SecProbe.io

July 21, 2010
 Elwood G. Norris Chief Executive Officer
Parametric Sound Corporation
1941 Ramrod Avenue, Suite #100 Henderson, Nevada 89014
Re: Parametric Sound Corporation  Form 10-12G
Filed June 24
th, 2010
File No. 000-54020
  Dear Mr. Norris:
 We have reviewed your Form 10 and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe  our comments apply to your f acts and circumstances or do
not believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

General

1. Please note that the Form 10 goes effective by lapse of time 60 days after the date
filed pursuant to Section 12(g)(1) of the S ecurities Exchange Act of 1934.  After that
date, you will be subject to the reporting requirements under Section 13(a) of the
Securities Exchange Act of 1934.  In addition, we will continue to review your filing
until all of our comments have been addressed.
2. Please discuss how you intend to communi cate any material changes to the
agreements referenced within your “Our Relationship with LRAD Corporation After
The Spin-Off” section made after the disse mination of your information statement,
but before the distribution.

Mr. Elwood G. Norris
Parametric Sound Corporation July 21, 2010 Page 2   Executive Summary, page 1

3. We note your statement that your summary is a summary of “some of the information contained elsewhere…and should not be c onsidered complete.” While your summary
is not expected to contain all of the information found el sewhere in the prospectus, it
should nonetheless be complete. Please re vise to indicate that you have included
summary disclosure concerning all materi al terms of your proposed transaction.

Our Strengths, page 2

4. In the interest of balancing your disclosure here, pleas e revise to include disclosure
regarding the principle challenges the spun- off company is likely to face, including
the need to develop a new product line subse quent to the distribution date and related
uncertainty of revenues, and limited funding subsequent to the spin-off.
 Risk Factors, page 11

5. Please revise to include risk  factor disclosure regardi ng your auditor’s going concern
opinion.

We have a history of operating losses, expect additional losses, and may not achieve or
sustain profitability, page 11

6. Please revise to quantify the history of losses referenced in this risk factor.

Efforts to comply with recently enacted cha nges in securities laws and regulations will
increase our costs and require additional management resources, and we still may fail to
comply, page 19

7. To the extent determinable, please revise to provide an estimate of the costs associated with your compliance with the Sarbanes-Oxley Act of 2002, as discussed
in this risk factor.
 Material U.S. Federal Income Tax C onsequences of the Spin-Off, page 24

8. We note that the disclosure on the top of page 25 is unclear as to who is opining on the tax consequences of the proposed spin -off transaction. Earlier in the document
you have stated the beliefs only of LRAD management in this regard, as well as that you have not obtained either a private-le tter ruling from the IRS, nor sought the
opinion of your accounting firm. Please advise, or revise to clarify, if true, that you
have not obtained an expert opinion with respect to the tax consequences of the
proposed spin-off, and that the statemen t is limited to management’s belief only.

Mr. Elwood G. Norris
Parametric Sound Corporation July 21, 2010 Page 3  Capitalization and Financing, page 27

9. In this section and throug hout your information statement you make reference to a
commitment from Mr. Norris to ensure th at “at least $350,000 will be funded at the
distribution date through conversion of am ounts owed to Syzygy and additional cash
on the same terms as other investors”.  Pleas e indicate whether this arrangement is in
writing or, if it is not, how it is going to be enforced.  If the arrangement is in writing,
please include it as an exhibit to your Form 10.  In addition, please revise your
disclosure to make clear that funding received via “c onversion of amounts owed to
Syzygy” will not represent cash available for working capital.

10. With respect to the non-binding indicati ons of interest you have received for
$650,000 in financing, please indicate the num ber and person or class of persons
involved and how they have expressed their interest.
 Notes to Unaudited Pro Forma Financial Statements, page 33

11. Please refer to footnote (A) and the first paragraph above.  Please disclose why you
are assuming the minimum floor price to be the market price and disclose the impact
of the $0.30 maximum exercise price on pro forma balance sheet and operating statements (footnote (1)).

12. Please refer to footnote C and Note 10 on page F-19.  Tell us the factors you
considered in concluding that it is not appropriate to include the costs incurred by
Syzygy on your behalf and your liability to  Syzygy in the historical financial
statements.  Refer to your basis in the accounting literature.

Operating Statements, page 33

13. Please refer to footnote (1).  We note that  you do not currently have plans to produce
or sell the H450 product and you expect futu re revenues and costs to be from your
new product lines.  We also note that the di stribution (spin-off) was approved by the
LRAD shareholders on June 2, 2010.  Please te ll us your consider ation of presenting
this product line as discontinued operations  under ASC 205-20 in your pro forma or
historical financial statements.  Incl ude in your response the specific factors
considered and references to th e appropriate accoun ting literature.

Management’s Discussion and Analysis…, page 34

14. In the overview of your management’s discussion and analysis, please discuss the
most significant business challenges that management expects to encounter over the next year and beyond as well as the known tr ends, demands or uncertainties that may
affect the company’s financial conditi on.  See Item 303 of Regulation S-K.

Mr. Elwood G. Norris
Parametric Sound Corporation July 21, 2010 Page 4
15. We note disclosure on page 36 that you do not  expect past revenues, product costs
and operating expenses to be indicative of  performance in those respective areas post
spin-off.  To the extent practicable, please elaborate on your  expectations going
forward for each of these metrics.  Your discussion should note significant areas of
expense.
16. Please revise to discuss the potential effects of your possible inability  to continue as a
going concern.
17. Given your initial expectation of employing only two individuals, one of whom is
expected to work part-time, please indi cate any uncertainty management has with
respect to accomplishing both day-to -day and long-term milestones.

Results of Operations, page 36

18. Please revise to quantify the extent to  which the sales growth you discuss is
attributable to the program with Cardin al Health that will be fulfilled by LRAD
Corporation.

Liquidity and Capital Resources, page 38

19. Please revise to disclose and quantify all known material short term liquidity
requirements.  For example, comment on potential research and development cash
requirements.  Further, provide similar di sclosure regarding al l known material long-
term liquidity requirements and discuss your  ability to meet these requirements.
Pease note that we consider “long-term” to be the period in excess of the next twelve
months.

Business, page 39

20. We note your statement on page 40 and else where that you “expect to produce new
products at a reduced cost compared to the H450”.  Please disclose the basis for this
belief.
21. Please provide the name of your HSS piezo-f ilm supplier and the names of all other
principal suppliers.  See Item 101(h)(4)(v) of Regulation S-K.
22. We note on page 41 that you expect to ente r into a license ag reement with Syzygy
Licensing LLC.  Please revise to state that the contract is not yet executed.  To the
extent that there is the possibility that the agreement may not be executed, and this
presents a risk deemed material, please re vise to include risk  factor disclosure.

Mr. Elwood G. Norris
Parametric Sound Corporation July 21, 2010 Page 5  Management, page 46

23. Please disclose any employment/management relationship that Mr. Norris has or had
with Syzygy Licensing LLC.  If Mr. Norri s has an ongoing relationship with Syzygy
Licensing LLC, please disclose the amount of  time he expects to dedicate to that
relationship.

24. Please provide the amount of time Mr. Barnes  expects to devote to you on a weekly
or monthly basis.
 Intangibles, page F-9

 25. Tell us the nature of patents and trademarks  and whether they are associated with the
H450 product.  If not, tell us how you assessed their recoverability.

Syzygy Licensing LLC, pages F-19

Syzygy Licensing LLC, page F-30

26. Please delete the reference to “SEC approval. ”  In addition, disclose in Note 11 that
the LRAD Corporation shareholders approve d the spin-off transaction on June 2,
2010.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

You may contact Kathryn Jacobson at 202-551-3365 or Dean Suehiro at 202-551-
3384 if you have questions regarding comments on the financial statements and related

Mr. Elwood G. Norris
Parametric Sound Corporation July 21, 2010 Page 6  matters.  Please contact Jonathan Groff at 202-551-3458 or me at 202-551-3810 with any
other questions.

Sincerely,
     /s/ Paul Fischer
Larry Spirgel
   cc: Via  facsimile to (435) 628-1610

 Joshua E. Little, Esq.