~more~~balances, of the ~~above-mentioned~~ ~~factors,~~Company anconsiders ~~impairment~~many ~~analysis is performed using a projected discounted cash flow method. Management must make assumptions regarding estimated future cash flows and other~~ factors, toincluding ~~determine~~ the ~~fair~~age ~~value~~ of ~~these respective assets. If these estimates or related assumptions change in~~ the ~~future~~balance, the ~~Company may be required to record an impairment charge. Impairment charges would be included in the Company'~~customer’s ~~consolidated~~payment ~~statements of operations~~history, ~~and~~its ~~would~~current ~~result in reduced carrying amounts of the related assets on the~~credit-worthiness ~~Company's~~and ~~consolidated~~current ~~balance~~economic ~~sheets~~trends.

~~Fair~~Property ~~value~~and ~~of financial instruments~~equipment

~~FASB~~Property, ~~ASC~~plant ~~820,~~and ~~“Fair~~equipment ~~Value~~are ~~Measurement,”~~recorded ~~defines~~at ~~fair~~cost, ~~value~~less asaccumulated depreciation. Cost includes the price ~~that~~paid ~~would~~to beacquire ~~received~~or ~~upon~~construct ~~sale~~the ofasset, anincluding ~~asset~~capitalized interest during the construction period, and any expenditures that substantially increase the assets value or ~~paid~~extend ~~upon~~the ~~transfer~~useful life of an aexisting ~~liability~~asset. inDepreciation anis ~~orderly transaction~~computed ~~between~~using ~~market~~the ~~participants~~straight-line atmethod over the ~~measurement~~estimated ~~date~~useful ~~and~~lives inof the ~~principal~~assets. orMajor repairs ~~most~~and ~~advantageous~~betterments ~~market~~that ~~for~~significantly ~~that~~extend ~~asset~~ original useful lives or ~~liability.~~improve ~~The~~productivity ~~fair~~are ~~value~~capitalized ~~should~~and bedepreciated over ~~calculated~~the ~~based~~periods onbenefited. ~~assumptions~~Maintenance ~~that~~and ~~market~~repairs ~~participants~~are ~~would~~generally ~~use~~expensed inas ~~pricing~~incurred. ~~the~~The ~~asset or~~estimated ~~liability,~~useful ~~not~~lives onof ~~assumptions~~the ~~specific~~assets range from 3 to ~~the~~5 ~~entity~~years.

~~F-7~~Film library

~~AMARU~~The Company's film library includes movies, dramas, ~~INC.~~comedies ~~AND~~and ~~SUBSIDIARIES~~documentaries in which the Company has acquired distribution rights from a third party.

~~NOTES~~The TOCompany ~~CONSOLIDATED~~completed ~~FINANCIAL~~an ~~STATEMENTS~~impairment evaluation in the fourth quarter 2009 and the film library was determined to be impaired. In conducting the analysis, the Company used a discounted cash flow approach in estimating fair value as market values could not be readily determined given the unique nature of the respective assets. Based upon the analysis the Company determined that carrying amount of the film library was fully impaired, as reflected Note 6.

~~FOR~~Valuation ~~THE~~of ~~THREE~~long-lived ~~AND NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)~~assets

2The Company accounts for long-lived assets under ASC 360, “Accounting for the Impairment or Disposal of Long-Lived Assets”. ~~SUMMARY~~Management OFassesses ~~SIGNIFICANT~~the ~~ACCOUNTING~~recoverability ~~POLICIES~~of its long-lived assets, which consist primarily of fixed assets and intangible assets with finite useful lives, whenever events or changes in circumstance indicate that the carrying value may not be recoverable. The following factors, if present, may trigger an impairment review: (~~continued~~i) significant underperformance relative to expected historical or projected future operating results; (ii) significant negative industry or economic trends; (iii) significant decline in the Company's stock price for a sustained period; and (iv) a change in the Company's market capitalization relative to net book value. If the recoverability of these assets is unlikely because of the existence of one or more of the above-mentioned factors, an impairment analysis is performed using a projected discounted cash flow method. Management must make assumptions regarding estimated future cash flows and other factors to determine the fair value of these respective assets. If these estimates or related assumptions change in the future, the Company may be required to record an impairment charge. Impairment charges would be included in the Company's consolidated statements of operations, and would result in reduced carrying amounts of the related assets on the Company's consolidated balance sheets.

~~Advances from related party~~F-10

~~Advances~~Fair ~~from~~value ~~a director and related party~~ of ~~$300,403~~financial ~~at September 30, 2014 and December 31, 2013, are unsecured, non-interest bearing and payable on demand.~~instruments

~~Foreign~~ASC ~~currency~~820 ~~translation~~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 ASC 820 are described below:

~~Transactions~~Level in1 ~~foreign~~Inputs ~~currencies~~– ~~are measured~~Unadjusted ~~and~~quoted ~~recorded and translated to the functional currency, U.S. dollars, using the Company's prevailing month exchange rate.~~market Atprices ~~the~~in ~~balance~~active ~~sheet~~markets ~~date, recorded monetary balances~~ that are ~~denominated~~accessible ~~in a foreign currency are adjusted to reflect the rate~~ at the ~~balance~~measurement ~~sheet~~ date ~~and~~for ~~the~~identical, ~~operations~~unrestricted ~~statement~~assets 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. Translation gains or ~~losses as of September 30, 2014 and 2013 were not material to the consolidated financial statements~~liabilities.

~~Revenues~~Level 2 Inputs – 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.

~~The~~Level ~~Company's~~3 ~~primary~~Inputs ~~sources~~– ofPrices ~~revenue~~or valuation ~~are~~techniques ~~from~~that ~~the~~require ~~sales~~inputs ofthat ~~advertising~~are ~~space~~both onsignificant ~~interactive~~to ~~websites owned by~~ the ~~Company;~~fair ~~distribution~~value ~~and~~measurement ~~licensing of content to our partners~~ and ~~broadband~~unobservable ~~consulting~~(supported ~~services,~~by ~~and~~little ~~gaming~~or no ~~revenue~~market ~~from our digital games~~activity).

~~The~~ASC ~~Company~~820 ~~recognizes~~requires ~~revenue~~the inuse ~~accordance~~of observable market ~~with~~data, ~~ASC~~when ~~605-10~~available, in making fair value measurements. When ~~Revenue~~inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is ~~recognized~~categorized ~~only~~is ~~when~~based on the ~~price~~lowest level input that is ~~fixed~~significant to orthe ~~determinable,~~fair ~~persuasive~~value ~~evidence~~measurements. Valuation techniques used need to maximize the use of anobservable ~~arrangement~~inputs ~~exists,~~ and minimize the ~~service~~use orof unobservable ~~product~~inputs. isAs ~~performed~~of orMarch ~~delivered~~31, 2015 and ~~collectability~~December 31, 2014, none of the ~~resulting~~Company’s ~~receivable~~assets isand ~~reasonably~~liabilities ~~assured~~were required to be reported at fair value on a recurring basis. Carrying values of non-derivative financial instruments, including cash, receivables and various payables, approximate their fair values due to the short term nature of these financial instruments. There were no changes in methods or assumptions during the periods presented.

~~Website~~Advances ~~advertising revenue is recognized on a cost per thousand impressions (CPM) or cost per click (CPC), and on a flat-fee basis. The Company earns CPM or CPC revenue~~ from ~~the~~related display of graphical advertisements. An impression is delivered when an advertisement appears in pages viewed by users. Revenue from graphical advertisement impressions is recognized based on the actual impressions delivered in the period. Revenue from flat-fee services is based on a customer's period of contractual service and is recognized on a straight-line basis over the term of the contract. Proceeds from subscriptions are deferred and are included in revenue on a pro-rata basis over the term of the subscriptions.party

~~The~~Advances ~~Company enters into contractual arrangements with customers to license and distribute content; revenue is earned~~ from ~~content~~a ~~licenses,~~director and ~~content~~related ~~syndication. Agreements~~party with these customers are typically for multi-year periods. For each arrangement, revenue is recognized when both parties have signed an agreement, the fees to be paid by the customer are fixed or determinable, collection of ~~the fees is probable~~$300,403 ~~the~~at ~~delivery~~March ~~of the service has occurred~~31, ~~and~~2015 ~~no other significant obligations on the part of the Company remain. Licensing~~ and ~~content~~December ~~syndication revenue~~31, ~~is recognized when the license period begins~~2014, ~~and the contents~~ are ~~available for exploitation by the customer~~unsecured, ~~pursuant to~~non-interest ~~the~~bearing ~~terms~~and ofpayable ~~the~~on ~~license agreement~~demand.

~~The~~Foreign ~~Company~~currency enters into contractual arrangements with customers on broadband consulting services and on-line turnkey solutions. Revenue is earned over the period in which the services are rendered. For each arrangement, revenue is recognized when a written agreement between both parties exist, the fees to be paid by the customer are fixed or determinable, collection of the fees is probable, and fulfillment of the obligations under the agreement has occurred. 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 services 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.translation

~~Cost~~Transactions ofin ~~services~~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. Accordingly, the Company does not have any foreign currency conversion adjustments.

The cost of services pertaining to advertising and sponsorship revenue and subscription and related services are the 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. All these costs are accounted for in the period incurred.Revenues

~~F-8~~The Company's primary sources of revenue are from the sales of advertising space on interactive websites owned by the Company; distribution and licensing of content to our partners, broadband consulting services, and gaming revenue from our digital games.

~~AMARU~~The Company recognizes revenue in accordance with Accounting Standard Codification (ASC) 605-10 Revenue is recognized only when the price is fixed or determinable, ~~INC.~~persuasive evidence ~~AND~~of ~~SUBSIDIARIES~~an arrangement exists, the service or product is performed or delivered and collectability of the resulting receivable is reasonably assured.

~~NOTES~~The TOCompany ~~CONSOLIDATED~~enters ~~FINANCIAL~~into ~~STATEMENTS~~contractual arrangements with customers to license and distribute content; revenue is earned from content licenses, and content syndication. Agreements with these customers are typically for multi-year periods. For each arrangement, revenue is recognized when both parties have signed an agreement, the fees to be paid by the customer are fixed or determinable, collection of the fees is probable, the delivery of the service has occurred, and no other significant obligations on the part of the Company remain. Licensing and content syndication revenue is recognized when the license period begins, and the content is available for exploitation by the customer, pursuant to the terms of the license agreement.

~~FOR~~Website ~~THE~~advertising ~~THREE~~revenue ~~AND~~is ~~NINE~~recognized on ~~MONTHS~~a ~~ENDED~~cost ~~SEPTEMBER~~per ~~30,~~thousand ~~2014~~impressions ~~AND~~(CPM) ~~2013~~or cost per click (~~UNAUDITED~~CPC), and flat-fee basis. The Company earns CPM or CPC revenue from the display of graphical advertisements. An impression is delivered when an advertisement appears in pages viewed by users. Revenue from graphical advertisement impressions is recognized based on the actual impressions delivered in the period. Revenue from flat-fee services is based on a customer's period of contractual service and is recognized on a straight-line basis over the term of the contract. Proceeds from subscriptions are deferred and are included in revenue on a pro-rata basis over the term of the subscriptions.

2The Company enters into contractual arrangements with customers on broadband consulting services and on-line turnkey solutions. ~~SUMMARY~~Revenue OFis ~~SIGNIFICANT~~earned ~~ACCOUNTING~~over the period in which the services ~~POLICIES~~are ~~(continued)~~rendered. For each arrangement, revenue is recognized when a written agreement between both parties exist, the fees to be paid by the customer are fixed or determinable, collection of the fees is probable, and fulfillment of the obligations under the agreement has occurred. 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 services 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.

~~Income taxes~~F-11

~~Deferred~~Cost income taxes are determined using the asset and liability method in accordance with ASC 740, “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 operations of the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax assets for which it is determined that it is more likely than not that some portion of the deferred tax assets will not be realized.services

The ~~Company~~cost ~~files~~of ~~income~~services ~~tax~~pertaining ~~returns~~to inadvertising ~~the~~and ~~United~~sponsorship ~~States~~revenue ~~federal~~and ~~jurisdiction~~subscription and ~~certain~~related ~~states~~services inare the ~~United~~cost ~~States~~of bandwidth charges, channel design and ~~certain~~alteration, copyright ~~other~~licensing, ~~foreign~~and ~~jurisdictions.~~hardware ~~The~~hosting ~~Company is~~and nomaintenance ~~longer~~costs. ~~subject~~The tocost ~~United~~of ~~States~~services ~~Federal~~pertaining ~~and~~to ~~State~~E-commerce ~~income~~revenue ~~tax~~is ~~examinations~~channel design byand ~~tax~~alteration, ~~authorities~~and ~~for~~hardware ~~years~~hosting ~~before~~and ~~2011~~maintenance costs. NoAll ~~income tax~~these ~~returns~~costs are ~~currently~~accounted ~~under~~for ~~examination~~in bythe ~~any~~period ~~tax authorities~~incurred.

Income ~~(Loss) per share~~taxes

~~The~~Deferred ~~Company~~income ~~computes~~taxes ~~net~~are ~~income~~determined ~~(loss)~~using ~~per~~the ~~common~~liability ~~share~~method in accordance with ~~FASB~~ ASC ~~260~~740, ~~"Earnings~~“Income ~~Per~~Taxes.” ~~Share"~~Deferred ~~("ASC~~tax ~~260")~~assets and ~~SEC~~liabilities ~~SAB~~are ~~98.~~recognized for ~~Under~~the future tax consequences attributable to differences between the ~~provisions~~ financial statement carrying amounts of ~~ASC~~existing ~~260~~assets and liabilities and ~~SAB~~their ~~98,~~respective ~~basic~~tax ~~net~~bases. Deferred income ~~(loss)~~taxes ~~per~~are ~~common~~measured ~~share~~using isenacted ~~computed~~tax byrates ~~dividing~~expected ~~the~~to ~~net~~apply to taxable income ~~(loss)~~in ~~available to~~years ~~common~~in ~~shareholders~~which bysuch ~~the~~temporary ~~weighted~~differences ~~average~~are ~~number~~expected ofto ~~shares~~be ofrecovered ~~common~~or ~~stock~~settled. ~~outstanding~~The ~~during~~effect ~~the~~on ~~period.~~deferred ~~Diluted~~ income ~~per~~ ~~share~~taxes ~~includes~~of ~~the~~a ~~effect~~change ofin ~~dilutive~~tax ~~common~~rates ~~stock~~is ~~equivalents~~recognized ~~from~~in the ~~assumed~~statement ~~exercise~~ of ~~convertible~~income ~~preferred~~in ~~stock~~the period that includes the enactment date. ~~The~~In ~~Company’s~~addition, ~~common~~a ~~stock~~valuation ~~equivalents~~allowance ~~were~~is ~~excluded~~established into ~~the~~reduce ~~computation~~any ofdeferred ~~diluted~~tax ~~net~~asset ~~(loss)~~for ~~per~~which ~~share~~it ~~since~~is ~~their~~determined ~~inclusion~~that ~~would~~it beis ~~anti-dilutive.~~more likely than not ~~These~~that ~~common~~some ~~stock~~portion ~~equivalents~~of ~~may~~the ~~dilute~~deferred ~~future~~tax ~~earnings~~asset ~~per~~will ~~share~~not be realized.

~~Advertising~~The Company files income tax returns in the United States federal jurisdiction and certain states in the United States and certain other foreign jurisdictions. The Company is beyond the statute of limitations subjecting it to U.S. federal and state income tax examinations by tax authorities for years before 2011. No income tax returns are currently under examination by any tax authorities.

~~The~~(Loss) ~~cost~~per of advertising is expensed as incurred. For the three months ended September 30, 2014 and 2013, the Company incurred advertising expenses of $3,009 and $1,007, respectively. For the nine months ended September 30, 2014 and 2013, the Company incurred advertising expenses of $50,807 and $4,791, respectively.share

3The Company computes net income (loss) per common share in accordance with FASB ASC 260, "Earnings Per Share" ("ASC 260") and SEC SAB 98. ~~RECENTLY~~Under ~~ISSUED~~the ~~ACCOUNTING~~provisions of ~~STANDARDS~~ASC 260 and SAB 98, basic net income (loss) per common share is computed by dividing the net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted income per share includes the effect of dilutive common stock equivalents from the assumed exercise of convertible preferred stock. The Company’s common stock equivalents were excluded in the computation of diluted net (loss) per share since their inclusion would be anti-dilutive. These common stock equivalents may dilute future earnings per share.

In June 2014, the FASB issued ASU 2014-10, ”Development Stage Entities: Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.” This ASU amends FASB ASC Topic 915, Development Stage Entities, to remove all incremental financial reporting requirements for development stage entities, thereby improving financial reporting by reducing the cost and complexity associated with providing that information. The amendments in this ASU also eliminate an exception provided to development stage entities in FASB ASC 810 for determining whether an entity is a variable interest entity (VIE) on the basis of the amount of investment equity that is at risk. The amendments in this ASU remove the definition of development stage entity from the FASB ASC Master Glossary, thereby removing the financial reporting distinction between development stage entities and other entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (i) present inception-to-date information on the statements of income, cash flows, and shareholder equity, (ii) label the financial statements as those of a development stage entity, (iii) disclose a description of the development stage activities in which the entity is engaged, (iv) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments also clarify that the guidance in FASB ASC 275, Risks and Uncertainties, is applicable to entities that have not yet commenced planned principal operations. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of FASB ASC 915 should be applied retrospectively, except for the clarification to FASB ASC 275, which should be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Earlier implementation is allowed for any period where the reporting entity’s annual or interim financial statements have not yet been made available for issuance. This accounting standard update is not expected to have a material impact on the Company’s consolidated financial statements.Advertising

~~In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”, which supersedes the revenue recognition requirements in ASC 605, “Revenue Recognition”.~~ The ~~core~~cost ~~principle~~ of ~~this~~advertising ~~updated guidance~~ is ~~that~~expensed anas ~~entity should recognize revenue to depict the transfer~~incurred. ofFor ~~promised goods or services to customers in an amount that reflects~~ the ~~consideration~~three tomonths ~~which~~ended ~~the~~March ~~entity expects to be entitled in exchange for those goods or services. The new rule also requires additional disclosure about the nature~~31, ~~amount,~~2015 ~~timing~~ and ~~uncertainty~~ ~~of revenue and cash flows arising from customer contracts~~2014, ~~including~~the ~~significant~~Company ~~judgments and changes in judgments and assets recognized from costs~~ incurred toadvertising ~~obtain~~expenses orof ~~fulfill~~nil aand ~~contract. This guidance is effective for annual reporting periods beginning after December 15~~$3, ~~2016~~183, ~~including interim periods within that reporting period~~respectively. Companies are permitted to adopt this new rule following either a full or modified retrospective approach. Early adoption is not permitted. The Company has not yet determined the potential impact of this updated authoritative guidance on its consolidated financial statements.

In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360), Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, which amends the requirements for reporting discontinued operations3. ~~Under~~RECENTLY ~~ASU~~ISSUED ~~2014-08,~~ACCOUNTING a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the component or group of components meets the criteria to be classified as held for sale or when the component or group of components is disposed of by sale or other than by sale. In addition, this ASU requires additional disclosures about both discontinued operations and the disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements. The guidance is effective for annual and interim periods beginning after December 15, 2014, with early adoption permitted. This accounting standard update is not expected to have a material impact on the Company’s consolidated financial statements.STANDARDS

FIn January 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") ASU 2015-901 – Income Statement – Extraordinary and Unusual Items (Subtopic 225-20). This ASU addressed the simplification of income statement presentation by eliminating the concept of extraordinary items. The objective of the Simplification Initiative is to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to the users of financial statements. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company does not expect a material impact on its consolidated statements of condition, results of operations, or cash flows.

~~AMARU~~In August 2014, ~~INC~~the FASB issued authoritative guidance that requires an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern and requires additional disclosures if certain criteria are met. ~~AND~~This ~~SUBSIDIARIES~~guidance is effective for fiscal periods ending after December 15, 2016, with early adoption permitted. This accounting standard update is not expected to have any impact on the Company’s consolidated financial statements.

~~NOTES~~In TOJune ~~CONSOLIDATED~~2014, ~~FINANCIAL~~FASB ~~STATEMENTS~~issued ASU No. 2014-12, “Accounting for Share-Based Payments When the terms of an award provide that a performance target could be achieved after the requisite service period.” ASU 2014-12 requires a reporting entity to treat a performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. It is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. This accounting standard update is not expected to have a material impact on the Company’s consolidated financial statements.

~~FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)~~F-12

4In May 2014, the FASB issued ASU No. ~~OTHER~~2014-09, “Revenue ~~CURRENT~~from ~~ASSETS~~Contracts with Customers,” which supersedes the revenue recognition requirements in ASC 605, “Revenue Recognition.” The core principle of this updated guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new rule also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The FASB has proposed deferring the effective date to annual reporting periods beginning after December 15, 2017. Companies are permitted to adopt this new rule utilizing either a full or modified retrospective approach. Early adoption is not permitted. The Company has not yet determined the potential impact of this updated authoritative guidance on its consolidated financial statements.

~~Other~~4. ~~current~~OTHER ~~assets~~CURRENT ~~consist of the following:~~ASSETS

	September 30, 2014		December 31, 2013
Prepayments	$	29,068	$	26,111
Deposits		21,482		35,685
Loan receivable		100,000		100,000
Staff Advance		99,744		18,978
Other receivables		3,163		2,892
	$	253,457	$	183,666

Other current assets consist of the following:

A $100,000 non-interest bearing loan that was made to a third party has been included in other receivables as of September 30, 2014 and December 31, 2013.

	March 31, 2015		December 31, 2014
	(Unaudited)

Prepayments	$	30,558	$	28,964
Deposits		38,683		39,246
Other receivables, net of $100,000 allowance at March 31, 2015 and December 31, 2014		2,965		3,065
	$	72,206	$	71,275

5A $100,000 non-interest bearing loan that was made to a third party has been included in other receivables as of March 31, 2015 and December 31, 2014. An allowance for the full ~~Fair~~amount ~~value~~has ~~measurementS~~been recorded due to the uncertainty of collection as of December 31, 2014.

FASB ASC 820, “Fair Value Measurement,” specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs)5. InPROPERTY ~~accordance~~AND ~~with ASC 820, the following summarizes the fair value hierarchy:~~EQUIPMENT

	Level 1 Inputs –	Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.
	Level 2 Inputs –	Inputs other than the quoted prices in active markets that are observable either directly or indirectly.
	Level 3 Inputs –	Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fair value measurements.

Property and equipment consist of the following:

ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurements. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. As of September 30, 2014 and December 31, 2013, none of the Company’s assets and liabilities were required to be reported at fair value on a recurring basis. Carrying values of non-derivative financial instruments, including cash, receivables, payables and accrued liabilities, approximate their fair values due to the short term nature of these financial instruments. There were no changes in methods or assumptions during the periods presented.

	March 31, 2015			December 31, 2014
	(Unaudited)

Office equipment	$	966,911		$	966,911
Motor vehicle		11,000			11,000
Furniture, fixture and fittings		87,078			87,078
Pony set-top boxes		843,946			843,946
		1,908,935			1,908,935
Accumulated depreciation		(1,883,575	)		(1,880,330	)
	$	25,360		$	28,605

6.Depreciation ~~PROPERTY~~expense ~~AND~~was ~~EQUIPMENT~~$3,245 and $879 for the three months ended March 31, 2015 and 2014, respectively.

~~Property~~6. ~~and~~FILM ~~equipment consist of the following:~~LIBRARY

	September 30, 2014			December 31, 2013
Office equipment	$	966,911		$	930,709
Motor vehicle		11,000			11,000
Furniture, fixture and fittings		87,081			89,960
Pony set-top boxes		843,946			843,946
		1,908,938			1,875,615
Less: Accumulated depreciation		(1,877,088	)		(1,872,677	)
	$	31,850		$	2,938

The valuation of the film library is as follows:

Depreciation expense was $3,405 and $2,254 for the three months ended September 30, 2014 and 2013, respectively, and $6,330 and $4,885 for the nine months ended September 30, 2014 and 2013, respectively.

	March 31, 2015			December 31, 2014

Acquired film library	$	23,686,731		$	23,686,731
Accumulated amortization		(4,520,325	)		(4,520,325	)
		19,166,406			19,166,406
Impairment of film library		(19,166,406	)		(19,166,406	)
Film library	$	–		$	–

~~F-10~~No amortization expense was incurred for the three months ended March 31, 2015 or 2014.

~~AMARU, INC. AND SUBSIDIARIES~~F-13

~~NOTES~~7. ~~TO CONSOLIDATED FINANCIAL STATEMENTS~~COMMITMENTS

~~FOR~~Operating ~~THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)~~Leases

7The Company leases office space on a month to month basis at a monthly rental of approximately $9,000 under operating leases. ~~FILM~~Total ~~LIBRARY~~rental expense on operating leases for the three months ended March 31, 2015 and 2014 was $26,808 and $28,351, respectively.

~~Film~~8. ~~library~~INCOME ~~consist of the following:~~TAXES

	September 30, 2014			December 31, 2013
Acquired film library	$	23,686,731		$	23,686,731
Accumulated amortization		(4,520,325	)		(4,520,325	)
		19,166,406			19,166,406
Impairment of film library		(19,166,406	)		(19,166,406	)
Film library	$	–		$	–

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

The ~~film~~Company ~~library~~had ~~was~~available approximately ~~fully~~$9,500,000 ~~impaired~~of unused U.S. net operating loss carry-forwards at March 31, 2015, that may be applied against future taxable income. These net operating loss carry-forwards expire for U.S. income tax purposes beginning in a2033. ~~prior~~There ~~year~~is no assurance the Company will realize the benefit of the net operating loss carry-forwards.

8.The ~~INTANGIBLE~~Company ~~ASSETS~~had approximately $5,300,000 in deferred tax assets as of March 31, 2015 and the Company provided a full valuation allowance as of March 31, 2015.

~~Intangible~~The Company requires a valuation allowance to be recorded when it is more likely than not that some or all of the deferred tax assets ~~consist~~will not be realized. As of March 31, 2015, the ~~following:~~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.

	September 30, 2014			December 31, 2013
Finite-lived intangible assets
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		(1,974,328	)		(1,974,328	)
		5,847,541			5,847,541
Impairment loss		(5,847,541	)		(5,847,541	)
	$	–		$	–

The Company had available approximately $12,100,000 of unused Singapore tax losses and capital allowance carry-forwards at March 31, 2015 and December 31, 2014, respectively, that may be applied against future Singapore taxable income indefinitely, provided the Company satisfies the shareholdings test for the carry-forward of tax losses and capital allowances.

~~These~~9. ~~intangible~~ACCOUNTS ~~assets~~PAYABLE ~~were~~AND ~~fully~~ACCRUED ~~impaired in a prior year.~~EXPENSES

~~F-11~~Accounts payable and accrued expenses consist of the following:

AMARU, INC. AND SUBSIDIARIES

	March 31, 2015		December 31, 2014
	(Unaudited)

Accounts payable	$	570,807	$	569,298
Accrued expenses		79,878		79,878
Interest payable on term loan		537,205		511,953
Payroll payable		166,929		139,832
Deposits and advance from customers		6,504		6,761
Professional fee payable		335,797		456,766
Other payable		169,781		–
	$	1,866,901	$	1,764,488

~~NOTES~~10. TOTERM ~~CONSOLIDATED FINANCIAL STATEMENTS~~LOAN

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)

	March 31, 2015		December 31, 2014
	(Unaudited)

Term loan	$	1,499,750	$	1,499,750
	$	1,499,750	$	1,499,750

9The convertible loan represented a two year convertible loan drawn down by a subsidiary Company, M2B World Asia Pacific Pte. ~~INVESTMENTS~~Ltd. -It ~~NET~~bears interest at a fixed rate of 5.0% per annum. The due date of this loan was July 7, 2010 and the convertible feature had been extended to June 29, 2012. This loan is currently in default. M2B World Asia Pacific Pte. Ltd. is negotiating to obtain a further extension on the loan. Interest expense was $25,251 and $24,022 for the three months ended March 31, 2015 and 2014, respectively.

~~Investments held at cost consist of the following:~~F-14

	September 30, 2014			December 31, 2013
Current:
Unquoted securities	$	–		$	–
Non-current:
Unquoted securities		2,802,613			2,802,613
Impairment on unquoted securities		(2,802,613	)		(2,802,613	)
	$	–		$	–

11. SUBSEQUENT EVENTS

~~The~~From February 10, 2015 to May 5, 2015, the Company's $2sold 1,~~802~~720,~~613~~000 ~~investment~~shares atof Series B Convertible Preferred Stock ("Preferred Stock") through a private placement ~~cost~~at ~~relates~~a topurchase price of $0.10 per share for a ~~casino~~total amount of $172,000, to "accredited investors", as that ~~operates~~term is defined in ~~Cambodia~~Regulation D of the Securities Act of 1933. ~~This~~Each ~~investment~~share of Series B Convertible Preferred Stock is ~~subject~~convertible into toten ~~numerous~~(10) ~~risks,~~shares ~~including:~~of common stock.

·The ~~difficulty~~shares ~~enforcing~~of ~~agreements~~the ~~through~~Company’s preferred stock in above private placement was issued and sold in reliance upon the ~~Cambodia's~~exemption ~~legal~~provided ~~system;~~by Section 4(a)(2) and/or Regulation D/Regulation S of the Securities Act of 1933. Appropriate investment representations were obtained and the securities were issued with restrictive legends.

·Management ~~general~~evaluated ~~economic~~all activity of the Company and ~~political~~concluded ~~conditions~~that inthere ~~Cambodia;~~were ~~and~~no other subsequent events to disclose.

~~· the Cambodian government may adopt regulations or take other actions that could directly or indirectly harm the investment's business and growth strategy.~~F-15

~~The~~ITEM ~~occurrence~~2. ~~of any one of the above risks could harm this investment~~MANAGEMENT'sS ~~business~~DISCUSSION ~~and~~AND ~~results~~ANALYSIS ofOF ~~operations.~~FINANCIAL ~~This~~CONDITION AND ~~investment~~RESULTS ~~was~~OF ~~fully impaired in a prior year.~~OPERATIONS

~~10.~~PRELIMINARY ~~COMMITMENTS~~NOTE REGARDING FORWARD-LOOKING STATEMENTS

~~Operating~~ALL ~~Leases~~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.

The Company leases one of its offices at a monthly rental of approximately $9,834 under an operating lease which expired on August 14, 2014. Total rental expense under operating leases for the three months ended September 30, 2014 and 2013 was $25,809 and $28,360, respectively, and for the nine months ended September 30, 2014 and 2013 was $80,981 and $86,484, respectively.General

11The Company is in the business of broadband entertainment-on-demand, streaming content via computers, Smart television sets, Smart Phones (3G and 4G), wireless mobile devices like iPads/tablets and Over-The-Top (OTT) devices. ~~INCOME~~Its ~~TAXES~~business includes channel and program sponsorship (advertising); online subscriptions, channel/portal development (digital programming services); mobile applications development, Smart TV/Connected TV applications development, content aggregation and syndication, broadband/IPTV consulting services, broadband and streaming services.

The ~~Company~~following ~~files~~discussion ~~separate~~should ~~tax~~be ~~returns~~ read in conjunction ~~Singapore~~with the financial statements and ~~the~~notes ~~United~~to ~~States~~the ofconsolidated ~~America~~financial statements.

~~The Company had approximately $5,200,000 in deferred tax assets as of September 30, 2014. The Company provided a full allowance of $5,200,000 as of September 30, 2014.~~OVERVIEW

The ~~Company~~business ~~had~~focus ~~available approximately $8,100,000~~ of ~~unused~~the ~~U.S.~~Company ~~net~~is ~~operating loss carry~~Entertainment-~~forwards at September 30, 2014, that may be applied against future taxable income.~~on-Demand ~~These~~and ~~net operating loss carry~~E-~~forwards~~Commerce ~~expire~~Channels ~~for~~on ~~U.S.~~Broadband, ~~income~~and ~~tax~~3G ~~purposes~~and ~~beginning~~4G ~~in 2033~~devices. ~~There is no assurance the Company will realize the benefit of the net operating loss carry-forwards.~~

~~The~~For ~~Company 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~~broadband, ~~2014,~~ the Company ~~maintained~~delivers aboth wire ~~full~~and ~~valuation~~wireless ~~allowance~~solutions, ~~for~~streaming ~~the~~via ~~U.S.~~computers, ~~deferred~~TV ~~tax~~sets, ~~asset~~PDAs ~~due~~and to3G ~~uncertainties~~and as4G ~~to the amount of the taxable income from U~~devices.~~S. operations that will be realized.~~

The Company's ~~had~~business ~~available~~model ~~approximately $11,900,000~~in the area of broadband ~~unused~~entertainment ~~Singapore~~includes ~~tax~~focuses ~~losses~~on ~~and~~e-services, ~~capital~~which ~~allowance~~would ~~carry-forwards~~provide atthe ~~September~~Company ~~30,~~with ~~2014,~~multiple ~~that~~streams ~~may~~of revenue. Such revenues would be ~~applied~~derived ~~against future~~from ~~Singapore~~advertising ~~taxable~~and ~~income~~branding ~~indefinitely~~(channel ~~provided~~and ~~the~~program ~~Company~~sponsorship); ~~satisfies~~on-line ~~the~~subscriptions; ~~shareholdings~~channel/portal development ~~test~~(digital ~~for~~programming ~~the~~services); ~~carry-forward~~content ofaggregation ~~tax~~and syndication; broadband consulting services; broadband hosting ~~losses~~and streaming services; and ~~capital~~on-line ~~allowances~~dealerships; and pay per view services.

~~F-12~~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.

~~AMARU,~~M2B ~~INC~~WORLD PTE. ~~AND SUBSIDIARIES~~LTD.

~~NOTES~~M2B TOWorld ~~CONSOLIDATED~~Pte. ~~FINANCIAL~~Ltd. ~~STATEMENTS~~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. As of March 31, 2015, this subsidiary is dormant.

~~FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)~~1

~~12.~~M2B ~~CONVERTIBLE~~WORLD, ~~TERM LOAN~~INC.

	September 30, 2014		December 31, 2013
Current:
Convertible loan	$	1,499,750	$	1,499,750
	$	1,499,750	$	1,499,750

M2B World, Inc., a California corporation, was incorporated on January 24, 2005. This subsidiary handled and oversaw the Company's business in the U.S in the past. The Company currently does not maintain an office space in the US. and currently has no operations.

~~The~~On ~~convertible~~May ~~loan~~27, ~~represents a two year convertible loan drawn down by a subsidiary company~~2005, M2B World, ~~Asia Pacific Pte~~Inc. ~~Ltd.~~entered Itinto an ~~bears~~agreement ~~interest~~with atIndie aVision ~~fixed~~Films, ~~rate of 5~~Inc.~~0% per~~, ~~annum.~~a ~~The~~California ~~loan~~corporation, ~~allowed the lender the option~~ to ~~convert~~purchase ~~the~~20% ~~loan into shares~~ of the ~~subsidiary~~beneficial ~~company~~ownership atof ~~the~~Indie ~~issue price~~Vision ofFilms, $0Inc.~~942~~ ~~per~~which ~~share~~provided atto ~~the~~M2B ~~end~~World, ~~of the two year period~~Inc. ~~The~~access ~~due~~the ~~date~~library of ~~the~~programs ~~loan~~of ~~was~~Indie ~~July~~Vision 7Films, ~~2010~~Inc. The ~~conversion~~Company ~~period~~entered ~~of the~~into ~~convertible loan was extended for~~ an ~~additional~~agreement ~~twelve~~on ~~months~~December ~~commencing July 8~~22, ~~2010~~2009 ~~and~~with ~~was~~Indie ~~further~~Vision ~~extended to June 29~~Films, ~~2012. M2B~~Inc ~~World Asia Pacific Pte. Ltd. is negotiating~~ to ~~obtain~~convert aits ~~further~~investment ~~extension~~into oncontent ~~the~~rights, ~~convertible~~thereby ~~loan.~~giving ~~The accrued interest was~~up ~~$24,629~~its ~~and~~20% ~~$23,430~~share ~~for~~of ~~the~~beneficial ~~three~~ownership ~~months~~in ~~ended~~lieu ~~September~~of ~~30,~~library ~~2014~~rights ~~and~~that ~~2013,~~the ~~respectively,~~Company ~~and~~could ~~$72,975~~exploit ~~and~~commercially ~~$72,318~~ for ~~the~~international ~~nine months ended September 30, 2014 and 2013, respectively~~use.

13M2B WORLD ASIA PACIFIC PTE. ~~CONTINGENCIES:~~LTD.

~~On October 16, 2013,~~ M2B World Asia Pacific Pte Ltd. ~~(“Plaintiff”),~~was aincorporated in ~~subsidiary of~~ the ~~Company,~~Republic ~~filed a civil claim against a director (“Defendant”)~~ of aSingapore ~~subsidiary of a company listed~~ on ~~the~~1 ~~Singapore~~August ~~Stock~~2006 ~~Exchange~~ for ~~repayment of US$1,000,000, representing a commission received in advance by~~ the ~~Defendant~~purposes ~~in exchange for procurement~~ of ahandling ~~significant~~all ~~advertising contract on~~ the ~~Plaintiff’s~~business ~~behalf.~~operations ~~On March 7, 2014, a judgment was rendered in favor~~ of the ~~Plaintiff~~Company in the ~~sum of~~Asia ~~US$1,000,000~~Pacific ~~plus~~region. ~~interest~~This atCompany ~~the~~had ~~rate~~taken ofover ~~5.33%~~the ~~per~~Asian ~~annum~~business ~~from~~operations ~~the~~as ~~date~~well ofas the ~~claim.~~assets Onand ~~April~~liabilities 7,of ~~2014,~~M2B ~~the~~World ~~Defendant filed~~Pte. anLtd. ~~appeal~~from toSeptember ~~the~~1, ~~highest court~~2006.

~~Since~~On ~~the~~January ~~ultimate~~3, ~~outcome~~2007, ofM2B ~~this~~World ~~matter~~Asia Pacific ~~cannot~~Pte beLtd, ~~determined~~issued at7,778,014 ~~this~~shares ~~time,~~of ~~the~~common ~~Company’s~~stock ~~consolidated~~through ~~financial~~a ~~statements~~private doplacement ~~not~~at ~~include~~a ~~any~~price ~~adjustments~~of ~~that~~$0.77 ~~might~~a share for a total amount of ~~result~~$6,000,000. ~~from~~This had effectively reduced the ~~future~~Company's ~~outcome~~effective ofequity ~~this~~interest ~~uncertainty~~in M2B World Asia Pacific Pte. Ltd from 100% to 81.6%.

14On July 8, 2008, M2B World Asia Pacific Pte Ltd signed a two year convertible loan agreement with a third party for $2,500,000 in funding. ~~SUBSEQUENT~~Prior ~~EVENTS~~to 2014, the Company made repayments bringing the balance to $1,499,750. The convertible loan represented a two year convertible loan drawn by this subsidiary. It bears interest at a fixed rate of 5.0% per annum. The loan allowed 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 year period. The loan bears an interest rate of 5.0% per annum, and will mature in July 7, 2010. The note was obtained from a company in which a board member is the Joint Company Secretary of the lender. The conversion period of the convertible loan was extended for an additional twelve months commencing July 8, 2010 and was further extended to November 30, 2011. The loan was further granted extension to June 29, 2012 and an extension of the due date is being negotiated. This loan is currently in default.

AsM2B ofCOMMERCE October 16, 2014, the Company sold a total of 1,880,000 shares of preferred stock through a private placement of shares of Series B Convertible Preferred Stock at a purchase price of $0.10 per share for a total of $188,000, to an "accredited investor", as that term is defined in Regulation D of the Securities Act of 1933. Each share of Series B Convertible Preferred Stock is convertible into ten (10) shares of the Company’s common stock.LIMITED

~~Management~~M2B ~~evaluated~~Commerce ~~all~~Limited, ~~activity~~a ofcompany ~~the~~incorporated ~~Company~~in ~~through~~the ~~October~~British ~~31,~~Virgin ~~2014~~Islands ~~and~~on ~~concluded~~July ~~that~~25, ~~there~~2002, ~~were~~focused noon ~~other~~e-commerce ~~subsequent~~and ~~events~~digit togaming ~~adjust~~and ~~for~~had ora ~~disclose~~branch in ~~the~~Cambodia ~~financial~~that oversaw ~~statement~~the digit gaming operation in Cambodia.

~~F-13~~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. At this time, the Company believes that the suspension of the digit game is permanent as the Government of Cambodia has closed the gaming business by the order of its Ministry of Economy and Finance.

~~ITEM~~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 operates an integrated resort in the Kingdom of Cambodia. The resort features a hotel, guest house, shopping arcade, entertainment and amusement center and some gaming tables. The resort was completed and commenced operations in 2006. As of December 31, 2011, the company had invested $2:,802,613 ~~MANAGEMENT'S~~in ~~DISCUSSION~~relation ~~AND~~to ~~ANALYSIS~~this OFinvestment. ~~FINANCIAL~~This ~~CONDITION~~investment ~~AND~~had ~~RESULTS~~been OFfully ~~OPERATIONS~~impaired as of March 31, 2014. This investment had been written off as of December 31, 2014.

~~PRELIMINARY~~M2B ~~NOTE~~AUSTRALIA ~~REGARDING~~PTY ~~FORWARD-LOOKING STATEMENTS~~LTD

~~ALL~~M2B ~~FORWARD-LOOKING~~Australia ~~STATEMENTS~~Pty ~~CONTAINED~~Ltd ~~HEREIN ARE~~was ~~DEEMED~~incorporated BYon ~~THE COMPANY TO BE COVERED BY AND TO QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY THE PRIVATE SECURITIES LITIGATION~~June 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 OPERATIONS15, ~~INCLUDING PLANS~~2005 ~~AND~~to ~~OBJECTIVES~~handle ~~RELATING~~and TOoversee ~~THE~~the ~~PRODUCTS~~Company's ~~AND~~business ~~THE~~in ~~FUTURE ECONOMIC PERFORMANCE OF THE COMPANY~~Australia. ~~ASSUMPTIONS~~As ~~RELATING~~of TOMarch ~~THE FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO~~31, ~~AMONG OTHER THINGS~~2015, ~~FUTURE~~this ~~ECONOMIC,~~subsidiary ~~COMPETITIVE~~is 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 COMPANYdormant. 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~~AMARU HOLDINGS LIMITED AND M2B WORLD HOLDINGS LIMITED

~~The~~Amaru ~~Company~~Holdings isLimited and M2B World Holdings Limited were incorporated in the ~~business~~British ofVirgin ~~broadband entertainment-~~Islands on~~-demand~~ February 21, ~~streaming~~2005 ~~via~~and ~~computers~~June 15, ~~television sets~~2006, ~~and~~respectively. 3GAmaru ~~(Third~~Holdings ~~Generation)~~Limited focuses ~~devices~~on content syndication and ~~the~~distribution ~~provision~~in ofareas ~~broadband services.~~other ~~Its~~than ~~business~~Asia ~~includes~~Pacific ~~channel~~region. ~~and~~M2B ~~program~~World ~~sponsorship~~Holdings ~~(advertising~~Limited ~~and~~focuses ~~branding);~~on content ~~online~~syndication ~~subscriptions,~~and ~~channel/portal development~~distribution ~~(digital~~in ~~programming~~the ~~services);~~Asia ~~content~~Pacific ~~aggregation~~region and ~~syndication,~~is ~~broadband~~a ~~consulting~~subsidiary ~~services,~~of ~~broadband~~M2B ~~hosting and~~World ~~streaming~~Asia ~~services~~Pacific ~~and~~Pte. ~~E-commerce~~Ltd.

~~The~~TREMAX ~~following~~INTERNATIONAL ~~discussion~~LIMITED ~~should~~AND beM2B ~~read in~~WORLD ~~conjunction~~TRAVEL ~~with the financial statements and notes to financial statements.~~LIMITED

~~OVERVIEW~~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.

~~The business focus of the Company is on Entertainment-on-Demand and E-Commerce Channels on Broadband, and 3G (Third Generation) devices.~~2

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

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; channel/portal development (digital programming services); content aggregation and syndication; broadband consulting services; broadband hosting and streaming services; on-line dealerships; and pay- per -view services.REVENUE

InFinancial ~~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.~~Statement

~~M2B~~• ~~WORLD~~Revenue ~~PTE.~~for ~~LTD~~the three months ended March 31, 2015 was $8,717 compared with $7,801 for the same period in 2014.

~~M2B~~• ~~World~~The ~~Pte.~~Company's ~~Ltd.~~cash balance was ~~incorporated~~$19,504 onat ~~April 3~~March 31, ~~2003.~~2015 ~~This~~compared ~~subsidiary~~with is$24,413 ~~currently~~at ~~inactive~~December 31, 2014.

1Revenue

~~M2B~~Revenue ~~WORLD~~for the three months ended March 31, 2015 ~~INC~~was $8,717 compared to $7,801 for the three months ended March 31, 2014.

~~M2B~~Cost ~~World,~~of 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 currently does not maintain an office in the US.Services

OnCost ~~May~~of ~~27,~~services ~~2005,~~for ~~M2B~~the ~~World,~~three ~~Inc.~~months ~~entered into~~ended anMarch ~~agreement with Indie Vision Films~~31, ~~Inc.,~~2015 awas ~~California corporation~~$23,397 ~~to purchase 20% of the beneficial ownership of Indie Vision Films, Inc.~~ which ~~provided~~decreased ~~M2B~~from ~~World~~$32,772 ~~Inc.~~for ~~access to~~ the ~~library~~three ofmonths ~~programs~~ended ofMarch ~~Indie Vision Films~~31, ~~Inc~~2014. The ~~Company~~decrease ~~entered~~was ~~into an~~mainly ~~agreement on December 22, 2009 with Indie Vision Films, Inc.~~ due to ~~convert~~cost ~~its~~spending ~~investment~~on ~~into~~web ~~content~~video ~~rights,~~movies ~~thereby~~and ~~giving~~other ~~up its~~related ~~20%~~production ~~share~~costs ofduring ~~beneficial ownership in lieu of library rights that~~ the ~~Company~~three ~~could~~months ~~exploit~~ended ~~commercially~~March ~~for~~31, ~~international use~~2015.

~~M2B~~DISTRIBUTION ~~WORLD ASIA PACIFIC PTE. LTD.~~EXPENSES

~~M2B~~Distribution ~~World~~expenses ~~Asia~~for ~~Pacific~~the ~~Pte.~~three ~~Ltd. was incorporated~~months inended ~~the~~March ~~Republic~~31, of2015 ~~Singapore~~were on$5,355 ~~August~~compared 1to $14,519 ~~2006~~incurred for the ~~purposes~~three ofmonths ~~handling~~ended ~~all~~March ~~the business operations of the Company in the Asia Pacific region commencing September 1~~31, ~~2006~~2014.

OnThe ~~January~~lower 3,distribution ~~2007,~~expenses ~~M2B~~were ~~World~~due ~~Asia Pacific~~to ~~Pte.~~decreased ~~Ltd,~~spending ~~issued~~on ~~7,778,014~~transportation ~~shares~~expenses ofduring ~~common~~the ~~stock~~three ~~through~~months aended ~~private~~March ~~placement at a price of $0.77 a share for $6~~31,~~000,000.~~ ~~This reduced the Company's effective equity interest in M2B World Asia Pacific Pte~~2015. ~~Ltd. from 100% to 81.6%.~~

OnGENERAL ~~July~~AND 8,ADMINISTRATIVE 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 allowed 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 year period. The loan with interest at 5.0% per annum, was to mature on July 7, 2010. The note was obtained from a company in which a director of the Company is the Joint Company Secretary of the lender. The conversion period of the convertible loan was extended to November 30, 2011. Repayments have been made on the loan and an extension of the due date is currently being negotiated.EXPENSES

~~M2B~~General ~~COMMERCE~~and ~~LIMITED~~administrative expenses for the three months ended March 31, 2015 were $185,765 as compared to $176,176 for the three months ended March 31, 2014.

~~M2B~~The ~~Commerce~~increase ~~Limited,~~in ageneral ~~company~~and ~~incorporated~~administrative inexpenses for the ~~British~~period ~~Virgin~~ended ~~Islands~~March ~~on July 25~~31, ~~2002,~~2015 ~~and~~ was toattributed ~~focus~~mainly onto ~~e-commerce~~the ~~and~~increase ~~digital gaming, with a branch~~ in ~~Cambodia~~staff ~~that oversaw~~costs for the ~~digital~~period ~~gaming~~ended ~~operation~~March ~~in Cambodia~~31, 2015.

~~The~~(LOSS) ~~Company~~FROM entered into an agreement with Allsports Limited, a British Virgin Islands company to operate, administer, and manage the lottery digital game activities in Cambodia, as an extension of the Company's entertainment operations. On March 25, 2009, the Company was notified that digital games were suspended by the Cambodia Government as part of the suspension of all lotteries in Cambodia. At this time, the Company believes that the suspension of digital games is permanent as the Government of Cambodia has closed the gaming business by the order of its Ministry of Economy and Finance.OPERATIONS

The ~~company~~Company ~~had~~incurred ~~entered~~a ~~into~~loss anfrom ~~investment~~operations ~~agreement~~of ~~on January 12~~$205,800 ~~2006,~~for ~~with Khoo Kim Leng,~~ the ~~beneficial~~three ~~owner~~months ofended ~~Dai~~March ~~Long Co.~~31, ~~Ltd,~~2015 ~~which~~as ~~holds~~compared ~~a valid casino license and freehold land~~ to ~~develop~~the ~~and~~loss ~~operate~~from anoperations ~~integrated resort in the Kingdom~~ of ~~Cambodia. The resort features a hotel~~$215,666 ~~guest~~for ~~house, shopping~~the ~~arcade,~~three ~~entertainment and amusement center and some gaming tables. The resort was completed and has been in operation~~months ~~since~~ended ~~2006.~~March ~~As of December~~ 31, ~~2011,~~2014 ~~the~~mainly ~~Company~~due ~~had~~to ~~invested~~decrease ~~$2,802,613~~in ~~which~~distribution ~~was fully impaired as of December 31, 2014~~costs.

~~M2B~~NET ~~AUSTRALIA~~LOSS ~~PTY~~BEFORE ~~LTD~~NON-CONTROLLING INTERESTS

~~M2B~~Net ~~Australia~~loss ~~Pty~~before ~~Ltd~~non-controlling interesets for the three months ended March 31, 2015, was ~~incorporated~~$155,721 onwhich ~~June 15~~decreased by $58,107 ~~2005.~~(27%) ~~This~~from ~~subsidiary~~net loss of $213,828 for the three months ended March 31, 2014, it was mainly due to ~~handle~~the decrease in cost of services and ~~oversee~~distribution costs for the ~~Company's~~three ~~business~~months ended inMarch ~~Australia.~~31, ~~This~~2015, ~~subsidiary~~income ishad ~~dormant~~increased by $49,470 (191%) from $25,860 for the three months ended March 31, 2014 to $75,330 for the three months ended March 31, 2015.

~~AMARU~~LIQUIDITY ~~HOLDINGS LIMITED~~ AND ~~M2B~~CAPITAL ~~WORLD HOLDINGS LIMITED~~RESOURCES

~~Amaru~~The ~~Holdings~~Company ~~Limited~~had ~~and~~cash ~~M2B~~at ~~World Holdings Limited were incorporated in the British Virgin Islands on February 21~~$19,504 ~~2005~~at ~~and~~March ~~June 15~~31, ~~2006, respectively. Amaru Holdings Limited~~ ~~focuses~~2015 onas ~~content~~compared ~~syndication~~to ~~and~~cash ~~distribution in areas other than the Asia Pacific region. M2B World Holdings Limited focuses on content syndication and distribution in the Asia Pacific region and is a subsidiary~~ of ~~M2B~~$24,413 ~~World~~at ~~Asia~~December ~~Pacific~~31, ~~Pte~~2014. ~~Ltd.~~

~~TREMAX~~Our ~~INTERNATIONAL~~operations ~~LIMITED~~have ~~AND~~been ~~M2B~~financed ~~WORLD~~by the proceeds ~~TRAVEL~~from ~~LIMITED~~its private placements of shares.

~~Tremax~~During ~~International~~the ~~Limited~~three ~~and~~months ~~M2B~~ended ~~World~~March 31, 2015, ~~Travel~~the ~~Limited~~Company ~~were~~had ~~both~~not ~~incorporated~~entered ininto ~~the~~any ~~British~~transactions ~~Virgin~~using ~~Islands~~derivative onfinancial ~~June~~instruments 8,or ~~2006~~derivative ~~and~~commodity ~~May~~instruments. 3,Accordingly the ~~2005~~Company ~~respectively.~~believes ~~Both~~its ~~companies are~~exposure ~~dormant~~to market interest rate risk is not material.

2Cash generated from operations will not be able to cover the Company's intended growth and expansion. The Company has plans in 2015 to expand its broadband coverage by launching new broadband sites in Asia Pacific region and Australia. No assurances can be made that such plans will be carried out in a timely manner.

~~RESULTS OF OPERATION~~3

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

~~Revenue~~ITEM ~~from~~3: ~~entertainment~~QUANTITATIVE ~~services~~AND ~~for~~QUALITATIVE ~~the three~~DISCLOSURES ~~months~~ABOUT ~~ended~~MARKET ~~September 30, 2014 was $8,023 as compared to $6,800 for the three months ended September 30, 2013.~~RISK

~~Revenue~~The ~~from~~Company ~~entertainment~~does ~~services~~not ~~for~~believe ~~the nine~~that ~~months~~it ~~ended~~faces material ~~September~~market ~~30,~~risk ~~2014~~with ~~was~~respect ~~$22,829 as compared~~ to ~~$20,750~~its ~~for~~cash ~~the~~and ~~nine~~cash ~~months~~equivalents ~~ended~~which ~~September~~totaled 30$19,504 ~~2013.~~and ~~The~~$24,413 ~~increase was~~at ~~mainly~~March ~~due~~31, to2015 ~~an increase in content distribution~~ and ~~licensing revenue from new customers for the nine months ended September~~December 3031, 2014, respectively.

~~Cost~~The Company has no other material long-term obligations or hedging activities other than the term loan with an outstanding balance of ~~Services~~$1,499,750 as of March 31, 2015. The term loan represents a two year convertible loan drawn down by a subsidiary company, M2B World Asia Pacific Pte. Ltd.. It bears interest at a fixed rate of 5.0% per annum. The loan allowed the lender 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 year period. The due date of the loan was July 7, 2010. The conversion period of the convertible loan was extended for an additional twelve months commencing July 8, 2010 and was further extended to June 29, 2012. M2B World Asia Pacific Pte. Ltd. is negotiating to obtain a further extension on the loan. This loan is currently in default.

~~Cost~~ABILITY ofTO ~~services~~EXPAND ~~for~~CUSTOMER ~~the three months ended September 30, 2014 was $30,411 which decreased by $2,319 (7%) from $32,730 for the three months ended September 30, 2013.~~BASE

~~Cost~~The ofCompany's ~~services~~future ~~for~~operating ~~the~~results ~~nine months ended~~depend ~~September~~on ~~30,~~our ~~2014~~ability ~~was~~to ~~$119,092~~expand ~~which~~our ~~increased~~customer bybase ~~$25,475~~for ~~(27%)~~broadband ~~from~~services ~~$93,617~~and ~~for~~e-commerce ~~the~~portals. ~~nine~~An ~~months~~increase ~~ended~~in ~~September~~total ~~30,~~revenue ~~2013. It~~depends ~~was~~on ~~mainly~~our ~~due~~ability to increase inthe ~~spending~~number onof ~~other~~broadband ~~related~~and ~~production~~e-commerce ~~costs by $44~~portals,~~042~~ ~~(158%)~~principally tofocusing ~~$71,867~~on ~~for~~Asia. ~~the~~The ~~nine~~degree ~~months~~of ~~ended~~success ~~September~~of ~~30,~~this ~~2014~~depends ~~from $27,825 for the nine months ended September 30, 2013.~~on

~~DISTRIBUTION~~• ~~EXPENSES~~our efforts to establish independent broadband sites in countries where conditions are suitable and attract paying users.

~~Distribution~~• ~~expenses~~our ~~for~~ability ~~the~~to ~~nine~~expand ~~months~~our ~~ended September~~offerings ~~30,~~of ~~2014~~content atin ~~$83,985~~entertainment ~~were~~and ~~higher by $63~~education,~~486~~ ~~(310%) as compared~~ to ~~the~~include ~~amount~~more ofniche ~~$20,499~~channels ~~incurred~~and ~~for the nine months ended September 30, 2013~~offerings.

~~The~~• ~~higher~~our ~~distribution~~ability ~~expenses were attributed~~ to ~~increase~~provide ~~spending~~content onnot ~~advertising~~only ~~and~~to ~~marketing~~personal ~~costs~~computers ~~which~~but ~~increased by $46,016 (960%)~~ to ~~$50,807~~encompass ~~for the nine months ended September 30~~television, ~~2014~~wireless ~~from~~application ~~$4,791~~devices ~~for~~and ~~the~~3G ~~nine~~and ~~months~~4G ~~ended~~mobile ~~September 30, 2013~~devices.

~~BAD~~ABILITY ~~DEBTS~~TO ~~WRITTEN~~ACQUIRE ~~OFF~~NEW MEDIA CONTENT

The ~~bad~~continued ~~debts~~ability ~~written~~of ~~off for~~ the ~~three~~Company ~~months~~to acquire ~~and~~rights ~~nine~~to ~~months~~new ~~ended~~media ~~September 30~~content, ~~2013~~at ~~were~~competitive ~~primarily~~rates, ~~attributed~~is crucial to ~~the~~grow ~~write off of the long outstanding balance of $0~~ and ~~$88,700 from~~maintain ~~previous accounts receivable and other current assets. There were no bad debts written off for~~ the ~~three~~Company's ~~months ended and nine months ended September 30, 2014~~business.

~~GENERAL~~AVAILABILITY ~~AND~~OF ~~ADMINISTRATIVE~~TECHNOLOGICALLY ~~EXPENSES~~RELIABLE NEW GENERATION OF BROADBAND DEVICES

~~Administration~~The ~~expenses~~growth ~~for~~of ~~the~~demand ~~nine~~for ~~months~~broadband services ~~ended~~is ~~September~~dependent ~~30,~~on ~~2014~~the ~~were~~wide ~~$720,015~~availability ~~an increase~~ of ~~$102,819~~technologically ~~(17%)~~reliable asnew ~~compared~~generation toof ~~$617~~broadband devices,~~196~~ ~~incurred~~at ~~for~~affordable ~~the~~prices ~~nine~~to prospective ~~months~~customers ~~ended September~~of ~~30,~~broadband ~~2013~~services. ~~Administration~~The ~~expenses~~early ~~for~~and ~~the~~widespread ~~three~~availability ~~months~~and ~~ended~~market ~~September~~adoption ~~30,~~of ~~2014~~new ~~were~~generation ~~$256~~broadband devices,~~736~~ anwill ~~increase~~significantly ofimpact ~~$37,500 (17%)~~demand asfor ~~compared~~broadband toservices ~~$219,236~~and ~~incurred for~~ the ~~three~~growth ~~months~~of ~~ended~~the ~~September~~Company's ~~30, 2013~~business.

~~The~~CAPITAL ~~increase~~INVESTMENT inIN ~~administrative~~BROADBAND ~~expenses for~~INFRASTRUCTURE ~~the~~BY ~~period~~GOVERNMENT ~~ended~~AND ~~September 30, 2014 was attributed mainly to the increase in:~~TELCOS

·The ~~Total~~growth ~~staff~~of ~~costs~~demand ~~increased~~for broadband services is dependent on the capital investment in broadband infrastructure by ~~$120,742~~governments ~~(47%),~~and toTelcos. ~~$377,148~~A ~~for~~significant ~~the~~source ~~nine~~of ~~months~~demand ~~ended~~for the ~~September~~Company's ~~30,~~broadband ~~2014~~services could be from ~~$256,406~~homes ~~for~~and ~~the~~enterprises ~~period~~with ~~ended~~access ~~September~~to ~~30,~~high-speed ~~2013~~broadband connections. ~~Total~~The ~~staff~~ability of ~~costs~~countries ~~increased~~to byinvest ~~$46,349~~in ~~(23%),~~public broadband infrastructure to ~~$248,179~~offer ~~for~~public ~~the~~accessibility ~~three~~is ~~months~~subject ~~ended~~to ~~September~~countries' 30economic health, political ~~2014~~and ~~from~~social ~~$201,830~~status. The Company's prospects for business growth in Asia especially would be impacted by overall economic conditions in the ~~period~~territories ~~ended~~that ~~September~~we ~~30,~~seek ~~2013~~to expand into.

·COMPETITION ~~Legal~~FROM ~~and~~BROADBAND ~~professional~~CABLE ~~expenses~~AND ~~increased~~TV by $34,499 (32%), to $143,607 for the nine months ended September 30, 2014 from $109,108 for the nine months ended September 30, 2013. Legal and professional expenses decreased by $12,993 (22%), to $46,710 for the three months ended September 30, 2014 from $59,703 for the three months ended September 30, 2013.NETWORKS OPERATORS

~~LOSS~~The ~~FROM~~competition ~~OPERATIONS~~of our services is provided by broadband cable network operators and TV networks. As traditional TV networks and cable TV operators provide an 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 cable and wireless networks, at competitive rates.

The Company's ~~incurred~~business ais ~~loss~~reliant ~~from~~on ~~operations~~complex ofinformation ~~$900,267~~technology ~~for~~systems ~~the~~and ~~nine~~networks. ~~months~~Any ~~ended~~significant ~~September~~system ~~30,~~or ~~2014~~network asdisruption ~~compared~~could tohave ~~the~~a ~~loss~~material ~~from~~adverse impact on our operations and operating results. The Company's nature of ~~$799,262~~business ~~for~~is highly dependent on the ~~nine~~efficient ~~months~~and uninterrupted ~~ended~~operation ~~September~~of ~~30,~~complex ~~2013~~information ~~mainly~~technology ~~due~~systems tonetworks, ~~increase~~may inthey, ~~distribution~~either ~~costs~~be ~~and~~that ~~general~~of ~~and~~ours, ~~administrative~~or ~~expenses~~our Telco/ ISP partners.

~~NET LOSS BEFORE NON-CONTROLLING INTERESTS~~4

~~Net~~All ~~loss~~information ~~before~~technology ~~non-controlling~~systems ~~interest~~are ~~for~~potentially ~~the~~vulnerable ~~nine~~to ~~months~~damage ~~ended~~or ~~September~~interruption ~~30, 2014, was $892,161 an increase of $38,308 (4%)~~ from ~~the~~a ~~net~~variety ~~loss~~ of ~~$853~~sources,~~853~~ ~~for~~including ~~the~~but ~~nine~~not ~~months ended~~limited ~~September 30, 2013. It was mainly due~~ to acomputer ~~decrease in other income of $23~~viruses,~~875~~ ~~(23%)~~security ~~to 82~~breaches,~~039 for nine months ended September~~ ~~30,~~energy ~~2014 from $105~~blackouts,~~914~~ ~~for~~natural ~~the~~disasters ~~nine~~and ~~months~~terrorism, ~~ended~~war ~~September~~and ~~30,~~telecommunication ~~2013~~failures.

3System 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.

~~LIQUIDITY~~LAW AND ~~CAPITAL~~REGULATIONS ~~RESOURCES~~GOVERNING INTERNET

~~The~~Increased ~~Company~~regulation ~~had~~of ~~cash~~the Internet or differing application of ~~$37~~existing laws might slow the growth of the use of the Internet and online services,~~725~~ atwhich ~~September~~could decrease demand ~~30,~~for ~~2014~~our asservices. ~~compared~~The toadded ~~cash~~complexity of ~~$33,338~~the atlaw ~~December~~may ~~31,~~lead ~~2013~~to higher compliance costs resulting in higher costs of doing business.

~~The~~UNAUTHORIZED ~~Company~~USE ~~does~~OF ~~not~~PROPRIETARY ~~finance its operations through short-term bank credit or long-term bank loans. Its operations were financed by the proceeds from its private placement of preferred shares.~~RIGHTS

~~During~~Our ~~the~~copyrights, ~~nine~~patents, ~~months~~trademarks, ~~ended~~including our ~~September~~proprietary ~~30,~~rights to certain domain names are very important to M2B's brand and success. While we make every effort to protect ~~2014~~and stop unauthorized use of our proprietary rights, it may still be possible for third parties to obtain and use the ~~Company~~intellectual property ~~had~~without ~~not~~authorization. ~~entered~~The ~~into~~validity, ~~any~~enforceability ~~transactions~~and ~~using~~scope ~~derivative~~of ~~financial~~protection ~~instruments~~of orintellectual ~~derivative~~property ~~commodity~~in ~~instruments~~Internet-related industries remain uncertain and still evolving. Litigation may be necessary in the future to enforce these intellectual property ~~Accordingly~~rights. This will result in substantial costs and diversion of the Company's ~~believes~~resources ~~its~~and ~~exposure~~could todisrupt ~~market~~its ~~interest~~business, ~~rate~~as ~~risk~~well as ishave ~~not~~a material adverse effect on its business.

~~Cash~~LAW ~~generated~~AND ~~from~~REGULATIONS ~~operations~~GOVERNING will not be able to cover the Company's intended growth and expansion plans. The Company has plans for the remainder of 2014 to expand its broadband coverage by launching new broadband sites in the Asia Pacific region and Australia. No assurances can be made that such plans will be carried out in a timely manner.BUSINESS

~~The~~As the Company ~~intends~~expands ~~to raise additional funds through equity or debt financing, to fund~~ its business ~~expansion;~~internationally across ~~however~~different nogeographical ~~assurances~~locations ~~can~~there beare ~~made~~risks ~~that~~inherent ~~the Company will raise sufficient funds as planned.~~including:

~~ITEM~~1) 3:Trade ~~QUANTITATIVE~~barriers ~~AND~~and ~~QUALITATIVE~~changes ~~DISCLOSURES~~in ~~ABOUT~~trade ~~MARKET RISK~~regulations

~~The~~2) ~~primary~~Local ~~objective~~labor oflaws 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 nil in marketable securities as of September 30, 2014 and December 31, 2013 respectively.regulations

~~The~~3) ~~Company~~Currency ~~does~~exchange ~~not~~rate ~~believe that it faces material market risk with respect to its cash which totaled $37,725 and $33,338 at September 30, 2014 and December 31, 2013, respectively.~~fluctuations

~~The~~4) ~~Company~~Political, ~~has~~social ~~no other material long-term obligations~~ or ~~hedging~~economic activities other than the convertible term loan with an outstanding balance of $1,499,750 as of September 30, 2014. The convertible loan represents a two year convertible loan drawn down by a subsidiary company, M2B World Asia Pacific Pte. Ltd.. It bears interest at a fixed rate of 5.0% per annum. The loan allowed the lender 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 year period. The due date of the loan was July 7, 2010. The conversion period of the convertible loan was extended to June 29, 2012. M2B World Asia Pacific Pte. Ltd. is negotiating to obtain a further extension on the convertible loan.unrest

~~ABILITY~~5) TOPotential ~~EXPAND~~adverse ~~CUSTOMER~~tax ~~BASE~~regulation

~~The~~6) ~~Company's~~Changes ~~future operating results depend on our ability to expand our customer base for broadband services and e-commerce portals. An increase~~ in ~~total~~governmental ~~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~~regulations

·OUTBREAK ~~our~~OF ~~efforts~~N1H1 toVIRUS ~~establish~~FLU ~~independent~~PANDEMIC ~~broadband~~OR ~~sites~~SIMILAR inPUBLIC ~~countries~~HEALTH ~~where conditions are suitable.~~DEVELOPMENTS

·Any ~~our~~future ~~ability~~outbreak toof ~~expand~~the ~~our~~N1H1 ~~offerings~~flu ofpandemic or ~~content~~similar inadverse ~~entertainment~~public ~~and~~health ~~education,~~developments tomay ~~include~~have ~~more~~a ~~niche~~material ~~channels~~adverse effect on the Company's business operations, financial condition and ~~offerings~~results of operations.

·ITEM ~~our~~4: ~~ability~~CONTROLS toAND ~~provide content beyond just personal computers but to encompass television, wireless application devices and 3G hand phones.~~PROCEDURES

~~ABILITY~~Evaluation TOof ~~ACQUIRE~~Disclosure Controls ~~NEW~~and ~~MEDIA CONTENT~~Procedures

~~The~~A ~~continued~~system ~~ability~~of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-l5(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 ~~acquire~~disclose in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within ~~rights~~the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to ~~new~~the ~~media~~Company's management, ~~content~~including the Chief Executive Officer and Chief Financial Officer, atas ~~competitive~~appropriate ~~rates~~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 ~~crucial~~required to ~~grow~~use its judgment in evaluating the cost-benefit relationship of possible controls and ~~sustain~~procedures. In addition, the ~~Company's~~design ~~business~~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.

4The Company's Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for the Company, and have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of the end of the period covered by this report, based on their evaluation of these controls and procedures required by paragraph (b) of Rules 13a-15(f) and 15d-15(f), due to certain material weaknesses in our internal control over financial reporting as discussed below.

~~AVAILABILITY OF TECHNOLOGICALLY RELIABLE NEW GENERATION OF BROADBAND DEVICES~~5

~~The~~Internal ~~growth~~Control ofOver ~~demand~~Financial 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.Reporting

~~CAPITAL~~The ~~INVESTMENT~~Company’s INmanagement ~~BROADBAND~~is ~~INFRASTRUCTURE~~responsible BYfor ~~GOVERNMENT~~establishing ~~AND~~and ~~TELCOS~~maintaining adequate internal controls over financial reporting for the Company. Due to limited resources, Management conducted an evaluation of internal controls based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The results of this evaluation determined that our internal control over financial reporting was ineffective as of March 31, 2015, due to material weaknesses. A material weakness in internal control over financial reporting is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.

~~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'~~Management’s ~~broadband~~assessment ~~services~~identified ~~could be from homes and enterprises with access to high-speed broadband connections. The ability of countries to invest in public broadband infrastructures to offer public accessibility is subject to~~ the ~~countries' economic~~ ~~health.~~following ~~The~~material ~~Company's~~weaknesses ~~prospects for business growth especially~~ in ~~Asia~~internal ~~would~~control beover ~~impacted~~financial ~~by overall economic conditions in the territories that we seek to expand into.~~reporting:

~~COMPETITION~~· ~~FROM~~The ~~BROADBAND~~small ~~CABLE~~size ~~AND~~of TVour ~~NETWORKS OPERATORS~~Company limits our ability to achieve the desired level of separation of internal controls and financial reporting. We do not have a separate CEO and CFO, to review and oversee the financial policies and procedures of the Company, which does achieve a degree of separation. Until such time as the Company is able to hire a separate CFO, we do not believe we meet the full requirement for separation. · We do not have a functional audit committee since our Board of Directors acts as the audit committee. · We have not achieved the desired level of documentation of our internal controls and procedures. When the Company obtains sufficient funding, this documentation will be strengthened through utilizing a third party consulting firm to assist management with its internal control documentation and further help to limit the possibility of any lapse in controls occurring.

~~The competition of services provided by broadband cable network operators and TV networks.~~ As ~~traditional~~a TVresult ~~networks~~of ~~and~~the ~~cable~~material TVweaknesses ~~operators~~in ~~provide~~internal control anover ~~alternate~~financial ~~supply~~reporting ofdescribed ~~entertainment and on-demand broadband services~~above, ~~they~~the ~~are~~Company’s inmanagement ~~competition~~has ~~with~~concluded ~~the Company~~that, ~~for~~as ~~market~~of ~~share.~~March ~~The Company~~31, ~~nevertheless~~2015, ~~will continue~~the toCompany's ~~leverage~~internal oncontrol ~~its~~over ~~advantage~~financial ofreporting ~~ownership~~was ~~rights~~not toeffective ~~its~~based ~~own~~on ~~portfolio~~the ofcriteria ~~media~~in ~~content~~Internal ~~and~~Control ~~its~~- ~~ability~~Integrated ~~to provide broadband services~~Framework ~~over~~issued ~~both~~by the ~~cable and wireless networks, at competitive rates~~COSO.

~~The~~To date, the Company's ~~business~~has isnot ~~reliant~~been onable ~~complex~~to create ~~information~~an ~~technology~~Audit ~~systems~~Committee due its limited financial resources and ~~networks~~lack of independent directors. ~~Any~~When ~~significant~~the ~~system~~Company orobtains ~~network~~sufficient ~~disruption~~funding, Management ~~could~~intends ~~have~~to acreate ~~material~~and ~~adverse~~appoint ~~impact on~~members ~~our~~to ~~operations~~the Audit Committee and ~~operating~~charge ~~results~~them with assisting the Company in addressing the material weaknesses noted above. The Company'’s ~~nature~~lack of ~~business~~current isfinancial ~~highly~~resources ~~dependent~~makes onit ~~the~~impossible ~~efficient~~for ~~and~~the ~~uninterrupted~~Company ~~operation~~to ofhire ~~complex~~the ~~information~~appropriate ~~technology~~personnel ~~systems~~needed ~~networks,~~to ~~may~~overcome ~~they,~~these ~~either~~weaknesses beand ensure that ofappropriate ~~ours,~~controls orand ~~our~~separation ~~Telco/~~of ~~ISP~~responsibilities of ~~partners~~a larger organization exist. We also will continue to follow the standards for the Public Company Accounting Oversight Board (United States) for internal control over financial reporting to include procedures that:

~~All~~o ~~information~~Pertain ~~technology~~to ~~systems~~the ~~are~~maintenance ~~potentially vulnerable~~of torecords ~~damage~~in orreasonable ~~interruption~~detail ~~from~~accurately athat ~~variety~~fairly reflect the transactions and dispositions of ~~sources,~~the ~~including~~Company's ~~but~~assets; ~~not~~o ~~limited~~Provide reasonable assurance that transactions are recorded as necessary to ~~computer~~permit ~~viruses,~~preparation ~~security~~of ~~breaches, energy~~the ~~blackouts,~~financial ~~weather~~statements in accordance with generally accepted accounting principles, ~~natural~~and ~~disasters~~that receipts and ~~terrorism,~~expenditures ~~war~~are being made only in accordance with authorizations of management and ~~telecommunication~~the ~~failures~~Board of Directors; and o Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

~~System~~Changes orIn ~~network disruptions may arise if~~InternalControl ~~new~~Over ~~systems~~Financial 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.Reporting

~~LAW~~Our ~~AND~~management ~~REGULATIONS~~determined ~~GOVERNING~~that ~~INTERNET~~there were no changes made in our internal controls over financial reporting during the quarter ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

~~Increased~~There ~~regulation~~have ofbeen ~~the~~no ~~Internet~~changes orin ~~differing~~the Company's ~~application~~internal ofcontrol ~~existing~~over ~~laws~~financial ~~might~~reporting ~~slow~~during the ~~growth~~most ofrecently ~~the~~completed ~~use~~fiscal ofquarter ~~the~~that ~~Internet~~have ~~and~~materially ~~online services~~affected, ~~which~~or ~~could decrease demand~~are ~~for~~reasonably ~~our~~likely ~~services.~~to ~~The~~materially ~~added~~affect, ~~complexity of~~ the ~~law~~Company's ~~may~~internal ~~lead~~control toover ~~higher~~financial ~~compliance costs resulting in higher costs of doing business~~reporting.

~~UNAUTHORIZED~~This ~~USE~~report OFdoes ~~PROPRIETARY~~not ~~RIGHTS~~include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this report.

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 our intellectual property without authorization. The validity, enforceability and scope of protection of intellectual property in Internet-related industries remain uncertain and are still evolving. Litigation may be necessary in the future to enforce these intellectual property rights. This will result in substantial costs and diversion of the Company's resources and could disrupt, as well as have a material adverse effect on our business.6

~~LAW~~PART ~~AND~~II: ~~REGULATIONS~~OTHER ~~GOVERNING BUSINESS~~INFORMATION

AsITEM ~~the~~1: ~~Company~~LEGAL ~~continues to expand its business internationally across different geographical locations there are risks inherent including:~~PROCEEDINGS

~~1) Trade barriers and changes in trade regulations~~None

2)ITEM ~~Local~~1A: ~~labor~~RISK ~~laws and regulations~~FACTORS

3)An ~~Currency~~investment ~~exchange~~in ~~rate~~the ~~fluctuations~~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.

4)THE ~~Political~~COMPANY CONTINUES TO USE SIGNIFICANT AMOUNTS OF CASH FOR ITS BUSINESS OPERATIONS, ~~social~~WHICH orCOULD ~~economic~~RESULT ~~unrest~~IN US HAVING INSUFFICIENT CASH TO FUND THE COMPANY'S OPERATIONS AND EXPENSES UNDER OUR CURRENT BUSINESS PLAN.

5)The ~~Potential~~Company's ~~adverse~~liquidity ~~tax~~and ~~regulation~~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.

6)THE ~~Changes~~MARKET inMAY ~~governmental~~NOT ~~regulations~~BROADLY ACCEPT THE COMPANY'S BROADBAND WEBSITES AND SERVICES, WHICH WOULD PREVENT THE COMPANY FROM OPERATING PROFITABLY.

5The 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.

~~OUTBREAK~~BROADBAND OFUSERS ~~N1H1~~MAY ~~VIRUS~~FAIL ~~FLU~~TO ~~PANDEMIC~~ADOPT ORTHE ~~SIMILAR~~COMPANY'S BROADBAND ~~PUBLIC HEALTH DEVELOPMENTS~~SERVICES.

~~Any~~The ~~future~~Company's ~~outbreak~~Broadband ofservices are targeted to the ~~N1H1~~growing ~~flu~~market ~~pandemic or~~of ~~similar~~Broadband ~~adverse~~users ~~public~~worldwide ~~health~~to ~~developments~~deliver ~~may~~content ~~have~~and aE-commerce ~~material~~in ~~adverse~~an ~~effect~~efficient, oneconomical manner over the Broadband networks. The challenge is to make the Company's business ~~operations~~attractive to consumers, ~~financial~~and ultimately, profitable. To do ~~condition~~so has required, and ~~results~~will require, the Company to invest significant amounts of ~~operations~~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.

~~ITEM~~FAILURE 4:TO ~~CONTROLS~~SIGNIFICANTLY INCREASE THE COMPANY'S USERS AND ~~PROCEDURES~~ADVERTISERS MAY RESULT IN FAILURE TO ACHIEVE CRITICAL MASS AND REVENUE TO BUILD A SUCCESSFUL BUSINESS.

~~Evaluation~~The Company incurs significant up-front costs in connection with the acquisition of ~~Disclosure~~content, ~~Controls~~and bandwidth and ~~Procedures~~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.

AThere ~~system~~is ofno ~~disclosure~~assurance ~~controls and procedures (~~as ~~defined in Rule 13a-15(e) and 15d-l5(e)) under the Securities Exchange Act of 1934, as amended [the "Exchange Act"]) are controls and other procedures that are designed~~ to ~~provide~~whether ~~reasonable assurance that~~ the ~~information that the~~ Company ~~is required~~ towill ~~disclose~~be inable ~~the~~to ~~reports~~maintain, ~~that it files~~ or ~~submits~~whether ~~under the Exchange Act is recorded, processed, summarized~~ and ~~reported~~how ~~within the~~quickly ~~time periods specified in~~ the ~~SEC's rules and forms, and that such information is accumulated and communicated to the~~ Company~~'s management,~~ ~~including~~will ~~the~~be ~~Chief~~able ~~Executive Officer and Chief Financial Officer, as appropriate~~ to ~~allow~~increase ~~timely~~its ~~decisions~~user ~~regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures~~base, ~~including the possibility of human error and the circumvention~~ or ~~overriding~~whether of the ~~controls and procedures. Accordingly, even effective~~Company ~~disclosure~~will ~~controls~~be ~~and~~able ~~procedures~~to ~~can~~generate ~~only~~recurring ~~provide~~subscription ~~reasonable assurance of achieving their control objectives,~~ and ~~management necessarily~~advertising isfees ~~required~~ to ~~use~~such ~~its~~a ~~judgment~~level inthat ~~evaluating~~would ~~the~~enable ~~cost-benefit~~this ~~relationship~~line of ~~possible~~business ~~controls~~to achieve ~~and procedures~~profitably. ~~In addition,~~If the ~~design~~Company ~~of any system of controls~~ is ~~based~~not successful in ~~part~~these ~~upon~~endeavors, ~~certain assumptions about~~ the ~~likelihood~~Company ofcould ~~future events, and there can~~ be norequired ~~assurance~~to ~~that~~revise ~~any design will succeed in achieving~~ its ~~stated~~business ~~goals under all potential future conditions. Moreover~~model, exit ~~over time, controls may become inadequate because of changes in conditions,~~ or reduce the ~~degree~~scale of ~~compliance with policies or procedures may deteriorate. Because of~~ the ~~inherent limitations in a control system~~business, ~~misstatements due to error~~ or ~~fraud~~raise ~~may occur~~additional ~~and not be detected~~capital.

The Company's Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for the Company, and have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of the end of the period covered by this report, based on their evaluation of these controls and procedures required by paragraph (b) of Rules 13a-15(f) and 15d-15(f), due to certain material weaknesses in our internal control over financial reporting as discussed below.7

~~Internal~~COMPETITION ~~Control~~IN ~~Over~~THE ~~Financial~~BROADBAND ~~Reporting~~BUSINESS IS EXPECTED TO INCREASE, WHICH COULD CAUSE THE BUSINESS TO FAIL.

The Company’'s ~~management~~Broadband isservices ~~responsible~~are targeted ~~for~~to ~~establishing~~the ~~and~~end ~~maintaining~~user ~~adequate~~market. ~~internal~~As ~~controls over financial reporting for~~ the ~~Company.~~Broadband ~~Due~~penetration torates ~~limited~~increase ~~resources~~globally, ~~Management~~ ~~conducted~~ an ~~evaluation~~increasing number of ~~internal controls based on criteria established in Internal Control~~ well-funded ~~Integrated~~competitors ~~Framework~~have ~~issued~~entered by the ~~Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)~~market. ~~The~~Companies ~~results of this evaluation determined~~ that ~~our~~compete ~~internal~~with control over financial reporting was ineffective as of September 30, 2014, due to material weaknesses. A material weakness in internal control over financial reporting is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's ~~annual~~ orbusiness ~~interim~~include ~~financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency~~telecommunications, ~~or a combination of deficiencies~~cable, incontent ~~internal~~management ~~control over financial reporting that is less severe than a material~~and ~~weakness,~~network ~~yet~~delivery ~~important enough to merit attention by those responsible for oversight of our financial reporting~~companies.

~~Management’s~~The ~~assessment~~Company ~~identified~~may face increased competition as these competitors partner with others or develop new Broadband websites and service offerings to expand the functionality that ~~following~~they ~~material~~can ~~weaknesses~~offer into ~~internal~~their ~~control~~customers. These competitors may, over ~~financial~~time, ~~reporting:~~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 ~~The~~INABILITY ~~small~~TO ~~size~~SUCCESSFULLY ofEXECUTE ~~our~~TIMELY DEVELOPMENT ~~Company~~AND ~~limits~~INTRODUCTION ~~our~~OF ~~ability~~NEW toAND ~~achieve~~RELATED ~~the~~SERVICES ~~desired~~AND ~~level~~TO ofIMPLEMENT ~~the~~TECHNOLOGICAL ~~separation~~CHANGES ofCOULD ~~duties~~HARM ~~relating~~THE ~~to internal controls and financial reporting~~BUSINESS. We do not have a separate CEO and CFO, to review and oversee the financial policies and procedures of the Company, which does achieve a degree of separation. Until such time as the Company is able to hire a separate CFO, we do not believe we meet the full requirement for separation. · We do not have a functional audit committee since our Board of Directors acts as the audit committee. · We have not achieved the desired level of documentation of our internal controls and procedures. When the Company obtains sufficient funding, this documentation will be strengthened through utilizing a third party consulting firm to assist management with its internal control documentation and further help to limit the possibility of any lapse in controls occurring.

AsThe aevolving ~~result~~nature of the ~~material~~Broadband ~~weaknesses in internal~~business ~~control~~requires ~~over financial reporting described above,~~ the Company’s ~~management~~to ~~has~~continually ~~concluded~~develop ~~that,~~and asintroduce ofnew ~~September~~and ~~30,~~related ~~2014, the~~services ~~Company's~~and ~~internal~~to ~~control~~improve ~~over~~the ~~financial~~performance, ~~reporting~~features, ~~was~~and reliability ~~not~~of ~~effective~~the ~~based~~existing onservices, ~~the~~particularly ~~criteria~~ in ~~Internal~~response ~~Control~~to -competitive ~~Integrated Framework issued by the COSO~~offerings.

6The 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.

ToCAPACITY ~~date,~~LIMITS ~~the~~ON ~~Company~~THE ~~has~~COMPANY'S ~~not been able~~TECHNOLOGY ~~create~~AND aNETWORK ~~separate~~HARDWARE ~~Audit~~AND ~~Committee~~SOFTWARE ~~with~~MAY atBE ~~least~~DIFFICULT ~~one~~TO ~~independent member due to its limited financial resources. When the Company obtains sufficient funding~~PROJECT, ~~Management~~AND ~~intends~~THE toCOMPANY ~~create~~MAY ~~and~~NOT ~~appoint~~BE ~~members~~ABLE toTO ~~the Audit~~EXPAND ~~Committee~~AND/OR ~~and~~UPGRADE ~~charge~~ITS SYSTEMS ~~them~~TO ~~with~~MEET ~~assisting~~INCREASED ~~the Company in addressing the material weaknesses noted above. Due to the Company’s current financial situation~~USE, itWHICH isWOULD ~~difficult~~RESULT toIN ~~attract~~REDUCED ~~new and independent board members~~REVENUES. The Company’s lack of current financial resources makes it impossible for the Company to hire the appropriate personnel needed to overcome these weaknesses and ensure that appropriate controls and separation of responsibilities of a larger organization exist. We also will continue to follow the standards for the Public Company Accounting Oversight Board (United States) for internal control over financial reporting to include procedures that:

oWhile ~~Pertain to~~ the ~~maintenance~~Company ofhas ~~accurate~~ample ~~records~~through-put incapacity to ~~reasonable~~handle ~~detail~~its ~~that~~customers' ~~fairly~~requirements ~~reflect~~for the ~~transactions~~medium ~~and~~term, ~~dispositions~~at ofsome ~~the~~point ~~Company's~~it ~~assets;~~may obe ~~Provide~~required ~~reasonable~~to ~~assurance~~materially ~~that~~expand ~~transactions~~and/or ~~are~~upgrade its ~~recorded~~technology asand ~~necessary~~network tohardware ~~permit~~and ~~preparation~~software. ofThe ~~the~~Company ~~financial~~may ~~statements~~not inbe ~~accordance~~able ~~with~~to ~~accounting~~accurately ~~principles~~project ~~generally~~the ~~accepted~~rate of increase in ~~the~~usage of ~~United~~its ~~States,~~network. ~~and~~In ~~that~~addition, ~~receipts~~it ~~and~~may ~~expenditures~~not ~~are~~be ~~being~~able ~~made~~to ~~only~~expand inand/or ~~accordance~~upgrade ~~with~~its ~~authorizations~~systems ofand ~~management~~network hardware and ~~the~~software ~~Board~~capabilities in ofa ~~Directors;~~timely ~~and~~manner oto ~~Provide~~accommodate ~~reasonable~~increased ~~assurance~~traffic ~~regarding~~on ~~prevention~~its ornetwork. ~~timely~~If ~~detection~~the ofCompany ~~unauthorized~~does ~~acquisition,~~not ~~use,~~appropriately expand and/or ~~disposition~~upgrade our ofsystems ~~the~~and ~~Company's~~network ~~assets~~hardware ~~that~~and ~~could~~software ~~have~~in a ~~material~~timely ~~effect~~fashion, onit ~~the~~may ~~financial~~lose ~~statements~~customers and revenues.

~~Changes~~INTERRUPTIONS InTO ~~Internal~~THE ~~Control~~DATA ~~Over~~CENTERS ~~Financial~~AND BROADBAND ~~Reporting~~NETWORKS COULD DISRUPT BUSINESS, AND NEGATIVELY IMPACT CUSTOMER DEMAND FOR THE COMPANY.

~~Our~~The ~~management~~Company's ~~determined~~business ~~that~~depends ~~there~~on ~~were~~the nouninterrupted ~~changes~~operation ~~made~~at inthe ~~our~~data ~~internal~~centers ~~controls~~and ~~over~~the ~~financial~~broadband ~~reporting~~networks ~~during~~run by the ~~quarter~~various ~~ended~~service ~~September~~providers. ~~30,~~The ~~2014~~data ~~that~~centers ~~have~~may ~~materially~~suffer for ~~affected~~loss, damage, or ~~are~~interruption ~~reasonably~~caused ~~likely~~by tofire, ~~materially~~power ~~affect~~loss, ~~our~~telecommunications ~~internal~~failure, ~~control~~or ~~over~~other events beyond the Company. Any damage or failure that causes interruptions in the Company's operations could materially harm business, financial ~~reporting~~conditions, and results of operations.

7In 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.

~~PART~~THE ~~II:~~COMPANY ~~OTHER~~MAY ~~INFORMATION~~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.

~~ITEM~~The 1:Company ~~LEGAL~~may ~~PROCEEDINGS~~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 into 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.

~~None~~THE COMPANY DEPENDS ON KEY PERSONNEL.

~~ITEM~~The ~~1A:~~Company ~~RISK~~depends ~~FACTORS~~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.

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.8

THE COMPANY ~~CONTINUES~~RELIES TOON ~~USE~~THIRD ~~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~~PARTIES.

~~The~~If ~~Company's~~critical ~~liquidity~~services and ~~capital~~products ~~resources remain limited. There can be no assurance~~ that the Company's ~~liquidity~~sources orfrom ~~capital~~third ~~resource~~parties, ~~position~~such ~~would~~as ~~allow~~content usand tonetwork ~~continue to pursue its current business strategy. As a result~~services, ~~without~~were ~~achieving~~to ~~growth~~no inlonger ~~its~~available ~~business~~to ~~along~~ the ~~lines~~Company ~~it has projected, it would have to alter its business plan~~ or ~~further~~at ~~augment~~a ~~its~~considerably higher ~~cash~~price ~~flow~~than ~~position~~it ~~through~~currently ~~cost~~pays ~~reduction~~for ~~measures~~them, ~~sales~~and ofsuitable ~~assets, additional~~alternatives ~~financings~~could ornot abe ~~combination~~found, ~~of these actions. One or more of these actions would likely substantially diminish~~ the ~~value of~~business ~~its~~could ~~common~~be ~~stock~~harmed.

THE ~~MARKET MAY NOT BROADLY ACCEPT THE~~ COMPANY~~'S BROADBAND~~ ~~WEBSITES~~COULD ~~AND~~BE ~~SERVICES,~~AFFECTED ~~WHICH~~BY ~~WOULD PREVENT THE COMPANY FROM OPERATING PROFITABLY~~GOVERNMENT REGULATION.

The ~~Company~~list ~~must~~of becountries ~~able~~ to ~~achieve~~which ~~broad~~our ~~market~~solutions ~~acceptance~~and ~~for~~services ~~its~~could ~~Broadband~~not ~~websites~~be ~~and~~exported ~~services,~~could atbe arevised ~~price~~in ~~that~~the ~~provides~~future. anFurthermore, ~~acceptable~~some ~~rate~~countries ofmay ~~return~~in ~~relative~~the tofuture ~~the~~impose ~~Company-wide~~restrictions ~~costs~~on instreaming ~~order~~of tobroadband ~~operate~~contents ~~profitably~~and related services. ~~There~~Failure isto noobtain ~~assurance~~the ~~that~~required governmental approvals would preclude the sale ~~market~~or ~~will~~use ~~develop~~of ~~sufficiently~~services toin ~~enable~~international markets and therefore, harm the Company's ability to ~~operate~~ ~~its~~grow ~~Broadband~~sales ~~business~~through ~~profitably.~~expansion ~~Furthermore,~~into international ~~there~~markets. isWhile noregulations ~~assurance~~in ~~that~~almost ~~any~~all ofcountries ~~the~~in ~~Company's~~which ~~services~~our ~~will~~business ~~become~~currently operates generally permit the ~~accepted~~broadband services, ~~nor~~such isregulations ~~there~~in ~~any~~future ~~assurance~~may ~~that~~not ~~enough~~be ~~paying~~as ~~users~~favorable and ~~advertisers~~may ~~will~~impede ~~ultimately~~our beability ~~obtained~~ to ~~enable~~develop ~~us to achieve and maintain profitability~~business.

~~BROADBAND~~THE ~~USERS~~COMPANY ~~MAY~~COULD ~~FAIL~~BE TOAFFECTED ~~ADOPT~~BY ~~THE~~PIRACY ~~COMPANY'S~~IN ~~BROADBAND SERVICES~~ASIA.

The Company's ~~Broadband~~is ~~services~~in ~~are~~the ~~targeted~~process of expanding toits ~~the~~services ~~growing~~globally, ~~market~~and ofin ~~Broadband~~particular ~~users~~is ~~worldwide~~entering specific countries in Asia with customized country sites. These country sites are designated to ~~deliver~~suit ~~content~~viewership patterns and ~~E-commerce~~styles in anthe ~~efficient~~countries they are launched in, ~~economical~~and ~~manner~~make ~~over~~use of the Company's content ~~Broadband~~and ~~networks~~intellectual property rights to the content. The ~~challenge~~piracy isof tocontent ~~make~~is ~~the~~a ~~Company's~~significant ~~business~~problem ~~attractive~~in tomany ~~consumers~~Asian countries, and ~~ultimately,~~it is ~~profitable.~~not Touncommon ~~do so~~to ~~has~~see ~~required,~~movies and ~~will~~television ~~require~~dramas appearing on illegal internet sites, ~~the~~and ~~Company~~sold toas ~~invest~~pirated ~~significant~~DVDs ~~amounts~~and VCDs. The extent of ~~cash~~this ~~and~~piracy ~~other~~of ~~resources.~~content ~~There~~in isthe nospecific ~~assurance~~ countries that ~~enough~~the ~~paying~~Company ~~users~~is ~~and~~launching ~~advertisers~~its sites will ~~ultimately~~adversely beaffect ~~obtained~~ to ~~enable~~a certain degree the ~~Company~~amount toof ~~operate~~advertising and subscription revenues that the ~~business~~Company ~~profitably~~could earn.

~~FAILURE TO SIGNIFICANTLY INCREASE~~ THE COMPANY~~'S USERS~~ ~~AND~~COULD ~~ADVERTISERS~~BE ~~MAY~~AFFECTED ~~RESULT~~BY INECONOMIC ~~FAILURE TO ACHIEVE CRITICAL MASS AND REVENUE TO BUILD A SUCCESSFUL BUSINESS.~~DOWNTURNS

The ~~Company~~global ~~incurs~~economy ~~significant~~underwent ~~up-front~~a ~~costs~~massive downturn in ~~connection~~2009, ~~with~~which commenced in the ~~acquisition~~second half of ~~content~~2008. Many countries were faced with negative growth rates.. Where the media industry was concerned, ~~bandwidth~~major corporations reduced their advertising expenditures or even cut back substantially all advertising and ~~network~~promotional expenditures ~~charges~~towards the latter half of 2008. The ~~plan~~Company is toheavily ~~obtain~~reliant ~~recurring~~on ~~revenues~~advertising inand ~~the~~syndication ~~form of~~revenues. ~~subscriptions~~Any ~~and~~future downturns ~~advertising~~in ~~fees~~any toone ~~use~~country that the ~~Broadband~~Company ~~services,~~operates ~~either~~its ~~paid~~WOWtv byservice ~~the~~would ~~users~~significantly oraffect ~~advertisers~~the Company's revenues.

~~There~~OUR isCOMMON noSTOCK ~~assurance~~IS asCONSIDERED toA ~~whether the Company~~"PENNY ~~will~~STOCK". beTHE ~~able~~APPLICATION toOF ~~maintain,~~THE or"PENNY ~~whether~~STOCK" ~~and~~RULES ~~how~~TO ~~quickly~~OUR ~~the~~COMMON ~~Company~~STOCK ~~will~~COULD beLIMIT ~~able~~THE toTRADING ~~increase~~AND ~~its~~LIQUIDITY ~~user base, or whether the Company~~OF ~~will~~THE beCOMMON able to generate recurring subscription revenue and advertising fees to such a level that would enable this line of business to achieve and maintain profitability. If the Company is not successful in these endeavorsSTOCK, ~~the~~ADVERSELY ~~Company~~AFFECT ~~could~~THE beMARKET ~~required~~PRICE toOF ~~revise its~~OUR ~~business~~COMMON ~~model,~~STOCK ~~exit~~AND orINCREASE ~~reduce~~THE ~~the~~TRANSACTION ~~scale~~COSTS ofTO ~~the~~SELL ~~business,~~THOSE ~~or raise additional capital~~SHARES.

8Our common stock is a "low-priced" security or "penny stock" under rules promulgated under the Securities Exchange Act of 1934, as amended. In accordance with these rules, broker-dealers participating in transactions in low-priced securities must first deliver a risk disclosure document which describes the risks associated with such stocks, the broker-dealer's duties in selling the stock, the customer's rights and remedies and certain market and other information. Furthermore, the broker-dealer must make a suitability determination approving the customer for low-priced stock transactions based on the customer's financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing to the customer, obtain specific written consent from the customer, and provide monthly account statements to the customer. The effect of these restrictions will likely decrease the willingness of broker-dealers to make a market in our common stock, will decrease liquidity of our common stock and will increase transaction costs for sales and purchases of our common stock as compared to other securities.

~~COMPETITION~~THE STOCK MARKET IN GENERAL HAS EXPERIENCED VOLATILITY THAT OFTEN HAS BEEN UNRELATED TO THE ~~BROADBAND~~OPERATING ~~BUSINESS~~PERFORMANCE ISOF ~~EXPECTED~~LISTED COMPANIES. THESE BROAD FLUCTUATIONS MAY BE THE TORESULT ~~INCREASE,~~OF ~~WHICH~~UNSCRUPULOUS ~~COULD~~PRACTICES ~~CAUSE~~THAT MAY ADVERSELY AFFECT THE ~~BUSINESS~~PRICE TOOF ~~FAIL~~OUR STOCK, REGARDLESS OF OUR OPERATING PERFORMANCE.

~~The~~Shareholders ~~Company's~~should ~~Broadband~~be ~~services~~aware ~~are~~that, ~~targeted~~according to ~~the~~SEC ~~end~~Release ~~user~~No. 34-29093 dated April 17, 1991, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. AsSuch patterns include (1) control of the ~~Broadband~~market ~~penetration~~for ~~rates~~the ~~increase~~security ~~globally,~~by anone ~~increasing~~or ~~number~~a offew ~~well~~broker-~~funded~~dealers ~~competitors~~that ~~have~~are often related ~~entered~~to the ~~market.~~promoter ~~Companies~~or ~~that~~issuer; ~~compete~~(2) ~~with~~manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the ~~Company's~~wholesale dumping ~~business~~of ~~include~~the ~~telecommunications,~~same ~~cable~~securities by promoters and broker-dealers after prices have been manipulated to a desired level, ~~content~~along ~~management~~with the resulting inevitable collapse of those prices and with consequent investor losses. The occurrence of these patterns or practices ~~network~~could ~~delivery~~increase ~~companies~~the volatility of our share price.

The Company will 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, attractive, effective or cost efficient than the Company’s. 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.9

~~THE~~WE ~~INABILITY~~DO NOT EXPECT TO ~~SUCCESSFULLY~~PAY ~~EXECUTE~~DIVIDENDS ~~TIMELY~~FOR THE FORESEEABLE ~~DEVELOPMENT~~FUTURE, AND ~~INTRODUCTION~~WE OFMAY ~~NEW~~NEVER ~~AND~~PAY ~~RELATED~~DIVIDENDS. ~~SERVICES~~INVESTORS ~~AND~~SEEKING TOCASH ~~IMPLEMENT~~DIVIDENDS ~~TECHNOLOGICAL~~SHOULD ~~CHANGES~~NOT ~~COULD~~PURCHASE ~~HARM~~OUR ~~THE~~COMMON ~~BUSINESS~~STOCK.

~~The~~We ~~evolving~~currently ~~nature~~intend ofto retain any future earnings to support the ~~Broadband~~development of our business and do not anticipate paying cash dividends in the foreseeable future. Our payment of ~~requires~~any future dividends will be at the ~~Company~~discretion of our Board of Directors after taking into account various factors, including but not limited to ~~continually~~our ~~develop~~financial ~~and~~condition, ~~introduce~~operating ~~new~~results, ~~and~~cash ~~related~~needs, ~~services~~growth plans and the terms of any credit agreements that we may be a party to ~~improve~~at the ~~performance,~~time. ~~features~~In addition, ~~and~~our ability to pay dividends on our common stock may be limited by Nevada state ~~reliability~~law. Accordingly, investors must rely on sales of ~~the~~their ~~existing~~common ~~services~~stock after price appreciation, ~~particularly~~which inmay ~~response~~never occur, as the only way to ~~competitive~~realize ~~offerings~~a return on their investment. Investors seeking cash dividends should not purchase our common stock.

~~The~~FUTURE ~~Company~~SALES ~~has~~OF ~~under~~OUR ~~development~~COMMON ~~new~~STOCK ~~features~~COULD PUT ~~and~~DOWNWARD ~~services~~SELLING ~~for~~PRESSURE ~~its~~ON ~~businesses.~~OUR ~~The~~COMMON ~~Company~~STOCK, ~~may~~AND ~~also~~ADVERSELY ~~introduce~~AFFECT ~~other~~THE ~~new~~PER ~~services.~~SHARE ~~The success of new or enhanced features and services depends on several factors - primarily market acceptance~~PRICE. ~~The~~THERE ~~Company~~IS ~~may~~A ~~not~~RISK ~~succeed~~THAT inTHIS ~~developing~~DOWNWARD ~~and marketing new~~PRESSURE orMAY ~~enhanced~~MAKE ~~features~~IT ~~and~~IMPOSSIBLE ~~services~~FOR ~~that~~AN ~~respond~~INVESTOR toTO ~~competitive~~SELL ~~and~~SHARES ~~technological~~OF ~~developments~~COMMON ~~and~~STOCK ~~changing~~AT ~~customer~~ANY ~~needs.~~REASONABLE ~~This could~~PRICE, ~~harm~~IF ~~the~~AT ~~business~~ALL.

~~CAPACITY~~Future ~~LIMITS~~sales ONof ~~THE~~substantial ~~COMPANY'S~~amounts ~~TECHNOLOGY~~of our ~~AND~~common ~~NETWORK~~stock ~~HARDWARE~~in ~~AND~~the ~~SOFTWARE~~public ~~MAY~~market BEor ~~DIFFICULT~~the TOperception ~~PROJECT,~~that ~~AND~~such ~~THE~~sales ~~COMPANY~~could ~~MAY~~occur, ~~NOT~~could BEput ~~ABLE~~downward TOselling ~~EXPAND~~pressure ~~AND/OR~~on ~~UPGRADE~~our ~~ITS SYSTEMS~~common TOstock ~~MEET~~and ~~INCREASED~~adversely ~~USE,~~affect ~~WHICH~~its ~~WOULD~~market ~~RESULT IN REDUCED REVENUES~~price.

~~While~~THE ~~the~~OVER ~~Company~~THE ~~has~~COUNTER ~~ample~~BULLETIN ~~through-put~~BOARD ~~capacity to~~IS ~~handle~~A ~~its~~QUOTATION SYSTEM, ~~customers'~~NOT ~~requirements~~AN ~~for~~ISSUER ~~the~~LISTING ~~medium term~~SERVICE, atMARKET ~~some~~OR ~~point it may be required to materially expand and/or upgrade its technology and network hardware and software~~EXCHANGE. ~~The~~THEREFORE, ~~Company~~BUYING ~~may~~AND ~~not~~SELLING beSTOCK ~~able~~ON toTHE ~~accurately~~OTC ~~project~~BULLETIN ~~the~~BOARD ~~rate~~IS ~~of increase in usage~~NOT ofAS ~~its~~EFFICIENT ~~network.~~AS InBUYING ~~addition,~~AND itSELLING ~~may~~STOCK ~~not~~THROUGH beAN ~~able~~EXCHANGE. toAS ~~expand~~A ~~and/or~~RESULT, ~~upgrade~~IT ~~its~~MAY ~~systems~~BE ~~and~~DIFFICULT ~~network~~FOR ~~hardware~~YOU ~~and~~TO ~~software~~SELL ~~capabilities in~~YOUR aCOMMON ~~timely manner to accommodate increased traffic on its network. If the Company does not appropriately expand and/or upgrade~~STOCK ~~our~~OR ~~systems~~YOU ~~and~~MAY ~~network~~NOT ~~hardware~~BE ~~and~~ABLE ~~software~~TO inSELL aYOUR ~~timely~~COMMON ~~fashion,~~STOCK itFOR ~~may~~AN ~~lose~~OPTIMUM ~~customers~~TRADING ~~and revenues~~PRICE.

~~INTERRUPTIONS~~The TOOver ~~THE~~the ~~DATA~~Counter ~~CENTERS~~Bulletin ~~AND~~Board ~~BROADBAND~~(the "OTC ~~NETWORKS~~BB") ~~COULD~~is ~~DISRUPT~~a ~~BUSINESS~~regulated quotation service that displays real-time quotes, ~~AND~~last ~~NEGATIVELY~~sale ~~IMPACT~~prices ~~CUSTOMER~~and ~~DEMAND~~volume ~~FOR~~limitations ~~THE~~in ~~COMPANY’S~~over-the-counter securities. ~~SERVICE~~Because trades and quotations on the OTC Bulletin Board involve a manual process, the market information for such securities cannot be guaranteed. In addition, quote information, or even firm quotes, may not be available. The manual execution process may delay order processing and intervening price fluctuations may result in the failure of a limit order to execute or the execution of a market order at a significantly different price. Execution of trades, execution reporting and the delivery of legal trade confirmations may be delayed significantly. Consequently, one may not be able to sell shares of our common stock at the optimum trading prices.

~~The~~When ~~Company's~~fewer ~~business~~shares ~~depends~~of a security are being traded on the ~~uninterrupted operation~~OTC atBulletin Board, volatility of prices may increase and price movement may outpace the ~~data~~ability ~~centers~~to deliver accurate quote information. Lower trading volumes in a security may result in a lower likelihood of an individual's orders being executed, and current prices may differ significantly from the ~~broadband~~price ~~networks~~one ~~run~~was quoted by the ~~various~~OTC ~~service~~Bulletin ~~providers~~Board at the time of the order entry. Orders ~~The~~for ~~data~~OTC ~~centers~~Bulletin Board securities may ~~suffer~~be canceled or edited like orders for ~~loss,~~ ~~damage,~~other securities. All requests to change or cancel ~~interruption~~an ~~caused~~order bymust ~~fire,~~be ~~power~~submitted ~~loss~~to, ~~telecommunications~~received ~~failure,~~and orprocessed ~~other~~by ~~events~~the ~~beyond~~OTC ~~their~~Bulletin ~~control~~Board. ~~Any damage~~Due orto ~~failure~~the ~~that~~manual ~~causes~~order ~~interruptions~~processing involved in ~~the~~handling ~~Company's~~OTC ~~operations~~Bulletin ~~could~~Board ~~materially~~trades, ~~harm~~order ~~the~~processing ~~business,~~and ~~financial~~reporting ~~conditions~~may be delayed, and ~~results~~an individual may not be able to cancel or edit his order. Consequently, one may not be able to sell shares of ~~operations~~common stock at the optimum trading prices.

InThe ~~addition, the Company~~dealer's ~~services~~spread ~~depend~~(the difference between the bid and ask prices) may be large and may result in substantial losses to the seller of securities on the ~~efficient~~OTC ~~operation~~Bulletin ofBoard if the ~~Internet~~common ~~connections~~stock ~~between~~or ~~customers~~other ~~and~~security ~~the~~must ~~data~~be ~~centers~~sold immediately. ~~The~~Further, ~~Company~~purchasers ~~depends~~of onsecurities ~~Internet~~may incur an immediate "paper" ~~service~~loss ~~providers~~due ~~efficiently~~to ~~operating~~the ~~these~~price ~~connections~~spread. ~~These~~Moreover, ~~providers~~dealers trading on the OTC Bulletin Board may not have ~~experienced~~a ~~periodic~~bid ~~operational~~price ~~problems~~for orsecurities ~~outages~~bought inand sold through the ~~past.~~OTC ~~Any~~Bulletin ofBoard. ~~these~~Due ~~problems~~to orthe ~~outages~~foregoing, ~~could~~demand ~~adversely~~for ~~affect~~securities ~~customer~~that ~~satisfaction~~are ~~and~~traded ~~customers~~through ~~could~~the beOTC ~~reluctant~~Bulletin toBoard ~~use~~may ~~our~~be ~~Internet~~decreased ~~related~~or ~~services~~eliminated.

~~THE~~WE ~~COMPANY~~GENERATED ~~MAY~~A ~~NOT~~NET BELOSS ~~ABLE~~OF TO$155,721 ~~ACQUIRE~~AND ~~NEW CONTENT~~$213,828 BEFORE ORTAXES ~~MAY~~FOR ~~HAVE~~THE TOTHREE ~~DEFEND~~MONTHS ~~ITS~~ENDED ~~RIGHTS~~MARCH IN31, ~~INTELLECTUAL~~2015 ~~PROPERTY~~AND OFMARCH ~~THE~~31, ~~CONTENT~~2014, ~~THAT~~RESPECTIVELY. ISWE ~~USED~~MAY ~~FOR ITS SERVICES WHICH COULD~~ BE ~~DISRUPTIVE~~ ~~AND~~UNABLE ~~EXPENSIVE~~ TO ~~ITS~~CONTINUE ~~BUSINESS~~AS A GOING CONCERN.

~~The~~Our ~~Company~~consolidated ~~may~~financial ~~not~~statements have been prepared on a going concern basis which assumes that we will be able to ~~acquire~~realize ~~new content,~~our orassets ~~may~~and ~~have~~discharge toour ~~defend~~liabilities ~~its~~in the ~~intellectual~~normal ~~property~~course ~~rights~~of orbusiness ~~defend~~for ~~against~~the ~~claims~~foreseeable ~~that~~future. itWe isgenerated ~~infringing~~a ~~the~~consolidated ~~rights~~net loss before taxes of ~~others~~$155,721 for the ~~where~~three ~~its~~months ~~content~~ended ~~rights~~March ~~are~~31, ~~concerned~~2015 compared to a consolidated net loss before taxes of $213,828 during 2014. ~~Intellectual~~We ~~property~~realized ~~litigation~~a deficit cash flow from operating activities of $94,909 and ~~controversies~~$255,346 ~~are~~for ~~disruptive~~the three months ended March 31, 2015 and ~~expensive~~2014 respectively. ~~Infringement~~For ~~claims~~the ~~could~~three ~~require~~months usended to31 ~~develop~~March ~~non-infringing~~2015, ~~services~~we orhad ~~enter~~an ~~into~~accumulated ~~royalty~~deficit orof ~~licensing~~$44,137,983 ~~arrangements.~~and ~~Royalty~~a orworking ~~licensing arrangements~~capital deficiency of $3,527,747 compared ifto ~~required~~an accumulated deficit of $43,986,761 ~~may~~and ~~not~~a beworking ~~obtainable~~capital ondeficiency ~~terms~~of ~~acceptable~~$3,465,271 tofor the ~~Company~~year ended December 31, 2014. ~~The~~At ~~business~~at ~~could~~March be31, ~~significantly~~2015, ~~harmed if~~we ~~the~~had ~~Company~~a isstockholders' ~~not~~deficit ~~able~~of $3,502,387 compared to ~~develop~~a orstockholders' ~~license~~deficit ~~new~~of ~~content.~~$3,436,666 ~~Furthermore~~as at December 31, 2014. Our ability to continue as a going-concern is in substantial doubt as it is ~~possible~~dependent ~~that~~on ~~others~~a ~~may~~number ~~license~~of ~~substantially~~factors ~~equivalent~~including, ~~content~~but not limited to, ~~thus~~the ~~enabling~~receipt ~~them~~of continued financial support from our investors, our ability to ~~effectively~~raise ~~compete~~equity ~~against~~or usdebt financing as we need it, and whether we will be able to use our securities to meet certain of our liabilities as they become payable. The outcome of these matters is dependent on factors outside of our control and cannot be predicted at this time.

910

~~THE~~ITEM ~~COMPANY~~2. ~~DEPENDS~~UNREGISTERED ONSALES ~~KEY~~OF ~~PERSONNEL.~~EQUITY SECURITIES AND USE OF PROCEEDS

~~The~~From ~~Company~~February ~~depends~~10, on2015 to April 23, 2015, the Company ~~performance~~issued a total of ~~its senior~~1,720,000 ~~management~~shares ~~team.~~of ~~Its~~Series ~~success~~B ~~depends~~Convertible onPreferred ~~its~~Stock ~~ability~~("Preferred toStock") ~~attract,~~through ~~retain,~~its ~~and~~private placement ~~motivate~~of ~~these~~shares ~~individuals.~~of ~~There~~Preferred ~~are~~Stock noat ~~binding agreements~~a ~~with~~purchase ~~any~~price of ~~its~~$0.10 ~~employees~~per ~~that~~share ~~prevent~~for ~~them~~a ~~from~~total ~~leaving~~amount ~~the~~of ~~Company~~$172,000, atto ~~any~~"accredited investors", ~~time.~~as ~~There~~that term is ~~competition~~defined ~~for~~in ~~these~~Regulation ~~people. The~~D ~~loss~~ of the ~~services~~Securities Act of ~~any~~1933. Each share of ~~the~~Series ~~key~~B ~~employees~~Convertible orPreferred Stock ~~failure~~is toconvertible ~~attract,~~into ~~retain,~~ten ~~and~~(10) ~~motivate~~shares ~~key~~of ~~employees~~common ~~could~~stock. ~~harm~~The proceeds of the ~~business~~private placements were used for working capital.

~~THE~~As ~~COMPANY~~of ~~RELIES~~February ON2015, ~~THIRD~~the ~~PARTIES~~Company issued a total of 1,000,000 shares of common stock through its private placement of shares of common stock at a purchase price of $0.05 per share for a total amount of $50,000 to "accredited investors" as that term is defined in Regulation D of the Securities Act of 1933. The proceeds of the private placements were used for working capital.

IfThe ~~critical~~shares ~~services~~of ~~and products that~~ the Company's ~~sources~~preferred ~~from~~and ~~third~~common stocks ~~parties,~~in ~~such~~above asprivate ~~content~~placements ~~and network services~~ were toissued noand ~~longer~~sold bein ~~made~~reliance ~~available~~upon to the ~~Company~~exemption ~~or at~~provided aby ~~considerably~~Section ~~higher~~4(a)(2) ~~price~~and/or ~~than~~Regulation D/Regulation itS ~~currently~~of ~~pays~~the ~~for~~Securities ~~them,~~Act ~~and~~of ~~suitable~~1933. ~~alternatives~~Appropriate ~~could~~investment ~~not~~representations bewere ~~found,~~obtained and the ~~business~~securities ~~could~~were issued bewith ~~harmed~~restrictive legends.

~~THE~~ITEM ~~COMPANY~~3: ~~COULD~~DEFAULTS BEUPON ~~AFFECTED~~SENIOR ~~BY GOVERNMENT REGULATION.~~SECURITIES

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 the future impose restrictions on streaming of broadband content 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.None

~~THE~~ITEM ~~COMPANY~~4: ~~COULD~~MINE BESAFETY ~~AFFECTED BY PIRACY IN ASIA.~~DISCLOSURES

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.None

~~THE~~ITEM ~~COMPANY~~5: ~~COULD~~OTHER ~~BE AFFECTED BY ECONOMIC DOWNTURNS~~INFORMATION

The global economy underwent a massive downturn in 2009, which commenced in the second half of 2008. Many countries were faced with negative growth rates. Where the media industry was concerned, major corporations reduced their advertising expenditures or even cut back substantially all advertising and promotional expenditures towards the latter half of 2008. The Company is heavily reliant on advertising and syndication revenues. Any future downturns in any one country that the Company operates or expends into would significantly affect the Company's revenues.None

~~OUR~~ITEM ~~COMMON~~6: STOCK IS CONSIDERED A "PENNY STOCK". THE APPLICATION OF THE "PENNY STOCK" RULES TO OUR COMMON STOCK COULD LIMIT THE TRADING AND LIQUIDITY OF THE COMMON STOCK, ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK AND INCREASE THE TRANSACTION COSTS TO SELL THOSE SHARES.EXHIBITS:

Our common stock is a "low-priced" security or "penny stock" under rules promulgated under the Securities Exchange Act of 1934, as amended. In accordance with these rules, broker-dealers participating in transactions in low-priced securities must first deliver a risk disclosure document which describes the risks associated with such stocks, the broker-dealer's duties in selling the stock, the customer's rights and remedies and certain market and other information. Furthermore, the broker-dealer must make a suitability determination approving the customer for low-priced stock transactions based on the customer's financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing to the customer, obtain specific written consent from the customer, and provide monthly account statements to the customer. The effect of these restrictions will likely decrease the willingness of broker-dealers to make a market in our common stock, will decrease the liquidity of our common stock and will increase transaction costs for sales and purchases of our common stock as compared to other securities.

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

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	XBRL Taxonomy Extension Labels Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

THE STOCK MARKET IN GENERAL HAS EXPERIENCED VOLATILITY THAT OFTEN HAS BEEN UNRELATED TO THE OPERATING PERFORMANCE OF LISTED COMPANIES. THESE BROAD FLUCTUATIONS MAY BE THE RESULT OF UNSCRUPULOUS PRACTICES THAT MAY ADVERSELY AFFECT THE PRICE OF OUR STOCK, REGARDLESS OF OUR OPERATING PERFORMANCE.11

Shareholders should be aware that, according to SEC Release No. 34-29093 dated April 17, 1991, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. The occurrence of these patterns or practices could increase the volatility of our share price.SIGNATURES

WEPursuant DOto ~~NOT~~the ~~EXPECT~~requirements TOof ~~PAY~~the ~~DIVIDENDS~~Securities ~~FOR~~Exchange ~~THE~~Act ~~FORESEEABLE FUTURE~~of 1934, the ~~AND~~registrant WEhas ~~MAY~~duly ~~NEVER~~caused ~~PAY~~this ~~DIVIDENDS.~~report ~~INVESTORS~~to ~~SEEKING~~be ~~CASH~~signed ~~DIVIDENDS~~on ~~SHOULD~~its ~~NOT~~behalf ~~PURCHASE~~by ~~OUR~~the ~~COMMON~~undersigned ~~STOCK~~thereunto duly authorized.

We currently intend to retain any future earnings to support the development of our business and do not anticipate paying cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our Board of Directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. In addition, our ability to pay dividends on our common stock may be limited by Nevada state law. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize a return on their investment. Investors seeking cash dividends should not purchase our common stock.

	Amaru, Inc. (Registrant)

May 15, 2015	By:	/s/ Chua Leong Hin
		President, Chief Executive Officer and Chief Financial Officer

FUTURE SALES OF OUR COMMON STOCK COULD PUT DOWNWARD SELLING PRESSURE ON OUR COMMON STOCK, AND ADVERSELY AFFECT THE PER SHARE PRICE. THERE IS A RISK THAT THIS DOWNWARD PRESSURE MAY MAKE IT IMPOSSIBLE FOR AN INVESTOR TO SELL SHARES OF COMMON STOCK AT ANY REASONABLE PRICE, IF AT ALL.12

Future sales of substantial amounts of our common stock in the public market or the perception that such sales could occur, could put downward selling pressure on our common stock and adversely affect its market price.

THE OVER THE COUNTER BULLETIN BOARD IS A QUOTATION SYSTEM, NOT AN ISSUER LISTING SERVICE, MARKET OR EXCHANGE. THEREFORE, BUYING AND SELLING STOCK ON THE OTC BULLETIN BOARD IS NOT AS EFFICIENT AS BUYING AND SELLING STOCK THROUGH AN EXCHANGE. AS A RESULT, IT MAY BE DIFFICULT FOR YOU TO SELL YOUR COMMON STOCK OR YOU MAY NOT BE ABLE TO SELL YOUR COMMON STOCK FOR AN OPTIMUM TRADING PRICE.

The Over the Counter Bulletin Board (the "OTC BB") is a regulated quotation service that displays real-time quotes, last sale prices and volume limitations in over-the-counter securities. Because trades and quotations on the OTC Bulletin Board involve a manual process, the market information for such securities cannot be guaranteed. In addition, quote information, or even firm quotes, may not be available. The manual execution process may delay order processing and intervening price fluctuations may result in the failure of a limit order to execute or the execution of a market order at a significantly different price. Execution of trades, execution reporting and the delivery of legal trade confirmations may be delayed significantly. Consequently, one may not be able to sell shares of our common stock at the optimum trading prices.

When fewer shares of a security are being traded on the OTC Bulletin Board, volatility of prices may increase and price movement may outpace the ability to deliver accurate quote information. Lower trading volumes in a security may result in a lower likelihood of an individual's orders being executed, and current prices may differ significantly from the price one was quoted by the OTC Bulletin Board at the time of the order entry. Orders for OTC Bulletin Board securities may be canceled or edited like orders for other securities. All requests to change or cancel an order must be submitted to, received and processed by the OTC Bulletin Board. Due to the manual order processing involved in handling OTC Bulletin Board trades, order processing and reporting may be delayed, and an individual may not be able to cancel or edit his order. Consequently, one may not be able to sell shares of common stock at the optimum trading prices.

The dealer's spread (the difference between the bid and ask prices) may be large and may result in substantial losses to the seller of securities on the OTC Bulletin Board if the common stock or other security must be sold immediately. Further, purchasers of securities may incur an immediate "paper" loss due to the price spread. Moreover, dealers trading on the OTC Bulletin Board may not have a bid price for securities bought and sold through the OTC Bulletin Board. Due to the foregoing, demand for securities that are traded through the OTC Bulletin Board may be decreased or eliminated.

WE GENERATED A NET LOSS OF $892,161 AND $853,853 BEFORE TAXES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013, RESPECTIVELY. WE MAY BE UNABLE TO CONTINUE AS A GOING CONCERN.

Our consolidated financial statements have been prepared on a going concern basis which assumes that we will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future. We generated a consolidated loss before taxes of $892,161 for the nine months ended September 30, 2014 compared to a consolidated net loss before taxes of $853,853 during same period ended 2013. We utilized cash in operating activities of $799,411 and $182,916 for the nine months ended September 30, 2014 and 2013, respectively. For the nine months ended September 30, 2014, we had an accumulated deficit of $43,519,372 and a working capital deficiency of $3,188,795 compared to an accumulated deficit of $42,759,864 and a working capital deficiency of $3,107,722 for the year ended December 31, 2013. At September 30, 2014, we had a stockholders' deficit of $3,156,945 compared to a stockholders' deficit of $3,104,784 as at December 31, 2013. Our ability to continue as a going-concern is in substantial doubt as it is dependent on a number of factors including, but not limited to, the receipt of continued financial support from our investors, our ability to raise equity or debt financing as we need it, whether we will be able to use our securities to meet certain of our liabilities as they become due and eventually achieve and maintain profitability. The outcome of these matters is dependent on factors outside of our control and cannot be predicted at this time.

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

As of October 16, 2014, the Company issued a total of 2,280,000 shares of preferred stock through its private placement of shares of Series B Convertible Preferred Stock at a purchase price of $0.10 per share for a total amount of $228,000, to an "accredited investor", as that term is defined in Regulation D of the Securities Act of 1933. Each share of Series B Convertible Preferred Stock is convertible into ten (10) shares of common stock.

The total proceeds were used for the working capital of the Company. The shares of the Company's preferred stock in the above private placement were issued and sold in reliance upon the exemption provided by Section 4(2) and/or Regulation D/Regulation S of the Securities Act of 1933. Appropriate investment representations were obtained and the securities were issued with restrictive legends.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4: MINE SAFETY DISCLOSURES

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
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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)
November 13, 2014	By:	/s/ Chua Leong Hin
		President, Chief Executive Officer and Chief Financial Officer

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