NOTE 1 SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
(A) Organization and Basis of Presentation
Max Sound Corporation (the "Company")
was incorporated in Delaware on December 9, 2005, under the name 43010, Inc. The Company’s business operations are focused
primarily on developing and launching audio technology software.
Effective March 1, 2011, the Company filed
with the State of Delaware a Certificate of Amendment of Certificate of Incorporation changing our name from So Act Network, Inc.
to Max Sound Corporation.
On August 9, 2016, the Company moved a level
down from OTCQB to OTC Pink Current Information where it is within the continued standards and pricing requirements as found in
Section 2 of the OTCQB Eligibility Standards. The Company’s services may re-apply at any time after a price increase
to meet all the OTCQB Eligibility Standards to be moved back to the higher OTCQB marketplace.
It is management's opinion, however, that all
material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statement
presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.
These unaudited interim financial statements
should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form
10-K for the year ended December 31, 2018, filed with the SEC on March 29, 2019.
(B) Use of Estimates
In preparing financial statements in conformity
with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements
and revenues and expenses during the reported period. Actual results could differ from those estimates.
(C) Cash and Cash Equivalents
For purposes of the cash flow statements, the
Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be
cash equivalents. As of September 30, 2019, and December 31, 2018, the Company had no cash equivalents.
(D) Property and Equipment
Property and equipment are stated at cost,
less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is provided
using the straight-line method over the estimated useful life of three to five years.
(E) Research and Development
The Company has adopted the provisions of FASB
Accounting Standards Codification No. 350, Intangibles - Goodwill & Other (“ASC Topic 350”). Costs
incurred in the planning stage of a website are expensed as research and development while costs incurred in the development stage
are capitalized and amortized over the life of the asset, estimated to be three years. Expenses subsequent to the launch have been
expensed as website development expenses.
(F) Concentration of Credit Risk
The Company at times has had cash in banks
in excess of FDIC insurance limits. The Company had $0 in excess of FDIC insurance limits as of September 30, 2019 and December
31, 2018.
(G) Revenue Recognition
Effective January 1, 2018, the Company adopted
ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales
of products, licensing agreements and contracts by applying the following steps: (1) identify the contract with a customer; (2)
identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to
each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative
periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue
is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service
has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable;
and (4) the collectability of the fee is reasonably assured.
(H) Loss Per Share
In accordance with accounting guidance now
codified as FASB ASC Topic 260, “Earnings per Share,” Basic earnings (loss) per share (“EPS”)
is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during
the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of
shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using
the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options
or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive
potential of shares of common stock if their effect is anti-dilutive. Because of the Company’s net losses, the effects of
stock warrants and stock options would be anti-dilutive and, accordingly, is excluded from the computation of earnings per share.
The computation of basic and diluted loss per
share for the years ended September 30, 2019 and 2018, excludes the common stock equivalents of the following potentially dilutive
securities because their inclusion would be anti-dilutive:
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September 30, 2019
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September 30, 2018
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|
|
|
|
|
Stock Warrants (Exercise price - $0.25 - $.52/share)
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|
|
-
|
|
|
|
13,620,690
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|
Stock Options (Exercise price - $0.00250/share)
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95,332,500
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|
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95,332,500
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Convertible Debt (Exercise price - $0.0001 - $.000150/share)
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58,376,841,351
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|
|
|
57,808,682,949
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Series A Convertible Preferred Shares ($0.01/share)
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|
250,000,000
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|
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|
250,000,000
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|
|
|
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Total
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58,722,173,851
|
|
|
|
58,167,636,139
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|
The Company’s obligations to issue shares
upon conversion of its outstanding convertible notes, the exercise of stock options and warrants and conversion of its preferred
stock (the “Convertible Instruments”) at current market prices for its common stock exceeds by the 55,306,026,674 authorized
but unissued shares of Common Stock as of the date of this report (the “Potentially Issuable Shares”). While it is
uncertain whether the Company would receive requests to issue all of the Potentially Issuable Shares and the number of such shares
fluctuates based on the market price of the Company’s common stock, the Company may increase the number of its authorized
shares of common stock or effectuate a recapitalization, or a combination of both, in order to make available additional shares
of its Common Stock for the Potentially Issuable Shares. Such action would require shareholder approval. Until such time as the
Company has a sufficient number of shares of its Common Stock for issuance to cover the Potentially Issuable Shares, the Company
could be subject to penalties and damages to the holders of the Convertible Instruments in the event it does not deliver the Potentially
Issuable Shares upon request by a holder of the Convertible Instruments. Furthermore, the lack of available shares of common stock
may be deemed a default under one or more of the Convertible Instruments.
(I) Income Taxes
The Company accounts for income taxes under
FASB Codification Topic 740-10-25 (“ASC 740-10-25”) Income Taxes. Under ASC 740-10-25, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or
settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date.
On December 22, 2017, the 2017 Tax Cuts and
Jobs Act (the Tax Act) was enacted into law and the new legislation contains several key tax provisions that affected us, including
a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective
January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such
as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability
of our deferred tax assets and liabilities. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income
Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118), which allows us to record provisional amounts during a
measurement period not to extend beyond one year of the enactment date. Since the Tax Act was passed late in the fourth quarter
of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, we consider the accounting of
the transition tax, deferred tax remeasurements, and other items to be incomplete due to the forthcoming guidance and our ongoing
analysis of final year-end data and tax positions. We expect to complete our analysis within the measurement period in accordance
with SAB 118.
(J) Business Segments
The Company operates in one segment and therefore
segment information is not presented.
(K) Recent Accounting Pronouncements
In February 2016, the FASB issued ASU No. 2016-02,
Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities
on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a
lease, with some specified scope exemptions. The guidance in this Update supersedes Topic 840, Leases. The core principle of Topic
842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement
of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right
to use the underlying asset for the lease term. For public companies, the amendments in this Update are effective for fiscal years
beginning after December 15, 2018, including interim periods within those fiscal years. We adopted the new standard effective January
1, 2019. The adoption of this guidance did not have a material impact on our financial statements.
All other newly issued accounting pronouncements
but not yet effective have been deemed either immaterial or not applicable
(L) Fair Value of Financial Instruments
The carrying amounts on the Company’s
financial instruments including accounts payable, derivative liability, convertible note payable, and note payable, approximate
fair value due to the relatively short period to maturity for these instruments.
We adopted accounting guidance for financial
and non-financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial
position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures.
This standard does not require any new fair
value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This
guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as
the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost
approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description
of those three levels:
Level 1: Observable
inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs
other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or
liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable
inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect
those that a market participant would use.
The following are the major categories of liabilities
measured at fair value on a recurring basis: as of September 30, 2019 and December 31, 2018, using quoted prices in active markets
for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level
3):
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September 30, 2019
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December 31, 2018
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Fair Value Measurement Using
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Fair Value Measurement Using
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Level 1
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Level 2
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Level 3
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Total
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Level 1
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Level 2
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Level 3
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Total
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Derivative Liabilities
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—
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|
|
7,278,108
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|
|
—
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7,278,108
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|
|
—
|
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13,849,591
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—
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13,849,591
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(M) Stock-Based Compensation
In December 2004, the FASB issued FASB Accounting
Standards Codification No. 718, Compensation - Stock Compensation. Under FASB Accounting Standards Codification No. 718, companies
are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and
recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based
compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and
employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation
amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively.
Equity instruments (“instruments”)
issued to other than employees are recorded based on the fair value of the instruments, as required by FASB Accounting Standards
Codification No. 718. FASB Accounting Standards Codification No. 505, Equity Based Payments to Non-Employees defines the measurement
date and recognition period for such instruments. In general, the measurement date is when either a (a) performance commitment,
as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The
measured value related to the instruments is recognized over a period based on the facts and circumstances of each grant as defined
in the FASB Accounting Standards Codification.
(N) Reclassification
Certain amounts from prior periods have been
reclassified to conform to the current period presentation. These reclassifications had no impact on the Company's net loss or
cash flows.
(O) Derivative Financial Instruments
Fair value accounting requires bifurcation
of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their
fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing
model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional
convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered
conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.
Once determined, derivative liabilities are
adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in
results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments
such as warrants, are also valued using the Black-Scholes option-pricing model.
(P) Original Issue Discount
For certain convertible debt issued, the Company
provides the debt holder with an original issue discount. The original issue discount is recorded to debt discount, reducing the
face amount of the note and is amortized to interest expense over the life of the debt.
(Q) Debt Issue Costs and Debt Discount
The Company may pay debt issue costs, and record
debt discounts in connection with raising funds through the issuance of convertible debt. These costs are amortized to interest
expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts
is immediately expensed.
NOTE 2 GOING
CONCERN
As reflected in the accompanying condensed
unaudited financial statements, the Company has an accumulated deficit of $88,445,860, stockholders’ deficit of $18,126,384
and working capital deficit of $18,126,384. These matters raise substantial doubt about the Company’s ability to continue
as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise
additional capital and implement its business plan.
As the Company continues to incur losses, transition
to profitability is dependent upon the successful commercialization of its products and achieving a level of revenues adequate
to support the Company’s cost structure.
The Company may never achieve profitability,
and unless and until it does, the Company will continue to need to raise additional cash. Management intends to fund future operations
through additional private or public debt or equity offerings. Based on the Company’s operating plan, existing working capital
at December 31, 2018 was not sufficient to meet the cash requirements to fund planned operations through December 31, 2019 without
additional sources of cash. The Company continues to explore various financing alternatives, including debt and equity financings
and strategic partnerships, as well as trying to generate revenue. However, at this time, the Company has no commitments to obtain
any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all. If the Company
is unable to obtain additional funding and improve its operations, the Company’s financial condition and results of operations
may be materially adversely affected, and the Company may not be able to continue operations. This raises substantial doubt about
the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern and do not include adjustments that might result from the outcome of
this uncertainty.
NOTE 3 DEBT
AND ACCOUNTS PAYABLE
Debt consists of the following:
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As of September 30, 2019
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As of December 31, 2018
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Line of credit– related party
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$
|
381,546
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$
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306,575
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Accrued interest – related party
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589,079
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233,484
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Accrued expenses – related party
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548,945
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170,945
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Convertible debt
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$
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6,160,429
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6,160,429
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Less: debt discount
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-
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(169,377
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)
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Less: debt issue costs
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-
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(3,525
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)
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Convertible debt - net
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6,160,429
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5,987,527
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Total current debt
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7,679,999
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$
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6,698,531
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(A) Line of credit – related party
Line of credit with the principal stockholder
consisted of the following activity and terms:
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Principal
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Interest Rate
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Balance - December 31, 2018
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$
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310,290
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Borrowings during the nine months ended September 30, 2019
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78,192
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Interest accrual
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10,943
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Repayments
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(3,220)
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Balance – September 30, 2019
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$
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396,205
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Accounts payable consists of the following:
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As of September 30, 2019
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As of December 31, 2018
|
|
|
|
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Accounts Payable
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$
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723,377
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|
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$
|
675,295
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Total accounts payable
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$
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723,377
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$
|
675,295
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(B) Convertible Debt
During the nine months ended September 30,
2019 and year ending December 31, 2018, the Company issued convertible notes totaling $0, less the original issue discount and
debt issue costs of $0, for net proceeds of $0 and $827,200, respectively.
The convertible notes issued for nine months ended September 30, 2019 and year ended December 31, 2018, consist of the following
terms:
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Nine months ended September 30, 2019 Amount of Principal Raised
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Year ended December 31, 2018 Amount of Principal Raised
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Interest Rate
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0% - 12%
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0% - 12%
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Default interest rate
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14% - 22%
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14% - 22%
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Maturity
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November 4, 2015 –May 22, 2019
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November 4, 2015 –December 7, 2018
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Conversion terms 1
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65% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period prior to the conversion.
|
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|
3,691,578
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|
|
|
3,691,578
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|
Conversion terms 2
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|
65% of the “Market Price”, which is the one lowest trading prices for the common stock during the ten (10) trading day period prior to the conversion.
|
|
|
1,131,560
|
|
|
|
1,131,560
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|
Conversion terms 3
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|
70% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the fifteen (15) trading day period prior to the conversion.
|
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|
paid on conversion
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|
|
paid on conversion
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Conversion terms 4
|
|
75% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period prior to the conversion.
|
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|
765,000
|
|
|
|
765,000
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|
Conversion terms 5
|
|
60% of the “Market Price”, which is the lowest trading prices for the common stock during the fifteen (15) trading day period prior to the conversion.
|
|
|
paid on conversion
|
|
|
|
paid on conversion
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Conversion terms 6
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|
Conversion at $0.10 per share
|
|
|
Paid on conversion
|
|
|
|
Paid on conversion
|
|
Conversion terms 7
|
|
60% of the “Market Price”, which is the lowest trading prices for the common stock during the ten (10) trading day period prior to the conversion.
|
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|
50,000
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|
|
|
50,000
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|
Conversion terms 8
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65% of the “Market Price”, which is the two lowest trading prices for the common stock during the ten (10) trading day period prior to the conversion.
|
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|
265,050
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|
|
|
265,050
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|
Conversion terms 9
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|
65% of the “Market Price”, which is the two lowest trading prices for the common stock during the fifteen (15) trading day period prior to the conversion.
|
|
|
204,579
|
|
|
|
204,579
|
|
Conversion terms 10
|
|
65% of the “Market Price”, which is the one lowest trading prices for the common stock during the fifteen (15) trading day period prior to the conversion.
|
|
|
paid on conversion
|
|
|
|
paid on conversion
|
|
Conversion terms 11
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|
60% of the “Market Price”, which is the two lowest trading prices for the common stock during the twelve (12) trading day period prior to the conversion.
|
|
|
paid on conversion
|
|
|
|
paid on conversion
|
|
Conversion terms 12
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61% of the “Market Price”, which is the average of the three lowest trading prices for the common stock during the ten (10) trading day period prior to the conversion.
|
|
|
52,662
|
|
|
|
52,662
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Debt
|
|
|
|
|
6,160,429
|
|
|
|
6,160,429
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|
Less: Debt Discount
|
|
|
|
|
|
|
|
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(169,377
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)
|
Less: Debt Issue Costs
|
|
|
|
|
|
|
|
|
(3,525
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)
|
Convertible Debt - net
|
|
|
|
|
6,160,429
|
|
|
|
5,987,527
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|
The debt holders are entitled, at their option,
to convert all or part of the principal and accrued interest into shares of the Company’s common stock at conversion prices
and terms discussed above. The Company classifies embedded conversion features in these notes and warrants as a derivative
liability due to management’s assessment that the Company may not have sufficient authorized number of shares of common stock
required to net-share settle or due to the existence of a ratchet due to an anti-dilution provision. See Note 4 regarding accounting
for derivative liabilities.
During the year ended December 31, 2018, the
Company converted debt and accrued interest, totaling $878,214 into 4,289,679,230 shares of common stock.
Convertible debt consisted of the following
activity and terms:
Convertible Debt Balance as of December 31, 2018
|
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|
6,160,429
|
|
|
|
4% - 12%
|
|
|
|
|
|
Borrowings
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Conversions
|
|
|
-
|
|
|
|
|
|
|
|
|
|
Convertible Debt Balance as of September 30, 2019
|
|
|
6,160,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
(B) Debt Issue Costs
During the year ended December 31, 2018, the
Company paid debt issue costs totaling $20,500
The following is a summary of the Company’s
debt issue costs:
|
|
Nine months ended September 30, 2019
|
|
Year Ended December 31, 2018
|
|
|
|
|
|
Debt issue costs
|
|
$
|
362,423
|
|
|
|
362,423
|
|
Accumulated amortization of debt issue costs
|
|
|
(362,423
|
)
|
|
|
(358,898
|
)
|
|
|
|
|
|
|
|
|
|
Debt issue costs – net
|
|
$
|
-
|
|
|
|
3,525
|
|
During the nine months ended September 30,
2019 and 2018 the Company amortized $3,525 and $40,214 of debt issue costs, respectively.
(C) Debt Discount & Original Issue Discount
During the nine months ended September 30,
2019 and year ended December 31, 2018, the Company recorded debt discounts totaling $0 and $813,386, respectively.
The debt discount and the original issue discount
recorded in 2019 and 2018 pertains to convertible debt that contains embedded conversion options that are required to be bifurcated
and reported at fair value and original issue discounts.
The Company amortized $169,379 and $1,118,479
during the nine months ended September 30, 2019 and 2018, respectively, to amortization of debt discount expense.
|
|
Nine months ended September 30, 2019
|
|
Year Ended December 31, 2018
|
|
|
|
|
|
Debt discount
|
|
$
|
13,221,839
|
|
|
|
13,221,839
|
|
Accumulated amortization of debt discount
|
|
|
(13,221,839
|
)
|
|
|
(13,052,462
|
)
|
|
|
|
|
|
|
|
|
|
Debt discount - Net
|
|
$
|
-
|
|
|
|
169,377
|
|
|
|
|
|
|
|
|
|
|
(D) Line of Credit – Related Party
During the nine months ended September 30,
2019, the principal stockholder has advanced $78,191 and accrued $10,943 in interest and was repaid $3,220. During the year ended
December 31, 2018, the principal stockholder has advanced $557,299 accrued $3,792 in interest and was repaid $284,957 under the
terms of the line of credit. The line of credit balance and accrued interest as of September 30, 2019 is $381,546.
NOTE 4 DERIVATIVE
LIABILITIES
The Company identified conversion features
embedded within convertible debt issued in 2018 and 2017. The Company has determined that the features associated with the embedded
conversion option should be accounted for at fair value as a derivative liability.
As a result of the application of ASC No. 815,
the fair value of the conversion feature is summarized as follow:
Derivative Liability –December 31, 2018
|
|
$
|
13,849,591
|
|
Change in fair value of embedded derivative liability for warrants issued
|
|
|
(893)
|
|
Change in fair value of embedded derivative liability for convertible instruments
|
|
|
(6,570,590)
|
|
Derivative Liability –September 30, 2019
|
|
$
|
7,278,108
|
|
|
|
|
|
|
The Company recorded the debt discount to the
extent of the gross proceeds raised and expensed immediately the remaining value of the derivative as it exceeded the gross proceeds
of the note. The Company recorded a derivative expense for nine months ended September 30, 2019 and 2018 of $0 and $375,302 respectively.
The fair value at the commitment and remeasurement
dates for the Company’s derivative liabilities were based upon the following management assumptions as of September 30, 2019:
|
|
|
Commitment Date
|
|
|
|
Remeasurement Date
|
|
|
|
|
|
|
|
|
|
|
Expected dividends:
|
|
|
—
|
|
|
|
—
|
|
Expected volatility:
|
|
|
-
|
|
|
|
423.74%-513.22%
|
|
Expected term:
|
|
|
-
|
|
|
|
0.01–1.00 Years
|
|
Risk free interest rate:
|
|
|
-
|
|
|
|
1.75% - 1.94%
|
|
The fair value at the commitment and remeasurement
dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, 2018:
|
|
|
Commitment Date
|
|
|
|
Remeasurement Date
|
|
|
|
|
|
|
|
|
|
|
Expected dividends:
|
|
|
—
|
|
|
|
—
|
|
Expected volatility:
|
|
|
133% - 262%
|
|
|
|
296.54%-579.57%
|
|
Expected term:
|
|
|
0.08 - 3 Years
|
|
|
|
0.11–1.01 Years
|
|
Risk free interest rate:
|
|
|
0.06% - 2.31%
|
|
|
|
2.23% - 2.63%
|
|
NOTE 5 PROPERTY
AND EQUIPMENT
At September 30, 2019 and December 31, 2018,
respectively, property and equipment are as follows:
|
|
September 30, 2019
|
|
December 31, 2018
|
|
|
|
|
|
Website Development
|
|
$
|
-
|
|
|
$
|
294,795
|
|
Furniture and Equipment
|
|
|
-
|
|
|
|
143,071
|
|
Leasehold Improvements
|
|
|
-
|
|
|
|
6,708
|
|
Software
|
|
|
-
|
|
|
|
54,598
|
|
Music Equipment
|
|
|
-
|
|
|
|
2,578
|
|
Office Equipment
|
|
|
-
|
|
|
|
80,710
|
|
Domain Name
|
|
|
-
|
|
|
|
1,500
|
|
Sign
|
|
|
-
|
|
|
|
628
|
|
Total
|
|
|
-
|
|
|
|
584,588
|
|
Less: impairment of assets
|
|
|
-
|
|
|
|
(28,211)
|
|
Less: accumulated depreciation and amortization
|
|
|
-
|
|
|
|
(556,377
|
)
|
Property and Equipment, Net
|
|
$
|
-
|
|
|
$
|
-
|
|
Depreciation expense for the nine months ended
September 30, 2019 and 2018 totaled $0 and $12,233, respectively.
During the year ended December 31, 2018, the
Company recorded an asset impairment of $28,211 consisting of office furniture and equipment. The assets are fully impaired, and
the remaining carrying value is $0 for the year ended December 31, 2018.
NOTE 6 STOCKHOLDERS’
DEFICIT
On February 1, 2018, the Company with the consent
of the Majority Shareholder and Unanimous Written Consent of the Board of Directors filed with the Securities and Exchange Commission
a Schedule 14C and with the State of Delaware an Amended Certificate of Incorporation increasing the authorized shares of common
stock by 5,750,000,000 shares of common stock from 4,250,000,000 shares of common stock to 10,000,000,000 shares of common stock.
During the nine months ended September 30,
2019, the Company issued the following common stock:
Transaction Type
|
|
Quantity
|
|
Valuation
|
|
Range of Value per share
|
|
|
|
|
|
|
|
Services - rendered
|
|
|
10,000,000
|
|
|
|
12,000
|
|
|
$
|
0.0002
|
|
Total shares issued
|
|
|
10,000,000
|
|
|
$
|
12,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the year ended December 31, 2018, the
Company issued the following common stock:
Transaction Type
|
|
Quantity
|
|
Valuation
|
|
Range of Value per share
|
|
|
|
|
|
|
|
Conversion of convertible debt and accrued interest
|
|
|
4,373,012,563
|
|
|
$
|
878,214
|
|
|
|
$0.0006 to- $0.00065
|
|
Services - rendered
|
|
|
32,678,571
|
|
|
|
46,200
|
|
|
$
|
0.0026
|
|
Shares issued in exchange for warrant forgiveness
|
|
|
9,200,000
|
|
|
|
2,760
|
|
|
$
|
0.0003
|
|
Total shares issued
|
|
|
4,414,891,134
|
|
|
$
|
927,474
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company maintains on its books and within
the above financials, debt to Venture Champion Asia Limited and ICG USA LLC or its designee(s) which is currently in default and
has not been converted due to ICG’s settled administrative proceeding with the SEC, where the Company awaits any rightful
exemption or regulatory no-action that would render any forward moving action compliant by all the parties.
The
Company announced that it entered into an Agreement with Vedanti Systems Limited and Vedanti Licensing Limited (VLL) that
resolves their dispute over the international Optimized Data Transmission (ODT) patent portfolio previously owned by
Vedanti. The Agreement further provides that VLL and the Company will become co-owners of the pioneering
portfolio. In consideration of the patent portfolio purchase, the Company issued 80,000,000 shares of its common stock
to VLL. This patent portfolio consists of patents in the following countries: The United States, Australia, Austria,
Cyprus, Denmark, Spain, Finland, France, Ireland, Italy, Luxembourg, Monaco, Portugal, Sweden, Turkey, Belgium, Switzerland/
Liechtenstein, United Kingdom, Greece, Netherlands and Germany. The Company continues to pursue its litigations against
Google.
Return of Shares and Issuance of Preferred
shares
On October 2, 2017, the Company, in exchange
for Greg Halpern's consideration issuing the Company a line of credit of $100,000 on July 6, 2017 and another line of credit of
$200,000 on October 2, 2017 and for Mr. Halpern's forgiveness of $960,000 of interest owed to Mr. Halpern for his Preferred Shares
accrued dividend rate of 8% per annum of his already owned 5 million Series A Convertible Preferred Shares, the Board deemed it
proper to grant Mr. Halpern an additional 800,000,000 shares of the Company's common stock, which at Mr. Halpern's election he
may convert into 5,000,000 additional Series A Convertible Preferred Shares with the same voting rights and percentages as his
previously granted and owned 5,000,000 Series A Convertible Preferred Shares.
On November 8, 2017, the Company, at Greg Halpern's
election, converted 800,000,000 shares of Common Stock into 5,000,000 Series A Convertible Preferred Shares representing 33.4%
of the Company’s voting rights and control adding to Halpern’s existing 33.4% holdings, equaling 66.8% of the Company’s
total voting rights and control.
On March 4, 2015 the Company filed a form 8K
with the SEC associated with the Company entering into a Securities Exchange Agreement and the Company filing with the Secretary
of State Delaware a Certificate of Designations, Preferences and Rights whereby, among other things, the Company for good and valuable
consideration, agreed that in consideration of a large shareholder exchanging 120,000,000 shares of common stock back to the Company,
the shareholder would receive 5,000,000 shares of Series A Convertible Preferred Stock of the Company at a Stated Value of $0.96
per share and a Conversion Price of $0.04 per share. These 5,000,000 Series A Convertible Preferred Shares represent 33.4% of the
Company’s voting rights and control and accrue dividends at a rate of 8% per annum Stated Value, payable in cash or in kind
at the election of the Board of Directors. For the nine months ended September 30, 2019 and 2018, respectively, the Company has
not declared dividends.
(B) Stock Warrants
The following tables summarize all warrant
grants as of September 30, 2019, and the related changes during these periods are presented below:
|
|
Number of Warrants
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life (in Years)
|
|
Balance, December 31, 2018
|
|
|
|
11,620,690
|
|
|
$
|
0.01
|
|
|
|
1.2
|
|
|
Granted
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Cancelled/Forfeited
|
|
|
|
(11,620,690
|
)
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2019
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
On May 7, 2018, the Company issued 9,200,000
shares of Company’s common stock to consultant in exchange for forgiveness of Warrant Agreement with the Company with a fair
value of $2,760 ($0.0003/Share).
A summary of all outstanding
and exercisable warrants as of December 31, 2018 is as follows:
|
|
|
|
|
|
Weighted Average
|
|
Aggregate Intrinsic
|
Exercise
|
|
Warrants
|
|
Warrants
|
|
Remaining
|
|
Value
|
Price
|
|
Outstanding
|
|
Exercisable
|
|
Contractual Life
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.01
|
|
|
|
2,000,000
|
|
|
|
2,000,000
|
|
|
|
0.16
|
|
|
$
|
—
|
|
$
|
0.005
|
|
|
|
1,000,000
|
|
|
|
1,000,000
|
|
|
|
0.40
|
|
|
$
|
—
|
|
$
|
0.0029
|
|
|
|
8,620,690
|
|
|
|
8,620,690
|
|
|
|
0.25
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,620,690
|
|
|
|
11,620,690
|
|
|
|
0.25
|
|
|
$
|
—
|
|
(C) Stock Options
The following tables summarize all option grants
as of December 31, 2018, and the related changes during these periods are presented below:
|
|
Number of Options
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life
(in Years)
|
Outstanding – December 31, 2018
|
|
|
95,332,500
|
|
|
|
|
|
|
$
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
—
|
|
|
|
|
|
|
$
|
—
|
|
|
|
—
|
|
Forfeited or Canceled
|
|
|
-
|
|
|
|
|
|
|
$
|
—
|
|
|
|
—
|
|
Outstanding – September 30, 2019
|
|
|
95,332,500
|
|
|
|
$
|
|
|
|
0.0025-
|
|
|
|
0.75-
|
|
Exercisable – September 30, 2019
|
|
|
95,332,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 7 LITIGATION
The
Company partnered with VSL to file a trade secret and parent infringement suit against Google, Inc. and its subsidiaries YouTube,
LLC, and On2 Technologies, Inc., relating to proprietary and patented technology owned by Vedanti Systems Limited (“Vedanti”),
a subsidiary of VSL.
On
January 18, 2017 the Company received a notice from the Federal Circuit Court of Appeals that affirmed the order of the District
Court dismissing MAXD's patent infringement lawsuit against Google for lack of standing. The Court did not issue a written decision
explaining its reasoning or that the Company's arguments were not correct; however, the Company believes that their decision was
predicated on the fact that as now co-owners of the patents with Vedanti, the Company can simply re-file together against Google.
The Court also issued an order denying Google's motion arguing that the Company's appeal should be dismissed as moot. On
September 25, 2017, the Court issued an order that the Company should reimburse defendants for its attorneys’ fees in the
amount of $820,321.41.
The
Company believes that the Order for fees is without merit and has appealed. For the years ended December 31, 2018 and 2017,
respectively, the Company recorded judgment payable on the balance sheet for $819,626, respectively. The
Company was informed by counsel that the Order for fees was without merit and appealed but was told at the hearing that Google
would lose the appeal if the Company had not committed Waiver.
After an excessively
long delay by the Federal Appeals Court to hear the case so it could be combined with another case (Vedanti Licensing Limited
vs Google) using the same Tribunal with the sole intention to harm the Company, and continue to allow Google to steal and destroy
the ODT Patent while profiting from it as a key component of its business, the Appeal was finally heard and the Company lost with
no reasonable explanation with the corrupt Tribunal simply rubber stamping both cases Affirmed See Fed Rule 36, which means “we
won’t even look at the facts because then we would have no choice but to reverse the case.” The Company believes it
will easily be able to have the judgment waived in the future as part of a successful settlement or licensing agreement with Google
related to other suits against Google.
In
November 2016, the Company entered into an agreement with Vedanti Licensing Limited ("VLL") and Vedanti Systems Limited
("Vedanti") under (the "VLL/Max Sound Agreement") granting the Company co-ownership of U.S. Patent No. 7,974,339
(the "`339 Patent") along with the other patents owned by Vedanti Systems Limited. Thus, the Company is now a co-owner
with VLL of the `339 Patent portfolio, pursuant to the VLL/Max Sound Agreement, the Company and VLL have been exploring the viability
of filing a new lawsuit against Google and others for infringement as co-owners of the remaining valid claims in the Patent.
On
December 5, 2014, the Company, along with renowned architect Eli Attia, filed a lawsuit in the Superior Court of California, County
of Santa Clara, against Google, its co-founders Sergey Brin and Larry Page, Google’s spinoff company Flux Factory, and senior
executives of Flux.
On
October 4, 2017, the Court granted Mr. Attia leave to amend the complaint to add causes of action against defendants for civil
violations of the Federal Racketeer Influenced and Corrupt Organizations Act (commonly known as RICO).
On
October 23, 2017, the Defendants exercised their right to move the lawsuit from Santa Clara County Superior Court to the Federal
District Court in the Northern District of California, San Jose Division. The Trade Secret Theft and Misappropriation case was
remanded to the Santa Clara County Superior Court on March 19, 2019, which based on the historical record, the Company believes
will provide the most non-biased opportunity for Attia to finally receive justice in the matter. A Jury Trial has been set for
September 8, 2020, a historical precedent as Google has nearly a thousand lawyers and small plaintiffs rarely reach this stage
in any action against them. It is especially encouraging at a time when public opinion of Google has been declining and the Company
is confident that the truth is only on the side of the Plaintiff. Currently, the Company has been assisting with research and
information gathering services in the matter, and while it is not a party to the case, it holds the exclusive rights to negotiate
a licensing and/or settlement agreement with the Defendants on the Plaintiff’s behalf. In 2011, when Google’s annual
sales were reported at $39.7 Billion dollars, Larry Page and Sergy Brin its founders approved an Executive Summary that stated
that Mr. Attia’s technology was worth $120 Billion dollars annually to Google.
The
RICO case has been appealed and is being argued and spearheaded by John E. Floyd, the leading authority on RICO in all fifty states.
Mr. Floyd’s illustrious career has made him the go-to attorney for most district and states attorneys seeking to file RICO
cases. Mr. Floyd is the protégé of G. Robert Blakey, the creator of the original RICO statute and the co-author
of the Company’s initial RICO suit against Google and the founders, Larry Page and Sergey Brin as well as Google X CEO Astro
Teller, Sebastian Thrun, and Flux Factory with its falsely claimed co-inventors Nicholas Chim, Jennifer Carlile, Michelle Kaufmann,
Augusto Roman and Astro Teller.
In
the appealed RICO opening brief, Mr. Floyd makes the following points as part of his argument highlighted with **:
*The
district court erred in finding that “Plaintiffs’ continued use theory fails as a matter of law.” Plaintiffs
have statutory standing to assert their DTSA (Defend Trade Secrets Act) claim based on Google and Flux’s unauthorized use
of Plaintiffs’ trade secret information after May 11, 2016, notwithstanding Google’s wrongful publication of Plaintiffs’
trade secrets in 2012.
*Plaintiffs
have statutory standing to assert their RICO claims based on those allegations, notwithstanding Google’s publication of
Plaintiffs’ trade secrets in 2012.
*Defendants
Are Estopped From Invoking Google’s Wrongful Publication of Plaintiffs’ Trade Secrets as a Defense to Plaintiffs’
DTSA and RICO Claims.
*The
district court misapplied the law in each of its rulings. The court’s statutory standing finding was premised on an unduly
restrictive reading of the DTSA and 18 U.S.C. § 1832 that actually protects—indeed, rewards—the most egregious
trade secret misappropriators—those who, like Google, steal and then extinguish trade secrets altogether by wrongfully publishing
them. Neither the DTSA nor § 1832, however, can be construed in such a self-defeating manner. And in any event, Google and
Flux are equitably estopped from invoking Google’s wrongful publication of Plaintiffs’ trade secrets to evade liability
under either the DTSA or RICO.
*The
Predicate Acts Alleged in the Fifth Amended Complaint Are Sufficiently Related. Most critically, during each of these predicate
offenses, all of the individual Defendants knew that the information being possessed and communicated was derived from Plaintiffs’
trade secrets, as explained above. Thus, the Fifth Amended Complaint offers enough facts to at least plausibly suggest that the
individual Defendants knowingly participated in all of those predicate offenses. As a result, Plaintiffs sufficiently alleged
a RICO conspiracy claim against all of the Defendants.
On
June 1, 2016, the Company was named as a defendant in an action filed in the Superior Court of the State of California, County
of Los Angeles – Central District, captioned Adli Law Group, PC v. Max Sound Corporation (Case No. BC621886). Plaintiff
alleges two causes of action for Breach of Contract and a cause of action for Common Counts, all arising out of the Company’s
alleged failure to pay for Plaintiff’s legal services. Even though the Company was never served with the Complaint, default
was entered against the Company. The Default has been set aside and the Company has responded to the Complaint
with an Answer and Cross-Complaint for Breach of Contract, Professional Negligence, Breach of Fiduciary Duty, Conversion, and
Fraud, due to the fact, that among other things, Adli Law reassigned the Company's primary patent to itself. The
parties had begun the discovery phase of the litigation and the Judge had set a status hearing for January 19, 2018. On June
1, 2018, Adli filed a motion for summary judgment on numerous issues.
One
issue raised by Adli (at the very end of their motion and in only a single paragraph) was that Max Sound was a forfeited corporation
and thus, “is foreclosed from prosecuting any action in California courts.” Adli did not raise this issue before filing
its papers. Max Sound’s counsel, SML Avvocati, P.C. had since learned that the California Franchise Tax Board contended
that Max Sound owed back taxes, hence the forfeiture. Max Sound hired a CPA tax specialist to assist with paying its outstanding
taxes which the state finally agreed were approximately $8,000 instead of the $340,000 the state had arbitrarily wrongly calculated
and the Company sought to obtain a revivor to cure its forfeited status and thus be able to regain its ability to both defend
itself in this action and prosecute its counterclaims.
However,
despite working diligently with the hope of resolving this issue before the summary judgment motion hearing set for September
6, 2018, Max Sound had not resolved its issues with the state of California and had not yet obtained a revivor. As a result of
this issue and glaring mistakes by the Company’s Counsel SML Avvocati, Max Sound had to respectfully request that the court
grant a stay in the proceedings until Max Sound was able to obtain a revivor or, in the alternative, a continuance of all proceedings.
A stay or continuance was necessary because Max Sound’s counsel would not be able to respond to the pending summary judgment
motion (or any other substantive proceeding), and Max Sound would be unable to defend itself against this action or prosecute
its cross-complaint until Max Sound’s forfeited status was cured. The court provided a summary default judgment in favor
of Adli one day before Max Sound obtained a revivor.
In
response, the Company hired Klapach & Klapach, P.C. who filed an application for an extension to file an opening brief. The
extension was granted, and the opening brief was filed April 26, 2019. Adli responded with a Respondent Brief, Appendix and Motion
to Augment. Max Sound’s counsel filed a reply brief.
In
the conclusion of the brief, Max Sound’s counsel Mr. Klapach stated:
“The
trial court committed error in granting summary judgment in the Adli Firm’s favor. Based on the Adli Firm’s own evidence,
there were triable issues of fact regarding the Adli Firm’s claims for unpaid fees. With respect to the Steele Litigation,
nearly all of the unpaid invoices that the Adli Firm sought to recover were for legal services that were separately billed to
Mr. Trammell for Mr. Trammell, Mr. Wolff, and Audio Genesis’s defense. The record also reflects that Dr. Adli orally agreed
to look solely to Mr. Trammell and Mr. Wolff for payment of the Adli Firm’s fees. With respect to the patent prosecution
representation, triable issues of fact existed as to whether the Adli Firm’s admitted error in identifying itself –
instead of Max Sound – as the assignee of the MAXD patent was a material breach that excused Max Sound’s performance
and/or entitled Max Sound to set off. With respect to the Cross-Complaint, the trial court erred in concluding that Max Sound
lacked the capacity to sue when Max Sound had presented the court with a Certificate of Revivor prior to the summary judgment
hearing. The trial court also erred in refusing to grant Max Sound a short continuance so that it could pay its outstanding taxes
and obtain a Certificate of Revivor.
For
these reasons, this Court should reverse the trial court’s judgment in favor of the Adli Firm and remand this case for further
proceedings.”
No
assurance can be given as to the ultimate outcome of these actions or their effect on the Company however the Company
is confident it will receive a reversal in of the Summary Judgment and ultimately succeed in its cross complaint against the Adli
Firm.
NOTE 8 SUBSEQUENT
EVENT
Subsequent to
September 30, 2019, officer paid $2,000 in expenses on Company’s behalf as an advance under the terms of the line
of credit.
ITEM 2. Management's
Discussion and Analysis of Financial Condition and Results of Operations
The following plan of operation provides information
which management believes is relevant to an assessment and understanding of our results of operations and financial condition.
The discussion should be read along with our financial statements and notes thereto. This section includes several forward-looking
statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are
often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which,
by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking
statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
Overview
Max Sound Corporation (“we,” “us,”
“our,” or the “Company”) were incorporated in the State of Delaware as of December 9, 2005 as 43010, Inc.
to engage in any lawful corporate undertaking, including, but not limited to, locating and negotiating with a business entity for
combination in the form of a merger, stock-for-stock exchange or stock-for-assets exchange. On October 7, 2008, pursuant to
the terms of a stock purchase agreement, Mr. Greg Halpern purchased a total of 100,000 shares of our common stock from Michael
Raleigh for an aggregate of $30,000 in cash. The total of 100,000 shares represents 100% of our issued and outstanding common stock
at the time of the transfer. As a result, Mr. Halpern became our sole shareholder. As part of the acquisition, and pursuant to
the Stock Purchase Agreement, Michael Raleigh, our then President, CEO, CFO, and Chairman resigned from all the positions he held
in the company, and Mr. Halpern was appointed as our President, CEO CFO and Chairman. The current business model was developed
by Mr. Halpern in September of 2008 and began when he joined the company on October 7, 2008. In October 2008, we became a development
stage company focused on creating an Internet search engine and networking web site.
In May of 2010, we acquired the world-wide
rights to all fields of use for Max Sound HD Audio Technology. In November of 2010, we opened our post-production facility
for Max Sound HD Audio in Santa Monica California. In February of 2012, after several successful demonstrations to multi-media
industry company executives, we decided to shift the focus of the Company to the marketing of the Max Sound HD Audio Technology
and commenced the name change from So Act Network, Inc. to Max Sound Corporation and the symbol from SOAN to MAXD.
On November 29, 2016, MAXD entered into an
agreement with Vedanti Systems Limited and Vedanti Licensing Limited (VLL) that resolves their dispute over the international Optimized
Data Transmission (ODT) patent portfolio previously owned by Vedanti. The agreement further provides that VLL and MAXD will become
co-owners of the pioneering portfolio. This patent portfolio consists of patents in the following countries: The United States,
Australia, Austria, Cyprus, Denmark, Spain, Finland, France, Ireland, Italy, Luxembourg, Monaco, Portugal, Sweden, Turkey, Belgium,
Switzerland/ Liechtenstein, United Kingdom, Greece, Netherlands and Germany. The Company continues to pursue its litigations against
Google.
The Company has entered into agreements with
a few technology companies to use our HD Audio solution and is in negotiations with several other multi-media companies that we
believe will utilize our HD Audio solution in the future.
Videos and news relating to the Company is
available on the company website at www.maxd.audio. The MAX-D Technology Highlights Video summarizes the HD Audio™ process
and shows the need for high definition (HD) Audio in several key vertical markets. The video explains MAX-D as what we believe
to be the only dynamic HD Audio™ that is being offered to various markets.
Plan of Operation
We began our operations on October 8, 2008,
when we purchased the Form 10 Company from the previous owners. Since that date, we have conducted financings to raise
initial start-up money for the building of our internet search engine and social networking website and to start our operations. In
2011, the Company shifted the focus of its business operations from their social networking website to the marketing of the Max
Sound HD Audio Technology and in 2014 the Company began litigations against Google and others for infringement of its technologies
and associated legal rights to the various proprietary technologies.
The Company believes that Max Sound HD Audio
Technology is a game changer for several vertical markets whose demand will create revenue opportunities in 2019.
We expect our financial requirements to increase
with the additional expenses needed to market and promote the MAX-D HD Audio Technology. We plan to fund these additional
expenses through financings and through loans from our stockholders and/or officers based on existing lines of credit and we are
also considering various private funding opportunities until such time that our revenue stream is adequate to provide the necessary
funds.
Results of Operations
For the three months ended September 30,
2019 and 2018.
General and Administrative Expenses: Our general
and administrative expenses were $38,278 for the three months ended September 30, 2019 and $102,779 for the three months ended
September 30, 2018, representing a decrease of $64,501 or approximately 63%, as a result of a decrease in the general operation
of the Company.
Consulting Fees: Our consulting
fees were $6,000 for the three months ended September 30, 2019 and $149,429 for the three months ended September 30, 2018, representing
a decrease of $143,429 or approximately 96%. The Company has decreased the use of consultants to assist the Company.
Professional Fees: Our professional fees were
$4,000 for the three months ended September 30, 2019 and $131,126 for the three months ended September 30, 2018, representing a
decrease of $127,126 or approximately 97%, as a result of normal business operations.
Compensation: Our compensation expenses were
$126,000 for the three months ended September 30, 2019 and $150,000 for the three months ended September 30, 2018, representing
change of $24,000, or approximately 16%, as a result of our expensing of monthly compensation to our management and employees.
Net Loss: Our net income for the
three months ended September 30, 2019 was $9,814,295. While the operational expenses in marketing our Max Sound technology decreased
from the same period of last year, the overall amount of our net income substantially increased as a result of an increase in the
change in the fair value of embedded derivative liability associated with the convertible debt.
For the nine months ended September 30,
2019 and 2018.
General and Administrative Expenses: Our general
and administrative expenses were $112,876 for the nine months ended September 30, 2019 and $384,605 for the nine months ended September
30, 2018, representing a decrease of $271,729 or approximately 71%, as a result of a decrease in the general operation of the Company.
Consulting Fees: Our consulting
fees were $20,800 for the nine months ended September 30, 2019 and $225,782 for the nine months ended September 30, 2018, representing
a decrease of $204,982 or approximately 91%. The Company has decreased the use of consultants to assist the Company.
Professional Fees: Our professional fees were
$29,754 for the nine months ended September 30, 2019 and $131,126 for the nine months ended September 30, 2018, representing a
decrease of $101,372 or approximately 23%, as a result of normal business operations.
Website Development: Our website development
fees were $8,250 for the nine months ended September 30, 2019 and $3,000 for the nine months ended September 30, 2018, representing
an increase of $5,250 or approximately 175%, as a result of normal business operations.
Compensation: Our compensation expenses were
$378,000 for the nine months ended September 30, 2019 and $492,000 for the nine months ended September 30, 2018, representing change
of $114, 000, or approximately 23%, as a result of our expensing of monthly compensation to our management and employees.
Net Loss: Our net income for the
nine months ended September 30, 2019 was $5,161,810. While the operational expenses in marketing our Max Sound technology decreased
from the same period of last year, the overall amount of our net loss substantially decreased as a result of an increase in the
change in the fair value of embedded derivative liability associated with the convertible debt.
Liquidity and Capital Resources
Revenues for the nine months ended September
30, 2019 and 2018, were $0 and $0, respectively. We have an accumulated deficit of $88,445,860 for the period from December 9,
2005 (inception) to September 30, 2019, and have negative cash flow from operations of $75,419 for the nine months ended September
30, 2019.
Our financial statements have been presented
on the basis that it is a going concern, which contemplates the realization of revenues from our subscriber base and the satisfaction
of liabilities in the normal course of business. We have incurred losses from inception. These factors raise substantial doubt
about our ability to continue as a going concern.
From our inception through September 30, 2019,
our primary source of funds has been the proceeds of private offerings of our common stock, private financing, and loans from stockholders. Our
need to obtain capital from outside investors is expected to continue until we can achieve profitable operations, if ever. There
is no assurance that management will be successful in fulfilling all or any elements of its plans.
Below is a summary of our capital-raising activities
for the nine months ended September 30, 2019:
|
|
|
|
Nine months ended September 30, 2019 Amount of Principal Raised
|
|
Year ended December 31, 2018 Amount of Principal Raised
|
Interest Rate
|
|
|
|
|
0% - 12%
|
|
|
|
0% - 12%
|
|
Default interest rate
|
|
|
|
|
14% - 22%
|
|
|
|
14% - 22%
|
|
Maturity
|
|
|
|
|
November 4, 2015 –May 22, 2019
|
|
|
|
November 4, 2015 –December 7, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion terms 1
|
|
65% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period prior to the conversion.
|
|
|
3,691,578
|
|
|
|
3,691,578
|
|
Conversion terms 2
|
|
65% of the “Market Price”, which is the one lowest trading prices for the common stock during the ten (10) trading day period prior to the conversion.
|
|
|
1,131,560
|
|
|
|
1,131,560
|
|
Conversion terms 3
|
|
70% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the fifteen (15) trading day period prior to the conversion.
|
|
|
paid on conversion
|
|
|
|
paid on conversion
|
|
Conversion terms 4
|
|
75% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period prior to the conversion.
|
|
|
765,000
|
|
|
|
765,000
|
|
Conversion terms 5
|
|
60% of the “Market Price”, which is the lowest trading prices for the common stock during the fifteen (15) trading day period prior to the conversion.
|
|
|
paid on conversion
|
|
|
|
paid on conversion
|
|
Conversion terms 6
|
|
Conversion at $0.10 per share
|
|
|
Paid on conversion
|
|
|
|
Paid on conversion
|
|
Conversion terms 7
|
|
60% of the “Market Price”, which is the lowest trading prices for the common stock during the ten (10) trading day period prior to the conversion.
|
|
|
50,000
|
|
|
|
50,000
|
|
Conversion terms 8
|
|
65% of the “Market Price”, which is the two lowest trading prices for the common stock during the ten (10) trading day period prior to the conversion.
|
|
|
265,050
|
|
|
|
265,050
|
|
Conversion terms 9
|
|
65% of the “Market Price”, which is the two lowest trading prices for the common stock during the fifteen (15) trading day period prior to the conversion.
|
|
|
204,579
|
|
|
|
204,579
|
|
Conversion terms 10
|
|
65% of the “Market Price”, which is the one lowest trading prices for the common stock during the fifteen (15) trading day period prior to the conversion.
|
|
|
paid on conversion
|
|
|
|
paid on conversion
|
|
Conversion terms 11
|
|
60% of the “Market Price”, which is the two lowest trading prices for the common stock during the twelve (12) trading day period prior to the conversion.
|
|
|
paid on conversion
|
|
|
|
paid on conversion
|
|
Conversion terms 12
|
|
61% of the “Market Price”, which is the average of the three lowest trading prices for the common stock during the ten (10) trading day period prior to the conversion.
|
|
|
52,662
|
|
|
|
52,662
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Debt
|
|
|
|
|
6,160,429
|
|
|
|
6,160,429
|
|
Less: Debt Discount
|
|
|
|
|
-
|
|
|
|
(169,377
|
)
|
Less: Debt Issue Costs
|
|
|
|
|
|
|
|
|
(3,525
|
)
|
Convertible Debt - net
|
|
|
|
|
6,160,429
|
|
|
|
5,987,527
|
|
During the nine months ended September 30,
2019 and year ending December 31, 2018, the Company issued convertible notes totaling $0, less the original issue discount and
debt issue costs of $0, for net proceeds of $0 and $827,200, respectively.
Loans and Advances
On July 6, 2017, the Company entered into a
two-year line of credit agreement with the principal stockholder in the amount of $100,000. Subsequently, on October 2, 2017, the
Company entered into a two-year line of credit agreement with the principal stockholder in the amount of $200,000. The line
of credit carries an interest rate of 4%.
On October 2, 2017, the Company, in exchange
for Greg Halpern's consideration issuing the Company a line of credit of $100,000 on July 6, 2017 and another line of credit of $200,000 on October 2,
2017 and for Mr. Halpern's forgiveness of $960,000 of interest owed to Mr. Halpern for his Preferred Shares
accrued dividend rate of 8% per annum of his already owned 5 million Series A Convertible Preferred Shares, the Board deemed it
proper to grant Mr. Halpern an additional 800,000,000 shares of the Company's common stock, which at Mr. Halpern's election
he may convert into 5,000,000 additional Series A Convertible Preferred Shares with the same voting rights and percentages as his
previously granted and owned 5,000,000 Series A Convertible Preferred Shares.
During the nine months ended September 30,
2019, the principal stockholder has advanced $78,191 and accrued $10,943 in interest and was repaid $3,220. During the year ended
December 31, 2018, the principal stockholder has advanced $557,299 accrued $3,792 in interest and was repaid $284,957 under the
terms of the line of credit. The line of credit balance and accrued interest as of September 30, 2019 is $381,546.
Recent Accounting Pronouncements
In February 2016, the FASB issued ASU No. 2016-02,
Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities
on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a
lease, with some specified scope exemptions. The guidance in this Update supersedes Topic 840, Leases. The core principle of Topic
842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement
of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right
to use the underlying asset for the lease term. For public companies, the amendments in this Update are effective for fiscal years
beginning after December 15, 2018, including interim periods within those fiscal years. We adopted the new standard effective January
1, 2019. The adoption of this guidance did not have a material impact on our financial statements.
All other newly issued accounting pronouncements
but not yet effective have been deemed either immaterial or not applicable
Critical Accounting Policies and Estimates
Our financial statements and related public
financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”).
GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an
impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information
contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our
use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base
our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.
Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant
estimates made during the preparation of our financial statements.
Use of Estimates:
In preparing financial statements in conformity
with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements
and revenues and expenses during the reported period. Actual results could differ from those estimates.
Revenue Recognition:
Effective January 1, 2018, the Company adopted ASC 606 — Revenue
from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements
and contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations
in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the
contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not
been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when
the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered
to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability
of the fee is reasonably assured.
We had $0 and $0 in revenue for the ended September
30, 2019 and 2018, respectively.
Stock-Based Compensation:
In December 2004, the FASB issued FASB Accounting
Standards Codification No. 718, Compensation – Stock Compensation. Under FASB Accounting Standards
Codification No. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on
the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required
to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards,
share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant
at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option
grant. The Company applies this statement prospectively.
Equity instruments (“instruments”)
issued to other than employees are recorded based on the fair value of the instruments, as required by FASB Accounting Standards
Codification No. 718. FASB Accounting Standards Codification No. 505, Equity Based Payments to Non-Employees defines
the measurement date and recognition period for such instruments. In general, the measurement date is when either a (a) performance
commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are
vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each
grant as defined in the FASB Accounting Standards Codification.
Derivative Financial Instruments
Fair value accounting requires bifurcation
of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their
fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing
model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument
is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the
instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments
as derivative financial instruments.
Once determined, derivative liabilities are
adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in
results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative
instruments such as warrants, are also valued using the Black-Scholes option-pricing model.
Impairment of Long-Lived Assets
The Company accounts for its long-lived assets
in accordance with ASC Topic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets." ASC Topic
360-10-05 requires that long-lived assets, such as technology rights, be reviewed for impairment annually, or whenever events or
changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The
Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from
the asset, including the eventual disposition. If the future net cash flows are less than the carrying value of an asset,
an impairment loss is recorded equal to the difference between the asset's carrying value and fair value or disposable value.
During the year ended December 31, 2018, the
Company recorded an asset impairment of $28,211 consisting of office furniture and equipment. The assets are fully impaired, and
the remaining carrying value is $0 for the year ended December 31, 2018.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements,
financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities”.