AMRU Amaru Inc (CE)

 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 3, 2012

 

AMARU, INC.

(exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation)

 

000-32695	88-0490089
Commission File Number	IRS Employer Identification Number

 

62 CECIL STREET, #06-00 TPI BUILDING, SINGAPORE 049710

(Address of principal executive offices)

 

Registrant's telephone number, including area code: (65) 6332 9287

 

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):

 

|_| 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 4.01.

Changes in Registrant’s Certifying Accountant.

 

On February 3, 2011, Amaru, Inc., a Nevada corporation (the "Registrant" or the “Company”), received a notice from its independent registered public accounting firm, Mendoza Berger & Company, LLP (“Mendoza Berger”) , that they had resigned due to a change in the firm’s organization structure, effective as of that date.

 

a)	Resignation of Current Independent Registered Public Accounting Firm.

 

i.

On February 3, 2012, Mendoza Berger resigned as the Company’s current independent registered public accounting firm.

 

ii.

The Company’s Board of Directors accepted such resignation on February 6, 2012.

 

iii.

Mendoza Berger’s audit reports on the financial statements of the Company for the years ended December 31, 2010 and 2009 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, other than an explanatory paragraph regarding the Company’s ability to continue as a going concern.

 

iv.

Since July 21, 2008, the date the Company engaged Mendoza Berger as the Company’s independent registered public accounting firm in connection with Mendoza Berger’s audits of the Company’s annual financial statements as of and for the fiscal years ended December 31, 2010, 2009 and 2008, respectively, and Mendoza Berger’s reviews of the Company’s quarterly interim unaudited financial information from September 30, 2008 through September 30, 2011 (last quarterly period under review by Mendoza Berger on Form 10-Q filed by the Company on November 14, 2011 prior to Mendoza Berger’s resignation) through the date of resignation on February 3, 2012, there were no disagreements on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused Mendoza Berger to make reference in connection with Mendoza Berger’s opinion to the subject matter of the disagreement.

 

v.

In connection with the audited financial statements of the Company for the years ended December 31, 2010 and 2009 and quarterly interim unaudited financial information from March 31, 2010 through September 30, 2011 and through the date of Mendoza Berger’s resignation on February 3, 2012, there have been no reportable events with the Company as set forth in Item 304(a)(1)(v) of Regulation S-K.

 

	vi.	The Company provided Mendoza Berger with a copy of this Current Report on Form 8-K and requested that Mendoza Berger furnished it with a letter addressed to the SEC stating whether or not they agree with the above statements. The Company has received the requested letter from Mendoza Berger, and a copy of such letter is filed as Exhibit 16.1 to this Current Report on Form 8-K
(b)	Engagement of New Independent Registered Public Accounting Firm.

 

On February 8, 2012, the Company retained Wilson Morgan LLP as the Company’s new independent registered public accounting firm. This engagement was approved by the Board of Directors. During the years ended December 31, 2010 and 2009 and any subsequent interim period through the date hereof, the Registrant has not consulted with Wilson Morgan LLP regarding the application of accounting principles related to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements or as to any disagreement or reportable event as described in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K under the Securities Act of 1933, as amended.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits.

 

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

 

Exhibit No.			Description
	16.1		Letter from Mendoza Berger & Company, LLP, dated March 26, 2012

 

 

 

 

 

 

SIGNATURES

 

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

 

 

	AMARU, INC.
Dated: March 26, 2012	By:	/s/ Chua Leong Hin
		Chua Leong Hin
		President