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): ~~March~~April 524, 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)

~~(480) 998~~602-~~2943~~818-2596

(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~~4786 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))

~~All statements~~Item ~~contained in this Current Report or the exhibits furnished with this Current Report, other than statements of historical fact, are forward-looking statements~~1. 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 or implied by such forward-looking statements01. ~~These~~ENTRY ~~risks~~INTO ~~and~~A ~~uncertainties~~MATERIAL ~~include~~DEFINITIVE 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.AGREEMENT

~~Item~~As previously 1reported on Form 8-K, Current Report, dated May 2, 2014, the Company entered into a Debt Payment and Stock Issuance Agreement with iPayMobil (the “May 2014 Agreement”).01 Pursuant to the May 2014 Agreement, the Company issued 919,500 shares of the Company’s Common Stock to iPayMobil in exchange for the indirect payments by iPayMobil in satisfaction of Company debts and liabilities amounting to $140,000. ~~Entry~~As ~~into~~part of the May 2014 Agreement, Mr. Paul Attaway, our former President, Chief Executive Officer, Chief Financial Officer, and Director, Mr. Ira Gaines, a ~~Material~~holder ~~Definitive~~of greater than 5% of the Company’s common stock, Chris Hoffman, Esq., a holder of greater than 5% of the Company’s common stock, and Mr. Timothy Louis, our former Secretary and Director, provided Mr. Andrew M. Ling and Mr. Gary F. Pryor, our current President, Chief Executive Officer, and Director and our current Chief Financial Officer and Director of the Company, an irrevocable proxy to vote their shares as they see fit. As a result, iPayMobil, its principals, control stockholders’, Messrs. Ling and Pryor, acquired voting control of the Company. The irrevocable proxies were limited to a term of one year from the date the May 2014 Agreement was entered into. The irrevocable proxies as of May 24, 2015 have been mutually extended until December 31, 2015 by all parties involved.

OnThe ~~March~~May 5,2014 ~~2015,~~Agreement ~~Aurios Inc., an Arizona corporation (“Aurios”), its wholly-owned Nevada subsidiary corporation, ZipRemit Credit Corp. (“ZipRemit Sub”),~~ and ~~iPayMobil,~~irrevocable ~~Inc.,~~proxies andescribed ~~Arizona~~above ~~corporation~~were ~~(“iPayMobil”),~~structured ~~entered~~in ~~into a~~this ~~Merger~~manner ~~Agreement~~as ~~and~~Section ~~Plan~~1004 of ~~Reorganization~~Title ~~(the~~10 ~~“Merger Agreement”). The Merger Agreement provides that ZipRemit Sub, a wholly-owned subsidiary~~ of ~~Aurios shall merge with and into iPayMobil, with iPayMobil continuing as~~ the ~~surviving subsidiary~~Arizona ~~(the~~Revised ~~“Merger”).~~Statutes ~~Thereafter,~~requires ~~iPayMobil shall operate as~~ a ~~wholly-owned~~majority ~~subsidiary~~vote of ~~Aurios. In~~ the ~~Merger,~~issued ~~each~~and outstanding ~~share~~ ofcapital ~~iPayMobil common~~ stock ~~(and~~approval ~~common~~in ~~stock~~order ~~equivalents)~~for ~~shall~~the beCompany ~~converted,~~to ~~respectively, into one share of Aurios common~~amend ~~stock~~its ~~(or~~Articles ~~common stock equivalents) under the terms~~ of ~~the Aurios Amended Articles described below~~Incorporation. ~~All~~This ~~outstanding~~amendment ~~warrants, options~~is orrequired ~~debt~~to ~~conversion~~create ~~rights of iPayMobil shall be exchanged~~ and ~~converted~~issue ~~into~~the ~~warrants,~~required ~~options~~number ~~or debt conversion rights~~ of ~~Aurios~~shares ~~on equal terms. Prior to the closing~~ of the ~~Merger, Aurios may issue additional shares of Aurios common stock to certain~~Company’s ~~accredited~~capital ~~investors who subscribe for shares of Aurios common~~ stock, ~~currently~~particularly ~~being~~its ~~offered~~Common ~~only~~Stock, toas ~~accredited~~contemplated ~~investors~~in ~~through a~~Proposal ~~private placement memorandum~~1. ~~Shares~~Through ~~of Aurios common stock currently outstanding will remain outstanding and will remain unchanged due to~~ the ~~Merger.~~completion ~~Prior to closing~~ of the Merger, ~~Aurios~~announced ~~shall~~on current ~~change~~report ~~its~~Form ~~name to “ZipRemit~~8-K, ~~Inc.”~~dated ~~and~~March 5, ~~upon~~2015 ~~closing of~~we ~~the~~announced ~~Merger,~~ the ~~surviving~~pending ~~subsidiary~~acquisition ~~shall~~of ~~continue with~~ the ~~name~~operating ~~“ZipRemit Credit Corp.”~~business, ~~and~~thereby ~~nominees~~ceasing ~~of iPayMobil~~the ~~shall assume control of Aurios~~Company’s ~~board~~status ~~of directors. A copy of the press release announcing the Merger is filed~~ as ~~Exhibit 99.1~~a to“shell ~~this Current Report and is incorporated herein by reference~~company”.

The Merger Agreement contains customary representations, warranties and covenants that the parties made to each other, including, among others, covenants by each of Aurios and iPayMobil to conduct its business in the ordinary course 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~~revised ~~Agreement~~irrevocable isproxies ~~filed~~are asattached Exhibit 2.1 to this Current Report, and is incorporated herein by reference, in order to provide investors and stockholders with information regarding the terms of the Merger Agreement and is not intended to be, and should not be relied upon as, ~~disclosures~~an ~~regarding any facts or circumstances relating to Aurios or iPayMobil~~exhibit. ~~The~~As ~~representations and warranties contained in the Merger Agreement have been negotiated with the principal purpose~~ of ~~establishing~~ the ~~circumstances~~date ~~in which either party may have the right not to consummate the Merger, or a party may have the right to terminate the Merger Agreement, if the representations and warranties~~ of ~~the~~this ~~other party~~report ~~prove to be untrue due to a change in circumstance or otherwise, and allocates risk between~~ the ~~parties,~~Company ~~rather~~obtained ~~than establishing matters as facts. In addition,~~ the ~~representations and warranties contained in the Merger Agreement may also be subject to a contractual~~signatures ~~standard of materiality different~~ from ~~those~~each ~~generally~~proxy ~~applicable to investors~~holder.

Additional Information about the Proposed Transaction and Where to Find It:

In connection with the proposed Merger, Aurios and iPayMobil will file, with the SEC, an information statement/prospectus as part of a Form 8-K or Form 14C public report regarding the proposed transaction. Investors and stockholders are urged to read the information statement/prospectus because it will contain important information about Aurios and iPayMobil and the proposed transaction. Investors and stockholders may obtain a free copy of the definitive information statement/prospectus and other documents when filed by Aurios and iPayMobil with the SEC at www.sec.gov. Investors and stockholders are urged to read the information statement/prospectus and other relevant material when they become available before making any voting or investment decisions with respect to the Merger.

Participants in the Merger

Aurios, iPayMobil, their directors and certain officers may be considered participants in the solicitation of certain proxies in connection with the proposed transaction. Information about the directors and officers of Aurios and iPayMobil and their respective interests in the proposed transaction will be set forth or incorporated by reference in the information statement/prospectus that Aurios and iPayMobil will file with the SEC in connection with the proposed Merger. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus when it becomes available.

Item 8.01. Other Events

The board of directors (the “Board”) announced today that Aurios has approved an amendment to the Company’s Articles of Incorporation to (i) increase the Company’s authorized capital stock to 200 million shares, and (ii) change the Company’s name to “ZipRemit, Inc.” (“Aurios Amended Articles”). ZipRemit is registered trademark (“ZipRemit™”) of iPayMobil, Inc. The Board authorized a resolution to provide the Board, in its sole and absolute discretion, the authority to either undertake a reverse stock split of the Company’s capital stock (both common and preferred) at a ratio of between 1-for-1,000 and 1-for-2 at any time on or prior to April 2, 2016 (the “Reverse Stock Split”), or to not complete the Reverse Stock Split. A copy of the Aurios Amended Articles is filed as Exhibit 2.2 to this Current Report. These corporate actions are not dependent on the Merger. Each of these actions is scheduled for approval by a majority of the stockholders of Aurios at its 2014-2015 Annual Meeting of Shareholders of Aurios scheduled to be held on April 6, 2015.

Item 9.01.

Financial Statements and Exhibits

(d)	Exhibits. The following exhibits are or will be filed herewith:

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.
10-3		Amended Irrevocable Proxies Attached to Debt Payment and Stock Issuance Agreement dated as of May 2, 2014 by and among Aurios Inc., Paul Attaway, Ira J. Gaines, Christian Hoffman, III, and iPayMobil, Inc.
2.2		Amended Articles of Incorporation of Aurios Inc.
99.1		Press Release dated March 5, 2015 regarding the Merger

SIGNATURE

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.

	AURIOS, INC.
Dated: March 5, 2015	By:	/s/ Andrew M. Ling
Dated: April 28, 2015	By:	/s/ Andrew M. Ling
		Andrew M. Ling
		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.
10-3		Amended Irrevocable Proxies Attached to Debt Payment and Stock Issuance Agreement dated as of May 2, 2014 by and among Aurios Inc., Paul Attaway, Ira J. Gaines, Christian Hoffman, III, 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.