Attached files

file filename
EX-32 - EXHIBIT 32 - AuraSound, Inc.ex32.htm
EX-31.2 - EXHIBIT 31-2 - AuraSound, Inc.ex31-2.htm
EX-31.1 - EXHIBIT 31-1 - AuraSound, Inc.ex31-1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

(Amendment No. 2)

 

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

 

For the quarterly period ended March 31, 2011

 

OR

 

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

 

Commission File Number: 000-51543

 

AuraSound, Inc.
(Exact name of registrant as specified in its charter)

 

Nevada   20-5573204
(State or other jurisdiction of incorporation or   (I.R.S. Employer Identification No.)
organization)    

 

2850 Red Hill Avenue, Santa Ana, California   92705
(Address of principal executive offices)   (Zip Code)

 

(949) 829-4000
(Registrant’s telephone number, including area code)

(Former name, address, and fiscal year if changed since last report)

 

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.  S Yes £ No

 

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 £ No

 

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 Filer £ Accelerated Filer £
Non-accelerated Filer £ Smaller Reporting Company S

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). £ Yes S No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

As of May 4, 2011, there were 16,644,039 shares of Common Stock, $0.01 par value per share, issued and outstanding.

 

 

 

 

 

Explanatory Note

We are filing this Amendment No. 2 (this “Form 10-Q/A”) to our Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2011, originally filed with the Securities and Exchange Commission (the “SEC”) on May 5, 2011, as amended August 11, 2011 (the “Form 10-Q”), in order to include the certification required under Item 307 of Regulation S-K stating our conclusion with respect to the effectiveness of our disclosure controls and procedures.

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, each item of the Form 10-Q that is amended by this Form 10-Q/A is restated in its entirety, and this Form 10-Q/A is accompanied by currently dated certifications on Exhibits 31.1, 31.2 and 32 by our Chief Executive Officer and Chief Financial Officer.

Except as expressly set forth in this Form 10-Q/A, we are not amending any other part of the Form 10-Q. This Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q or modify or update any related or other disclosures, including forward-looking statements, unless expressly noted otherwise. Accordingly, this Form 10-Q/A should be read in conjunction with the Form 10-Q and with our other filings made with the SEC subsequent to the filing of the Form 10-Q, including any amendments to those filings.

2
 

 

PART I—FINANCIAL INFORMATION

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching our desired disclosure control objectives.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of March 31, 2011, the end of the period covered by this quarterly report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, because of the material weakness in internal control over financial reporting discussed below, our disclosure controls and procedures were not effective as of March 31, 2011. In light of the material weakness as of March 31, 2011, we performed additional post-closing procedures and analyses in order to prepare the consolidated financial statements included in this report. As a result of these procedures and analyses, we believe our consolidated financial statements included in this report present fairly, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

Changes in Internal Control Over Financial Reporting

Except as described below, there were no changes in our internal control over financial reporting during the quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Remediation of Material Weakness

A material weakness is 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 our consolidated financial statements will not be prevented or detected on a timely basis. Following an evaluation of our internal control over financial reporting during the period ending December 31, 2010, we concluded that our internal control over financial reporting was not effective due to the existence of the following material weakness:

We did not design and maintain adequate internal controls over certain of our accounting methods, including our purchase accounting method related to our acquisition of ASI, our method of determining cost of sales and our method of calculating earnings per share.

During the three months ended March 31, 2011, we continued our efforts to address the material weakness in our internal control over financial reporting and the ineffectiveness of our disclosure controls and procedures. Our remediation plan includes the following actions:

• We instituted formal procedures and processes for booking invoices.   
• We created a system of checks and balances within our accounting and finance departments whereby persons holding different roles within such departments routinely check information prepared by others within such departments to confirm accuracy and completeness. 

 

3
 

  

• We continue to improve our daily communications with our overseas offices in order to ensure that we receive relevant financial and other information from such offices on a timely basis. 

• We hired a Senior Vice President of Finance with relevant financial and accounting skills with public company experience. 

 

Although our remediation efforts are continuing, the above material weakness will not be considered remediated until new controls over financial reporting are fully designed and operating effectively for an adequate period of time.

4
 

 

Part II—Other Information

Item 6. Exhibits

31.1 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934*
31.2 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934*
32 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14(b) / 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350*

* Filed herewith

 

5
 

 

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.

 

  AURASOUND, INC.
   
Dated: September 6, 2011 By:  /s/ Harald Weisshaupt
    Harald Weisshaupt
    President and Chief Executive Officer (Principal
    Executive Officer) 
     
  By: /s/ Harald Weisshaupt
    Harald Weisshaupt
    Chief Financial Officer (Principal Accounting and
    Financial Officer)

 

6