UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section~~report 13(Date orof ~~15(d~~earliest event reported): ofDecember 21, ~~the~~2012

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 12, 2012

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.)

~~2850~~1801 ~~Red~~E. ~~Hill Avenue~~Edinger, Suite ~~100~~ 190

Santa Ana, California 92705

(Address of Principal Executive Offices)

(949) 829-4000

(~~Issuer~~Registrant’s Telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2 below).

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

~~[ ]~~ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 ~~CFR240~~CFR 240.14a-12)

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

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

Item 1.03 Bankruptcy or Receivership.

On December 21, 2012, AuraSound, Inc. (the “Company”) filed a voluntary petition for relief (the “Bankruptcy Filing”) under chapter 11 of title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Central District of California in Santa Ana (the “Bankruptcy Court”) case number 8:12-bk-24400-MW. The Company will continue to operate its business as a “debtor in possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court.

The Company’s stockholders are cautioned that trading in shares of the Company’s common stock during the pendency of the Bankruptcy Filing will be highly speculative and will pose substantial risks. Trading prices for the Company’s common stock may bear little or no relationship to the actual recovery, if any, by holders thereof in the Company’s Bankruptcy Filing. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common stock.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~(b) On~~Appointment ~~July 24, 2012, Aman Singha resigned as President~~ of ~~Aurasound, Inc.~~Chief ~~(the~~Restructuring ~~“Company”), effective immediately.~~Officer

~~(c)~~ On ~~June 12~~December 18, 2012, the ~~board~~Board of ~~directors~~Directors of the Company appointed ~~Anthony~~ JBrian S. ~~Fidaleo~~Weiss asof ~~acting~~BSW & ~~Chief~~Associates ~~Financial~~(“BSWA”) ~~Officer~~as of the Company.’s Mr. Fidaleo, age 53, has operated an accounting and consulting practice since 1992, primarily acting in that role as an acting chief financial officer or senior consultant for publicly-traded companies of various sizes. From November 2005 to February 2009, Mr. Fidaleo served as Chief ~~Financial~~Restructuring Officer, Chief Operating Officer, Executive Vice President and a member of the board of directors and operating committee of iMedia International, Inc., an early-stage publicly-traded interactive content solutions company. Mr. Fidaleo was recently appointed as an independent member of the board of directors of OriginOil, Inc., a developer of a breakthrough technology to ~~convert~~lead ~~algae into renewable crude oil. Mr. Fidaleo is an inactive certified public accountant in California and worked in~~ the public accounting field from 1982 to 1992, primarily with BDO Seidman, LLP, where he attained the level of audit senior manager. Mr. Fidaleo received a B.S. degree in Accounting from California State University, Long Beach. There are no family relationships known to the Company’s ~~between~~restructuring Mreffort. ~~Fidaleo and any other officers or directors of the Company.~~

~~(d) On~~Mr. Weiss, ~~July~~age 2041, ~~2012,~~is the ~~board~~founder ofand ~~directors~~Principal of ~~the~~BSWA. Mr. Weiss ~~Company~~specializes ~~appointed Bruce~~in L.advising ~~Graham,~~public ~~Edward~~and Wuprivate ~~and~~companies Yuin ~~Zhang~~complex totransactions ~~fill~~including ~~vacant~~business ~~seats~~restructurings onand ~~the~~acquisitions/divestitures, Interim/Acting ~~board~~CFO ofservices, ~~directors.~~and Incomplex ~~connection~~SEC ~~with~~and ~~their~~GAAP ~~appointments~~issues. Prior to ~~the~~ ~~board~~founding ofBSWA ~~directors~~in ~~of the Company~~2006, Mr. Weiss ~~Graham,~~served ~~Mr.~~as WuVice ~~and~~President ~~Ms. Zhang will each receive compensation consisting~~ of ~~$10~~Finance,~~000~~ ~~per year~~North ~~paid~~America infor ~~equal~~Tomy ~~quarterly~~Co. ~~installments~~Ltd. Mr. Weiss ~~There~~is ~~are~~a nocertified ~~arrangements~~public ~~or understandings between any of Mr~~accountant. ~~Graham,~~ Mr. Weiss Wuhas ora MsB. ~~Zhang~~A. ~~and~~in ~~any~~Business ~~other~~from ~~persons~~San ~~pursuant~~Diego toState ~~which~~University ~~such~~and ~~individual~~an ~~was~~M.B.A. ~~appointed~~from ~~to serve on~~ the ~~board~~University of ~~directors~~Southern ~~of the Company~~California.

~~Item~~On 7December 18, 2012, the Company entered into an engagement agreement (the “Agreement”) with BSWA, which is controlled by Mr.01 Weiss. Under ~~Regulation~~the FDterms ~~Disclosure.~~of the Agreement, BSWA shall perform services, including, but not limited to:

On· Developing ~~July~~bankruptcy 31, 2012, the Company’s subsidiary, Aurasound Wuhan Co., Ltd. (“Aurasound Wuhan”), a company organized under the laws of the People’s Republic of China, applied with the Wuhan Municipal Bureau of Commerce for dissolution and liquidation of all of its assets. The Company authorized the dissolution of Aurasound Wuhan because Aurasound Wuhan had incurred substantial losses in recent periods.strategy;

In· Negotiating ~~accordance~~ with General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.creditors;

~~SIGNATURE~~· Preparing business analysis; and

~~Pursuant~~· Providing torestructuring ~~the~~advice ~~requirements~~and ofassistance to the ~~Securities Exchange~~Company ~~Act~~in ofdeveloping ~~1934~~a plan, ~~the~~if ~~registrant~~applicable, ~~has~~which ~~duly~~would ~~caused~~be ~~this~~the ~~report~~basis tofor bea ~~signed~~plan onunder ~~its~~chapter ~~behalf~~11 byof ~~the~~title ~~undersigned~~11 ~~hereunto~~of ~~duly~~the ~~authorized.~~Bankruptcy Code

	Aurasound, Inc.
Date: August 1, 2012	By:	/s/ Robert Tetzlaff
	Name:	Robert Tetzlaff
	Title:	Chief Executive Officer

In connection with the execution of the Agreement, the Company paid BSWA an initial retainer in the amount of $30,000. As compensation for BSWA’s services, the Company will pay BSWA fees at the hourly billing rate of $325. In addition, the Company will reimburse BSWA for reasonable out-of-pocket expenses incurred in connection with the provision of its services to the Company.

Resignations of Chief Executive Officer and Chief Financial Officer

On December 21, 2012, Mr. Robert Tetzloff resigned as Chief Executive Officer of the Company. Mr. Tetzloff remains a member of and the Chairman of the Company’s Board of Directors. On January 7, 2013, Mr. Anthony J. Fidaleo resigned as Chief Financial Officer of the Company.

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 hereunto duly authorized.

	AuraSound, Inc.

Date: January 31, 2013	By:	/s/ Brian S. Weiss
	Name:	Brian S. Weiss
	Title:	Chief Restructuring Officer

Filing Compare · AuraSound, Inc.