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Document And Entity Information (USD $)
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9 Months Ended | ||
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Jun. 30, 2011
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Jul. 31, 2011
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Mar. 31, 2011
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| Document and Entity Information [Abstract] | |||
| Entity Registrant Name | Parametric Sound Corp | ||
| Document Type | 10-Q | ||
| Current Fiscal Year End Date | --09-30 | ||
| Entity Common Stock, Shares Outstanding | 19,117,027 | ||
| Entity Public Float | $ 6,790,000 | ||
| Amendment Flag | false | ||
| Entity Central Index Key | 0001493761 | ||
| Entity Current Reporting Status | Yes | ||
| Entity Voluntary Filers | No | ||
| Entity Filer Category | Smaller Reporting Company | ||
| Entity Well-known Seasoned Issuer | No | ||
| Document Period End Date | Jun. 30, 2011 | ||
| Document Fiscal Year Focus | 2011 | ||
| Document Fiscal Period Focus | Q3 |
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- Definition
If the value is true, then the document as an amendment to previously-filed/accepted document. No definition available.
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- Definition
End date of current fiscal year in the format --MM-DD. No definition available.
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- Definition
This is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY. No definition available.
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- Definition
This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006. No definition available.
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- Definition
The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD. No definition available.
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- Definition
The type of document being provided (such as 10-K, 10-Q, N-1A, etc). The document type is limited to the same value as the supporting SEC submission type, minus any "/A" suffix. The acceptable values are as follows: S-1, S-3, S-4, S-11, F-1, F-3, F-4, F-9, F-10, 6-K, 8-K, 10, 10-K, 10-Q, 20-F, 40-F, N-1A, 485BPOS, 497, NCSR, N-CSR, N-CSRS, N-Q, 10-KT, 10-QT, 20-FT, POS AM and Other. No definition available.
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- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Indicate number of shares outstanding of each of registrant's classes of common stock, as of latest practicable date. Where multiple classes exist define each class by adding class of stock items such as Common Class A [Member], Common Class B [Member] onto the Instrument [Domain] of the Entity Listings, Instrument No definition available.
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- Definition
Indicate "Yes" or "No" whether registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition
Indicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, or (4) Smaller Reporting Company. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition
State aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to price at which the common equity was last sold, or average bid and asked price of such common equity, as of the last business day of registrant's most recently completed second fiscal quarter. The public float should be reported on the cover page of the registrants form 10K. No definition available.
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Indicate "Yes" or "No" if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. No definition available.
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- Definition
Indicate "Yes" or "No" if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A. No definition available.
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- Details
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Condensed Balance Sheets (USD $)
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Jun. 30, 2011
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Sep. 30, 2010
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|---|---|---|
| Current assets: | ||
| Cash | $ 482,077 | $ 439,385 |
| Inventories, net | 103,085 | 206 |
| Prepaid expenses and other current assets | 56,906 | 20,779 |
| Total current assets | 642,068 | 460,370 |
| Equipment and tooling, net | 157,683 | 8,091 |
| Patents and trademarks, net | 150,357 | 175,726 |
| Total assets | 950,108 | 644,187 |
| Current liabilities: | ||
| Accounts payable | 68,610 | 147,670 |
| Accrued liabilities | 178,578 | 27,307 |
| Subordinated notes payable, net of discount of $3,312 and $263,272, respectively | 26,688 | 436,728 |
| Total current liabilities | 273,876 | 611,705 |
| Preferred stock, $0.001 par value, authorized 1,000,000 shares, none issued and outstanding | 0 | 0 |
| Common stock, $0.001 par value, authorized 50,000,000 shares, 19,117,027 and 15,306,064 shares issued and outstanding, respectively | 19,117 | 15,306 |
| Additional paid-in capital | 2,529,087 | 703,127 |
| Accumulated deficit | (1,871,972) | (685,951) |
| Total stockholders' equity | 676,232 | 32,482 |
| Total liabilities and stockholders' equity | $ 950,108 | $ 644,187 |
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- Details
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- Details
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- Definition
Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Unrestricted cash available for day-to-day operating needs, for an entity that has cash equivalents, but does not aggregate cash equivalents with cash on the balance sheet. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Carrying amount (lower of cost or market) as of the balance sheet date of inventories less all valuation and other allowances. Excludes noncurrent inventory balances (expected to remain on hand past one year or one operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of all Liabilities and Stockholders' Equity items (or Partners' Capital, as applicable), including the portion of equity attributable to noncontrolling interests, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amount for an unclassified balance sheet date of expenditures made in advance of when the economic benefit of the cost will be realized, and which will be expensed in future periods with the passage of time or when a triggering event occurs and the carrying amount as of the balance sheet date of assets not otherwise specified in the taxonomy. Also includes assets not individually reported in the financial statements, or not separately disclosed in notes. No definition available.
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- Definition
Tangible assets that are held by an entity for use in the production or supply of goods and services, for rental to others, or for administrative purposes and that are expected to provide economic benefit for more than one year; net of accumulated depreciation. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cumulative amount of the reporting entity's undistributed earnings or deficit. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The portion of the carrying value of subordinated debt as of the balance sheet date that is scheduled to be repaid within one year or in the normal operating cycle, if longer. Subordinated debt places a lender in a lien position behind debt having a higher priority of repayment in liquidation of the entity's assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Condensed Balance Sheets (Parentheticals) (USD $)
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Jun. 30, 2011
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Sep. 30, 2010
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|---|---|---|
| Discount on notes payable (in Dollars) | $ 3,312 | $ 263,272 |
| Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
| Preferred stock shares authorized | 1,000,000 | 1,000,000 |
| Preferred stock shares issued | 0 | 0 |
| Preferred stock shares outstanding | 0 | 0 |
| Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
| Common stock shares authorized | 50,000,000 | 50,000,000 |
| Common stock shares issued | 19,117,027 | 15,306,064 |
| Common stock shares outstanding | 19,117,027 | 15,306,064 |
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- Definition
Face amount or stated value of common stock per share; generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total number of shares of common stock held by shareholders. May be all or portion of the number of common shares authorized. These shares represent the ownership interest of the common shareholders. Shares outstanding equals shares issued minus shares held in treasury and other adjustments, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of debt discount that was originally recognized at the issuance of the instrument that has yet to be amortized. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Face amount or stated value per share of nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer); generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Condensed Statements of Operations (USD $)
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3 Months Ended | 9 Months Ended | ||
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Jun. 30, 2011
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Jun. 30, 2010
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Jun. 30, 2011
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Jun. 30, 2010
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| Revenues: | ||||
| Product sales | $ 0 | $ 167,224 | $ 0 | $ 512,369 |
| Other revenue | 1,844 | 7,657 | 1,844 | 7,709 |
| Total revenues | 1,844 | 174,881 | 1,844 | 520,078 |
| Cost of revenues | 0 | 149,907 | 0 | 441,403 |
| Gross profit | 1,844 | 24,974 | 1,844 | 78,675 |
| Operating expenses: | ||||
| Selling, general and administrative | 146,867 | 63,214 | 424,202 | 215,348 |
| Research and development | 182,015 | 16,762 | 432,177 | 49,906 |
| Patent impairment | 18,005 | 28,616 | 40,301 | |
| Total operating expenses | 328,882 | 97,981 | 884,995 | 305,555 |
| Loss from operations | (327,038) | (73,007) | (883,151) | (226,880) |
| Other income (expense): | ||||
| Interest and note discount amortization | (158,712) | 0 | (304,568) | 0 |
| Other | 982 | 0 | 1,698 | 0 |
| (157,730) | 0 | (302,870) | 0 | |
| Net loss | $ (484,768) | $ (73,007) | $ (1,186,021) | $ (226,880) |
| Loss per basic and diluted common share (in Dollars per share) | $ (0.03) | $ 0.00 | $ (0.07) | $ (0.01) |
| Weighted average shares used to compute net loss per basic and diluted common share (in Shares) | 17,306,064 | 15,306,064 | 16,243,793 | 15,306,064 |
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- Details
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- Definition
The aggregate cost of goods produced and sold and services rendered during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. No definition available.
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- Definition
Total loss recognized during the period from the impairment of goodwill plus the loss recognized in the period resulting from the impairment of the carrying amount of intangible assets, other than goodwill. No definition available.
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- Definition
Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net amount of operating interest income (expense). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense. No definition available.
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- Details
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- Definition
The net result for the period of deducting operating expenses from operating revenues. No definition available.
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- Definition
The net amount of other income and expense amounts, the components of which are not separately disclosed on the income statement, resulting from ancillary business-related activities (that is, excluding major activities considered part of the normal operations of the business) also known as other nonoperating income (expense) recognized for the period. Such amounts may include: (a) dividends, (b) interest on securities, (c) net gains or losses on securities, (d) unusual costs, (e) gains or losses on foreign exchange transactions, and (f) miscellaneous other income and expense items. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Revenues from the sale of other goods or rendering of other services, not elsewhere specified in the taxonomy; net of (reduced by) sales adjustments, returns, allowances, and discounts. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate revenue recognized during the period (derived from goods sold, services rendered, insurance premiums, or other activities that constitute an entity's earning process). For financial services companies, also includes investment and interest income, and sales and trading gains. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate revenue during the period from the sale of goods in the normal course of business, after deducting returns, allowances and discounts. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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| X | ||||||||||
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- Definition
Issuance of common stock upon warrant exercise in exchange for reduction in subordinated notes No definition available.
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- Definition
Stock options issued as payment for tooling deposit No definition available.
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- Details
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- Definition
The component of interest expense representing the noncash expenses charged against earnings in the period to allocate debt discount and premium, and the costs to issue debt and obtain financing over the related debt instruments. Alternate captions include Noncash Interest Expense. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Includes currency on hand as well as demand deposits with banks or financial institutions. It also includes other kinds of accounts that have the general characteristics of demand deposits in that the Entity may deposit additional funds at any time and also effectively may withdraw funds at any time without prior notice or penalty. Cash equivalents, excluding items classified as marketable securities, include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three years ago does not become a cash equivalent when its remaining maturity is three months. Compensating balance arrangements that do not legally restrict the withdrawal or usage of cash amounts may be reported as Cash and Cash Equivalents, while legally restricted deposits held as compensating balances against borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits are not generally reported as cash and cash equivalents. Includes cash and cash equivalents associated with the entity's continuing operations. Excludes cash and cash equivalents associated with the disposal group (and discontinued operation). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The increase (decrease) during the reporting period in cash and cash equivalents. While for technical reasons this element has no balance attribute, the default assumption is a debit balance consistent with its label. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The amount of impairment loss recognized in the period resulting from the write-down of the carrying amount of an intangible asset (excluding goodwill) to fair value. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The increase (decrease) during the reporting period in the aggregate amount of expenses incurred but not yet paid. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The increase (decrease) during the reporting period in the value of prepaid expenses and other assets not separately disclosed in the statement of cash flows, for example, deferred expenses, intangible assets,or income taxes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Charge to cost of goods sold that represents the reduction of the carrying amount of inventory, generally attributable to obsolescence or market conditions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The net cash inflow or outflow from financing activity for the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
The net cash inflow or outflow from investing activity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The net cash from (used in) all of the entity's operating activities, including those of discontinued operations, of the reporting entity. Operating activities generally involve producing and delivering goods and providing services. Operating activity cash flows include transactions, adjustments, and changes in value that are not defined as investing or financing activities. While for technical reasons this element has no balance attribute, the default assumption is a debit balance consistent with its label. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The amount of payables that an Entity assumes in acquiring a business or in consideration for an asset received in a noncash (or part noncash) acquisition. Noncash is defined as transactions during a period that affect recognized assets or liabilities but that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Other expenses or losses included in net income that result in no cash outflows or inflows in the period and are not separately disclosed. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The total of the cash outflow during the period which has been paid to third parties in connection with debt origination, which will be amortized over the remaining maturity period of the associated long-term debt and the cost incurred directly for the issuance of equity securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow to acquire asset without physical form usually arising from contractual or other legal rights, excluding goodwill. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash inflow from the additional capital contribution to the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Represents the aggregate Increase or Decrease in the liability during the reporting period for accruals related to preexisting standard and extended product warranties (including adjustments for changes in estimates). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock or unit options, amortization of restricted stock or units, and adjustment for officers' compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The net change in the difference between the fair value and the carrying value, or in the comparative fair values, of investments, not including unrealized gains or losses on securities separately or otherwise categorized as trading, available-for-sale, or held-to-maturity, held at each balance sheet date and included in earnings for the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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|
1. Description of Business and Basis of Accounting/Presentation
|
9 Months Ended |
|---|---|
|
Jun. 30, 2011
|
|
| Basis of Accounting [Text Block] |
Note
1—Description of Business and Basis of
Accounting/Presentation
In
April 2010, the board of directors of LRAD Corporation
approved a plan to separate its HyperSonic Sound
(“HSS”) product line into a new independent,
stand-alone company. In a special meeting of stockholders
held June 2, 2010, the proposal to separate the HSS business
from LRAD Corporation was approved, and on June 2, 2010, LRAD
Corporation created a new wholly owned subsidiary, Parametric
Sound Corporation (“Parametric Sound” or the
“Company”), into which the HSS business and
substantially all of the assets of the business and
associated intellectual property rights were
contributed.
The
distribution of 100% of the Parametric Sound common stock to
the stockholders of LRAD Corporation occurred on September
27, 2010, at a ratio of one share of Parametric Sound common
stock for each two shares of LRAD Corporation common stock
held by each such holder as of the record date of September
10, 2010 ("Spin-Off"). Following
the Spin-Off the common stock of the Company commenced
trading and quotation on the OTCBB under the symbol
“PAMT”. LRAD Corporation no longer has any
ownership or other form of interest in Parametric
Sound.
In
connection with the separation, Parametric Sound and LRAD
Corporation entered into a separation agreement and a tax
sharing agreement. See Note 2 for further discussion
regarding these agreements.
Parametric
Sound’s HSS technology consists of proprietary
parametric sound technology that generates audible sound
along an air column using ultrasonic frequencies above the
normal range of hearing. HSS products are compatible with
standard media sources and the highly directional sound beam
localizes or shines sound where intended by users. The
Company is selling its new products (HSS-3000 products) and
has no plans to sell product models previously sold by LRAD
Corporation. The Company’s corporate headquarters are
located in Henderson, Nevada and product development and
assembly is performed in San Diego County, California.
Principal markets for the Company’s products are North
America, Europe and Asia.
Basis of
Accounting
The
accompanying unaudited interim financial statements have been
prepared by the Company in accordance with U.S. generally
accepted accounting principles (“GAAP”) for
interim financial information and pursuant to the applicable
rules and regulations of the Securities and Exchange
Commission. In the opinion of management, the accompanying
financial statements contain all adjustments necessary in
order make the financial statements not misleading. The
condensed balance sheet as of September 30, 2010 was derived
from the Company’s most recent audited financial
statements. The financial statements herein should be read in
conjunction with the Company’s audited financial
statements and notes thereto for the fiscal year ended
September 30, 2010, included in the Company’s Annual
Report on Form 10-K for the year ended September 30, 2010.
Operating results for the three and nine months ended June
30, 2011 may not necessarily be indicative of results to be
expected for any other interim period or for the full
year.
Pre
Spin-Off Prior Year Financial Statements
The
Company’s balance sheet as of September 30, 2010,
reflects the opening balances of Parametric Sound as an
independent company on September 27, 2010 adjusted for
separate company activity through September 30, 2010
including certain start-up, Spin-Off and technology costs
incurred on the Company’s behalf prior to the
Spin-Off. The Company’s financial statements
for the three and nine months ended June 30, 2010 were
derived from LRAD Corporation’s historical consolidated
financial statements using LRAD Corporation’s
historical cost basis of assets and liabilities of the
various activities that reflect the results of operations,
financial condition and cash flows of Parametric Sound as a
component of LRAD Corporation. Historically, the HSS business
in LRAD Corporation operated as a product line and not a
separate segment and not as an independent stand-alone
business. For
purposes of preparing the financial statements in the year
and interim periods prior to the September 27, 2010
separation, Parametric Sound was allocated certain expenses
from LRAD Corporation with such expenses reflected in the
statements of operations as expense allocations from LRAD
Corporation. Management believes that the assumptions
and allocation methods underlying such prior year financial
statements are reasonable in all material respects. However,
the costs allocated to the Company are not necessarily
indicative of the costs that would have been incurred if the
Company operated as a stand-alone entity during the three and
nine months ended June 30, 2010.
Use of
Estimates
The
preparation of financial statements in conformity with U.S.
GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities
and disclosures of contingent assets and liabilities at the
date of the financial statements, as well as the reported
amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. These
estimates and assumptions include, but are not limited to,
assessing the following: valuation of inventory, impairment
of patent assets, the fair value of share-based compensation
and warrants, and valuation allowance related to deferred tax
assets.
Liquidity/Going
Concern
The
financial statements have been prepared on a going concern
basis contemplating the realization of assets and the
satisfaction of liabilities in the normal course of business.
The Company had a net loss of $1,186,021 for the nine months
ended June 30, 2011. The Company obtained proceeds
of $450,000 through the issuance of subordinated notes
payable and warrants on September 28, 2010 (see Note 7) and
also obtained proceeds of $1,000,000 from the sale of common
stock and warrants on February 22, 2011 (see Note 9). Other
than cash on hand, the Company has no other sources of
financing as of June 30, 2011 currently available. In July
2011 the Company commenced deliveries of new products based
on its HSS-III technology and does not plan to sell HSS
product models previously sold by LRAD Corporation.
Accordingly historical revenues are no indication of future
revenues and there can be no assurance that Parametric
Sound’s new product line will achieve any market
success. The Company will be reliant on existing working
capital or obtaining additional debt or equity financing
sufficient to sustain operations until profitability can be
achieved.
The
continuation of the Company as a going concern is dependent
on its ability to grow revenues, and if necessary, to obtain
additional financing from outside sources. There is no
assurance that the Company will be successful in generating
or raising funds, if necessary, to sustain its operations for
twelve months or beyond. Should the Company be unable to
generate funds or obtain required financing, it may have to
curtail operations, which may have a material adverse effect
on its financial position and results of operations. The
accompanying financial statements do not include any
adjustments that would be necessary should the Company be
unable to continue as a going concern and, therefore, be
required to liquidate its assets and discharge its
liabilities in other than the normal course of business and
at amounts different from those reflected in the accompanying
financial statements.
Financial
Instruments
At
June 30, 2011, there was no difference between the carrying
values of the Company’s cash equivalents and fair
market value. For certain financial instruments, including
accounts payable and accrued expenses, the carrying amounts
approximate fair value due to their relatively short
maturities.
Reclassifications
Where
necessary, the prior year’s information has been
reclassified to conform to the current period’s
statement presentation.
Loss Per
Share
Basic
loss per common share is computed by dividing net loss by the
weighted-average number of shares of common stock outstanding
during the period. Diluted net loss per common share reflects
the potential dilution of securities that could share in the
earnings of an entity. The Company’s losses for the
periods presented cause the inclusion of potential common
stock instruments outstanding to be antidilutive. Stock
options and warrants exercisable for 3,700,000 shares of
common stock were outstanding at June 30, 2011. These
securities are not included in the computation of diluted net
loss per common share because of the losses, but could
potentially dilute earnings per share in future
periods.
For
the prior year periods ended June 30, 2010 the pro forma net
loss per basic and diluted share and the weighted-average
shares outstanding were calculated based on the 15,306,064
shares issued in connection with the Spin-Off.
Recent
Accounting Pronouncements
The
Company reviews new accounting standards as
issued. Although some of these accounting
standards issued or effective after the end of the
Company’s previous fiscal year may be applicable to the
Company, it has not identified any standards that it believes
merit further discussion. The Company believes
that none of the new standards will have a significant impact
on its financial statements.
|
| X | ||||||||||
|
- Definition
The entire disclosure for the basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). No definition available.
|
|
2. Spin-Off of HSS Business
|
9 Months Ended |
|---|---|
|
Jun. 30, 2011
|
|
| Mergers, Acquisitions and Dispositions Disclosures [Text Block] |
2.
Spin-Off of HSS Business
On
September 27, 2010, LRAD Corporation separated its HSS
business through the Spin-Off of Parametric Sound. LRAD
Corporation contributed most of its HSS business assets to
Parametric Sound. All outstanding shares of the Company were
then distributed to LRAD Corporation’s stockholders of
record at the close of business on September 10, 2010 as a
pro-rata, tax-free dividend of one share of Parametric Sound
common stock for every two shares of LRAD Corporation’s
common stock.
On
September 27, 2010, the Company entered into a Separation and
Distribution Agreement (“Separation Agreement”)
with LRAD Corporation that set forth the terms and conditions
of the separation of the Company from LRAD Corporation,
provides the framework for the relationship between the
Company and LRAD Corporation following the separation and
provides for the allocation of assets, liabilities and
obligations between the Company and LRAD Corporation in
connection with the separation. The Separation Agreement
provided for a transition related to HSS business and
customers with LRAD
Corporation fulfilling orders received through
September 27, 2010.
Thereafter LRAD Corporation could fulfill continuing purchase
orders for one project with customer Cardinal Health through
the completion of the project and through December 31, 2010
could accept unsolicited follow-on orders for HSS products
from prior customers. LRAD Corporation retained
inventory and supplies to fulfill such anticipated orders and
is responsible for warranty, returns and related liabilities
for such customers and sales. On September 27, 2010 the
Company also entered into a Tax Sharing Agreement with LRAD
Corporation that generally governs the parties’
respective rights, responsibilities and obligations after the
separation with respect to taxes.
The
total value of the LRAD Corporation stock dividend of
$454,006 was based on the net book value of the net assets
that were transferred from LRAD Corporation in connection
with the Spin-Off in accordance with ASC 845-10-30-10, Nonreciprocal
Transfers with Owners.
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| X | ||||||||||
|
- Definition
The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. No definition available.
|
|
3. Inventories, net
|
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Jun. 30, 2011
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| Inventory Disclosure [Text Block] |
3.
Inventories, net
Inventory
is recorded at the lower of cost and net realizable value.
The cost of substantially all of the Company’s
inventory is determined by the weighted average cost
method. Inventories consisted of the following:
The
reserve for obsolescence relates to raw materials obtained at
the Spin-Off that were previously reserved by LRAD
Corporation as excess materials, but which are expected to be
used to produce the Company’s HSS-3000 products. The
changes in the obsolescence reserve during the nine months
ended June 30, 2011 of $22,872 represents the cost of such
materials used by the Company during this period in the
production of HSS-3000 products.
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|
- Definition
The entire disclosure for inventory. This may include, but is not limited to, the basis of stating inventory, the method of determining inventory cost, the major classes of inventory, and the nature of the cost elements included in inventory. If inventory is stated above cost, accrued net losses on firm purchase commitments for inventory and losses resulting from valuing inventory at the lower-of-cost-or-market may also be included. For LIFO inventory, may disclose the amount and basis for determining the excess of replacement or current cost over stated LIFO value and the effects of a LIFO quantities liquidation that impacts net income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
4. Equipment and Tooling, net
|
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Jun. 30, 2011
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| Property, Plant and Equipment Disclosure [Text Block] |
4.
Equipment and Tooling, net
Equipment
and tooling consisted of the following:
Depreciation
expense was $7,050 and $-0- for the nine months ended June
30, 2011 and 2010, respectively.
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|
- Definition
The entire disclosure for long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
5. Patents and Trademarks, net
|
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2011
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| Intangible Assets Disclosure [Text Block] |
5.
Patents and Trademarks, net
Patents
and trademarks consist of the following:
Aggregate
amortization expense for the Company’s patents and
trademarks was $29,524 and $49,906 during the nine months
ended June 30, 2011 and 2010, respectively. In addition to
amortization, the Company wrote off $28,616 and $40,301 of
impaired patent costs during the nine months ended June 30,
2011 and 2010, respectively.
As
of June 30, 2011 estimated patent and trademark amortization
expense for each of the next five fiscal years and thereafter
are as follows:
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|
- Definition
The entire disclosure for all or part of the information related to intangible assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
6. Accrued Liabilities
|
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Jun. 30, 2011
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| Other Liabilities Disclosure [Text Block] |
6.
Accrued Liabilities
Effective
October 1, 2010 the Company began accruing monthly
compensation for the services of its two executive officers
in the aggregate amount of $17,500 per month. The
balance of accrued compensation and related employment taxes
at June 30, 2011 is included in accrued liabilities accruing
without interest until the Board of Directors determines
there are sufficient funds available to pay the accrued
balances.
Accrued
liabilities consists of the following:
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|
- Definition
The entire disclosure for other liabilities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
7. Subordinated Notes Payable and Warrants
|
9 Months Ended |
|---|---|
|
Jun. 30, 2011
|
|
| Debt Disclosure [Text Block] | 7.
Subordinated Notes Payable and Warrants
In
September 2010 the Company sold $700,000 of 8% Subordinated
Promissory Notes, due September 28, 2011 (the
“Notes”), and accompanying warrants to purchase
an aggregate of 1,400,000 shares of common stock exercisable
at $0.30 per common share (“Warrants”). The Notes
are subordinate to any senior debt so designated from time to
time by the Board of Directors. Of the total Notes and
Warrants issued, $260,000 of the Notes and 520,000 Warrants
were purchased by Syzygy Licensing, LLC
(“Syzygy”), a company owned and controlled by the
Company’s President/CEO and Chief Financial Officer. An
additional $100,000 of the Notes and 200,000 Warrants was
purchased by an entity owned by the Company’s
President/CEO.
The
estimated relative fair value of the Warrants at the issuance
date of $264,427 was recorded as a note discount and is being
amortized as additional interest expense using the effective
interest method over the term of the Notes. During the
three and nine months ended June 30, 2011, $143,425 and
$259,960, respectively, of this discount was amortized,
and as of June 30, 2011the net unamortized note
discount balance on the remaining Notes was $3,312.
On
June 30, 2011, all 1,400,000 Warrants were exercised by the
holders, and pursuant to the terms of the Note agreement, the
Company exercised its right to offset the purchase price of
the Warrants against the outstanding Note principal
amount. Accordingly, as a result of the Warrant
exercise, the principal balance of the Notes was reduced by
$420,000 (see Note 9).
Also
on June 30, 2011 the Company and certain Note holders entered
into an agreement pursuant to which the Note holders agreed
to convert an additional $250,000 of Note principal plus
$37,674 of accrued interest on the Notes into 410,963 shares
of the Company’s common stock based on a conversion
price of $0.70 per share. As the addition of the
conversion feature to the Note was deemed to be a substantial
modification of the Note agreement, this transaction was
accounted for as a debt extinguishment. The Company
determined that the reacquisition price of the debt was equal
to the outstanding Note principal plus accrued interest, and
accordingly, no gain or loss on the debt extinguishment
transaction was recorded (see Note 9).
The
Warrants exercised included an aggregate 720,000 Warrants
held by the companies controlled by the Company’s
President/CEO and CFO as described above, resulting in the
reduction of the Note principal amounts held by these
companies of $216,000. The Notes and accrued interest
converted pursuant to this agreement included aggregate Note
principal and accrued interest of $144,000 and $21,698,
respectively, relating to Notes held by the companies
controlled by the Company’s President/CEO and CFO as
described above. As a result of these transactions,
there were no Notes or Warrants held by these companies, and
there was no accrued interest owed to these companies as of
June 30, 2011.
The
Company incurred interest expense of $14,595 and $41,888,
respectively for the three and nine month periods ended June
30, 2011 in connection with the Notes. Accrued interest
related to the Notes at June 30, 2011 was $4,521 and is
included in accrued liabilities. At June 30, 2011 an
aggregate of $30,000 principal of Notes remained
outstanding.
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|
- Definition
The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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8. Share-Based Compensation
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|
Jun. 30, 2011
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| Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] |
8.
Share-Based Compensation
Pursuant
to LRAD Corporation’s 2005 Equity Incentive Plan, the
Company recorded $4,971 of share-based compensation expense
for the nine months ended June 30, 2010 related to personnel
whose salary and benefit costs were allocated to the Company.
No stock options were granted to such allocated personnel
during fiscal 2010 and no legacy options were assumed by the
Company in connection with the Spin-Off.
On
September 27, 2010 the Company adopted the 2010 Stock Option
Plan (the “2010 Plan”). The 2010 Plan authorizes
the grant of options to purchase up to 3,000,000 shares of
the Company’s common stock to directors, officers,
employees and consultants. During the nine months
ended June 30, 2011 the Company granted options on 1,700,000
shares of common stock under the 2010 Plan.
The
Company accounts for share-based compensation under the
provisions of ASC 718, Compensation-Stock
Compensation (“ASC 718”) and
ASC 505-50, Equity-Based
Payments to Non-Employees (“ASC
505-50”). ASC
718 requires
measurement of all employee stock-based awards using a
fair-value method and recording of related compensation
expense in the financial statements over the requisite
service period. Further, as required under ASC 718, the
Company estimates forfeitures for stock-based awards that are
not expected to vest. Under ASC 505-50 options or stock
awards issued to non-employees who are not directors of the
Company are recorded at the fair value of the consideration
received, when more reliably measurable, otherwise at the
estimated value of the stock options issued at the
measurement date. Non-employee options are periodically
revalued as the options vest so the cost ultimately
recognized is equivalent to the fair value on the date
performance is complete with such expense recognized over the
related service period on a graded vesting method.
The
Company uses the Black-Scholes option pricing model to
determine the estimated fair value of each option as of its
grant date or any revaluation date. These inputs are
subjective and generally require significant analysis and
judgment to develop. The following table sets forth the
significant weighted-average assumptions used in the
Black-Scholes model and the
calculation of stock-based compensation cost
(annualized percentages):
Since
the Company’s stock has only recently commenced
trading, the Company’s management estimated its
expected volatility by reviewing the historical volatility of
the common stock of a group of selected peer public companies
that operate in similar industries and are similar in terms
of stage of development or size and then projecting this
information toward its future expected results. Judgment was
used in selecting these companies, as well as in evaluating
the available historical volatility for these peer companies.
The risk-free interest rate is based on rates published by
the Federal Reserve Board. The dividend yield of zero is
based on the fact that the Company has never paid cash
dividends and has no present intention to pay cash dividends.
The Company has a small number of option grants and no
exercise history and accordingly has for all new option
grants applied the simplified method prescribed by SEC Staff
Accounting Bulletin 110, Share-Based
Payment: Certain Assumptions Used in Valuation Methods -
Expected Term, to estimate expected life (computed as
vesting term plus contractual term divided by two). An
estimated forfeiture rate was determined to be zero as the
number of grantees is limited and all are currently expected
to serve in their capacities during the vesting period.
Forfeitures are estimated at the time of the grant and
revised in subsequent periods if actual forfeitures differ
from those estimates or if the Company updates its estimated
forfeiture rate. Such amounts, if any, will be recorded as a
cumulative adjustment in the period in which the estimate is
changed.
The
Company recorded share-based compensation in its statements
of operations for the relevant periods as follows:
In
addition the Company issued stock options valued at $20,000
during the nine months ended June 30, 2011 to a vendor as
payment for tooling costs which was capitalized and included
in equipment and tooling at June 30, 2011. The recorded value
of these options was determined based on the value of the
services provided as this was deemed to be a more reliable
measurement of the consideration received.
As
of June 30, 2011 total estimated compensation cost relating
to stock options granted but not yet vested was $267,042.
This cost is expected to be recognized over the weighted
average period of 1.3 years.
The
following table summarizes stock option activity for the
period:
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- Definition
Disclosure of accounting policy for stock option and stock incentive plans. This disclosure may include (1) the types of stock option or incentive plans sponsored by the entity (2) the groups that participate in (or are covered by) each plan (3) significant plan provisions and (4) how stock compensation is measured, and the methodologies and significant assumptions used to determine that measurement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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9. Stockholders' Equity
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| Stockholders' Equity Note Disclosure [Text Block] |
9.
Stockholders’ Equity
Summary
The
following table summarizes stockholders’ equity
activity for the nine months ended June 30, 2011:
Parametric
Sound Corporation
Statements
of Stockholders' Equity
Sale
of Common Stock and Warrants
On
February 22, 2011, the Company entered into a Securities
Purchase Agreement with existing institutional shareholders
(considered related parties due to greater than 10%
ownership) and entities affiliated with our two officers,
pursuant to which the Company issued and sold for cash
2,000,000 shares of common stock at a purchase price of $0.50
per share. In connection with the financing, the Company also
issued warrants to the investors exercisable for an aggregate
of 2,000,000 shares of common stock at an exercise price of
$0.75 per share. The warrants are exercisable until February
22, 2016.
In
connection with the financing, the Company also entered into
a registration rights agreement with the investors, pursuant
to which the Company agreed to prepare, file and effect a
registration statement covering the resale of the shares of
common stock sold in the financing and the shares of common
stock issuable upon the exercise of the warrants. The
required registration statement became effective on March 28,
2011 and the Company has agreed to use commercially
reasonable efforts to maintain effectiveness. If the
registration statement becomes ineffective other than for
certain allowable periods, the Company will be obligated to
pay liquidated damages to the purchasers in the amount of
1.5% of the invested amount for each 30-day period
thereafter with the obligation terminating when the
securities are sold or otherwise available for unrestricted
sale. The Company evaluates this registration payment
arrangement under ASC 825-20 Financial
Instruments - Registration Payment Arrangements and
has determined no obligation for future penalties is
accruable under ASC 450-20 Contingencies -
Loss Contingencies as of June 30, 2011.
Warrant
Exercise
On
June 30, 2011 a total of 1,400,000 warrants were exercised at
a price of $0.30 per share. Pursuant to the terms of
the 8% Subordinated Promissory Note agreement entered into in
September 2010, the Company exercised its right to offset the
purchase price of the Warrants against the outstanding Note
principal amount. Accordingly, as a result of the
warrant exercise, the principal balance of the Notes was
reduced by $420,000 (see Note 7).
Conversion
of Subordinated Promissory Notes and Accrued
Interest
On
June 30, 2011, subordinated promissory notes with an
outstanding principal balance of $250,000 plus related
accrued interest of $37,674 were converted into an aggregate
of 410,963 shares of common stock (See Note 7).
Stock
Purchase Warrants
The
following table summarizes information on warrant activity
during the nine months ended June 30, 2011:
The
Company has outstanding share warrants as of June 30, 2011
held by related parties, as follows:
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- Definition
The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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10. Commitments and Contingencies
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9 Months Ended |
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| Commitments and Contingencies Disclosure [Text Block] |
10.
Commitments and Contingencies
Facility
Leases
The
Company’s executive office in Henderson, Nevada was
occupied under a lease agreement that expired on June 30,
2011. The Company is continuing month to month rental at $500
per month for reduced space of approximately 500 square
feet.
Commencing
June 1, 2011 the Company leased 3,498 square feet of improved
assembly and warehouse space in Poway, California for a
period of 25 months terminating June 30, 2013. The gross
monthly base rent is $3,498 through May 31, 2012 thereafter
increasing to $3,603 per month for the term of the lease,
subject to certain future adjustments. The Company’s
President and CEO, Elwood G. Norris, executed a personal
guarantee of the lease without compensation.
Technology
License Agreement
The
Company is obligated to pay royalties and make certain future
expenditures pursuant to a license and royalty agreement
dated September 27, 2010 with Syzygy. The
agreement provides for future royalties of 5% of revenues
from products employing the licensed parametric sound
technology and a term of 20 years or the life of any
resulting patent, whichever is greater. In the event no
patent covering the licensed technology is issued after four
years, then the royalty rate shall reduce to 3% in any
territory until or if a patent is issued for any such
territory. The Company may not sublicense without the
permission of Syzygy, and sublicense royalty rates are
subject to future negotiation in good faith. The license may
terminate if the Company does not use commercially reasonable
efforts to pursue the parametric sound business. The Company
is obligated to reimburse Syzygy’s future costs, in
filing for, prosecuting and maintaining any of the licensed
patents in the United States. The Company may request that
Syzygy file patent applications in additional territories, in
which case the Company shall reimburse Syzygy for all costs
associated therewith.
Litigation
The
Company may at times be involved in litigation in the
ordinary course of business. The Company will, from time to
time, when appropriate in management’s estimation,
record adequate reserves in the Company’s financial
statements for pending litigation. Currently, there are no
pending material legal proceedings to which the Company is a
party or to which any of its property is subject.
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- Definition
The entire disclosure for commitments and contingencies. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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11. Related Party Transactions
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9 Months Ended |
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Jun. 30, 2011
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| Related Party Transactions Disclosure [Text Block] |
11.
Related Party Transactions
Allocation
of Expenses
Results
presented for interim periods prior to September 27, 2010 are
derived from the consolidated financial statements and
accounting records of LRAD Corporation (see Note 1).
The
financial statements for the prior year interim periods
include expense allocations for certain functions provided by
LRAD Corporation, including, but not limited to, general
corporate expenses related to finance, legal, information
technology, human resources, employee benefits and
incentives. These expenses have been allocated to the Company
on the basis of direct usage when identifiable, with the
remainder allocated on the basis of revenue or other measure.
During the nine months ended June 30, 2010, the Company was
allocated $346,624 for general corporate expenses, research
and development expenses and manufacturing overhead
expenses.
The
expense allocations were determined on a basis that both the
Company and LRAD Corporation consider to be a reasonable
reflection of the utilization of services provided or the
benefit received by the Company during the periods presented.
The allocations may not, however, reflect the expense the
Company would have incurred as an independent,
publicly-traded company for the period.
Other
Related Party Transactions
See
Notes 2, 6, 7, 9 and 10 for additional related party
transactions and information.
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- Definition
The entire disclosure for related party transactions, including the nature of the relationship(s), a description of the transactions, the amount of the transactions, the effects of any change in the method of establishing the terms of the transaction from the previous period, stated interest rate, expiration date, terms and manner of settlement per the agreement with the related party, and amounts due to or from related parties. If the entity and one or more other entities are under common ownership or management control and this control affects the operating results or financial position, disclosure includes the nature of the control relationship even if there are no transactions between the entities. Disclosure may also include the aggregate amount of current and deferred tax expense for each statement of earnings presented where the entity is a member of a group that files a consolidated tax return, the amount of any tax related balances due to or from affiliates as of the date of each statement of financial position presented, the principal provisions of the method by which the consolidated amount of current and deferred tax expense is allocated to the members of the group and the nature and effect of any changes in that method. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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