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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q/A
 (Amendment No. 1)
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
 For the quarterly period ended March 31, 2008
 Or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
 For the transition period from            to
 Commission File Number: 0-26524
 LOUD TECHNOLOGIES INC.
  Washington
    
    91-1432133(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)16220 Wood-Red Road, N.E., Woodinville, Washington
    
    98072(Address of principal executive offices)
    
    (Zip Code)
 (425) 487-4333
 N/A
 o þ
  Large accelerated filer
o
    
    Accelerated filer o
    
    Non-accelerated filer  
þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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TABLE OF CONTENTS  Item 4T. Controls and ProceduresPART II. OTHER INFORMATIONItem 6. ExhibitsSIGNATURESEXHIBIT INDEXEX-31.1EX-31.2    Table of Contents  EXPLANATORY NOTE
   
 Item 4T. Controls and Procedures
 Background
  
    
    During the quarter ended September 30, 2008, the Company received a comment letter from
the staff of the SEC which brought to the Companys attention its failure to include in its
Annual Report on Form 10-K for the year ended December 31, 2007 (the Form 10-K)
managements report on the effectiveness of the Companys internal control over financial
reporting, as required under Rules 13a-15 and 15(d)-15 under the Exchange Act.
    
    As a result of the SEC comment letter, the Company filed an amendment to the Form 10-K
on July 25, 2008 (Amendment No. 2 to Form 10-K) which included managements report on the
effectiveness of the Companys internal control over financial reporting.
    
    After the filing of Amendment No. 2 to Form 10-K, the Company received a second comment
letter from the staff of the SEC which questioned the conclusion of Company management set
forth in Amendment No. 2 to Form 10-K that the Companys disclosure controls and procedures
were effective as of the end of the 2007 fiscal year, in light of the Companys failure to
include managements report on internal control over financial reporting in the Form 10-K.
    
    As a result of an internal review after the Company filed Amendment No. 2 to Form 10-K,
the Companys management and board of directors determined that appropriate procedures were
not followed to ensure adequate internal review of Amendment No. 2 to Form 10-K before it
was filed with the SEC. In addition, that review raised questions about whether the steps
previously taken to document and test the Companys internal control over financial
reporting had been sufficient to support a conclusion that such internal control over
financial reporting was effective as of the end of 2007.
    
    The Companys Quarterly Report on Form 10-Q for the period ended June 30, 2008
erroneously included a report from management on the effectiveness of internal control over
financial reporting as of June 30, 2008, which was not required under the SECs rules.
Moreover the conclusions therein that the Companys internal control over financial
reporting was




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effective lacked an adequate basis because management had not actually conducted an
evaluation of the effectiveness of the Companys internal control over financial reporting as
of such date.
 Audit Committee Investigation
   
    
    former management of the Company, and in particular the Companys former Chief Financial
Officer, apparently misunderstood the application of the SECs rules relating to management
assessment of the effectiveness of internal control over financial reporting to registrants
that, like the Company, are neither large accelerated filers nor accelerated filers;
    
    as a consequence, the Companys former management did not complete its evaluation of the
Companys internal control over financial reporting and failed to include the required
report on the effectiveness of internal control over financial reporting in the Form 10-K;
    
    after the Company received the SEC comment letter that identified the Companys failure
to include the required management report on internal control in the Form 10-K, the
Companys former Chief Financial Officer caused Amendment No. 2 to Form 10-K to be prepared
and filed, without involving the Companys former Chief Executive Officer, the Companys
board of directors, the audit committee of the Companys board of directors or the
Companys independent registered public accounting firm in the preparation or review of
that filing;
    
    the conclusions of former management that the Companys internal control over financial
reporting was effective as of December 31, 2007, as disclosed in Amendment No. 2 to Form
10-K, lacked an adequate basis due to the failure of former management to complete the
review and testing necessary to fully evaluate the effectiveness of the Companys internal
control over financial reporting; and
    
    the statements in Amendment No. 2 to Form 10-K and in the Quarterly Reports on Form 10-Q
for the quarters ended March 31, 2008 and June 30, 2008 that management had concluded the
Companys disclosure controls and procedures were effective as of the end of the quarterly
periods covered by such reports is not supported in light of the substantive and procedural
deficiencies relating to the Form 10-K and Amendment No. 2 to Form 10-K described above.
   
    
    develop a plan for completion of managements evaluation of the Companys internal
control over financial reporting;
    
    make corrective filings amending the Form 10-K and the Quarterly Reports on Form 10-Q
for the quarters ended March 31, 2008 and June 30, 2008;
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
    
    to the extent the Company is legally required to do so in light of its recent decision
to deregister its common stock under the Exchange Act, implement procedures to remedy the
deficiencies in its disclosure controls and procedures; and
    
    to the extent such obligations remain relevant in light of the Companys decision to
deregister its common stock under the Exchange Act, institute training for the Companys
financial managers regarding the Companys reporting obligations under the Exchange Act.
   
    
    ensuring that the CEO and CFO review all documents to be filed with the SEC prior to
submitting such documents to the audit committee for its review;
    
    ensuring that the Companys independent registered public accounting firm is provided
any such documents that contain financial statements or report events that may require
financial statement disclosure;
    
    ensuring that the Companys outside counsel review such documents prior to review by the
board of directors or the audit committee, as applicable; and
    
    ensuring that the audit committee or the audit committee chair reviews any such
documents that contain financial statements or report events that may require financial
statement disclosure prior to their filing with the SEC.
 Evaluation of Effectiveness of Disclosure Controls and Procedures
  Internal Controls over Financial Reporting
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
    
    Access Control  The Company did not maintain effectively designed controls to provide
for segregation of duties or prevent unauthorized access to certain programs and data, or
to provide for periodic review and monitoring of access to ensure that user privileges are
appropriate and authorized.
    
    Information Technology Operations  The Company did not maintain effectively designed
controls to ensure the preservation and security of back-up tapes of the Companys third
party hosted financial reporting system or the Companys local area network. In addition,
the Company did not maintain controls to provide for an annual review of SAS 70 reports for
third party service providers in order to ensure that the third-party service providers
control environments are adequate and effective.
  
    
    The Companys controls did not ensure proper internal review of filings with the SEC.
Specifically, the Companys procedures were not adequate to ensure that SEC filings were
consistently reviewed and approved by senior officers, our board of directors, the audit
committee of our board of directors (or audit committee chair), outside counsel, and
independent registered public accounting firm, as appropriate.
    
    The Company lacked adequate expertise with respect to financial reporting (including but
not limited to proper application of generally accepted accounting principles and proper
application of rules related to the assessment of internal control over financial
reporting).
     
 PART II. OTHER INFORMATION
 
 Item 6. Exhibits
 Exhibits31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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SIGNATURES
  LOUD Technologies Inc.(Registrant)Dated: March 24, 2009
    
    By:
    
    /s/ RODNEY E. OLSONRodney E. OlsonChairman, President and Chief Executive
OfficerDated: March 24, 2009
    
    By:
    
    /s/ DAVID E. OLSONDavid E. OlsonChief Financial Officer, Senior Vice
President, Secretary and Treasurer
(Principal Financial and
Accounting Officer)




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EXHIBIT INDEX
 ExhibitNumber
    
    Document Description31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.