8-K/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 31, 2010

_____________________

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).

¨ 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 CFR240.14a-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 240.13(e)-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On July 31, 2010, AuraSound, Inc. (“AuraSound”) completed the acquisition of substantially all of the business assets and certain liabilities of ASI Holdings Limited (“ASI Holdings”) and ASI Audio Technologies, LLC (“ASI Arizona,” and collectively with ASI Holdings, “ASI”) pursuant to an Asset Purchase Agreement (the “Asset Purchase Agreement”) dated July 10, 2010and the Amendment No. 1 to the Asset Purchase Agreement dated July 31, 2010 (the “APA Amendment”).

On August 5, 2010, AuraSound filed a Current Report on Form 8-K stating that it had completed the acquisition and that the financial statements and pro forma financial information required under Item 9.01 of Form 8-K would be filed within 71 days after the date on which the Current Report on Form 8-K was required to be filed.  This amended Current Report on Form 8-K contains the required financial statements and pro forma financial information.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statement of Businesses Acquired

The audited consolidated financial statements of ASI for the fiscal years ended December 31, 2008 and December 31, 2009 are attached hereto as Exhibit 99.1.

The unaudited condensed consolidated financial statements of ASI for the six month period ending June 30, 2010 are attached hereto as Exhibit 99.2.

(b) Pro Forma Financial Information

The unaudited pro forma financial information for AuraSound, after giving effect to the acquisition of ASI and adjustments described in such pro forma financial information, for the twelve month period ended June 30, 2010 are attached hereto as Exhibit 99.3.

(d) Exhibits

The following exhibits are attached herewith:

Exhibit No.	Description
99.1	Audited consolidated financial statements of ASI for the fiscal years ended December 31, 2008 and December 31, 2009
99.2	Unaudited condensed consolidated financial statements of ASI for the six month period ending June 30, 2010
99.3	Unaudited pro forma financial information for AuraSound, after giving effect to the acquisition of ASI and adjustments described in such pro forma financial information for the twelve month period ended June 30, 2010.

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 15, 2010

AuraSound, Inc.
By:	/s/ Harald Armin Weisshaupt
	Harald Armin Weisshaupt
Its:	Chief Executive Officer

EX-99.1 CHARTER

Exhibit 99.1

ASI Holdings Limited

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2009 and 2008

Index to Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firms	2
Consolidated Balance Sheets as of December 31, 2009 and 2008	3
Consolidated Statements of Operations for the Years Ended December 31, 2009 and 2008	4
Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2009 and  2008	5
Consolidated Statements of Cash Flows for the Years Ended  December 31, 2009 and 2008	6
Notes to Consolidated Financial Statements	7 to 13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

ASI Holdings Limited

We have audited the accompanying consolidated balance sheets of ASI Holdings Limited and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2009. ASI Holdings Limited and subsidiaries’ management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting.  Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ASI Holdings Limited and subsidiaries as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company's significant operating losses and insufficient capital raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Kabani & Company, Inc.

Certified Public Accountants

Los Angeles, California

June 30, 2010

2

ASI Holdings Limited And Subsidiaries

Consolidated Balance Sheets

	As of December 31, 2009			As of December 31, 2008
ASSETS
Current Assets :
Cash and cash equivalents	$	90,543		$	32,870
Accounts receivable, net of allowance for bad debts		4,767,736			1,291,158
Inventories, net		1,709,107			68,535
Deposits		24,688			14,327
Prepayments		30,780			16,564
Total current assets		6,622,854			1,423,454
Property and equipment, at cost		39,115			38,217
Less : Accumulated depreciation		(15,466	)		(3,184	)
Property and equipment, net		23,648			35,033
Total assets	$	6,646,503		$	1,458,487
LIABLITIES AND STOCKHOLDERS’ DEFICIT
Current liabilites:
Secured bank overdraft	$	28,923		$	—
Short Term Loan		500,000			—
Accounts payable		7,684,336			3,202,510
Provision for warranty service		276,362			—
Accrued Expenses and other payable		577,825			329,372
Due to bank under factoring agreement		504,368			145,083
Due to Related Parties		—			71,837
Total Liabilities		9,571,814			3,748,801
Commitments and Contingencies
Stockholders’ Deficit :
Common Stock, $0.1282 par value;		6,410			6,410
Other Comprehensive loss		(1,063	)		(448	)
Accumulated deficit		(2,930,658	)		(2,283,990	)
Total		(2,925,311	)		(2,278,028	)
Non controlling interest in subsidiary		—			(12,287	)
Total Stockholder’s deficit		(2,925,311	)		(2,290,315	)
Total liabilities and stockholders’ deficit	$	6,646,503		$	1,458,487

See accompanying notes to these consolidated financial statements

3

ASI Holdings Limited And Subsidiaries

Consolidated Statements of Operations

	For the years ended
	December 31, 2009			December 31, 2008
Net revenue	$	20,579,309		$	7,332,017
Cost of revenue		18,253,473			6,891,229
Gross profit		2,325,836			440,788
Operating expenses :
Selling expenses		278,572			59,326
General and administrative		2,602,421			2,772,721
Total operating expenses		2,880,993			2,832,047
Loss from Operations		(555,157	)		(2,391,259	)
Other income (expenses) :
Total other income (expenses)		(113,789	)		(21,354	)
Net Loss from continuing operations		(668,945	)		(2,412,613	)
Discontinued Operations :
Loss from operations of discontinued operations (including noncontrolling interest)		—			(4,939	)
Gain on disposal of subsidiary		22,277			—
Net Loss		(646,668	)		(2,417,552	)
Other Comprehensive Income (loss) :
Foreign currency translation loss		(615	)		(448	)
Net comprehensive loss	$	(647,283	)	$	(2,418,000	)

See accompanying notes to these consolidated financial statements

4

ASI Holdings Limited And Subsidiaries

Consolidated Statements of Stockholders’ Equity (Deficit)

For the years ended December 31, 2009 and 2008

	Common Stock Shares		Amount		Other Comprehensive Loss			Non controlling Interest			Accumulated Deficit			Total Stockholders’ Equity (Deficit)
Balance December 31, 2007		50,000	$	6,410	$	—		$	(9,560	)	$	133,562		$	130,412
Foreign currency translation loss						(448	)								(448	)
Non controlling interest in subsidiary									(2,727	)					(2,727	)
Net loss for the year												(2,417,552	)		(2,417,552	)
Balance December 31, 2008		50,000	$	6,410	$	(448	)	$	(12,287	)	$	(2,283,990	)	$	(2,290,315	)
Foreign currency translation loss						(615	)								(615	)
Disposal of subsidiary with noncontrolling interest									12,287						12,287
Net loss for the year												(646,668	)		(646,668	)
Balance December 31, 2009		50,000	$	6,410	$	(1,063	)	$	—		$	(2,930,658	)	$	(2,925,311	)

See accompanying notes to these consolidated financial statements

5

ASI Holdings Limited And Subsidiaries

Consolidated Statements of Cash Flows

	For the years ended
	December 31, 2009			December 31, 2008
Cash flows from operating activities
Net Loss from continuing operations	$	(668,945	)	$	(2,412,613	)
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation		12,282			3,184
Decrease / (Increase) in current assets:
Accounts receivable		(3,476,598	)		(1,291,159	)
Inventories		(1,640,572	)		(68,535	)
Other assets		(25,311	)		(26,618	)
(Decrease) / Increase in current liabilities:
Accounts payable		4,481,827			3,202,509
Warranty service reserve		276,362			—
Tax payables		974			1,699
Bank Payable		28,923			—
Accrued expenses		427,719			—
Other payables		(149,355	)		325,711
Net cash used in operating activities from continuing operations		(732,674	)		(265,821	)
Net cash used in operative activities of entity disposed		(1,228	)		(665	)
Net cash provided by operating activities		(733,902	)		(266,486	)
Cash flows from investing activities
Acquisition of plant, property, and equipment		(897	)		(38,217	)
Net cash used in investing activities from continuing operations		(897	)		(38,217	)
Net cash provided by investing activities of entity disposed		—			19,938
Net cash used in investing activities		(897	)		(18,279	)
Cash flows from financing activities
Proceeds from (repayment of) installment loan		859,285			145,083
Payments to related parties		—			199
Proceeds from (payments to) related parties		(38,509	)		—
Net cash provided by financing activities from continuing operations		820,776			145,282
Net cash provided by (used in) financing activities of entity disposed		(33,328	)		86,710
Net cash provided by financing activities		787,448			231,992
Effect of exchange rate change on cash and cash equivalents		5,024			51,239
Net increase in cash and cash equivalents		57,673			(1,535	)
Cash and cash equivalents, beginning balance		32,870			34,405
Cash and cash equivalents, ending balance	$	90,543		$	32,870
Supplement disclosure of cash flow information
Interest expense paid	$	239,483		$	14,294
Income taxes paid	$	-		$	-

See accompanying notes to these consolidated financial statements

6

ASI Holdings Limited and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND OPERATIONS

General

ASI Holdings Limited (the Company or we/us/our) was incorporated under the laws of Hong Kong as a limited liability company in May 2007. The Company’s principle registered offices is located at Wanchai, Hong Kong.  The Company is engaged in the development, commercialization, and sales of audio products, sound systems, and audio components.

Basis of Presentation

The Company’s financial statements for all periods presented have been prepared in accordance with accounting principles generally accepted in the United States.  All significant inter-company transactions and accounts have been eliminated in the consolidation.  The functional currency is the Hong kong Dollar (HKD); however the accompanying financial statements have been translated and presented in United States Dollars (USD).

GOING CONCERN:

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of its liabilities in the normal course of business. Through December 31, 2009, the Company had incurred cumulative losses of $2,930,658 including net losses from continuing operations of $668.945 for the year ended December 31, 2009.

In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management has taken the following steps to revise its operating and financial requirements, (i) The company plans to raise additional capital by selling more shares to current shareholders and potential investors with a discount price (ii) The company also plans to borrow money from current shareholders and potential investors with an attractive interest rate. (iii) The company plans to reduce overhead and expenses by reducing unnecessary marketing and advertisement expenses, improving efficiency on distribution channel, freezing salary increase and laying off administrative staffs.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation:

The accompanying consolidated financial statements for the period ended December 31, 2009 include the accounts of the Company and its wholly owned subsidiaries The Digital Experience Limited (a Hong Kong corporation) and ASI Audio Technologies L.L.C. The Digital Experience Limited was disposed on November 11, 2009, accordingly, the subsidiary’s  operating results for the period ending December 31, 2009 only reflect the indicated period and the balance sheet at December 31, 2009 does not include The Digital Experience Limited.  All material inter-company accounts have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and disclosures made in the accompanying notes. Actual results could differ from those estimates.

Foreign currency translation

The reporting currency is the U.S. dollar. The functional currency of the Company is the local currency, the Hong Kong Dollar (“HKD”). The financial statements of the Company are translated into United States dollars in accordance with Statement of Financial Accounts Standards (“SFAS”) No. 52 (ASC830), “Foreign Currency Translation”, using year-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses and historical rates for the equity. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income. At December 31, 2009 and 2008, the cumulative translation adjustment of $1,063 and $448, respectively, was classified as an item of other comprehensive income in the stockholders’ deficit section of the consolidated balance sheet. For the years ended December 31, 2009 and 2008, accumulated other comprehensive income (loss) was $615 and $448, respectively.

7

Cash and Cash Equivalents

Cash and cash equivalents include cash in hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.

Accounts Receivable

The Company maintains an allowance for uncollectible accounts receivable to estimate the risk of extending credit to customers and distributors. The allowance is estimated based on the customer or distributor's compliance with our credit terms, the financial condition of the customer or distributor and collection history where applicable. Additional allowances could be required if the financial condition of our customers or distributors were to be impaired beyond our estimates. As of December 31, 2009 and 2008, the allowance for doubtful accounts amounted to  $554,763 and $554,763 respectively.

Inventories

Inventories are valued at the lower of cost (first-in, first-out) or market. Appropriate consideration is given to deterioration, obsolescence and other factors in evaluating net realizable value.

Property and Equipment

Property, plant, and equipment, including leasehold improvements, are recorded at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets as follows: 

Office equipment	5 years
Furniture and fixtures	5 years

Improvements to leased property are depreciated over the lesser of the life of the lease or the life of the improvements. Depreciation expense on assets acquired under capital leases is included with depreciation expense on owned assets. As of December 31, 2009 and 2008, the Company had net property, plant and equipment in the amount of $23,649 and $35,033 respectively consisting of the following:

	2009			2008
Office furniture and fixtures	$	2,778		$	2,778
Leasehold Improvements		23,822			23,822
Office Equipment		12,514			11,617
Total		39,114			38,217
Less accumulated depreciation		(15,466	)		(3,184	)
	$	23,648		$	35,033

Maintenance and minor replacements are charged to expense as incurred. Gains and losses on disposals are included in the results of operations.

Valuation of Long-Lived Assets

The Company has adopted Statement of Financial Accounting Standards No. 144 (ASC 360), “Accounting for the Impairment or Disposal of Long-Lived Assets”, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes the pronouncement “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and the accounting and reporting provisions of APB Opinion No. 30, “Reporting the Results of Operations for a Disposal of a Segment of a Business.” The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with SFAS 144 (ASC 360), SFAS 144 (ASC 360), requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from our normal business activities. We place our cash in what we believe to be credit-worthy financial institutions. We have a diversified customer base. We control credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

8

Revenue Recognition

The Company’s revenue recognition policies are in compliance with Staff Accounting Bulletin SAB 104 (ASC 605). Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured.

Advertising Expense

Advertising costs are charged to expense as incurred and were immaterial for the years ended December 31, 2009 and 2008.

Research and Development

Research and development costs are expensed as incurred.

Income Taxes

The Company utilizes SFAS No. 109 (ASC 740), "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASI Holdings Ltd has significant income tax net operating losses carried forward from prior years. Due to the uncertainty of the realizability of the related deferred tax asset, a reserve equal to the amount of deferred income taxes has been established at December 31, 2009 and 2008.

Fair Value of Financial Instruments

Statement of Financial Accounting Standard No. 107 (ASC 825), “Disclosures about Fair Value of Financial Instruments”, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value.

Segment Reporting

Statement of Financial Accounting Standards No. 131 (ASC 280), “Disclosure about Segments of an Enterprise and Related Information” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. SFAS 131 (ASC 280) has no effect on the Company’s financial statements as the Company consists of one reportable business segment as of December 31, 2009 and 2008.

Risks and Uncertainties

The Company is subject to substantial risks from, among other things, intense competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. Our management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

9

Stock-based compensation

The Company records stock-based compensation expense pursuant to SFAS 123R (ASC 718), "Share Based Payment.”  SFAS 123R (ASC 718) requires companies to measure compensation cost for stock-based employee compensation plans at fair value at the grant date and recognize the expense over the employee's requisite service period. Under SFAS 123R (ASC 718), the Company’s expected volatility assumption is based on the historical volatility of Company’s stock or the expected volatility of similar entities. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

Stock-based compensation expense is recognized based on awards expected to vest, and there were no estimated forfeitures as the Company has a short history of issuing options. SFAS 123R (ASC 718) requires forfeitures to be estimated at the time of grant and revised in subsequent periods, if necessary, if actual forfeitures differ from those estimates.

Warranty and Customer Support

The Company typically warrants its products against defects in materials and workmanship for a period of one year from the date of shipment. A provision for estimated future warranty and customer support is recorded when products are shipped. The provision of,warranty and customer support as of December 2009 and 2008 was $276,362 and 0 respectively.

New Accounting Pronouncements

In June 2009, the FASB issued ASC 855 (previously SFAS No. 165, Subsequent Events), which establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before the financial statements are issued or available to be issued. It is effective for interim and annual periods ending after June 15, 2009. There was no material impact upon the adoption of this standard on the Company’s consolidated financial statements.

In June 2009, the FASB issued ASC 860 (previously SFAS No. 166, “Accounting for Transfers of Financial Assets”) , which requires additional information regarding transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company does not believe this pronouncement will impact its financial statements.

In June 2009, the FASB issued ASC 810 (previously SFAS No. 167) for determining whether to consolidate a variable interest entity. These amended standards eliminate a mandatory quantitative approach to determine whether a variable interest gives the entity a controlling financial interest in a variable interest entity in favor of a qualitatively focused analysis, and require an ongoing reassessment of whether an entity is the primary beneficiary. This Statement shall be effective for reporting period that begins after November 15, 2009. The Company does not believe this pronouncement will impact its financial statements.

In June 2009, the FASB issued new guidance which is now part of ASC 105-10, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (ASC 105-10) (formerly Statement of Financial Accounting Standards No. 168),  establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles. ASC 105-10 is effective for interim and annual periods ending after September 15, 2009. The adoption of ASC 105-10 did not have a material impact on the Company’s consolidated financial statements.

In August 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05, which amends ASC Topic 820, Measuring Liabilities at Fair Value, which provides additional guidance on the measurement of liabilities at fair value. These amended standards clarify that in circumstances in which a quoted price in an active market for the identical liability is not available, we are required to use the quoted price of the identical liability when traded as an asset, quoted prices for similar liabilities, or quoted prices for similar liabilities when traded as assets. If these quoted prices are not available, we are required to use another valuation technique, such as an income approach or a market approach. These amended standards are effective from October 1, 2009, and do not have a significant impact on our consolidated financial statements.

In January 2010, the FASB issued ASU No. 2010-06 Fair Value Measurements and Disclosures Topic 820 “Improving Disclosures about Fair Value Measurements”.  This ASU requires some new disclosures and clarifies some existing disclosure requirements about fair value measurement as set forth in Codification Subtopic 820-10. The FASB’s objective is to improve these disclosures and, thus, increase the transparency in financial reporting. This pronouncement is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements.  Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this ASU will not have a material impact on the Company’s consolidated financial statements.

10

In October 2009, the FASB issued guidance on revenue recognition that will become effective for the Company beginning July 1, 2010, with earlier adoption permitted. Under the new guidance on arrangements that include software elements, tangible products that have software components that are essential to the functionality of the tangible product will no longer be within the scope of the software revenue recognition guidance, and software-enabled products will now be subject to other relevant revenue recognition guidance. Additionally, the FASB issued guidance on revenue arrangements with multiple deliverables that are outside the scope of the software revenue recognition guidance. Under the new guidance, when vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration using the relative selling price method. The new guidance includes new disclosure requirements on how the application of the relative selling price method affects the timing and amount of revenue recognition. We believe adoption of this new guidance will not have a material impact on our financial statements.

Reclassifications:

For comparative purposes, the prior year’s consolidated financial statements have been reclassified to conform with report classifications of the current year.

NOTE 3 - INVENTORIES

Inventories at December 31, 2009 and 2008 consisted of the following:

	2009		2008
Finished Goods	$	1,709,107	$	68,535
Total	$	1,709,107	$	68,535

NOTE 4 -ACCRUED EXPENSES AND OTHER PAYABLE

Accrued expenses and other payable consisted of the following as of December 31, 2009 and 2008:

		2009		2008
Accrued consulting fees	$	13,462	$	-
Accrued interest		12,428		-
Accrued general and administrative expenses		346,058		-
Other		2,755		3,661
Accrued payroll		128		-
Tax payable		2,673		-
Other payable		176,356		325,711
Total	$	577,825	$	329,372

NOTE 5- DEBT AGREEMENTS

Factoring Line of Credit

ASI Holdings Ltd has entered into a factoring line of credit agreement with HSBC to factor purchase orders from two major customers under the agreement, the company is required to submit all sales invoices to HSBC. The payments from customers go directly to HSBC.  After repayment of funds drawn and service charges, the balance of funds (50% - 70%) received are credited to ASI Holdings Ltd.  As of December 31, 2009 and 2008 the company had outstanding balances of $504,368 and $145,083 respectively.  Amounts due the bank are secured by the uncollected accounts receivable.

The Company has entered into a letter of credit guaranty facility and a factoring and loan agreement with HSBC for major portion of its accounts receivable through March 6, 2008. HSBC has a security interest in all of the Company’s assets. It purchases and factors up to 70% of approved sales up to a $3 million limit. A factoring commission is charged based upon the invoice’s payment terms. Letters of credit guarantees are issued up to a $0.6 million limit with a fee of 0.90% charged upon their issuance.

Short Term Loan

On January 15, 2009 the Company entered into an Investment Agreement with Faithful Aim Limited whereby the amount of the loan will be converted into capital stock unless the acquisition of ASI by AuraSound is not consummated, in which case the loan will become a commercial loan with an interest rate of five percent.  As of December 31, 2009 the acquisition had not been consummated and the balance of $500,000 was considered an interest bearing note. ASI accrued interest of $12,500 on this note during the year ended December 31, 2009. The note is due in ten equal installments upon demand if the acquisition is not consummated.

11

Secured Bank Overdraft

On December 31, 2009, ASI had an overdraft due to HSBC of $28,923.  The overdraft is secured by accounts receivable of the Company and by the founders’ personal guarantee.  The amount has been reclassified as a current liability.

NOTE 6 - RELATED PARTY TRANSACTIONS AND COMMITMENT

Due to Related Parties amounted to $0 and $71,837 as of December 31, 2009 and 2008, respectively. The loan was from the shareholder for the purpose of working capital. The loans is interest free, due on demand and unsecured.

NOTE 7 - STOCKHOLDERS' EQUITY

Common Stock

At December 31, 2009 and 2008, the Company was authorized to issue 50,000 shares of $0.1282 par value common stock. There were 50,000 common shares issued and outstanding as of December 31, 2009 and 2008.

NOTE 8 - INCOME TAXES

The Company did not record any income tax expense due to net loss during the years ended December 31, 2009 and 2008.

A provision for income taxes has not been provided in these financial statements due to the net loss carry-forward. At December 31, 2009, the Company had net operating loss carry-forwards of approximately $2,930,658.

NOTE 9- MAJOR CUSTOMERS AND MAJOR VENDORS

The Company had one major customers during the year ended December 31, 2009 which accounted for 78% of its sales.  The Company had three major customers during the year ended December 31, 2008 which accounted for 22%, 19% and 17% of its sales respecitively. The receivables due from these customers as of December 31, 2009 and 2008 totaled $4,555,259 and $respectively.

The Company had one major vendor during the year ended December, 2009 which accounted for 93% of the Company’s purchases. During the year ended December 31, 2008 one major vendor accounted for over 95% of the Company’s purchases.  The amount due this vendor as of December 31, 2009 and 2008 totaled $7,610,591 and $5,339,358 respectively.

NOTE 10 - ENTITY DISPOSED

The Digital Experience Limited was disposed on November 11, 2009.  

The components of loss from operations related to the entity disposed for the years ended December 31, 2009 and 2008 are shown below.

	2009		2008
Net sales	$	-	$	-
Cost of sales		-		-
Gross profit		-		-
Operating expenses
Selling expenses		-		-
Research & development expenses		-		7,670
General and administrative		-		-
Total operating expenses		-		7,670
Loss from operations		-		(7,670	)
Non-operating expenses
Other income(loss)		-		5
Interest income		-		-
Net Loss before income tax		-		(7,665	)
Non-controlling interest		-		(2,726-
Net loss from entity disposed	$	-	$	(4,939	)

12

Assets and liabilities for the entity spun off as of September 30, 2009 and 2008 are as follows:

	December 31, 2009		December 31, 2008
Assets
Other current assets	$	-	$	733
Total Assets		-		733
Liabilities
Account payable and accrued expenses		-		1,692
Due to related party		-		33,328
Total Liabilities		-		35,290
Net liabilities	$	-	$	(34,557	)

NOTE 11.  CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS

The Company's operations are carried out in Hong Kong. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environments in Hong Kong, and by the general state of Hong Kong’s economy.

The Company's operations in Hong Kong are subject to specific considerations and significant risks not typically associated with companies in the North America and Western Europe.  These include risks associated with, among others, the political, economic and legal environments and foreign currency      exchange.  The Company’s results may be adversely affected by changes in governmental policies   with   respect   to   laws   and    regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

The Company does not maintain fire, theft or liability insurance. The Company is exposed to various risks of loss related to torts; theft of, damage to and destruction of assets; error and omissions and natural disasters.

NOTE 12. COMMITMENTS AND CONTINGENCIES

a) Operating Leases

Effective May 1, 2009 the Company entered into a two year lease agreement. The agreement contains a base rent escalation clause. The Company leases it office facility under a month-to-month rental agreement at $2,726 per month. For the year ended December 31, 2009 rent expense for the operating lease totaled $21,805.

The future minimum lease payments under non-cancelable leases are as follows:

2010	$ 32,708
2011	$ 10,903

b) Litigation

There was no litigation against the Company as of December 31, 2009.

13

EXHIBIT 21

SIGNIFICANT SUBSIDIARIES

Subsidiary Name	Place of Incorporation	Principal  Business Activity
The Digital Experience Limited ASI Audio Technologies L.L.C.	Hong Kong, SAR Arizona, USA	Agency Service Product Development & Support Services

EX-99.2 BYLAWS

Exhibit 99.2

ASI HOLDINGS LIMITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

June 30, 2010

Index to Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheet as of June 30, 2010 and December 31, 2009 (unaudited)	2
Condensed Consolidated Statement of Operations for the six months period ended June 30, 2010 and 2009 (unaudited)	3
Condensed Consolidated Statements of Cash Flows for the six months period ended June 30, 2010 and 2009 (unaudited)	4
Notes to Condensed Consolidated Financial Statements (unaudited)	5 to 11

ASI Holdings Limited

Condensed Consolidated Balance Sheets  

(Unaudited)

	As of			As of
	June 30, 2010			December 31, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	272,432		$	90,543
Accounts receivable, net of allowance for bad debts		5,404,565			4,767,736
Inventories, net		2,606,109			1,709,107
Deposits		46,029			24,688
Prepayments		16,982			30,780
Other receivables		6,664			-
Total current assets		8,352,781			6,622,854
Property and equipment, at cost		101,207			39,115
Less: accumulated depreciation		(50,960	)		(15,466	)
Property and equipment, net		50,247			23,649
Total assets	$	8,403,028		$	6,646,503
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Secured bank overdraft		-			28,923
Short term loan		500,000			500,000
Accounts payable		10,512,657			7,684,336
Provision for warranty service		469,365			276,362
Accrued expenses and other payable		509,237			577,825
Due to bank under factoring agreement		25,652			504,368
Total liabilities	$	12,016,911		$	9,571,814
Stockholders' deficit
Common stock, $0.1282 par value;		6,410			6,410
Other comprehensive loss		(26,494	)		(1,063	)
Accumulated deficit		(3,593,799	)		(2,930,658	)
Total stockholders' deficit		(3,613,883	)		(2,925,311	)
Total liabilities and stockholders' deficit	$	8,403,028		$	6,646,503

See accompanying notes to condensed consolidated financial statements.

2

ASI Holdings Limited

Condensed Consolidated Statement of Operations

(Unaudited)

	For Six Months Ending
	June 30, 2010			June 30, 2009
Net revenue	$	10,973,580		$	8,009,840
Cost of revenue		10,201,436			7,018,201
Gross profit		772,144			991,639
Operating expenses
Selling expenses		220,230			21,985
General and administrative		1,108,589			1,000,482
Total operating expenses		1,328,819			1,022,467
Loss from operations		(556,675	)		(30,829	)
Other expenses:
Factoring charges		106,465			-
Total other expenses		106,465			-
Net loss from continuing operations		(663,141	)		(30,829	)
Other comprehensive loss
Foreign currency translation Loss		25,431			5,723
Net comprehensive loss	$	(688,571	)	$	(36,552	)

See accompanying notes to condensed consolidated financial statements.

3

ASI Holdings Limited
Condensed Consolidated Statement of Cash Flows

(Unaudited)

	For Six Months Ended
	June 30, 2010			June 30, 2009
Operating activities:
Net loss from continuing operations	$	(663,141	)	$	(30,829	)
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation		35,494			35,698
Increase in accounts receivable		(636,829	)		(3,128,176	)
Increase in inventory		(897,002	)		(2,067,647	)
Decrease in prepaid expenses		13,798			605
Increase in other receivable		(6,665	)		-
Increase in deposits		(21,341	)		(1,163	)
Decrease non-controlling Interest		-			12,287
Increase in accounts payable		2,828,320			4,325,422
Increase/(decrease) in accrued expenses		(68,588	)		642,893
Increase in warranty provision		193,003			105,960
Decrease related party		-			(71,837	)
Decrease secured bank draft		(28,923	)		-
Increase short term loan		-			500,000
Net cash provided by operating activities from continuing operations		1,411,269			354,042
Investing activities:
Acquisitions of property and equipment		(62,092	)		(33,000	)
Net cash used in investing activities		(62,092	)		(33,000	)
Financing activities:
Repayment of installment loan		(478,716	)		(143,695	)
Net cash used in financing activities		(478,716	)		(143,695	)
Effect of exchange rate change on cash and cash equivalents		(25,431	)		(5,723	)
Cash and cash equivalents, beginning balance		90,543			32,870
Cash and cash equivalents, ending balance	$	272,432		$	173,665

See accompanying notes to condensed consolidated financial statements.

4

ASI HOLDINGS LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - ORGANIZATION AND OPERATIONS

General

ASI Holdings Limited (the “Company” or “we”, “us” and “our”) was incorporated under the laws of Hong Kong as a limited liability company on May 22, 2007. The Company’s principle registered offices are located at Unit E-F, 10/F, Neich Tower, 128 Gloucester Road, Wanchai, Hong Kong. The Company is engaged in the development, commercialization, and sales of audio products, sound systems, and audio components.

Basis of Presentation

The Company’s unaudited condensed consolidated financial statements for the period presented have been prepared in accordance with accounting principles generally accepted in the United States.  All significant inter-company transactions and accounts have been eliminated in consolidation.  The functional currency is the Hong Kong Dollar (HKD); however the accompanying financial statements have been translated and presented in United States Dollars (USD).

Going Concern:

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of its liabilities in the normal course of business. Through the six months ended June 30, 2010, the Company had incurred cumulative losses of $3,593,799 including net losses from continuing operations of $663,141 for the six months ended June 30, 2010.

In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management has taken the following steps to revise its operating and financial requirements; (i) the Company plans to raise additional capital by selling more shares to current shareholders and potential investors with a discount price; (ii) the Company also plans to borrow money from current shareholders and potential investors with an attractive interest rate; (iii) the Company plans to reduce overhead and administrative expenses by reducing unnecessary marketing and advertisement expenses, improving efficiency on the distribution channel and negotiating favorable contracts.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation:

The accompanying unaudited condensed consolidated financial statements for the six months period ended June 30, 2010 include the accounts of the Company and its wholly owned subsidiaries ASI Holdings Limited representative office in China and ASI Audio Technologies L.L.C.  All material inter-company accounts have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and disclosures made in the accompanying notes. Actual results could differ from those estimates.

Foreign currency translation

The reporting currency is the U.S. dollar. The functional currency of the Company is the local currency, the Hong Kong Dollar (“HKD”). The financial statements of the Company are translated into United States dollars in accordance with Statement of Financial Accounts Standards (“SFAS”) No. 52 (ASC830), “Foreign Currency Translation”, using year-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses and historical rates for the equity. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income. At June 30, 2010 and 2009, the cumulative translation adjustment of ($25,431) and ($5,723), respectively, was classified as an item of other comprehensive income in the stockholders’ deficit section of the consolidated balance sheets. For the six month period ended June 30, 2010 and year ended December 31, 2009, accumulated other comprehensive income (loss) was ($26,494) and ($1,063), respectively.

5

Cash and Cash Equivalents

Cash and cash equivalents include cash in hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. As of June 30, 2010 and December 31, 2009, the cash and cash equivalents amounted to $272,432 and $90,543, respectively.

Accounts Receivable

The Company maintains an allowance for uncollectible accounts receivable to estimate the risk of extending credit to customers and distributors. The allowance is estimated based on the customers’ or distributors’ compliance with our credit terms, the financial condition of the customers or distributors and collection history where applicable. Additional allowances could be required if the financial condition of our customers or distributors were to be impaired beyond our estimates. As of June 30, 2010 and December 31, 2009, the allowance for doubtful accounts amounted to $0 and $554,763, respectively.

Inventories

Inventories are valued at the lower of cost (first-in, first-out) or market. Appropriate consideration is given to deterioration, obsolescence and other factors in evaluating net realizable value.

Property and Equipment

Property and equipment, including leasehold improvements, are recorded at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets as follows: 

Office equipment	5 years
Furniture and fixtures	5 years

Improvements to leased property are depreciated over the lesser of the life of the lease or the life of the improvements. Depreciation expense on assets acquired under capital leases is included with depreciation expense on owned assets. As of June 30, 2010 and December 31, 2009, the Company had net property, plant and equipment in the amount of $50,247 and $23,649, respectively, consisting of the following:

	June 30,			December 31,
	2010			2009
Office furniture and fixtures	$	3,162		$	2,778
Leasehold improvements		60,325			23,822
Office equipment		37,720			12,514
Total		101,207			39,114
Less accumulated depreciation		(50,960	)		(15,466	)
Total	$	50,247		$	23,648

Maintenance and minor replacements are charged to expense as incurred. Gains and losses on disposals are included in the results of operations.

Valuation of Long-Lived Assets

The Company has adopted Statement of Financial Accounting Standards No. 144 (ASC 360), “Accounting for the Impairment or Disposal of Long-Lived Assets”, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes the pronouncement “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and the accounting and reporting provisions of APB Opinion No. 30, “Reporting the Results of Operations for a Disposal of a Segment of a Business.” The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with SFAS 144 (ASC 360) which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.

6

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from our normal business activities. We place our cash in what we believe to be credit-worthy financial institutions. We control credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

Revenue Recognition

The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”.  In all cases, revenue is recognized when it has evidence of an arrangement, a determinable fee, and when collection is considered to be probable and products are delivered.  This occurs upon shipment of the merchandise, which is when legal transfer of title occurs.  

Warranty and Customer Support

The Company typically warrants its products against defects in materials and workmanship for a period of one year from the date of shipment. Reserves for sales allowances and customer returns are established based upon historical experience and management’s estimates of future returns.  Sales returns as of June 30, 2010 and 2009 were $506,269 and $105,960, respectively.

Research and Development

Research and development costs are expensed as incurred.

Income Taxes

The Company utilizes SFAS No. 109 (ASC 740), "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASI Holdings Ltd has significant income tax net operating losses carried forward from prior years. Due to the uncertainty of the realizability of the related deferred tax asset, a reserve equal to the amount of deferred income taxes has been established at June 30, 2010 and December 31, 2009.

Fair Value of Financial Instruments

Statement of Financial Accounting Standard No. 107 (ASC 825), “Disclosures about Fair Value of Financial Instruments”, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value.

Segment Reporting

Statement of Financial Accounting Standards No. 131 (ASC 280), “Disclosure about Segments of an Enterprise and Related Information” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. SFAS 131 (ASC 280) has no effect on the Company’s unaudited condensed consolidated financial statements as the Company consists of one reportable business segment as of June 30, 2010 and December 31, 2009.

Risks and Uncertainties

The Company is subject to substantial risks from, among other things, intense competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. Our management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

7

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

New Accounting Pronouncements

In January 2010, the FASB issued ASU No. 2010-06 Fair Value Measurements and Disclosures Topic 820 “Improving Disclosures about Fair Value Measurements”.  This ASU requires some new disclosures and clarifies some existing disclosure requirements about fair value measurement as set forth in Codification Subtopic 820-10. The FASB’s objective is to improve these disclosures and, thus, increase the transparency in financial reporting. This pronouncement is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements.  Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this ASU will not have a material impact on the Company’s condensed consolidated financial statements.

In October 2009, the FASB issued guidance on revenue recognition that will become effective for the Company beginning July 1, 2010, with earlier adoption permitted. Under the new guidance on arrangements that include software elements, tangible products that have software components that are essential to the functionality of the tangible product will no longer be within the scope of the software revenue recognition guidance, and software-enabled products will now be subject to other relevant revenue recognition guidance. Additionally, the FASB issued guidance on revenue arrangements with multiple deliverables that are outside the scope of the software revenue recognition guidance. Under the new guidance, when vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration using the relative selling price method. The new guidance includes new disclosure requirements on how the application of the relative selling price method affects the timing and amount of revenue recognition. We believe adoption of this new guidance will not have a material impact on our financial statements.

Reclassifications:

For comparative purposes, the prior year’s consolidated financial statements have been reclassified to conform with report classifications of the current year.

NOTE 3 - INVENTORIES

Inventories at June 30, 2010 and December 31, 2009 consisted of the following:

	June 30,			December 31,
	2010			2009
Finished goods	$	2,610,818		$	1,709,107
Reserve for "C" stock returns		(4,709	)		-
	$	2,606,109		$	1,709,107

8

NOTE 4 -ACCRUED EXPENSES AND OTHER PAYABLE

Accrued expenses and other payable consisted of the following as of June 30, 2010 and December 31, 2009:

	June 30,		December 31,
	2010		2009
Accrued consulting fees	$	-	$	13,462
Accrued interest		18,222		12,428
Accrued general and administrative expenses		339,794		346,058
Other		337		2,755
Accrued payroll		-		128
Tax payable		-		2,673
Other payable		150,884		200,321
Total	$	509,237	$	577,825

NOTE 5- DEBT AGREEMENTS

Factoring Line of Credit

ASI Holdings Ltd has entered into a factoring line of credit agreement with HSBC to factor purchase orders from two major customers. Under the agreement, the Company is required to submit all sales invoices to HSBC.  The payments from customers go directly to HSBC.  After repayment of funds drawn and service charges, the balance of funds (50% - 70%) received are credited to ASI Holdings Ltd.  As of June 30, 2010 and December 31, 2009, the Company had outstanding balances of $25,652 and $504,368, respectively.  Amounts due the bank are secured by the uncollected accounts receivable. HSBC has a security interest in all of the Company’s assets. It purchases and factors up to 70% of approved sales up to a $3 million limit. A factoring commission is charged based upon the invoice’s payment terms. Letters of credit guarantees are issued up to a $1 million limit with a fee of 0.90% charged upon their issuance.

On July 20, 2010, the Company terminated the factoring line of credit agreement with HSBC and paid off its obligation of $25,652.

Short Term Loan

On January 15, 2009 the Company entered into an Investment Agreement with Faithful Aim Limited whereby the amount of the loan will be converted into capital stock unless the acquisition of ASI by AuraSound is not consummated, in which case the loan will become a commercial loan with an interest rate of five percent.  As of June 30, 2010 the acquisition had not been consummated and the balance of $500,000 is considered an interest bearing note. ASI accrued interest of $18,222 during the six months ended June 30, 2010. The note is due in ten equal installments upon demand if the acquisition is not consummated.

NOTE 6 - STOCKHOLDERS' EQUITY

Common Stock

At June 30, 2010, the Company was authorized to issue 50,000 shares of $0.1282 par value common stock. There were 50,000 common shares issued and outstanding as of June 30, 2010 and December 31, 2009.

NOTE 7 - INCOME TAXES

The Company did not record any income tax expense due to net loss during the interim period ended June 30, 2010.  A provision for income taxes has not been provided in these financial statements due to the net loss carry-forward. At June 30, 2010, the Company had net operating loss carry-forwards of approximately $3,593,799.

NOTE 8 – MAJOR CUSTOMERS AND VENDORS

The Company had a concentration of customers during the six months ended June 30, 2010 which accounted for most of its sales.  The Company had a concentration of customers during the year ended December 31, 2009 which accounted for most of its sales.  The receivables due from these customers as of June 30, 2010 and December 31, 2009 totaled $4,963,217 and $4,555,259 respectively.

9

The Company had a concentration of vendors during the six month period ended Junes 30, 2010, which accounted for most of the Company’s purchases.  During the year ended December 31, 2009 a concentration of vendors accounted for most of the Company’s purchases.  The amount due to these vendors as of June 30, 2010 and December 31, 2009 totaled $9,504,702 and $7,610,591 respectively.

NOTE 9- CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS

The Company's operations are carried out in Hong Kong. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environments in Hong Kong and by the general state of Hong Kong’s economy.

The Company's operations in Hong Kong are subject to specific considerations and significant risks not typically associated with companies in the North America and Western Europe.  These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange.  The Company’s results may be adversely affected by changes in governmental policies   with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

NOTE 10- COMMITMENTS

Operating Leases

Effective March 30, 2010 the Company entered into a three year, cancelable operating lease agreement for an office copy machine for $128 per month.

The future minimum lease payments under non-cancelable leases are as follows:

2010	$	27,293
2011	$	3,348
2012	$	385

NOTE 11- SUBSEQUENT EVENTS

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through October 15, 2010, the date the financial statements were available to be issued.

On July 15, 2010, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) on July 10, 2010 with AuraSound, Inc., a Nevada corporation (“AuraSound”), and wholly-owned subsidiary ASI Audio Technologies, LLC, an Arizona limited liability company (“ASI Arizona”).  Pursuant to the Asset Purchase Agreement,  AuraSound agreed to acquire substantially all of the business assets and certain liabilities of the Company and ASI Arizona, in consideration of the issuance to the two shareholders of the Company of an aggregate of 5,988,005 shares (the “ASI Transaction Shares”) of unregistered common stock of AuraSound (“Common Stock”), and the issuance to Sunny World Associates Limited (“Sunny World”), the owner of 90% of the outstanding shares of the Company and controlled by the founder and Chief Executive Officer of the Company, Mr. Harald Weisshaupt, a five (5) year warrant to purchase an aggregate of 3,000,000 shares of Common Stock (the “ASI Warrant Shares”) at an exercise price of $1.00 per share (the “ASI Warrant”).

Pursuant to the Asset Purchase Agreement, Sunny World will receive 90% of the ASI Transaction Shares, and Faithful Aim Limited (“Faithful Aim”), the owner of 10% of the outstanding shares of the Company, will receive 10% of the ASI Transaction Shares, all subject to and in accordance with the APA Amendment (as defined in the paragraph below).

On July 31, 2010 (the “Closing Date”), the Company, AuraSound and ASI Arizona entered into Amendment No. 1 to the Asset Purchase Agreement (the “APA Amendment”), pursuant to which the parties agreed that only 500,000 of the ASI Transaction Shares would be released to the shareholders of the Company on the Closing Date, and the balance of 5,488,005 shares (the “Contingent Shares”) would be held in escrow by AuraSound’s outside legal counsel until (i) AuraSound or its manufacturer Guoguang Electric Company Limited, a Chinese corporation (“GGEC China”), or an affiliate of GGEC China, including, without limitation, GGEC America, Inc. (“GGEC”), obtains the license rights needed for AuraSound to manufacture and sell the Company’s products to the Company’s customers after the Closing Date, and  (ii) all of the members of AuraSound’s Board of Directors who have no beneficial ownership interest in the Contingent Shares approve the release of the Contingent Shares to the shareholders of the Company, which approval shall not be unreasonably withheld if the condition in the preceding clause (i) is satisfied.  The shareholders of the Company will have the right to vote their respective Contingent Shares notwithstanding that the Contingent Shares are held in escrow, until or unless the Contingent Shares are cancelled as contemplated in the following sentence.  If the conditions in the preceding clauses (i) and (ii) are not satisfied on or prior to the six month anniversary of the Closing Date, the Contingent Shares shall be deemed automatically cancelled in their entirety and the certificates representing the Contingent Shares shall be returned forthwith to AuraSound’s transfer agent for cancellation.

10

On July 20, 2010, the Company terminated the factoring line of credit agreement with HSBC and paid off its obligation of $25,652.

Effective July 31, 2010 the Company changed its name from ASI Holdings Limited to DXP Holdings Limited.

Effective August 4, 2010 the Company entered into a 6 month lease agreement.  The base monthly rent per the rental agreement is $1,591 per month with an estimated $219 per month of additional building management fees and utilities.

11

EXHIBIT 21

SIGNIFICANT SUBSIDIARIES

Subsidiary Name	Place of Incorporation	Principal  Business Activity
ASI Holdings Limited	Shenzhen, China	Product Development & Support Services
Representative office in China
ASI Audio Technologies L.L.C.	Arizona, USA	Product Development & Support Services

EX-99.3 VOTING TRUST

Exhibit  99.3

AURASOUND, INC. AND SUBSIDIARIES

PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2010

(UNAUDITED)

The following unaudited Pro-Forma Statement of Financial Condition and Statement of Operations have been derived from the audited consolidated financial statements of AuraSound, Inc. (“AuraSound” or the “Company”) as of June 30, 2010 and the unaudited financial statements of ASI Holdings Limited (a Hong Kong corporation) (“ASI Holdings”) as of June 30, 2010. The unaudited Pro Forma Statement of Financial Condition and Statement of Operations reflect the 100% acquisition of ASI Holdings by AuraSound under an asset purchase agreement. The Company has accounted for the acquisition under the purchase method of accounting for business combinations. The Pro-forma Statement of Financial Condition and Pro-forma Statement of Operations assumes the acquisition was consummated as of July 1, 2009, the beginning of AuraSound’s fiscal year.

The total purchase price consideration of $24,352,505 is based on the aggregate fair values of the total share issuance to the stockholders of ASI Holdings as of July 31, 2010.

The Pro-Forma Statement of Financial Condition and Statement of Operations should be read in conjunction with the consolidated financial statements of AuraSound, related notes to the financial statements, and the consolidated financial statements of ASI Holdings. The Pro-Forma statements do not purport to represent what the Company’s financial condition and results of operations would actually have been if the acquisition of ASI Holdings had occurred on the date indicated or to project the Company’s results of operations for any future period or date.  The Pro-Forma adjustments, as described in the accompanying data, are based on available information and the assumptions set forth in the notes below, which management believes are reasonable.

1

AURASOUND INC AND SUBSIDIARIES

UNAUDITED CONSOLIDATED PRO-FORMA STATEMENTS OF FINANCIAL CONDITION

AS OF JUNE 30, 2010

	Aurasound			ASI Holdings			Pro Forma			Pro Forma
ASSETS	June 30, 2010			June 30, 2010			Adjustment			Combined
Current assets:
Cash and cash equivalents	$	129,939		$	272,432		$	-		$	402,371
Accounts receivable, net		3,432,135			5,404,565			-			8,836,700
Inventories, net		537,198			2,606,109			-			3,143,307
Deposits		-			46,029			-			46,029
Prepayments		-			16,982			-			16,982
Other receivables		-			6,664			-			6,664
Total current assets		4,099,272			8,352,781			-			12,452,053
Property and equipment, net		106,465			50,247			-			156,712
Goodwill		-			-			12,149,476	(1)		12,149,476
Intangible assets, net		-			-			2,843,333	(1) (2)		2,843,333
Total assets	$	4,205,737		$	8,403,028		$	14,992,809		$	27,601,575
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Short term loan		-			500,000			(500,000	)(3)		-
Accounts payable		6,916,004			10,512,657			-			17,428,661
Provision for warranty service		-			469,365			-			469,365
Accrued expenses		800,044			509,237			-			1,309,281
Notes payable		1,253,558			-			-			1,253,558
Due to officer		25,000			-			-			25,000
Note payable-related party		1,724,724			-			-			1,724,724
Due to bank under factoring agreement		-			25,652			-			25,652
Total liabilities	$	10,719,330		$	12,016,911		$	(500,000	)	$	22,236,241
Stockholders' equity (deficit)
Preferred stock		-			-			-			-
Common stock		46,787			6,410			56,851	(1)		110,048
Other comprehensive loss		-			(26,494	)		-			(26,494	)
Retained earnings (deficit)		(6,560,380	)		(3,593,799	)		15,435,959	(1) (2)		5,281,780
Total stockholders' equity (deficit)		(6,513,593	)		(3,613,883	)		15,492,810			5,365,334
Total liabilities and stockholders' equity (deficit)	$	4,205,737		$	8,403,028		$	14,992,810		$	27,601,575

 NOTES:

 (1) Elimination of common stock and accumulated earnings of ASI Holdings before the acquisition and to record the purchase of ASI Holdings by Aurasound.

 (2)  Includes 1-year amortization totaling $956,667 of intangible assets acquired.

 (3)  Conversion of debt to common stock.

2

AURASOUND INC AND SUBSIDIARIES

UNAUDITED CONSOLIDATED PRO-FORMA STATEMENTS OF OPERATIONS

FOR THE TWELVE MONTH PERIOD ENDED JUNE 30, 2010

	Aurasound			ASI Holdings			Pro Forma			Pro Forma
	12 Months Ended June 30, 2010						Adjustment			Combined
Net revenue	$	7,503,192		$	23,543,049			-			31,046,241
Cost of revenue		7,388,488			21,436,708			-			28,825,196
Gross profit		114,704			2,106,341			-			2,221,045
Operating expenses:
Research & development		411,779			-						411,779
Selling, general and administrative		1,765,263			3,187,345			(956,667	) (2)		3,995,941
Total operating expenses		2,177,042			3,187,345			(956,667	)		4,407,720
Loss from operations		(2,062,338	)		(1,081,004	)		956,667			(2,186,675	)
Other income (expenses):
Interest expense, net		(176,609	)		-			-			(176,609	)
Factoring charges		-			(220,254	)		-			(220,254	)
Total other income (expenses)		(176,609	)		(220,254	)		-			(396,863	)
Net loss from continuing operations		(2,238,947	)		(1,301,258	)		956,667			(2,583,538	)
Discontinued operations:
Gain on disposal of subsidiary		-			22,277			-			22,277
Net loss		(2,238,947	)		(1,278,981	)		956,667			(2,561,261	)
Other Comprehensive loss:
Foreign currency translation loss		-			(20,323	)		-			(20,323	)
Net comprehensive loss	$	(2,238,947	)	$	(1,299,304	)	$	956,667		$	(2,581,584	)
Earnings per share
Weighted average shares - basic & diluted		4,678,662			50,000				(1)		11,004,835
Basic & diluted net loss per share	$	(0.48	)	$	(25.99	)				$	(0.23	)

NOTES:

 (1)  Weighted-average number of shares outstanding for the combined entity includes all shares issued for the acquisition of 50,000 shares as if outstanding as of July 1, 2009.

 (2)  Amortization expense of intangible assets acquired in acquisition for the 12 month period ended June 30, 2010.

3

The total cost of acquisition is $24,352,505 which consists of common shares, warrants and assumed current non-interest bearing liabilities of ASI Holdings.

Total cost of acquisition:
Common share consideration		$	10,779,849
Warrants to stockholder			3,060,000
Assumed current non-interest bearing liabilities			10,512,656
Total purchase price		$	24,352,505
Allocation of cost of acquired entity:
Fair value of tangible assets		$	8,403,029
Intangible assets:
Customer relationships	1,500,000
Non-compete	200,000
Trade name	1,600,000
Backlog	500,000
Total identified intangibles	3,800,000		3,800,000
Unallocated cost of acquisition to goodwill			12,149,476
		$	24,352,505

4