FORM 10Q/A

0001493152-11-000340.txt : 20110906 0001493152-11-000340.hdr.sgml : 20110905 20110906163630 ACCESSION NUMBER: 0001493152-11-000340 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20110331 FILED AS OF DATE: 20110906 DATE AS OF CHANGE: 20110906 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AuraSound, Inc. CENTRAL INDEX KEY: 0000810208 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 205573204 STATE OF INCORPORATION: NV FISCAL YEAR END: 1109 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-51543 FILM NUMBER: 111076141 BUSINESS ADDRESS: STREET 1: 11839 EAST SMITH AVENUE CITY: SANTA FE SPRINGS, STATE: CA ZIP: 90670 BUSINESS PHONE: (562) 447-1780 MAIL ADDRESS: STREET 1: 11839 EAST SMITH AVENUE CITY: SANTA FE SPRINGS, STATE: CA ZIP: 90670 FORMER COMPANY: FORMER CONFORMED NAME: HEMCURE INC DATE OF NAME CHANGE: 19920703 10-Q/A 1 Form10QA.htm FORM 10Q/A FORM 10Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 2)

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

For the quarterly period ended March 31, 2011

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

Commission File Number: 000-51543

AuraSound, Inc.

(Exact name of registrant as specified in its charter)

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

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

(949) 829-4000

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. S Yes £ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). £ Yes £ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

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

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

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

Explanatory Note

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

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

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

PART I—FINANCIAL INFORMATION

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

Changes in Internal Control Over Financial Reporting

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

Remediation of Material Weakness

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

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

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

•

We instituted formal procedures and processes for booking invoices.

•

We created a system of checks and balances within our accounting and finance departments whereby persons holding different roles within such departments routinely check information prepared by others within such departments to confirm accuracy and completeness.

•

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

•

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

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

Part II—Other Information

Item 6. Exhibits

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

* Filed herewith

SIGNATURES

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

	AURASOUND, INC.

Dated: September 6, 2011	By:	/s/ Harald Weisshaupt
		Harald Weisshaupt
		President and Chief Executive Officer (Principal
		Executive Officer)

	By:	/s/ Harald Weisshaupt
		Harald Weisshaupt
		Chief Financial Officer (Principal Accounting and
		Financial Officer)

EX-31.1 2 ex31-1.htm EXHIBIT 31-1 EXHIBIT 31.1

EXHIBIT 31.1

CERTIFICATION

I, Harald Weisshaupt, certify that:

I have reviewed this Quarterly Report on Form 10-Q of AuraSound, Inc., as amended;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s control over financial reporting.

Dated: September 6, 2011	/s/ Harald Weisshaupt
	Harald Weisshaupt, President and Chief Executive
	Officer
	(Principal Executive Officer)

EX-31.2 3 ex31-2.htm EXHIBIT 31-2 EXHIBIT 31.2

EXHIBIT 31.2

CERTIFICATION

I, Harald Weisshaupt, certify that:

I have reviewed this Quarterly Report on Form 10-Q of AuraSound, Inc., as amended;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s control over financial reporting.

Dated: September 6, 2011	/s/Harald Weisshaupt
	Harald Weisshaupt, Chief Financial Officer
	(Principal Financial Officer)

EX-32 4 ex32.htm EXHIBIT 32 EXHIBIT 32

EXHIBIT 32

CERTIFICATION

I, Harald Weisshaupt, the Principal Executive Officer and Principal Financial Officer of AuraSound, Inc. (the “Company”), hereby certify, pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, that:

(a) Based on my knowledge, the Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2011, as amended, fully complies with the requirements of section 13(a) or 15(b) of the Securities Exchange Act of 1934; and

(b) Based on my knowledge, information contained in such Quarterly Report on Form 10-Q, as amended, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: September 6, 2011

/s/Harald Weisshaupt
Harald Weisshaupt
President and Chief Executive Officer
(Principal Executive Officer)

Dated: September 6, 2011

/s/Harald Weisshaupt
Harald Weisshaupt
Chief Financial Officer
(Principal Financial Officer)

This certification accompanies the Report pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934.