Attached files

file filename
EX-32 - AuraSound, Inc.ex32.htm
EX-10.1 - AuraSound, Inc.ex10-1.htm
EX-31.1 - AuraSound, Inc.ex31-1.htm
EX-31.2 - AuraSound, Inc.ex31-2.htm

  

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

(Amendment No. 4)

 

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

 

For the quarterly period ended September 30, 2010

 

or

 

£    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: 000-51543

 

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, Suite 100,

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.

 

Common Stock, $0.01 par value per share: 11,504,835

 

 

 

 
 

 

Explanatory Note

 

We are filing this Amendment No. 4 on Form 10-Q/A (“Form 10-Q/A”) to our Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2010, originally filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2011, as amended by Amendment No. 1 on Form 10-Q/A filed with the SEC on March 7, 2011, Amendment No. 2 on Form 10-Q/A filed with the SEC on April 29, 2011 and Amendment No. 3 on Form 10-Q/A filed with the SEC on August 11, 2011 (collectively, the “Amended Form 10-Q”), in order to refile Exhibit 10.1 under Part II, Item 6, “Exhibits,” in response to comments received from the SEC staff.

 

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, each item of the Amended Form 10-Q that is further 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 32.1 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 Amended Form 10-Q. This Form 10-Q/A does not reflect events occurring after the filing of the Amended 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 Amended Form 10-Q and with our other filings made with the SEC subsequent to the filing of the Amended Form 10-Q, including any amendments to those filings.

 

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Part II—Other Information

 

Item 6. Exhibits

 

10.1 Asset Purchase Agreement dated July 10, 2010 between AuraSound, Inc., ASI Holdings Limited and ASI Audio Technologies, Inc.*
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

 

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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: October 11, 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)

 

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