SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BAUM MARK L

(Last)

(First)

(Middle)

1302 WAUGH DR.

SUITE 618

(Street)

HOUSTON

77019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/21/2009

3. Issuer Name and Ticker or Trading Symbol
Audio Stocks, Inc. [ AUIO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
BCGU, LLC Common Shares⁽¹⁾	15,284,479⁽¹⁾	I⁽¹⁾	50% indirect owner of BCGU, LLC⁽¹⁾
TBG NV Shares	500,000	I	Administrative Manager and Member
MSP Shares	1,846,706	I	Administrative Manager of the General Partner and Limited Partner of the Limited Partnership
Leung Option⁽²⁾	2,250,617⁽²⁾	I⁽²⁾	50% Owner of the Fund Manager of Noctua Fund LP which indivisibly owns a demand option.⁽²⁾
MSP Series A Preferred Shares⁽³⁾	2,000,000⁽³⁾	I	Administrative Manager of the GP and a Limited Partner

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Mr. Baum, as administrative manager of TBLF, LLC, expressly disclaims pecuniary interest in one half of these shares.

2. Mr. Baum owns and controls an entity which is a 50% owner of the Fund Manager of Noctua Fund LP, which indivisibly owns a demand option to acquire the Leung Shares. Mr. Baum is also a limited partner in Noctua Fund LP.

3. These shares have super voting rights and are convertible on a one-to-one basis into common shares on demand of the holder. The designation of the Series A Preferred shares is exhibit 3.1.3 in the Form 10-QSB filed on November 14,2007.

Remarks:

	Mark L. Baum, Esq.	04/21/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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