Document And Entity Information (USD $)
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3 Months Ended | ||
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Dec. 31, 2011
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Jan. 16, 2012
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May 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 | 21,492,027 | ||
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 | Dec. 31, 2011 | ||
Document Fiscal Year Focus | 2012 | ||
Document Fiscal Period Focus | Q1 |
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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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- 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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- Definition
Carrying value as of the balance sheet date of the obligations incurred through that date and payable for employees' services provided. 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
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
Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur. 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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- Definition
Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such 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
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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- 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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- 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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- 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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Condensed Balance Sheets (Parentheticals) (USD $)
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Dec. 31, 2011
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Sep. 30, 2011
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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 | 21,492,027 | 19,517,027 |
Common stock shares outstanding | 21,492,027 | 19,517,027 |
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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
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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- 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 | |
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Dec. 31, 2011
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Dec. 31, 2010
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Revenues: | ||
Product sales | $ 63,415 | |
Other revenue | 1,366 | |
Total revenues | 64,781 | |
Cost of revenues | 24,916 | |
Gross profit | 39,865 | |
Operating expenses: | ||
Selling, general and administrative | 338,959 | 129,344 |
Research and development | 230,705 | 126,397 |
Total operating expenses | 569,664 | 255,741 |
Loss from operations | (529,799) | (255,741) |
Other income (expense): | ||
Interest and note discount amortization | (70,276) | |
Other | (1,218) | 77 |
(1,218) | (70,199) | |
Net loss | $ (531,017) | $ (325,940) |
Loss per basic and diluted common share (in Dollars per share) | $ (0.03) | $ (0.02) |
Weighted average shares used to compute net loss per basic and diluted common share (in Shares) | 19,559,961 | 15,306,064 |
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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
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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X | ||||||||||
- Definition
The net amount of operating interest income (expense). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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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
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X | ||||||||||
- 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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- 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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- 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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- 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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- 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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- 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 | ||||||||||
- 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 | ||||||||||
- 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 | ||||||||||
- Definition
The increase (decrease) during the period in accrued salaries. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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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 | ||||||||||
- 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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- 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 | ||||||||||
- 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
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- 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
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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
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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
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- 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
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- 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
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- Definition
The cash inflow associated with the amount received from holders exercising their stock options. This item inherently excludes any excess tax benefit, which the entity may have realized and reported separately. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- 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
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- Definition
The expense charged against earnings for the period pertaining to standard and extended warranties on the entity's goods and services granted to customers. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- 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
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1. Description of Business and Basis of Accounting/Presentation
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3 Months Ended |
---|---|
Dec. 31, 2011
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Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] |
Note
1—Description of Business and Basis of
Accounting/Presentation
Parametric
Sound Corporation (“Parametric Sound” or the
“Company”) is a
technology company focused on delivering novel audio
solutions. The Company’s HyperSonic®
Sound or "HSS®"
technology pioneered the practical application of
parametric acoustic technology for generating audible sound
along a directional ultrasonic column. The Company’s
HSS-3000 products are compatible with standard media players
and beam sound to target a specific listening area without
the ambient noise of traditional speakers. The creation of
sound using the Company’s technology also creates a
unique sound image distinct from traditional audio
systems.
The
Company was incorporated in Nevada on June 2, 2010 as a new,
wholly owned subsidiary of LRAD Corporation in order to
effect the separation and spin-off of the HSS business. On
September 27, 2010, the 100% spin-off was completed and we
became a stand-alone, independent, publicly traded company.
The Company’s corporate headquarters are located in
Henderson, Nevada and product development and assembly is
performed in San Diego, 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, 2011 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, 2011, included in the Company’s Annual
Report on Form 10-K for the year ended September 30, 2011.
Operating results for the three months ended December 31,
2011 may not necessarily be indicative of results to be
expected for any other interim period or for the full
year.
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 intangible assets, the fair value of share-based
compensation and warrants, valuation of acquired intangible
assets 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 incurred a net loss of $531,017 for the three
months ended December 31, 2011 and $1,484,458 for the year
ended September 30, 2011 and has financed its operations to
date from debt and equity financings. As of December 31, 2011
the Company’s working capital balance was $16,502 and
the Company currently has no other sources of available
financing. In July 2011 the Company commenced deliveries of
its HSS-3000 products. There can be no assurance that the
Company’s products will achieve the market success
necessary to achieve profitable operations and to generate
sufficient cash flow to fund the Company’s operations.
The Company will be reliant on existing working capital or on
obtaining additional debt or equity financing sufficient to
sustain operations until profitability and positive cash flow
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. Management’s
plans include (a) increasing HSS-3000 revenues from legacy
customers and by obtaining new commercial customers, (b)
developing new or improved products and audio solutions
targeted for consumer audio markets, (c) pursuing a
partnering and licensing strategy to commercialize products
in consumer markets, (d) exercising cost controls to conserve
cash, and (e) obtaining public or private financing. The
Company intends on financing its market expansion and
activities from the sale of public securities or obtaining
additional financing from other traditional financing
sources. There is no assurance that the Company will be
successful in its plans in generating funds or obtaining
additional financing to sustain its operations for twelve
months or beyond. Should the Company be unable to generate
funds from operations 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
December 31, 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, accrued expenses and due to
related party, 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 for a total of 5,665,000 and 2,955,000
shares of common stock were outstanding at December 31, 2011
and 2010, respectively. These securities are not included in
the computation of diluted net loss per common share as their
inclusion would be antidilutive.
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.
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2. Inventories, net
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Inventory Disclosure [Text Block] |
2.
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
Company relies on one supplier for film for its HSS products.
The Company’s ability to manufacture its HSS products
could be adversely affected if it were to lose a sole source
supplier and was unable to find an alternative
supplier.
The
reserve for obsolescence was reduced by a $3,650 non-cash
inventory reserve reduction in the three months ended
December 31, 2011 through the use of such parts in the
production of HSS-3000 products and prototypes. The Company
may continue to incur non-cash inventory reserve reductions
through the use of previously reserved legacy HSS
parts.
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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
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3. Equipment and Tooling, net
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Property, Plant and Equipment Disclosure [Text Block] |
3.
Equipment and Tooling, net
Equipment
and tooling consisted of the following:
Depreciation
expense was $16,646 and $992 for the three months ended
December 31, 2011 and 2010, respectively.
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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
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4. Intangible Assets, net
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Goodwill and Intangible Assets Disclosure [Text Block] |
4.
Intangible Assets, net
Intangible
assets consist of the following:
Purchased
technology consists of patent applications and intellectual
property acquired from a related party (see Note 9).
Aggregate
amortization expense for the Company’s intangible
assets was $10,354 and $10,161 during the three months ended
December 31, 2011 and 2010, respectively. In addition to
amortization, the Company wrote off $14,242 of impaired
patent costs during the three months ended December 31,
2010.
As
of December 31, 2011 estimated intangible assets amortization
expense for each of the next five fiscal years and thereafter
are as follows:
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The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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5. Deferred Compensation, Accrued and Other Related Party Liabilities
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Other Liabilities Disclosure [Text Block] | 5.
Deferred Compensation, Accrued and Other Related Party
Liabilities
Deferred
Compensation
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 accrued as of December 31, 2011 of $280,500 includes
related employment taxes and accrues without interest until
the Board of Directors determines there are sufficient funds
available to pay the accrued balances.
Accrued
Liabilities
Accrued
liabilities consists of the following:
Due to
Related Party
The
Company is obligated to related party Syzygy Licensing, LLC
(“Syzygy”) for $250,000 due on or before June 30,
2012 as partial consideration for assignment of patents and
intellectual property (see Note 9).
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6. Share-Based Compensation
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Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] |
6.
Share-Based Compensation
On
September 27, 2010 the Company adopted the 2010 Stock Option
Plan (the “2010 Plan”). The 2010 Plan authorized
the grant of options to purchase up to 3,000,000 shares of
the Company’s common stock to directors, officers,
employees and consultants. On December 29, 2011 the Company
adopted the 2012 Stock Option Plan (the “2012
Plan”) providing authority to grant options on
1,265,000 shares of common stock remaining available for
issuance under the 2010 Plan and new authority for an
additional 3,000,000 shares of common stock. The 2012 Plan
replaced the 2010 Plan but awards
previously granted under the 2010 Plan remain outstanding in
accordance with their terms. Any outstanding option
grants that expire or terminate, other than through exercise
or share settlement, under the 2010 Plan will also become
eligible for grant under the 2012 Plan. Options
granted under the 2012 Plan may not be exercised until
stockholder approval or twelve months, whereupon if approval
has not been obtained, any incentive options will be treated
as non-qualified options.
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):
As
the Company’s stock only commenced trading in October
2010, management estimated its expected volatility for fiscal
2011 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.
In the current fiscal year the Company commenced using its
historical volatility which did not vary significantly from
prior estimates. 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 limited 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:
As
of December 31, 2011 total estimated compensation cost
relating to stock options granted but not yet vested was
$1,409,500. This cost is expected to be recognized over the
weighted average period of 1.1 years.
The
following table summarizes stock option activity for the
period:
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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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7. Stockholders' Equity
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Stockholders' Equity Note Disclosure [Text Block] |
7.
Stockholders’ Equity
Summary
The
following table summarizes stockholders’ equity
activity for the three months ended December 31, 2011:
Stock
Purchase Warrants
There
was no warrant activity during the three months ended
December 31, 2011 and the Company has outstanding share
warrants as of December 31, 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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8. Commitments and Contingencies
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Dec. 31, 2011
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Commitments and Contingencies Disclosure [Text Block] | 8. Commitments and Contingencies
Facility
Leases
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, Mr. Norris, executed a personal guarantee
of the lease without compensation.
The
Company’s executive office in Henderson, Nevada was
occupied in July 2011 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.
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9. Related Party Transactions
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Related Party Transactions Disclosure [Text Block] |
9.
Related Party Transactions
On
December 29, 2011 the Company entered into an Assignment
Agreement (“Assignment”) with Syzygy whereupon
the Company acquired all technology and intellectual property
covered by the License and Royalty Agreement
(“License”) dated September 27, 2010 previously
executed by the parties. The Assignment terminated the License
and all future royalty obligations. Pending patent
applications comprising part of the intellectual property
were assigned
to the Company. Syzygy is owned by the Company’s two
executive officers who are both also significant
stockholders. Elwood G. Norris,
CEO and President, owns 65% and James A. Barnes, Chief
Financial Officer, Treasurer and Secretary, owns 35%
of Syzygy and serves as managing member.
In
consideration for the Assignment the Company issued 1,500,000
shares of common stock to
Syzygy (valued at $975,000) and agreed to pay $250,000 by
June 30, 2012. The Company valued the technology in
accordance with Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification
(“ASC”) 350-30-30, Intangible -
Goodwill and Other - General Intangibles Other than Goodwill
- Initial Measurement, and ASC 805-50-30, Business
Combinations – Related Issues – Initial
Measurement, which require that intangible assets
acquired through a transaction that is not a business
combination shall be measured based on the cash consideration
paid plus either the fair value of the non-cash consideration
given or the fair value of the assets acquired, whichever is
more clearly evident. As the Company has only recently begun
selling products based on the acquired technology and
intellectual property, management determined that the fair
value of the common stock issued was more clearly evident,
and accordingly, recorded the acquired intangible assets at
the aggregate amount of $1,225,000. The Company incurred
$3,194 of royalties for the three months
ended December 31, 2011 prior to termination of the License
and owed Syzygy an aggregate of $7,028 in royalties
included in accounts payable.
On
December 29, 2011 the Company appointed Kenneth F. Potashner
as a director and engaged him as a consultant and advisor. He
has agreed in principle to become the Company’s
full-time Executive Chairman at a future date to be agreed
between Mr. Potashner and the Company’s Board of
Directors but expected to be before March 15, 2012. The
consultancy, unless amended or extended, will terminate on
the earlier of March 15, 2012 or his formal appointment as
Executive Chairman. Mr. Potashner was granted a stock option,
pursuant to the 2012 Plan, to purchase 2,050,000 shares of
the Company’s common stock with an exercise price of
$0.65 per share. The option has a five-year term with 10% of
the options vesting on the grant date, and the balance
becoming exercisable quarterly commencing March 31, 2012 over
eight quarters. Other than the grant of stock options Mr.
Potashner will not receive any cash remuneration for his
consulting and advisory services. Mr. Potashner was also
granted an additional five-year option on 50,000 shares of
common stock with an exercise price of $0.65 per share
vesting quarterly commencing December 31, 2011 for his role
as a director of the Company.
See
Notes 4, 5 and 7 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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