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EXCEL - IDEA: XBRL DOCUMENT - AuraSound, Inc.Financial_Report.xls
EX-32 - CERTIFICATION - AuraSound, Inc.ex32.htm
EX-31.1 - CERTIFICATION - AuraSound, Inc.ex31-1.htm
EX-31.2 - CERTIFICATION - AuraSound, Inc.ex31-2.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10 – K/A

(Amendment No. 1)

 

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

 

For the fiscal year ended June 30, 2011

 

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

 

For the transition period from ________________________ to _______________________

 

Commission file number 005-80848

 

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

 

Nevada   20-5573204

(State or other jurisdiction of incorporation or

organization)

  (I.R.S. Employer Identification No.)

 

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)

 

Securities registered under Section 12(b) of the Exchange Act: None

 

Securities registered under Section 12(g) of the Exchange Act:

 

Common Stock, $0.01 Par Value

(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. £ Yes   S   No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. £ Yes   S   No

 

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    o 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). S   Yes   £   No

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   S

 

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   x   No

 

As of December 31, 2010, the aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates was approximately $6,210,507.

 

As of September 29, 2011, the issuer had 16,629,654 shares of its common stock, $0.01 par value issued and outstanding.

 

 

 

 
 

  

Explanatory Note

  

We are filing this Amendment No. 1 (“Form 10-K/A”) to our Annual Report on Form 10-K for the Fiscal Year Ended June 30, 2011, originally filed with the Securities and Exchange Commission (the “SEC”) on October 13, 2011 (the “Form 10-K”) in order to file the interactive data files in XBRL format required by Rule 405 of Regulation S-T and Item 601 of Regulation S-K.

  

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, each item of the Form 10-K that is amended by this Form 10-K/A is restated in its entirety, and this Form 10-K/A is accompanied by currently dated certifications on Exhibits 31.1, 31.2, and 32.1 by our Chief Executive Officer and Chief Financial Officer.

  

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

 

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TABLE OF CONTENTS

 

    Page
Part IV    
Item 15. Exhibits and Financial Statement Schedules 4
     
Signatures   7

 

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ITEM 15. EXHIBITS.

 

Exhibit

Number

  Description
2.1   Amended and Restated Agreement and Plan of Share Exchange dated June 7, 2007 among AuraSound, Inc. and the shareholders of AuraSound, Inc. on the one hand, and Hemcure, Inc., Bartly J. Loethen and Synergy Business Consulting LLC, on the other hand.(1) 
     
3..1   Articles of Incorporation.(2)
     
3.2   By-Laws.(1)
     
4.1   Specimen Certificate of Common Stock.(3) 
     
4.2   Form of Warrant issued to GP Group, LLC.(4) 
     
4.3   Form of Warrant issued to former warrant holders of AuraSound.(4) 
     
4.4   Form of Warrant issued to investors in our Unit Offering closed on June 7, 2007.(1)
     
4.5   AuraSound, Inc. 12% Promissory Note, dated December 29, 2006, in the amount of $750,000 issued to Mapleridge Insurance Services.(4)
     
4.6   AuraSound, Inc. 10% Promissory Note, dated January 29, 2007, in the amount of $500,000 issued to Westrec Properties, Inc. & Affiliated Companies 401(k) Plan.(4) 
     
4..7   AuraSound, Inc. 12% Promissory Note, dated February 5, 2007, in the amount of $500,000 issued to Apex Investment Fund, Ltd.(4) 
     
4.8   AuraSound, Inc. 12% Promissory Note, dated April 2, 2007, in the amount of $500,000 issued to Clearview Partners, LLC.(4) 
     
4.9   AuraSound, Inc. 12% Promissory Note, dated February 14, 2007, in the amount of $200,000 issued to YKA Partners, Ltd.(4)
     
4.10   Warrant issued to Sunny World Associates Limited in conjunction with the completion of the asset purchase on July 31, 2010.(10)
     
4.11   Warrant issued to GGEC America, Inc. in conjunction with the securities purchase dated July 10, 2010.(10)
     
4.12   Warrant issued to GGEC America, Inc. in conjunction with the securities purchase dated July 10, 2010.(10)
     
4.13   Warrant issued to InSeat Solutions, LLC in conjunction with the debt conversion dated July 10, 2010.(10)

 

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10.1   $10.0 Accounts Receivable Credit Facility with Bank SinoPac(4) 
     
10.2   $2.0 million Letter of Credit Facility with Bank SinoPac(4)
     
10.3   Agreement to Convert Debt dated October 15, 2007 between the registrant and Arthur Liu(5)
     
10.4   Promissory Note dated March 3, 2008 in the amount of $461,080 in favor of InSeat Solutions, Inc.(7)
     
10.5   Nonbinding letter of intent dated October 7, 2008 between AuraSound, Inc. and GGEC America.(8)
     
10.6   Asset Purchase Agreement dated July 10, 2010 between AuraSound, Inc., ASI Holdings Limited and ASI Audio Technologies, Inc.(11)
     
10.7   Amendment No. 1 dated July 31, 2010 to Asset Purchase Agreement dated July 10, 2010 between AuraSound, Inc., ASI Holdings Limited and ASI Audio Technologies, Inc.(10)
     
10.8   Securities Purchase Agreement dated July 10, 2010 between AuraSound, Inc., GGEC America, Inc. and Guoguang Electric Company Limited.(10)
     
10.9   Manufacturing Agreement dated July 30, 2010 between AuraSound, Inc. and Guoguang Electric Company Limited.(10)+
     
10.10   Debt Conversion Agreement dated July 10, 2010 between AuraSound, Inc. and InSeat Solutions, LLC.(10)
     
10.11   Employment Agreement dated July 31, 2010 between AuraSound, Inc. and Harald Weisshaupt.(10)
     
10.12   Non-Competition Agreement dated July 31, 2010 between AuraSound, Inc. and Harald Weisshaupt.(10)
     
10.13   Lock-Up Agreement dated July 31, 2010 among AuraSound, Inc., Sunny World Associates Limited and Faithful Aim Limited.(10)
     
16.1   Letter from Kabani & Company, Inc., dated May 6, 2011, to the Securities and Exchange Commission regarding the change in certifying accountant.(9)
     
21   Subsidiaries of Registrant.** 
     
31.1   Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.(12) 
     
31.2   Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934.(12) 
     
32   Certification Pursuant to Rule 13a-14(b)/15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350.(12)
     
101.INS   XBRL Instance Document.(12)
     
101.SCH   XBRL Taxonomy Schema Document.(12)
     
101.CAL   XBRL Taxonomy Calculation Linkbase Document.(12)
     
101.LAB   XBRL Taxonomy Label Linkbase Document.(12)

 

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101.PRE   XBRL Taxonmy Presentation Linkbase Document.(12)

  

   

+ A portion of this document has been redacted in connection with a confidential treatment request.

** Previously filed.

(1) Incorporated by reference to the registrant’s Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2007.

(2) Incorporated by reference to the registrant’s Annual Report on Form 10-KSB for the period ended June 30, 2006 filed with the Securities and Exchange Commission on September 28, 2006.

(3) Incorporated by reference to Exhibit 3.1 to the registrant’s Form 10-SB12G/A filed with the Securities and Exchange Commission on October 17, 2005.

(4) Incorporated by reference to the registrant’s registration statement on Form SB-2, SEC file no. 333-144861, filed with the Securities and Exchange Commission on July 25, 2007.

(5) Incorporated by reference to the registrant’s Report on Form 8-K filed with the Securities and Exchange Commission on November 20, 2007.

(6) Incorporated by reference to the registrant’s Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2007.

(7) Incorporated by reference to the registrant’s Report on Form 8-K filed with the Securities and Exchange Commission on March 26, 2008.

(8) Incorporated by reference to the registrant’s Report on Form 8-K filed with the Securities and Exchange Commission on October 9, 2008.

(9) Incorporated by reference to the registrant’s Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2011.

(10) Incorporated by reference to the registrants Quarterly Report on Form 10-Q/A filed with the Securities and Exchange Commission on March 7, 2011.

(11) Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q/A filed with the Securities and Exchange Commission on October 11, 2011.

(12) Filed herewith.

  

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SIGNATURES

 

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  AURASOUND, INC.
     
Dated: October 18, 2011 By: /s/ Harald Weisshaupt
    Harald Weisshaupt
    President, Chief Executive Officer and Chief
Financial Officer
    (Authorized Signatory)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signatures   Title   Date
         
/s/ Danny Tsui   Director and Chairman of the Board   October 18, 2011
Danny Tsui        
         

 

/s/ Harald Weisshaupt

  Director, Chief Executive Officer, President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)   October 18, 2011
Harald Weisshaupt        
         
  /s/ Robert Tetzlaff   Director   October 18, 2011
Robert Tetzlaff        

 

/s/ Kobe Zhang   Director   October 18, 2011
Kobe Zhang        

 

/s/ William H. Kurtz   Director   October 18, 2011
William H. Kurtz        

 

/s/ Pete Andreyev   Director   October 18, 2011
Pete Andreyev        

 

* By: /s/ Harald Weisshaupt  
  Harald Weisshaupt  
  As Attorney-in-Fact  

 

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