AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 9, 2005
REGISTRATION NO. 333-____________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Amaru, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
NEVADA 88-0490089
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
112 Middle Road, #08-01 Middland House
Singapore 188970
(Address of Principal Executive Offices, Including Zip Code)
2004 Equity Compensation Plan
(Full Title of the Plan)
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Colin Binny, President
112 Middle Road, #08-01 Middland House
Singapore 188970
Tel.(65) 6332 9287
(Name, Address, and Telephone Number of Agent for Service)
COPIES TO:
Iwona J. Alami, Esq.
Law Offices of Iwona J. Alami
620 Newport Center Drive, Suite 1100
Newport Beach, California 92660
(949) 760-6880
CALCULATION OF REGISTRATION FEE
Proposed
Title of securities Amount Proposed Maximum Amount of
to be to be Maximum Offering Aggregate Registration
Registered Registered Price per share Offering Price Fee(1)
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Common Stock, 3,000,000(1) shares $2.00(2) $6,000,000 $706.20
$0.001 par value,
issuable under
Equity Compensation
Plan
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Total 3,000,000 $6,000,000 $706.20
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(1) Calculated in accordance with General Instruction E to Form S-8.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933 on the basis of the
average of the bid price of $0.00 and asked price of $4.00 of the Registrant's
common stock as of November 4, 2005.
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
INFORMATION REQUIRED PURSUANTTO
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GENERAL INSTRUCTION E TO FORM S-8
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GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of increasing the
number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective. Registrant's Form S-8 Registration
Statements filed with the Securities and Exchange Commission on July 7, 2004
(File No. 333-117189)is hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Amaru, Inc. (the
"Registrant") are incorporated by reference:
(i) the Registrant's registration statement on Form 10-SB, as amended,
the Registrant's annual report on Form 10-KSB for the fiscal year ended December
31, 2003, the annual report on Form 10-KSB for the year ended December 31, 2004,
and quarterly reports on Form 10-QSB for the quarters ended March 31, 2005 and
June 30, 2005 filed pursuant to Section 13(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act");
(ii) the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 10-SB, filed pursuant to Section
12(g) of the Exchange Act, including any amendment or report subsequently filed
by the Registrant for the purpose of updating that description.
In addition, any document filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date hereof, but prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all shares of the Registrant's
Common Stock registered hereunder have been sold or that deregisters all such
shares of Common Stock then remaining unsold, will be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
documents.
ITEM 8. EXHIBITS
3.1 Articles of Incorporation*
3.2 Bylaws*
*4.1 Specimen Common Stock Certificate (incorporated by reference to the
Registrant's Registration Statement on Form 10-SB).
4.3 2004 Equity Compensation Plan.**
5.1 Opinion of counsel as to legality of securities being registered
23.1 Consent of Mendoza Berger and Company, LLP Certified Public Accountants
23.2 Consent of Legal Counsel (included in Exhibit 5).
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* Previously filed with the Securities Exchange Commission as exhibits to
registration statement on Form 10-SB, as amended.
** Previously filed as an exhibit to Schedule 14C.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that is meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Singapore, on November 9, 2005.
Amaru, Inc.
/s/ Colin Binny
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By: Colin Binny
Its: President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Colin Binny President and Director
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Colin Binny