UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

For the quarterly period ended March 31,June 30, 2009

or

For the transition period from                    to                    .

Commission File Number: 000-24248

AMERICAN TECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

(858) 676-1112

(Registrant’s telephone number, including area code)

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

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

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

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

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

The number of shares of Common Stock, $0.00001 par value, outstanding on April 23,July 28, 2009 was 30,535,207.30,538,332.

AMERICAN TECHNOLOGY CORPORATION

INDEX

PART I. FINANCIAL INFORMATION

American Technology Corporation

CONSOLIDATED BALANCE SHEETS

See accompanying notes to interim consolidated financial statements

American Technology Corporation

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

See accompanying notes to interim consolidated financial statements

American Technology Corporation

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

See accompanying notes to interim consolidated financial statements

American Technology Corporation

Notes to Interim Consolidated Financial Statements (unaudited)

1. OPERATIONS

American Technology Corporation, a Delaware corporation (the “Company”), is engaged in the design, development and commercialization of directed sound technologies and products. The principal markets for the Company’s proprietary sound reproduction technologies and products are in North America, Europe and Asia. The Company operates its business in one operating segment.

The Company has a currently inactive wholly owned subsidiary, American Technology Holdings, Inc., through which the Company intends to conduct international marketing, sales and distribution activities. The consolidated financial statements include the accounts of this subsidiary after elimination of intercompany transactions and accounts.

2. STATEMENTBASIS OF PRESENTATION AND MANAGEMENT’S PLAN

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, the interim financial statements reflect all adjustments necessary in order to make the financial statements not misleading. The consolidated balance sheet as of September 30, 2008 was derived from the Company’s most recent audited financial statements. Operating results for the three and sixnine month period are not necessarily indicative of the results that may be expected for the year. The interim financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended September 30, 2008 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (“SEC”) on December 4, 2008.

The Company recorded net income of $878,811 in the three months ended March 31, 2009 and in the six months ended March 31, 2009, recorded a net increase in cash and cash equivalents of $65,034. For the six months ended March 31, 2009 and 2008, the Company incurred net losses of $2,218 and $3,857,368, respectively. Management believes the Company has adequate financial resources to execute its fiscal 2009 operating plan and to sustain operations for the next twelve months. Management’s operating plan includes (a) growing revenues by focusing on the U.S. military and direct sales to larger commercial and defense related companies, (b) improving product margins by reducing unit product costs and monitoring manufacturing overhead, and (c) controlling research and development and selling, general and administrative costs. Nevertheless, the Company’s operating results will depend on future product sales levels and other factors, some of which are beyond the Company’s control. There can be no assurance the Company can continue to achieve positive cash flow or profitability. The Company operates in a rapidly evolving and often unpredictable business environment that may change the timing or amount of expected future cash receipts and expenditures. If required, management has some flexibility to take remedial actions to adjust the level of research and development and selling, general and administrative expenses based on the availability of resources. However, there can be no assurance that the Company may not be required to raise additional funds through the sale of equity or debt securities or from credit facilities. Additional capital, if needed, may not be available on satisfactory terms, or at all.

3. RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS No. 157”). This standard defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America, and expands disclosure about fair value measurements. According to the original pronouncement, SFAS No. 157 was effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. In February 2008, the FASB issued FSP FASFASB Staff Position (“FSP”) SFAS 157-2, “Effective Date of FASB Statement No. 157”, which defers the effective date of SFAS No. 157 for all non-financial assets and liabilities, except those items recognized or disclosed at fair value on an annual or more frequent recurring basis, until years beginning after November 15, 2008. The Company’s adoption of SFAS No. 157 for its financial assets and liabilities on October 1, 2008 did not have a material impact on the Company’s consolidated financial statements. The Company is currently reviewingdoes not expect that the adoption requirements related toof SFAS No. 157 for its non-financial assets and liabilities and has not yet determined the impact, if any, this will have a material impact on its consolidated financial statements.

In October 2008, the FASB issued FASB Staff Position (“FSP”)FSP SFAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active” (“FSP SFAS 157-3”). FSP SFAS 157-3 clarifies the application of SFAS No. 157 “Fair Value Measurements“, in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. FSP SFAS 157-3 is effective upon issuance, including for prior periods for which financial statements have not been issued.

Revisions resulting from a change in the valuation technique or its application should be accounted for as a change in accounting estimate following the guidance in SFAS No. 154, “Accounting Changes and Error Corrections” (“SFAS No. 154”). However, the disclosure provisions in SFAS No. 154 for a change in accounting estimate are not required for revisions resulting from a change in valuation technique or its application. The adoption of this pronouncement by the Company did not have a material effect on its consolidated financial statements.

In April 2009, the FASB issued FSP SFAS No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP SFAS No. 157-4”). FSP SFAS No. 157-4 provides additional guidance for estimating fair value in accordance with FASB Statement No. 157 Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased. FSP SFAS No. 157-4 also includes guidance on identifying circumstances that indicate a transaction is not orderly. This FSP emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. This statement is effective for interim and annual reporting periods ending after June 15, 2009. The adoption of this pronouncement by the Company did not have a material effect on its consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115” (“SFAS No. 159”), which will permit the option of choosing to measure certain eligible items at fair value at specified election dates and report unrealized gains and losses in earnings. SFAS No. 159 became effective for the Company on October 1, 2008. The Company has not elected to adopt the option available under SFAS No. 159 to measure any of its eligible financial instruments or other items at fair value. Accordingly, the Company continues to measure all of its assets and liabilities on the historical cost basis of accounting except as required under generally accepted accounting principles and disclosed herein. The adoption of SFAS No. 159 did not have a material impact on the Company’s consolidated financial statements.

In April 2008, the FASB issued FSP FASSFAS 142-3, “Determination of Useful Life of Intangible Assets” (“FSP FASSFAS 142-3”). FSP FASSFAS 142-3 amends the factors that should be considered in developing the renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS 142, “Goodwill and Other Intangible Assets.” FSP FASSFAS 142-3 also requires expanded disclosure related to the determination of intangible asset useful lives. FSP FASSFAS 142-3 is effective for fiscal years beginning after December 15, 2008. Earlier adoption is not permitted. The Company does not expect FSP FASSFAS 142-3 to have a material impact on its consolidated financial statements.

In June 2008, the FASB ratified EITFEmerging Issues Task Force (“EITF”) Issue No. 07-5, “Determining whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own StockStock”“(“EITF 07-5”). EITF 07-5 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early application is not permitted. EITF 07-5 provides a new two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own stock and thus able to qualify for the SFAS No. 133 paragraph 11(a) scope exception. Some of the warrants issued by the Company contain a strike price adjustment feature, which upon adoption of EITF 07-5, will result in the instruments no longer being considered indexed to the Company’s own stock. Accordingly, our adoption of EITF 07-5 effective October 1, 2009 will cause these warrants to be classified as liabilities and to be remeasured at each reporting period with changes in the fair value recognized in operating results. The Company has not completed an analysisis currently evaluating the impact the adoption of this pronouncement nor determined the effects of pending adoption, if any,EITF 07-5 will have on its consolidated financial statements.

In April 2009, the FASB issued FSP FAS No. 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS No. 107-1”). FSP FAS No. 107-1 amends SFAS No. 107, “Disclosures about Fair Value of Financial Instruments”, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. FSP FAS No. 107-1 also amends APB Opinion No. 28, “Interim Financial Reporting”, to require those disclosures in summarized financial information at interim reporting periods. This statement became effective for interim and annual reporting periods ending after June 15, 2009. The application of FSP FAS-107-1 expands the Company’s disclosures regarding the use of fair value in interim periods but did not have a material impact on the Company’s consolidated financial statements.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS No. 165”). SFAS No. 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS No. 165 was effective for fiscal years and interim periods ending after June 15, 2009. The implementation of this standard did not have a material impact on the Company’s consolidated financial statements. (See Note 15).

In June 2009, through the issuance of SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, the FASB confirmed that the FASB Accounting Standards Codification (the “Codification”) will become the single official source of authoritative US generally accepted accounting principles (“US GAAP”) (other than guidance issued by the SEC), superseding existing FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force (“EITF”), and related literature. After the effective date of the Codification, only one level of authoritative US GAAP will exist. All other literature will be considered non-authoritative. The Codification does not change US GAAP; instead, it introduces a new structure that is organized in an easily accessible, user-friendly online research system. The Codification becomes effective for interim and annual periods ending on or after September 15, 2009. The Company will apply the Codification beginning in the fourth quarter of fiscal 2009. The adoption of the Codification will not have an effect on the Company’s consolidated financial statements, but will impact the Company’s financial statement disclosures since all future references to authoritative accounting literature will be referenced in accordance with the Codification.

4. INVENTORIES

Inventories are stated at the lower of cost, which approximates actual costs on a first in, first out cost basis, or market. Inventories consisted of the following:

5. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

		June 30, 2009				September 30, 2008
Machinery and equipment		$	635,832			$	511,464
Office furniture and equipment			838,720				821,121
Leasehold improvements			262,258				260,591
			1,736,810				1,593,176
Accumulated depreciation			(1,452,572	)			(1,301,082	)
Property and equipment, net		$	284,238			$	292,094

Included in office furniture and equipment at March 31,June 30, 2009 and September 30, 2008 was $417,937$420,438 and $411,963, respectively, for purchased software, which is being amortized over three years. The unamortized portion of software at March 31,June 30, 2009 and September 30, 2008 was $13,629$14,046 and $13,755, respectively.

Depreciation expense, excluding amortization of software, was $90,986$143,308 and $118,717$167,394 for the sixnine months ended March 31,June 30, 2009 and 2008, respectively. Amortization of purchased software was $6,101$8,183 and $16,868$20,288 for the sixnine months ended March 31,June 30, 2009 and 2008, respectively.

6. PATENTS

Patents consisted of the following:

Amortization expense for the Company’s patents was $54,661$81,242 and $62,420$93,283 for the sixnine months ended March 31,June 30, 2009 and 2008, respectively.

Each quarter, the Company reviews the ongoing value of its capitalized patent costs. In the first sixnine months of fiscal 2009, some of these assets were identified as being associated with patents that are no longer consistent with its business strategy. As a result of this review, the Company reduced the value of previously capitalized patents by $75,744$88,895 during the sixnine months ended March 31,June 30, 2009, compared to a reduction of $205,521$310,347 from the impairment of patents in the sixnine months ended March 31,June 30, 2008.

7. INCOME TAXES

An income tax expense has not been recorded in the three and nine months ended June 30, 2009 based upon the year to date pretax net income as the Company’s projected effective tax rate for the year ending September 30, 2009 will remain zero. The effective tax rate is projected to remain zero as any income recognized for the year will permit a decrease in the valuation allowance for net operating loss carryforwards that existed at the beginning of the year. The Company has not recorded a tax provision in either the three or nine months ended June 30, 2009.

8. SHARE-BASED COMPENSATION

Stock Option Plans

At March 31,June 30, 2009, the Company had two equity incentive plans. The 2002 Stock Option Plan (“2002 Plan”) was terminated with respect to new grants in April 2005 but remains in effect for grants issued prior to that time.the termination. The 2005 Equity Incentive Plan (“2005 Plan”), as amended, authorizes for issuance as stock options, stock appreciation rights, or stock awards an aggregate of

3,250,000 new shares of common stock to employees, directors or consultants, plus the 1,749,564 shares remaining eligible for issuance under the 2002 Plan for a total plan reserve of 4,999,564. The current plan reserve at March 31,June 30, 2009, net of exercises, allows for the issuance of up to 4,644,6634,641,538 shares. At March 31,June 30, 2009, there were options outstanding covering 98,00085,000 and 3,958,2623,973,575 shares of common stock under the 2002 Plan and 2005 Plan, respectively.

At March 31,June 30, 2009, there were also options outstanding covering 32,000 shares of common stock from grants outside the stock option plans. See Note 8 for summary stock option activity during the sixnine months ended March 31,June 30, 2009.

Share-Based Payments

The Company accounts for share-based payments under the provisions of SFAS No. 123(R) “Share-based payments” (“SFAS 123(R)”). Options or stock awards issued to non-employees who are not directors of the Company are recorded at their estimated fair value at the measurement date in accordance with SFAS No. 123(R) and EITF Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring or in Conjunction with Selling Goods or Services,” and are periodically revalued as the options vest and are recognized as expense over the related service period. The Company recorded $1,082,568$1,388,857 and $1,144,404$1,669,035 of share-based compensation expense for the sixnine months ended March 31,June 30, 2009 and 2008, respectively. The amounts of share-based compensation expense are classified in the consolidated statements of operations as follows:

The weighted-average estimated fair value of employee stock options granted during the sixnine months ended March 31,June 30, 2009 and 2008 was $0.24$0.28 and $0.96,$1.00, per share, respectively, using the Black-Scholes option pricing model with the following weighted-average assumptions (annualized percentages):

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. Expected volatility is based on the historical volatility of the Company’s common stock over the period commensurate with the expected life of the options. The risk-free interest rate is based on rates published by the Federal Reserve Board. The expected life is based on observed and expected time to post-vesting exercise. The expected forfeiture rate is based on past experience and employee retention data. 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 will be recorded as a cumulative adjustment in the period in which the estimate is changed.

Since the Company has a net operating loss carryforward as of March 31,June 30, 2009, no excess tax benefit for the tax deductions related to share-based awards was recognized for the sixnine months ended March 31,June 30, 2009 and 2008. Additionally, as thereno incremental tax benefits were norecognized from stock options exercised in the six monthsquarters ended March 31,June 30, 2009 or 2008, there were no incremental tax benefits recognized.2008. Such recognition would have resulted in a reclassification to reduce net cash provided by operating activities with an offsetting increase in net cash provided by financing activities.

As of March 31,June 30, 2009, there was $900,000approximately $600,000 of total unrecognized compensation cost related to non-vested share-based employee compensation arrangements. The cost is expected to be recognized over a weighted-average period of 1.4 years.

8.9. STOCKHOLDERS’ EQUITY

Summary

The following table summarizes changes in stockholders’ equity components during the sixnine months ended March 31,June 30, 2009:

Common Stock Activity

There was noDuring the nine months ended June 30, 2009, the Company issued 3,125 shares of common stock activity duringin connection with the six months ended March 31, 2009.exercise of stock options.

Stock Option Activity

The following table summarizes information about stock option activity during the sixnine months ended March 31,June 30, 2009:

Options outstanding are exercisable at prices ranging from $0.46 to $9.48 and expire over the period from 2009 to 20132014 with an average life of 3.323.11 years. The aggregate intrinsic value of options outstanding and exercisable at March 31,June 30, 2009 was $245,923$1,354,118 and $100,667,$664,420, respectively.

Stock Purchase Warrants

There was no warrant activity during the sixnine months ended March 31,June 30, 2009. The number of shares purchasable under outstanding warrants at March 31,June 30, 2009 was 2,936,693 at a weighted average purchase price of $3.78.

At March 31,June 30, 2009, the following stock purchase warrants were outstanding arising from offerings and other transactions:

9.10. ACCRUED LIABILITIES

Accrued liabilities consisted of the following:

Changes in the warranty reserve during the three and sixnine months ended March 31,June 30, 2009 and 2008 were as follows:

10.11. INCOME (LOSS) PER SHARE

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period increased to include the number of dilutive potential common shares outstanding during the period. The dilutive effect of outstanding stock options and warrants is reflected in diluted earnings per share by application of the treasury stock method, which assumes that the proceeds from the exercise of the outstanding options and warrants are used to repurchase common stock at market value. Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities. The Company’s losses for certain periods presented cause the inclusion of potential common stock instruments outstanding to be antidilutive.

The following table sets forth the computation of basic and diluted earnings (loss) per share:

12. FAIR VALUE MEASUREMENTS

The Company’s financial instruments consist of cash and cash equivalents, accounts receivables, accounts payable and accrued liabilities. The carry values of these instruments approximate fair values due to their short-term maturities.

11.13. MAJOR CUSTOMERS

For the three and six months ended March 31,June 30, 2009, revenues from two customers accounted for 22% and 11% of revenues, respectively, and for the nine months ended June 30, 2009, revenues from one customer accounted for 42% and 33%29% of revenues, respectively, with no other single customer accounting for more than 10% of revenues. At March 31,June 30, 2009, accounts receivable from one customertwo customers accounted for 56%29% and 20% of total accounts receivable, respectively, with no other single customer accounting for more than 10% of the accounts receivable balance.

For the three months ended March 31,June 30, 2008, revenues from two customers each accounted for 25% and 18%12% of revenues, respectively; and for the sixnine months ended March 31,June 30, 2008, revenues from three customersone customer accounted for 15%, 11% and 11%, respectively,12% of revenues, with no other single customer accounting for more than 10% of revenues. At March 31,June 30, 2008, accounts receivable from threefour customers accounted for 27%18%, 15%13%, 12% and 12% of total accounts receivable, respectively, with no other single customer accounting for more than 10% of the accounts receivable balance.

12.14. COMMITMENTS AND CONTINGENCIES

Bank and Other Cash Equivalent Deposits in Excess of FDIC Insurance Limits

The Company currently maintains its cash and cash equivalent accounts with a major financial institution. Effective October 14, 2008, Federal Deposit Insurance Corporation deposit insurance was changed to provide full deposit insurance coverage for non-interest bearing deposit transaction accounts through December 31, 2009. Also in October 2008, the financial institution enrolled in the U.S. Treasury Department’s Temporary Guarantee Program for money market funds. Under this program, the U.S. Treasury guarantees the $1.00 per share value of fund shares outstanding as of September 19, 2008, subject to certain terms and limitations. As a result, since all of the Company’s cash equivalents at March 31,June 30, 2009 consist of money market funds with this financial institution, these funds are guaranteed at 100% up to the balance held as of September 19, 2008. Based on these changes, as of March 31,June 30, 2009, the Company did not have any cash and cash equivalents that are either in excess of current FDIC limits or that are not guaranteed by the U.S. Treasury Department.

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.

15. SUBSEQUENT EVENTS

Subsequent events have been evaluated through August 3, 2009, which was the date the Company’s financial statements were issued.

The following discussion should be read in conjunction with the accompanying unaudited interim financial statements and the related notes included under Item 1 of this Quarterly Report on Form 10-Q, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended September 30, 2008.

The following discussion provides an overview of our results of operations for the three and sixnine months ended March 31,June 30, 2009 and 2008. Significant period-to-period variances in the consolidated statements of operations are discussed under the caption “Results of Operations.” Our financial condition and cash flows are discussed under the caption “Liquidity and Capital Resources.”

Forward Looking Statements

This report contains certain statements of a forward-looking nature relating to future events or future performance. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the only means of identifying forward-looking statements. Prospective investorsReaders are cautioned that such statements are only predictions and that actual events or results may differ materially. In evaluating such statements, prospective investorsreaders should specifically consider various factors identified in this report and any matters set forth under Part I, Item 1A (Risk Factors) of our Annual Report on Form 10-K, which could cause actual results to differ materially from those indicated by such forward-looking statements.

Overview

We are a pioneer of highly intelligible, high clarity, directed sound technologies and products. We aggressively seek to create markets for our products, and we are increasing our focus on and investment in worldwide sales and marketing activities while we continue to innovate.

During 2008, we completed the development of a new generation of LRAD^® products called the LRAD-X^®. Our new LRAD-X products use directionality and focused acoustic output to clearly transmit critical information, instructions and warnings 500 meters and beyond. The LRAD-X product line can be manually operated or integrated into a remotely controlled security network’s command and control center. Through the use of powerful voice commands and deterrent tones, large safety zones can be created while determining the

intent and influencing the behavior of an intruder. Our LRAD- XLRAD-X products are the industry’s loudest, most intelligible line of directed acoustic hailing and warning devices (AHDs), and feature rugged, weatherproof construction and enhanced voice, tone and frequency response. Our newWe continue to improve and expand our LRAD product line that includes the following:following major products:

These products have been well received by our military customers and interest has been strong for other applications such as oil rig protection, maritime and homeland security, port security, bird and wildlife deterrents and by law enforcement. We believe these products provide an increased opportunity for us in both the government and commercial markets that we are developing, and will allow us to continue as the leader in this market. We believe that our products are offered at price and performance points to attract serious market interest. Accelerating our product sales and revenue growth will require organizational discipline, improved customer focus, and a new, sustained marketing push of our Company and products. We are focused on these areas of our business while also containing costs.

As has been widely reported, financial markets in the United States, Europe and Asia have been experiencing extreme disruption in recent months, including, among other things, extreme volatility in security prices, severely diminished liquidity and credit availability, rating downgrades of certain investments and declining valuations of others. Governments have taken unprecedented actions intended to address extreme market conditions that include severely restricted credit and declines in real estate values. While currently these conditions have not impaired our ability to operate our business, there can be no assurance that there will not be a further deterioration in financial markets and confidence in major economies, which can then lead to challenges in the operation of our business. These economic developments affect businesses such as ours in a number of ways. The current tightening of credit in financial markets adversely affects the ability of commercial customers to finance purchases and operations and could result in a decrease in orders and spending for our products as well as create supplier disruptions. Economic developments could also reduce future government spending on our products. We are unable to predict the likely duration and severity of the current disruption in financial markets and adverse economic conditions and the effects they will have on our business and financial condition.

Overall Performance for the SecondThird Quarter of Fiscal 2009

For our secondthird fiscal quarter ended March 31,June 30, 2009:

Our various technologies are high risk in nature. However, weWe believe we have a solid technology and product foundation for business growth over the next several years. We have additional new technologies and products in various stages of development. We believe we have strong market opportunities, particularly given the continuing global threats to both governments and commerce, where our LRAD products have proven to be effective at determining intent and hailing and notification for force protection.

Critical Accounting Policies

We have identified a number of accounting policies as critical to our business operations and the understanding of our results of operations. These are described in our consolidated financial statements located in Item 1 of Part I, “Financial Statements,” and Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report of Form 10-K for the year ended September 30, 2008. The impact and any associated risks related to these policies on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported and expected financial results.

The methods, estimates and judgments we use in applying our accounting policies, in conformity with generally accepted accounting principles in the United States, have a significant impact on the results we report in our financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. The estimates affect the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.

Results of Operations for the Three Months Ended March 31,June 30, 2009 and 2008

Revenues

Revenues for the three months ended March 31,June 30, 2009 were $5,872,482,$4,404,040, representing a 187%60% increase from $2,048,372$2,748,234 in revenues for the three months ended March 31,June 30, 2008. Revenues for the three months ended March 31,June 30, 2009 included $5,801,400$4,289,200 of product sales and $71,082$114,840 of contract, license and other revenues. Revenues for the three months ended March 31,June 30, 2008 included $1,959,310$2,505,601 of product sales and $89,062$242,633 of contract, license and other revenues. The revenue growth was in our LRAD product line, partially offset by reductions in our HSS and SoundSaber product lines.sales. In addition to strong sales to the U.S. Navy and Army, we have continued to diversify our revenues to foreign military groups, shipping companies, fisheries, police, bird and wildlife protection and other commercial applications. Our revenues are highly dependent on the timing of large orders from a small number of customers. We expect continued uneven quarterly revenues in future periods due to the lack of established markets for our proprietary products.

For the three months ended March 31,June 30, 2008, we recognized $54,167 in contract revenue representing ratable earned revenue under a three year license agreement. We did not record any similar contract revenue in the three months ended March 31,June 30, 2009 as the contract expired in September 2008. At March 31,June 30, 2009, there was no revenue unearned under this agreement. At March 31,June 30, 2009, we had aggregate deferred license revenue of $275,509 representing amounts collected from another license agreement in advance of recognized earnings. This revenue component is subject to significant variability based on the timing, amount and recognition of new arrangements, if any.

Gross Profit

Gross profit for the three months ended March 31,June 30, 2009 was $3,116,857,$1,987,803, or 53%45% of revenues, compared to $731,053,$1,044,322, or 36%38% of revenues, for the three months ended March 31,June 30, 2008. The increase in gross profit was driven by higher revenues, increased product margins due to reduced product cost and favorable mix, and broader absorption of our fixed overhead expenses as a result of the higher revenues. We incurred increased warranty costs during the most recent quarter compared to the prior year’s third quarter primarily to replace some units that were damaged due to unique application of our product by one of our customers. We have worked with our customer and this issue has been resolved.

Our products have varying gross margins, so product sales mix will materially affect gross profits. In addition, we continue to make product updates and changes, including raw material and component changes that may impact product costs. With such product updates and changes we have limited warranty cost experience and estimated future warranty costs can impact our gross margins. We do not believe that historical gross profit margins should be relied upon as an indicator of future gross profit margins.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended March 31,June 30, 2009 increased $44,036decreased $334,857 to $1,797,917,$1,395,777, or 31%32% of revenues, compared to $1,753,881,$1,730,634, or 86%63% of revenues, for the three months ended March 31,June 30, 2008. The increasedecrease in selling general and administrative expenses was primarily attributed to $445,897 increase$165,880 in outside sales commissions, partially offset by $102,501 lower salaries and consulting expense, $92,267$97,017 due to lower professional fees resulting primarily from a change in audit firms, $72,311non-cash share-based compensation expense, $57,353 of reduced marketing expenses, and $176,137 of travel and other cost savings.savings, partially offset by $161,530 increase in outside sales commissions.

We incurred non-cash share-based compensation expenses related to SFAS No. 123(R) allocated to selling, general and administrative expenses in the three months ended March 31,June 30, 2009 and 2008 of $461,325$269,348 and $511,396,$366,363, respectively.

We may expend additional resources on marketing and selling our products in future periods as we identify ways to optimize our potential opportunity. This may result in increased selling, general and administrative expenses in the future. Commission expense will vary based on the sales channel and revenue levels.

Research and Development Expenses

Research and development expenses decreased $718,199$398,668 to $448,650,$459,506, or 8%10% of revenues, for the three months ended March 31,June 30, 2009, compared to $1,166,849,$858,174, or 57%31% of revenues, for the three months ended March 31,June 30, 2008. This decrease in research and development expense was primarily due to $343,187 higher$162,800 of consulting, prototypes and testing costs incurred in the prior year for the development of our new LRAD-X product line $227,029that were not incurred in lower salariesthe 2009 quarter, $175,038 for reduced non-cash share-based compensation expense, and benefits from reduced headcount, and $115,250$91,676 from the reduction in expenses incurred for impairment of patents.

Included in research and development expenses for the three months ended March 31,June 30, 2009 and 2008 was $32,920$18,004 and $63,585$193,042 of SFAS No. 123(R) non-cash share-based compensation costs, respectively. The prior year expense included a $145,375 adjustment to true-up the forfeiture rate.

Each quarter, we review the ongoing value of our capitalized patent costs and in the secondthird quarter identified some of these assets as being associated with patents that are no longer consistent with our business strategy. As a result of this review, we reduced the value of our previously capitalized patents by $39,291$13,151 during the quarter ended March 31,June 30, 2009, compared to an impairment of $154,541$104,827 in the three months ended March 31,June 30, 2008.

Research and development costs vary period to period due to the timing of projects, the availability of funds for research and development and the timing and extent of use of outside consulting, design and development firms. We completed the development of the LRAD-X product line in the third fiscal quarter of 2008 with enhanced performance and louder, more intelligible communications. Based on current plans and reduced engineering staffing, we expect research and development costs to continue in the current fiscal year at a lower level than last year.

Income (Loss) from Operations

Income from operations was $870,290$132,520 for the three months ended March 31,June 30, 2009, compared to loss from operations of $2,189,677$1,544,486 for the three months ended March 31,June 30, 2008. The income from operations is primarily attributable to the increase in revenues, improved gross profit margins and reduced research and development expense.operating expenses.

Other Income

During the three months ended March 31,June 30, 2009, we earned $8,521$4,447 of interest income on our cash and cash equivalents balances compared to $56,302$24,581 during the three months ended March 31,June 30, 2008 due to lower cash balances and lower interest rates.

Net Income (Loss)

The net income for the three months ended March 31,June 30, 2009 was $878,811,$136,184, or $0.03$0.00 per share, an increase of $3,012,186$1,656,089 from a net loss of $2,133,375,$1,519,905, or $0.07$0.05 per share, for the three months ended March 31,June 30, 2008. The net income was primarily the result of increased revenues, improved gross profit margins and reduced research and development expense.operating expenses. We had no income tax expense for either of the periods presented.

Results of Operations for the SixNine Months Ended March 31,June 30, 2009 and 2008

Revenues

Revenues for the sixnine months ended March 31,June 30, 2009 were $8,365,725,$12,769,765, representing an 82%a 74% increase from $4,584,016$7,332,250 in revenues for the sixnine months ended March 31,June 30, 2008. Revenues for the sixnine months ended March 31,June 30, 2009 included $8,232,243$12,521,443 of product sales and $133,482$248,322 of contract, license and other revenues. Revenues for the sixnine months ended March 31,June 30, 2008 included $4,382,997$6,888,597 of product sales and $201,019$443,653 of contract, license and other revenues. Sales increased in our LRAD product line and decreased in our HSS and SoundSaber product lines. We expect continued uneven quarterly revenues in future periods as we continue to develop the markets for our proprietary products.

For the sixnine months ended March 31,June 30, 2008, we recognized $108,334$162,500 in contract revenue representing ratable earned revenue under a six year license agreement. We did not record any similar contract revenue in the sixnine months ended March 31,June 30, 2009 as the contract expired in September 2008. At March 31,June 30, 2009, there was no revenue unearned under this agreement. At March 31,June 30, 2009, we had aggregate deferred license revenue of $275,509 representing amounts collected from another license agreement in advance of recognized earnings. This revenue component is subject to significant variability based on the timing, amount and recognition of new arrangements, if any.

Gross Profit

Gross profit for the sixnine months ended March 31,June 30, 2009 was $4,259,128,$6,246,931, or 51%49% of revenues, compared to $1,884,982,$2,929,304, or 41%40% of revenues, for the sixnine months ended March 31,June 30, 2008. The increase in gross profit was due to higher revenues, increased product margins due to reduced product cost and favorable mix and greater absorption of our fixed overhead expenses as a result of the higher revenues.

Our products have varying gross margins, so product sales mix will materially affect gross profits. In addition, we continue to make product updates and changes, including raw material and component changes that may impact product costs. With such product updates and changes we have limited warranty cost experience and estimated future warranty costs can impact our gross margins. We do not believe that historical gross profit margins should be relied upon as an indicator of future gross profit margins.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the sixnine months ended March 31,June 30, 2009 decreased $398,357$733,214 to $3,384,877,$4,780,654, or 40%37% of revenues, compared to $3,783,234,$5,513,868, or 83%75% of revenues, for the sixnine months ended March 31,June 30, 2008. The decrease in selling general and administrative expenses was primarily attributed to $361,554$383,064 in lower professional fees resulting from a change in audit firms, $228,122$394,002 from reduced staffing levels, $120,053$116,418 from reduced non-cash share-based compensation expense, $129,664 from lower marketing expenses and $366,650 from a reduction in travel and other expense, reductions, partially offset by an increase of $490,690$656,585 in outside sales commission expense.

We incurred non-cash share-based compensation expenses related to SFAS No. 123(R) allocated to selling, general and administrative expenses in the sixnine months ended March 31,June 30, 2009 and 2008 of $964,952$1,234,300 and $984,355,$1,350,718, respectively.

We may expend additional resources on marketing and selling our products in future periods as we identify ways to optimize our potential opportunity. This may result in increased selling, general and administrative expenses in the future. Commission expense will also vary based on the sales channel and revenue levels.

Research and Development Expenses

Research and development expenses decreased $1,075,919$1,474,587 to $901,108,$1,360,614, or 11% of revenues, for the sixnine months ended March 31,June 30, 2009, compared to $1,977,027,$2,835,201, or 43%39% of revenues, for the sixnine months ended March 31,June 30, 2008. This decrease in research and development expense was primarily due to $584,435a reduction of higher$747,235 in consulting, prototypes and testing costs in the prior year for the development of our new LRAD-X product line. In addition, we had savings of $293,706$252,789 from reduced staffing levels and $129,777$221,453 from the reduction in expenses incurred for impairment of patents.patents and $216,356 from reduced non-cash share-based compensation expense.

Included in research and development expenses for the sixnine months ended March 31,June 30, 2009 and 2008 was $78,988$96,992 and $120,306$313,348 of SFAS No. 123(R) non-cash share-based compensation costs, respectively. The prior year expense included a $145,375 adjustment to true-up the forfeiture rate.

Each quarter, we review the ongoing value of our capitalized patent costs and in the first twothree quarters identified some of these assets as being associated with patents that are no longer consistent with our business strategy. As a result of this review, we reduced the value of our previously capitalized patents by $75,744$88,895 during the sixnine months ended March 31,June 30, 2009, compared to an impairment of $205,521$310,348 in the sixnine months ended March 31,June 30, 2008.

Research and development costs vary period to period due to the timing of projects, the availability of funds for research and development and the timing and extent of use of outside consulting, design and development firms. We completed the development of the LRAD-X product line in the third fiscal quarter of 2008 with enhanced performance and louder, more intelligible communications. Based on current plans and reduced engineering staffing, we expect research and development costs to continue in the current fiscal year at a lower level than last year.

LossIncome (Loss) from Operations

LossIncome from operations was $26,857$105,663 for the sixnine months ended March 31,June 30, 2009, compared to loss from operations of $3,875,279$5,419,765 for the sixnine months ended March 31,June 30, 2008. The decreased loss from operations is primarily attributable to the increase in revenues, improved gross profit margins and lower operating expenses.

Other Income (Expense)

During the sixnine months ended March 31,June 30, 2009, we earned $24,639$29,086 of interest income on our cash and cash equivalents balances compared to $126,732$151,313 during the sixnine months ended March 31,June 30, 2008 due to lower cash balances and lower interest rates. During the sixnine months ended March 31,June 30, 2008, we recorded a $108,821 financing expense for estimated liquidated damages based on certain registration rights agreements. We did not have a similar chargeagreements compared to $783 of interest expense during the six monthsnine month ended March 31,June 30, 2009.

Net LossIncome (Loss)

The net lossincome for the sixnine months ended March 31,June 30, 2009 was $2,218, a 100% decrease from$133,966, compared to a net loss of $3,857,368$5,377,273 for the sixnine months ended March 31,June 30, 2008. The significantly reduced loss was primarily the result of increased revenues, improved gross margins and lower operating expenses. We had no income tax expense for either of the periods presented.

Liquidity and Capital Resources

We generated positive cash flow from operating activities and a net increase in cash and cash equivalents during the sixnine months ended March 31,June 30, 2009 of $204,212$2,101,922 and $65,034,$1,931,117, respectively. During this period, we financed our working capital requirements through cash and cash equivalents on hand at the beginning of the period, and from cash generated from operating activities. Cash and cash equivalents at March 31,June 30, 2009 was $2,759,903$4,625,986 compared to $2,694,869 at September 30, 2008. The net increase in cash and cash equivalents during this period resulted from net cash from operating activities and $1,500 from financing activities through the exercise of options, offset by $139,178$172,305 in net cash used in investing activities that related to purchases of equipment and patent costs paid.

Other than cash and cash equivalents, inventory and our balance of accounts receivable, we have no other unused sources of liquidity as of March 31,June 30, 2009.

Principal factors that could affect the availability of our internally generated funds include:

Principal factors that could affect our ability to obtain cash from external sources include:

Based on our current cash position, and our order backlog, and assuming currently planned expenditures and level of operations, we believe we have sufficient capital to fund operations for at least the next twelve months. However, we operate in a rapidly evolving and unpredictable business environment that may change the timing or amount of expected future cash receipts and expenditures. Accordingly, there can be no assurance that we may not be required to raise additional funds through the sale of equity or debt securities or from credit facilities. Additional capital, if needed, may not be available on satisfactory terms, or at all.

Cash Flows

Operating Activities

Our net cash provided by operating activities was $204,212$2,101,922 for the sixnine months ended March 31,June 30, 2009 compared to cash used of $1,749,948$3,002,373 from operating activities for the sixnine months ended March 31,June 30, 2008. Net cash provided by operating activities for the sixnine months ended March 31,June 30, 2009 included a $2,218 net loss, decreasedincome of $133,966, increased by expenses not requiring the use of cash of $1,377,717,$2,056,090, $199,648 from decreased inventories and $289,426 in cash resulting$30,217 from increasedreduced accounts payable.receivable. Operating cash usage during the sixnine months ended March 31,June 30, 2009 included $1,230,725 from increased accounts receivable, $66,160 from decreased inventories, $13,429 from increased prepaid expenses, $11,513$163,627 for increased warranty settlements, and $138,886$132,373 decrease in accrued liabilities.liabilities, $15,895 increase in prepaid expenses and $6,104 decrease in accounts payable. Cash generated from operating activities for the sixnine months ended March 31,June 30, 2008 included $84,834$110,995 for decreased inventories, a $676,786$114,709 increase in accounts payable and a $668,656$675,466 increase in accrued liabilities. Cash used in operating activities for the sixnine months ended March 31,June 30, 2008 included the $3,857,368$5,377,273 net loss, reduced by expenses not requiring the use of cash of $1,489,320,$2,241,615, a $733,541$678,387 increase in accounts receivable, a $57,137$59,026 increase in prepaid expenses and a $21,498$30,472 increase in warranty settlements.

At March 31,June 30, 2009, we had working capital of $7,273,950,$7,778,932, compared to working capital of $6,105,286 at September 30, 2008.

At March 31,June 30, 2009, we had net accounts receivable of $3,444,661,$2,173,918, compared to $2,210,526 in accounts receivable at September 30, 2008. The level of trade accounts receivable at March 31,June 30, 2009 represented approximately 5345 days of revenue compared to approximately 72 days of revenue at September 30, 2008. Terms with individual customers vary greatly. We typically require thirty-day terms from our customers. Our receivables can vary significantly due to overall sales volumes and due to quarterly variations in sales and timing of shipments to and receipts from large customers and the timing of contract payments.

Investing Activities

We use cash in investing activities primarily for the purchase of tooling, computer equipment and software and investment in new patents. Cash used in investing activities for equipment was $118,048$143,635 for the sixnine months ended March 31,June 30, 2009 and $89,692$99,355 for the sixnine months ended March 31,June 30, 2008. Cash used for investment in new patents was $21,130$28,670 for the sixnine months ended March 31,June 30, 2009 and $117,766$160,173 for the sixnine months ended March 31,June 30, 2008. We anticipate some additional expendituresexpenditure for equipment and patents during the balance of fiscal year 2009.

Financing Activities

Cash provided by financing activities for the three and nine months ended June 30, 2009 was $1,500, which consisted of net cash proceeds from the exercise of stock options. There was no cash provided by or used in financing activities for the sixnine months ended March 31, 2009 orJune 30, 2008.

Recent Accounting Pronouncements

A discussion of the new pronouncements can be found in Note 3 to our interim consolidated financial statements.

Not applicable.

We are required to maintain disclosure controls and procedures designed to ensure that material information related to us, including our consolidated subsidiaries, is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31,June 30, 2009.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during our fiscal quarter ended March 31,June 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our process for evaluating controls and procedures is continuous and encompasses constant improvement of the design and effectiveness of established controls and procedures and the remediation of any deficiencies which may be identified during this process.

PART II. OTHER INFORMATION

We may at times be involved in litigation in the ordinary course of business. We will also, from time to time, when appropriate in management’s estimation, record adequate reserves in our financial statements for pending litigation. Currently, there are no pending material legal proceedings to which we are party or to which any of our property is subject.

Not applicable.

None.

Not applicable.

We held our Annual Meeting of Shareholders on March 25, 2009. The matters voted upon at the meeting included (a) the election of all five directors, and (b) ratification of the selection of Squar, Milner, Peterson, Miranda, & Williamson, LLP as the Company’s independent registered public accounting firm for our fiscal year ending September 30, 2009. The votes cast with respect to these matters were as follows:None.

NoneNone.

32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Thomas R. Brown, Principal Executive Officer and Katherine H. McDermott, Principal Financial Officer.

99.1		Press release dated April 29,August 3, 2009 regarding fiscal Q2Q3 2009 financial results. (This exhibit has been furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.)

SIGNATURES

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

18