UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): ~~February~~March 45, 2015

Aurios Inc.

(Exact name of registrant as specified in its charter)

000-53643

(Commission File Number)

Arizona

26-0685980

(State or other jurisdiction

of Incorporation)

(I.R.S. Employer

Identification No.)

15941 N. 77^thStreet, Suite #4

Scottsdale, AZ 85260

(Address of principal executive offices)

~~602~~(480) 998-~~321-1313~~2943

(Registrant’s telephone number, including area code)

Copies of all communications, including all communications sent to the agent for service, should be sent to:

Blair Krueger, Esq.

Krueger LLP

OTC Attorneys, LLC

5575 La Jolla Boulevard

La Jolla, California 92037

Telephone: (858) 405-7385

blair@OTCattorneys.com

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~All 4statements contained in this Current Report or the exhibits furnished with this Current Report, other than statements of historical fact, are forward-looking statements.01 ~~Changes~~These statements speak only as of the date of this Current Report and are based on our current plans and expectations, and they involve risks and uncertainties that could cause actual future events or results to be different than those described in ~~Registrant’s~~or ~~Certifying~~implied ~~Accountant~~by such forward-looking statements. These risks and uncertainties include those relating to: market acceptance of our products and services; length of sales and implementation cycles for our products and services; our relationships with customers and strategic partners; difficulties in integrating acquired businesses; changes in economic, political or regulatory conditions or other trends affecting the internet finance and lending industries; and our ability to attract and retain qualified personnel. Further information about these matters can be found in our Securities and Exchange Commission filings. Except as required by applicable laws or regulations, we do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances.

~~Previous independent~~Item ~~registered~~1.01. ~~public~~Entry ~~accounting~~into ~~firm~~a Material Definitive Agreement

On ~~February~~ 4March 5, 2015, Aurios, Inc., ~~(the~~an Arizona corporation (“~~Registrant~~Aurios”), orits ~~the~~wholly-owned Nevada subsidiary corporation, ZipRemit Credit Corp. (“~~Company~~ZipRemit Sub”), ~~notified~~and ~~Semple~~iPayMobil, ~~Marchal~~Inc., ~~and~~an ~~Cooper,~~Arizona ~~LLP~~corporation (“iPayMobil”), ~~Certified~~entered into ~~Public~~a ~~Accountants~~Merger Agreement and Plan of Reorganization (the “~~SMC~~Merger Agreement”). The Merger Agreement provides that itZipRemit Sub, ~~was~~a ~~dismissed~~wholly-owned assubsidiary ~~the~~of ~~Registrant’s~~Aurios ~~independent~~shall ~~registered~~merge ~~public~~with ~~accounting firm.~~and ~~The~~into ~~decision~~iPayMobil, towith ~~dismiss SMC~~iPayMobil continuing as the ~~Company’s~~surviving ~~independent~~subsidiary (the ~~registered~~“Merger”). ~~public~~Thereafter, ~~accounting~~iPayMobil ~~firm~~shall ~~was~~operate ~~approved~~as bya wholly-owned subsidiary of Aurios. In the Merger, each outstanding ~~Company’s~~share ~~Board~~of iPayMobil common stock (and common stock equivalents) shall be converted, respectively, into one share of ~~Directors.~~Aurios ~~Except~~common stock as(or ~~noted~~common instock equivalents) under the ~~paragraph~~terms ~~immediately~~of the Aurios Amended Articles described below. All outstanding warrants, options ~~the~~or ~~reports~~debt conversion rights of ~~SMC~~ iPayMobil shall be exchanged and converted into warrants, options or debt conversion rights of Aurios on equal terms. Prior to the ~~Company’s~~closing of the Merger, Aurios may issue additional shares of Aurios common stock to certain ~~financial~~accredited ~~statements~~investors who subscribe for ~~the~~shares ~~years~~of ~~ended~~Aurios ~~December~~common ~~31,~~stock ~~2013~~currently being offered only to accredited investors through a private placement memorandum. Shares of Aurios common stock currently outstanding will remain outstanding and ~~2012~~will ~~did~~remain ~~not~~unchanged due ~~contain~~to anthe ~~adverse~~Merger. ~~opinion~~Prior orto ~~disclaimer~~closing of ~~opinion~~the Merger, Aurios shall change its name to “ZipRemit, Inc.” and, upon closing of the Merger, the surviving subsidiary shall continue with the name “ZipRemit Credit Corp.”, and ~~such~~nominees ~~reports~~of ~~were~~iPayMobil shall ~~not~~assume ~~qualified~~control orof ~~modified~~Aurios’ board of directors. A copy of the press release announcing the Merger is filed as Exhibit 99.1 to ~~uncertainty,~~this ~~audit~~Current ~~scope,~~Report orand ~~accounting~~is ~~principle~~incorporated herein by reference.

The Merger ~~reports~~Agreement contains customary representations, warranties and covenants that the parties made to each other, including, among others, covenants by each of ~~SMC~~Aurios onand iPayMobil to conduct its business in the ~~Company’s~~ordinary ~~financial~~course ~~statements~~between the signing of the Merger Agreement and completion of the Merger, and to maintain and preserve its business organizations and relationships during such period, except as contemplated by the Merger Agreement. A copy of the Merger Agreement is filed as Exhibit 2.1 to this Current Report, and ~~for~~is incorporated herein by reference, in order to provide investors and stockholders with information regarding the terms ~~years~~of ~~ended~~the ~~December~~Merger 31Agreement and is not intended to be, ~~2013~~and should not be relied upon as, disclosures regarding any facts or circumstances relating to Aurios or iPayMobil. The representations and ~~2012~~ warranties contained ~~explanatory~~ in the Merger Agreement have been ~~paragraphs~~negotiated with the principal purpose of establishing the circumstances in which ~~noted~~either ~~that~~party ~~there~~may ~~was~~have ~~substantial~~the ~~doubt~~right asnot to consummate the ~~Company’s~~Merger, ~~ability~~or a party may have the right to ~~continue~~terminate asthe aMerger ~~going~~Agreement, ~~concern~~if asthe representations and warranties of the other ~~Company~~party ~~has~~prove ~~incurred~~to ~~significant~~be ~~losses~~untrue due to a change in circumstance or otherwise, and ~~experienced~~allocates ~~negative~~risk ~~cash~~between ~~flow~~the ~~since~~parties, ~~its~~rather ~~inception~~than establishing matters as facts. In addition, the representations and ~~has~~warranties contained in the Merger Agreement may also be subject to a ~~working~~contractual standard ~~capital~~of ~~deficit~~materiality different from those generally applicable to investors.

~~During the~~Additional ~~years~~Information ~~ended~~about ~~December~~the ~~31,~~Proposed ~~2013~~Transaction and ~~2012~~Where and the subsequent interim period January 1, 2014 through February 4, 2015, the Company has not had any disagreements with SMC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to ~~SMC’s~~ ~~satisfaction,~~Find ~~would have caused them to make reference thereto in their reports on the Company’s financial statements for such periods.~~It:

~~As previously~~In ~~reported~~connection inwith the ~~Company’s~~proposed ~~Annual Report on Form 10-K for the fiscal year ended December 31~~Merger, ~~2012,~~Aurios ~~management~~and ~~concluded~~iPayMobil ~~that as~~will ~~of December 31~~file, ~~2012,~~with the Company’s internal control over financial reporting was not effective and that the Company had material weaknesses (1) in the Company’s internal controls due to a lack of sufficient personnel with requisite accounting and financial reporting competenciesSEC, ~~and (2) in the Company’s internal controls due to~~ an ~~insufficient level~~information ~~of oversight in the financial~~ statement/prospectus ~~reporting requirements for public companies. Further,~~ as ~~previously reported~~part inof ~~the~~a ~~Company’s Annual Report on~~ Form 10 8-K ~~for~~or ~~the~~Form ~~fiscal~~14C ~~year~~public ~~ended~~report ~~December 31,~~regarding ~~2013, management concluded that as of December 31, 2013,~~ the ~~Company’s~~proposed ~~internal~~transaction. ~~control~~Investors ~~over~~and ~~financial~~stockholders ~~reporting~~are ~~was~~urged ~~still~~to ~~not~~read ~~effective~~the ~~despite~~information ~~the~~statement/prospectus ~~belief~~because ~~that~~it ~~the~~will ~~Company~~contain ~~does~~important ~~not~~information ~~believe~~about ~~that~~Aurios ~~this~~and ~~material~~iPayMobil ~~weakness resulted in deficient financial reporting because the Company~~ and ~~management have worked through~~ the ~~audit~~proposed ~~process to review its financial transactions to assure compliance with professional standards~~transaction. ~~The Company has taken steps to remediate these material weaknesses through the hiring of a Chief Financial Officer~~Investors and anstockholders ~~outside~~may ~~consultant~~obtain ~~with~~a ~~the~~free ~~necessary~~copy ~~competencies.~~of ~~During~~ the ~~years~~definitive ~~ended~~information ~~December~~statement/prospectus ~~31, 2013~~ and ~~2012~~other ~~and~~documents ~~the~~when ~~subsequent interim~~filed ~~period~~by ~~January 1, 2014 through February 4, 2015, there were no reportable events, as defined in Item 304(a)(1)(v)~~Aurios ofand ~~Regulation S-K~~iPayMobil ~~except~~with ~~that SMC advised~~ the ~~Company~~SEC ~~that,~~at ~~because~~www.sec.gov. ofInvestors ~~the~~and ~~effect~~stockholders ofare ~~the~~urged ~~material~~to ~~weaknesses~~read ~~described above,~~ the ~~Company~~information ~~may have ineffective internal control over financial reporting as of December 31, 2012 and December 31,~~statement/prospectus ~~2013. The Company’s former officer~~ and ~~director,~~other ~~Mr.~~relevant ~~Paul~~material ~~Attaway,~~when ~~discussed~~they ~~these~~become ~~material~~available ~~weaknesses~~before inmaking ~~the~~any ~~Company’s internal~~voting ~~control~~or ~~over~~investment ~~financial~~decisions ~~reporting~~ with ~~SMC.~~respect ~~The Company’s management has authorized SMC~~ to ~~respond fully to~~ the ~~inquiries~~ ~~of the successor accountant of the Company concerning these reportable events~~Merger.

The Company provided SMC with a copy of this disclosure set forth under this Item 4.01 and was requested to furnish a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the above statements.

A copy of the letter from SMC is attached hereto as Exhibit 16.1

~~New~~Participants ~~independent~~in ~~registered~~the ~~public accounting firm~~Merger

~~On February~~Aurios, 3iPayMobil, ~~2015~~their ~~(the~~directors ~~“Engagement~~and ~~Date”),~~certain officers may be considered participants in the ~~Company~~solicitation ~~engaged~~of ~~PLS~~certain ~~CPA’s,~~proxies Ain ~~PROFESSIONAL~~connection with ~~CORP~~the proposed transaction. ~~(“PLS”)~~Information ~~as its~~about ~~independent~~the ~~registered~~directors ~~public~~and ~~accounting~~officers ~~firm~~of ~~for~~Aurios and iPayMobil and their respective interests in the ~~Company’s~~proposed ~~fiscal~~transaction ~~year~~will ~~ended~~be ~~December~~set ~~31,~~forth ~~2014.~~or ~~The~~incorporated ~~decision~~by toreference in the information statement/prospectus that Aurios ~~engage~~and ~~PLS~~iPayMobil aswill file with the ~~Company’s~~SEC ~~independent~~in ~~registered~~connection ~~public~~with ~~accounting~~the ~~firm~~proposed ~~was~~Merger. ~~approved~~Investors bymay ~~the~~obtain ~~Audit~~additional ~~Committee~~information regarding the interests of such participants by reading the ~~Company’s Board~~proxy ofstatement/prospectus ~~Directors~~when it becomes available.

~~During~~Item ~~the two~~8.01. ~~most~~Other ~~recent fiscal years and through the Engagement Date, the Company has not consulted with PLS regarding either:~~Events

The board of directors (1the “Board”) announced today that Aurios has approved an amendment to the ~~application~~Company’s Articles of ~~accounting~~Incorporation ~~principles~~to (i) increase the Company’s authorized capital stock to ~~any~~200 ~~specified~~million ~~transaction~~shares, ~~either~~and ~~completed~~(ii) orchange ~~proposed~~the Company’s name to “ZipRemit, orInc.” ~~the~~(“Aurios ~~type~~Amended Articles”). ZipRemit is registered trademark (“ZipRemit™”) of ~~audit~~iPayMobil, Inc. The Board authorized a resolution to provide the Board, in its sole and absolute discretion, the authority ~~opinion~~to ~~that~~either ~~might~~undertake bea ~~rendered~~reverse onstock split of the Company’s ~~financial~~capital ~~statements,~~stock (both common and ~~neither~~preferred) at a ~~written~~ratio ~~report~~of ~~was~~between 1-for-1,000 ~~provided~~and 1-for-2 at any time on or prior to April 2, 2016 (the “Reverse Stock Split”), or to not complete the ~~Company~~Reverse ~~nor~~Stock ~~oral~~Split. ~~advice~~A ~~was~~copy ~~provided~~of ~~that~~the ~~PLS~~Aurios ~~concluded~~Amended ~~was~~Articles anis ~~important~~filed ~~factor~~as ~~considered~~Exhibit by2.2 to this Current Report. These corporate actions are not dependent on the ~~Company~~Merger. inEach ~~reaching~~of these actions is scheduled for approval by a majority of the stockholders of Aurios at ~~decision~~its as2014-2015 toAnnual ~~any~~Meeting ~~accounting,~~of ~~auditing~~Shareholders orof ~~financial~~Aurios ~~reporting~~scheduled ~~issue;~~to orbe held on April 6, 2015.

~~(2) any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of~~ Item ~~304~~9.01. ofFinancial ~~Regulation S-K~~Statements and ~~the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).~~Exhibits

~~ITEM~~(d) 9Exhibits.~~01.~~ ~~FINANCIAL~~The ~~STATEMENTS~~following ~~AND~~exhibits ~~EXHIBITS~~are or will be filed herewith:

(d) Exhibits.

Exhibit Number		Description

2.1		Merger Agreement and Plan of Reorganization dated March 5, 2015 by and among Aurios Inc., ZipRemit Credit Corp. and iPayMobil, Inc.
2.2		Amended Articles of Incorporation of Aurios Inc.
99.1		Press Release dated March 5, 2015 regarding the Merger

Exhibit No.		Description of Exhibit
16.1		Letter from Semple, Marchal and Cooper, LLP (filed herewith).

~~SIGNATURES~~SIGNATURE

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

	AURIOS INC.
	AURIOS, INC.
Dated: February 9, 2015	By:	/s/ Andrew M. Ling
Dated: March 5, 2015	By:	/s/ Andrew M. Ling
	Name:	Andrew M. Ling
		Andrew M. Ling
	Title:	President and Chief Executive Officer
		President

EXHIBIT INDEX

Exhibit Number		Description

2.1		Merger Agreement and Plan of Reorganization dated March 5, 2015 by and among Aurios Inc., ZipRemit Credit Corp. and iPayMobil, Inc.
2.2		Amended Articles of Incorporation of Aurios Inc.
99.1		Press Release dated March 5, 2015 regarding the Merger

Filing Compare · Aurios Inc.