8-K

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): October 9, 2008 (October 7, 2008)

AURASOUND, INC.

(Exact name of registrant as specified in Charter)

Nevada	000-51543	20-5573204
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

11839 East Smith Avenue

Santa Fe Springs, California 90670

(Address of Principal Executive Offices)

(562) 447-1780

(Issuer Telephone number)

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).

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c))

Item 1.01Entry into a Material Definitive Agreement

The following discussion provides only a brief description of the documents described below. The discussion is qualified in its entirety by the full text of the documents.

On October 7, 2008 we and our subsidiary, AuraSound, Inc., a California corporation (the “Subsidiary”), entered into a non-binding letter of intent with GGEC America Inc. (“GGEC”) pursuant to which GGEC will purchase from us shares of our common stock which, immediately following the consummation of the purchase and sale, will represent approximately 55% of our issued and outstanding shares of common stock (the “Transaction”). GGEC will pay approximately $3 million for these shares.

In conjunction with the Transaction,

(i)we will affect a reverse split of our outstanding common stock in a ratio of 1 share of new common stock for every 6 shares of old common stock;

(ii)approximately $1.4 million in debt owed to InSeat Solutions LLC will be paid with pre-split shares of our common stock at the rate of 1 share for every $1.00 of debt; and

(iii)GGEC will appoint a controlling number of members to our board of directors and will appoint new officers as it deems approrpiate.

The Transaction is conditioned upon (i) the preparation and execution by the parties of a definitive, binding agreement; (ii) GGEC receiving approval of the Transaction from the government of China, which the parties anticipate may take 3 months or more; and (iii) the receipt of waivers of certain “price protection” provisions included in the Subscription Agreements and Warrants issued to those investors who purchased the 12,900,000 units that were issued in a private offering we consummated on July 7, 2007.

Assuming the satisfaction or waiver of the conditions, the Transaction is expected to close within 180 days of October 6, 2008.

On October 8, 2008, we and GGEC entered into a “Services, Operations and Management Agreement (the “Agreement”). Unless renewed, the Agreement will terminate at the earlier of 6 months or the consummation of the Transaction. Pursuant to the Agreement, GGEC will provide general management, administrative and technical services to us either directly or through service providers of GGEC’s choice. GGEC will also make monthly loans to the Subsidiary of up to $150,000 per month. Each of these loans will be evidenced by a promissory note which will provide for simple interest at a rate of 6% per annum. The loans will all be due and payable upon the earlier of the termination or breach of the Agreement or the closing of the Transaction. GGEC may elect to apply some or all of the loan principal and accrued interest to the Transaction purchase price.

We have agreed to grant a security interest in all of our property to secure performance of our obligations under the Agreement, including repayment of the loans. During the term of the Agreement, we have also agreed to open a separate bank account to deposit the loan proceeds, which account shall be under the control of GGEC.

Item 2.03Creation of a Direct Financial Obligation

Please refer to the discussion in Item 1.01 relating to the monthly loans to be provided to the Subsidiary by GGEC. It is the intent of the parties that the loans provided to us by GGEC will be senior to all existing and future loans, credit, factoring or other financing agreements and we will take all reasonable steps to attempt to accomplish this. If the Subsidiary defaults in the payment of interest or principal, we and GGEC will instruct our customers and any other third parties that owe money to us to forward the money directly to GGEC until the principal and accrued interest have been paid.

Item 9.01Financial Statements and Exhibits

Exhibit 10.1	Letter dated October 6, 2008 from GGEC America Inc. to Dr. Arthur Liu
Exhibit 10.2	Services, Operations and Management Agreement dated October 8, 2008 between AuraSound, Inc., a Nevada corporation, AuraSound, Inc, a California corporation and GGEC America Inc., a California company

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 9, 2008

AuraSound, Inc.
By:	/s/ Arthur Liu
	Arthur Liu, Chief Executive Officer

EX-10.1

GGEC America Inc.

1801 E. Edingar Ave. #255

Santa Ana, CA 92705

Oct. 6, 2008

CONFIDENTIAL

Dr. Arthur Liu

Chief Executive Officer

AuraSound Inc.

11839 East Smith Avenue

Santa Fe Springs, CA 90670

Attn: Arthur Liu, President.

RE: Letter of Intent

Dear Dr. Liu:

This letter expresses the non-binding proposal of GGEC America Inc., a California company (“GGEC” or the “Company”) to pursue a controlling investment (about 55%) in AuraSound, Inc., a publicly traded Nevada corporation (“Issuer”), as set forth below:

1.The Transaction. Subject to the terms and conditions of a definitive, binding, written agreement (the “Definitive Agreement”) to be negotiated and entered into by Issuer and the Company, the Company will purchase at the closing (the “Closing”) specified in the Definitive Agreement newly issued shares of common stock of Issuer constituting, immediately after the Closing, approximately fifty-five percent (55%) of the issued and outstanding shares of common stock of Issuer, for a purchase price of approximately $3.0 million. Related to the transaction, it is anticipated that the Issuer will take certain steps to achieve the objectives of the transaction, including a recapitalization involving a reverse split of the Issuer’s issued and outstanding and authorized common stock anticipated to be the ratio of 1 for 6, and the filing of all necessary notifications and the obtaining of all necessary approvals. Also in relation to the transaction, the debt owed by Issuer to InSeat Solutions LLC in the amount of about $1.4 million will be cancelled by converting the amount owed into shares of Issuer’s stock prior to the reverse split on the basis of one dollar of debt in exchange for one share of stock. It is anticipated that GGEC will appoint a controlling number of members to the board of directors and elect a new Chairman and that the new board will appoint new officers as it deems appropriate. It is expected that due to regulations and approval requirements in China, it may take three months or more to actually consummate this transaction. Both Issuer and GGEC shall agree that GGEC shall have the right to supervise the regular operations of the Issuer, effective October 6, 2008, pursuant to a services, operations and management agreement (“Services Agreement”) to be entered into between Issuer and GGEC. Pursuant to this Services Agreement and separate promissory notes, GGEC would make cash loans to Issuer’s California subsidiary beginning October 6, 2008 to fund Issuer’s current operating expenses, all of which loans, at GGEC’s sole discretion, may be offset against the approximate $3.0 million purchase price of the stock to be acquired by Company at the Closing. All such loans shall be documented by promissory notes and each shall bear interest at six percent per annum. Attached as Exhibit “A” is the capital structure conditionally agreed to by all parties hereto after giving effect to: conversion of debt owed to InSeat Solutions LLC into pre-reverse split shares of the Issuer including accrued interest thereon; a 1 for 6 reverse split; a purchase of about 55% of Issuer’s common stock for approximately $3.0 million by GGEC; and, waiver of price protection provisions in both the subscription documents and warrant agreements by individual investors and/or warrant holders of Issuer. Attached as Exhibit “B” is a list of Issuer’s and its California subsidiary’s key assets. Attached as Exhibit “C” is a list of all key or senior management employees, officers and directors of Issuer and its California subsidiary.

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2.Definitive Agreement. The Definitive Agreement shall contain terms, conditions, representations, warranties, covenants, indemnification and other provisions customary and appropriate for transactions of this type.

3.Conditions. The Closing is anticipated to occur within 180 days from the date of this letter, and is dependent on GGEC obtaining regulatory approval from the relevant Chinese government agencies and/or bodies as well as subject to other mutually satisfactory conditions, including but not limited to obtaining all applicable consents or approvals of government bodies, lessors and other third parties, as appropriate, compliance by the parties with any and all legal or contractual requirements for or preconditions to the execution and consummation of the transactions contemplated by the Definitive Agreement.

4.Non-liability. In the event the Closing of the stock acquisition transaction contemplated in this letter does not occur, neither Issuer, Issuer’s California subsidiary nor Company shall be liable to the other solely because of this non-occurrence.

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5.Repayment of Loans In the event the Closing does not occur, all cash loans made by Company to Issuer’s California subsidiary shall be repaid, pursuant to the terms of the Services Agreement and the relevant promissory notes.

6.Confidentiality. The existence and contents of this Letter of Intent may not be disclosed to any third party not affiliated with Issuer without prior written consent of the Company and Issuer or used in any manner other than for review of the proposal by the Issuer’s board of directors and its affiliates and advisors, except to the extent required by applicable securities or other laws, for a period of 180 days from the date of this letter.

7.Expenses. The parties agree that all fees and expenses (including all fees and expenses of counsel, accountants and any financial advisors) incurred in connection with this letter, the Definitive Agreement and the transactions contemplated hereby shall be treated as current operating expenses of the party incurring such expenses.

8.Exclusivity For a period of 180 days from the date of this letter, Issuer and its shareholders, officers, directors, employees, agents and representatives shall not, without Company’s prior written consent: (i) solicit any offers or indications of interest for an investment in Issuer or its California subsidiary, a sale of Issuer’s or its subsidiary’s assets, a merger or any other similar transaction involving Issuer or its California subsidiary or (ii) enter into or continue any discussions or negotiations with respect to any such potential transaction; or (iii) furnish any confidential information of Company, Issuer or its subsidiary with respect to any such potential transaction; provided, however, this Paragraph 8 shall be null and void if Company breaches its lending obligations under Section 1.5 of the Services Agreement.

9.Nonbinding Letter. Except as provided in Paragraph 10 below, any and all agreements made verbally or in writing involving the sale of shares or any part of Issuer in any form, method or context is subject to review and approval by the Board of Directors of Issuer who may accept or reject any proposed transaction for any reason or for no reason at all in their sole discretion. This letter is not intended to be a comprehensive definitive agreement and only identifies key points that may or may not become part of a final definitive agreement. While indicating the intent of the parties hereto, this letter of intent does not represent a binding agreement between the parties and (except as provided in this Section) is not intended to impose any obligation whatsoever on either party, including but not limited to any obligation to bargain in good faith or in any way other than at arms’ length. Each party covenants not to institute or participate in any proceeding seeking to establish a contrary position. Neither party may reasonably rely on any promises inconsistent with this Section. This Section supersedes any and all other conflicting or ambiguous language in this letter or any contemporaneous or other communication preceding this letter.

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10.Binding ParagraphsBy signing this letter, Issuer and its California subsidiary and their respective directors, shareholders and officers and Company agree to be bound only by Paragraphs 4, 5, 6, 7, 8 of this letter.

11.The September 3, 2008 Letter of Intent signed by Issuer and Company pertaining to the transaction(s) set forth in Paragraph 1 of this letter is hereby superseded, replaced and rendered null and void by this letter.

If this letter is consistent with your understanding, please indicate your assent by signing and returning to the undersigned the enclosed copy of this letter. This letter agreement shall be governed and construed in accordance with the laws of the State of California, USA.

GGEC America Inc.
By:	/S/ Jiaxi Huang
	Name: Jiaxi Huang Title: President

ACCEPTED AND AGREED TO this 7th day of October 2008
AuraSound, Inc., a Nevada corporation
By:	/S/ Arthur Liu
	Name:Arthur Liu Title:CEO & Chairman of the Board

AuraSound, Inc., a California corporation
By:	/S/ Arthur Liu
	Name:Arthur Liu Title:CEO & Chairman of the Board

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Exhibit A

AuraSound, Inc.

Financial Analysis

Agreed upon Capital Structure										Total of
						Warrants (1)				Shares plus
	Shares		%			#		$		Warrant		%
GGEC		6,000,000		55	%		6,000,000	$	1.00		12,000,000		54	%
Arthur Liu		1,917,551		18	%		1,917,551	$	0.50		3,835,102		17	%
Converted Shares		253,074		2	%		253,074	$	0.50		506,148		2	%
Inseat Solutions LLC		277,778		3	%		277,778	$	0.50		555,556		2	%
RENN		750,000		7	%		750,000	$	0.50		1,500,000		7	%
Vision		1,250,000		11	%		1,250,000	$	0.50		2,500,000		11	%
Others from IPO		150,000		1	%		150,000	$	0.50		300,000		1	%
Gemini		204,913		2	%		204,913	$	0.50		409,826		2	%
Shell holders		128,421		1	%		128,421	$	0.50		256,842		1	%
Bridge Lenders		-		0	%		533,333	$	0.50		533,333		2	%
Total		10,931,737		100	%		11,465,070				22,396,807		100	%

(1 ) Need individual agreements from each warrant holder.

EX-10.2

SERVICES, OPERATIONS AND MANAGEMENT AGREEMENT

This Agreement, effective as of October 8, 2008 (this “Agreement”), is made and entered into by and between Aura Sound, Inc., a Nevada corporation (“Aura Sound”), and its wholly owned subsidiary Aura Sound, Inc., a California corporation, having their principal place of business at 11839 E. Smith Ave., Santa Fe Springs, CA 90670 (“Subsidiary”), and GGEC America Inc., a California company (“GGEC”) having its principle place of business at 1801 E. Edingar Ave. #255, Santa Ana, CA 92705 (each, a “Party”, collectively the “Parties”).

RECITALS

WHEREAS, Aura Sound and Subsidiary (collectively “Company”) are in the business of developing, manufacturing and marketing premium audio products;

WHEREAS, GGEC and its parent company GGEC China is currently the sole manufacturer of the products sold by AuraSound and/or Subsidiary;

WHEREAS, GGEC’s principal place of business is located in California;

WHEREAS, Company is in need of capital and immediate financial assistance and has a continuing need for operational assistance and desires to obtain such assistance from GGEC and whereas GGEC has expressed a desire to provide this assistance to Aura Sound and/or Subsidiary;

WHEREAS, in furtherance of this desire, GGEC has entered into a non-binding October 6, 2008 Letter of Intent (“LOI”) with Aura Sound to explore and pursue the acquisition of a controlling percentage of the common stock of Aura Sound (“Acquisition”), which LOI is incorporated into this Agreement by this reference; and

WHEREAS, the board of directors of Aura Sound and Subsidiary, respectively, have adopted resolutions approving the assumption by GGEC of the operational control of Aura Sound and Subsidiary, respectively, upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the Parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1

SERVICES & FINANCING

1.1Services to be Provided. In view of the contemplated Acquisition, GGEC, directly or indirectly as provided in Section 1.2, agrees to provide Company during the term of this Agreement, the following services (the “Services”) as it deems appropriate for Company:

(a) general management services, including (i) the services of executive, operations and financial personnel of GGEC; (ii) advice concerning the preparation of budgets, forecasts, capital expenditures, financing, and long range strategic planning; (iii) managing accounts receivables; (iv) managing accounts payables; and (iv) such other management services as GGEC may deem reasonably necessary to further the contemplated Acquisition or Subsidiary’s performance of its duties and responsibilities on the Bridge Loans; and

(b) general administrative and technical services, advice and direction, including (i) accounting, including cost accounting and inventory control; (ii) PRC legal, trademark and patent advice, including advice with respect to compliance with applicable legal regulations, patent applications and prosecutions outside the United States; (iii) market servicing, product pricing and costs controls and evaluations; (iv) preparation of advertising and publicity literature and other materials; (v) providing, training, supervision, guidelines and policies to staff and consultants; (vi) compensation planning and human resources services; (vii) purchasing services; (viii) importing and exporting; (ix) preparation of reporting forms; and (x) such other general administrative and technical services as Company may reasonably request from time to time.

1.2Services Providers. It is understood that GGEC may provide any, all or some of the Services directly or through any of its affiliates, professional advisors or other representatives. (The entity providing the Services is hereinafter referred to as the “Services Provider”). The Services Provider shall, in its supervision of the Services hereunder, utilize a standard of duty and care equal to that of a reasonably prudent person acting on its own behalf in similar circumstances.

1.3Property and Equipment. All properties and equipment owned by Company shall remain the properties and equipment of Company.

1.4Management. The Company shall use commercially reasonable efforts to convince all directors, officers, employees and consultants of Company to remain with Company in their current capacities and to continue to perform their day-to-day duties in accordance with the normal operations of the Company, as may be managed by GGEC from time to time, until such time as the Company shall determine to replace any such directors, officers, employees or consultants.

1.5Loans. GGEC agrees to make monthly loans of up to $150,000 to Subsidiary, during the term of this Agreement, to fund Subsidiary’s operating expenses and working capital requirements (“Bridge Loans”), provided that Company has not breached this Agreement or defaulted on a Bridge Loan. Each Bridge Loan shall be evidenced by a promissory note which shall provide: (a) for simple interest at a rate of six percent (6%) per annum; (b) that the entire loan amount, principal and interest, be due and payable upon the earlier of the termination or breach of this Agreement, or completion (closing) of the Acquisition; and (c) GGEC may elect, in its sole discretion, to apply any or all of the principal and interest owed on any or all of the Bridge Loans towards the purchase price of the Aura Sound equity it will acquire in the contemplated Acquisition.

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ARTICLE 2

CONSIDERATION; CONFIDENTIALITY

2.1Consideration for the Services. In further consideration of the Services and Bridge Loans,

(a)Company shall cooperate with GGEC and its agents and consultants in a commercially reasonable due diligence review of the Company by GGEC in connection with its contemplated purchase of a controlling equity interest in Aura Sound.

(b)Notwithstanding Article 1.4, during the term of this Agreement, Company and its directors, officers, employees and consultants shall not, without the written consent of GGEC, make any decisions; take any actions which are outside the ordinary course of business; enter into any material agreements; dispose of, transfer, assign, sell, lien, lease, license, pledge, encumber, alienate, hypothecate, depreciate or deplete any property, real or personal, tangible or intangible, owned by Company in whole or in part or in which Company has an ownership interest, regardless of the nature or extent of Company’s interest or the manner in which Company obtained such ownership interest; OR incur material liabilities, debts, loans or obligations of any kind in excess of $5,000 on behalf of the Company outside the ordinary course of business.

(c)GGEC shall have absolute authority and discretion on the payment of any accounts payables or monies owed by Company to any third parties, including but not limited to the order, amount and timing of such payments. Subsidiary shall open a separate bank account where the Bridge Loans will be deposited (the “Bridge Loan Account”), in order that such Bridge Loans are segregated from other funds of Subsidiary or Company.

(d) Upon Subsidiary’s default on the payment of interest or principal due on any Bridge Loan, GGEC and Company shall each instruct Company’s customers and any other third parties owing monies to Company to forward such monies directly to GGEC until the principal and interest due on any defaulted Bridge Loan(s) has been paid. Upon receipt of full payment of the principal and interest due on any defaulted Bridge Loan(s), GGEC and Company shall so inform Company’s customers and other third parties owing monies to Company.

(e)It is the intent of the Parties that all existing and future loans, credit, factoring or other financing agreements and liens of the Company shall be subordinated to the Bridge Loans, and the Company shall take all reasonable steps to accomplish this subordination

(f)The Company shall grant in favor of GGEC a security interest in Company’s property, real or personal, tangible or intangible, to secure Company’s performance under this Agreement and payment of the principal and interest due on the Bridge Loans, as more specifically set forth in the accompanying Security Agreement, Exhibit “A”. Company shall also enter into a Deposit Account Control agreement in the form of Exhibit “B” for the Bridge Loan Account.

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(g)During the period this Agreement is operative, Company shall not, without the consent of GGEC, solicit or engage in discussions with another to sell or exchange Company’s stocks or assets, merge with or into another entity, or dissolve or re-organize Company.

(h)During the term of this Agreement, Company shall keep GGEC reasonably informed of its financial and operational condition, including but not limited to providing GGEC with reports, summaries and/or statements of sales, expenses, costs, purchases, accounts receivables, accounts payables, gross receipts, payments, debts, liabilities, balance sheets, profit and loss statements and agreements entered into; daily reports of Company’s deposit account balances, withdrawals, deposits, charges and fees; monthly bank statements, financial statements and records, minutes of meetings of Company’s directors and shareholders, corporate books, documents and records.

(i)During the term of this Agreement, so long as any Bridge Loan or interest thereon is outstanding, Company shall not, without the written approval of GGEC, issue dividends or make cash or earnings distributions to any Company shareholder, redeem the stock shares of any Company shareholder, or pay or award any compensation of any kind to any employee, officer or director of Company other than the salary and wages, none of which includes bonuses, and commissions they currently earn.

(j) Attached as Exhibit “C” is a true and correct list of Company’s key assets.

(k) Attached as Exhibit “D” is a complete list of all key or senior management employees, officers and directors of Company.

2.2 Confidentiality Agreement. GGEC’s due diligence review of Aura Sound, and GGEC’s provision of the Services hereunder, shall be subject to a Mutual Confidentiality Agreement in the form of Exhibit “E” attached hereto.

2.3 Non-Solicitation. GGEC, on the one hand, and Aura Sound and Subsidiary, on the other hand, agree that during the term of this Agreement and for a period of two (2) years thereafter, GGEC shall not solicit, hire or employ any officers, employees or consultants of Aura Sound or Subsidiary, and neither Aura Sound nor Subsidiary shall solicit, hire or employ any officers, employees or consultants of GGEC, in either case without the express written consent of the non-hiring/soliciting/employing Party.

ARTICLE 3

TERM AND TERMINATION

3.1 Term and Termination. The term of this Agreement shall begin on October 6, 2008 and shall continue for a period of six (6) months or until the completion (closing) of the Acquisition, whichever occurs earlier. Any funds loaned to the Company or Subsidiary by GGEC prior to the date hereof shall be deemed Bridge Loans within the meaning set forth herein and shall be governed by this Agreement and its attachments. This Agreement may be renewed in writing upon the mutual agreement of the Parties.

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ARTICLE 4

GENERAL PROVISIONS

4.1 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, sent by overnight courier or mailed by registered or certified mail (postage prepaid and return receipt requested) to the Party to whom the same is so delivered, sent or mailed at the addresses set forth on the signature page hereof (or at such other address for a Party as shall be specified by like notice).

4.2 Interpretation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References to Sections and Articles refer to sections and articles of this Agreement unless otherwise stated.

4.3 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the Parties shall negotiate in good faith to modify this Agreement to preserve each Party's anticipated benefits under this Agreement.

4.4 Miscellaneous. This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof; (b) except as expressly set forth herein, is not intended to confer upon any other person any rights or remedies hereunder and (c) shall not be assigned by operation of law or otherwise, except as may be mutually agreed upon by the Parties hereto.

4.5 Governing Law; Venue. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California without giving effect to any choice or conflict of law provision or rule. Any and all actions brought under this Agreement shall be brought in the California state or federal court of the United States sitting in the County of Orange, California and each Party hereby waives any right to object to the convenience of such venue.

4.6 Counterparts and Facsimile Signatures. This Agreement may be executed in two or more counterparts, which together shall constitute a single agreement. This Agreement and any documents relating to it may be executed and transmitted to any other Party by facsimile or email of a “pdf” file, which facsimile or “pdf” file shall be deemed to be, and utilized in all respects as, an original, wet-inked document.

4.7Amendment. This Agreement may be amended, modified or supplemented only by an instrument in writing executed by the Parties.

4.8Waiver. No waiver by any Party of any default or breach by the other Party of any provision contained in this Agreement shall be deemed to be a waiver of any subsequent default or breach by such Party of the same. No act, delay, omission or course of dealing on the part of any Party in exercising any right, power or remedy under this Agreement or at law or in equity shall operate as a waiver thereof or otherwise prejudice any of such Party's rights, powers and remedies. All remedies, whether at law or in equity, shall be cumulative and the election of any one or more shall not constitute a waiver of the right to pursue other available remedies.

4.9 Recitals Incorporated. The recitals of this Agreement are incorporated herein.

[SIGNATURES FOLLOW]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Aura Sound, Inc., a California corporation		Aura Sound, Inc., a Nevada corporation
By:	/S/ Arthur Liu	By:	/S/ Arthur Liu
Name:	Arthur Liu	Name:	Arthur Liu
Title:	CEO & Chairman of the Board	Title:	CEO & Chairman of the Board
Address:		Address:
AuraSound, Inc.		AuraSound, Inc.
11839 East Smith Avenue		11839 East Smith Avenue
Santa Fe Springs, CA 90670		Santa Fe Springs, CA 90670

GGEC America Inc..
By:	/S/ Jiaxi Huang
Name:	Jiaxi Huang
Title:	President

 Address:

 1801 E. Edingar Ave. #255.

 Santa Ana, CA 92705

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