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 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 June 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 cash in banks in excess
of FDIC insurance limits. The Company had $0 in excess of FDIC insurance limits as of June 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 June 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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June 30, 2019
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June 30, 2018
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Stock Warrants (Exercise price - $0.25 - $.52/share)
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|
—
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19,220,690
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Stock Options (Exercise price - $0.00250/share)
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95,332,500
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95,332,500
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Convertible Debt (Exercise price - $0.0001 - $.000150/share)
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114,402,012,842
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24,043,223,934
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Series A Convertible Preferred Shares ($0.01/share)
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250,000,000
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250,000,000
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Total
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114,747,345,342
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24,407,777,124
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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 111,321,198,165
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 re-measurements, 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 2018, the FASB issued ASU No. 2018-02, Reclassification
of Certain Tax Effects from Accumulated Other Comprehensive Income. The guidance permits entities to reclassify
tax effects stranded in Accumulated Other Comprehensive Income as a result of tax reform to retained earnings. This new
guidance is effective for annual and interim periods in fiscal years beginning after December 15, 2018. Early adoption is
permitted in annual and interim periods and can be applied retrospectively or in the period of adoption. We are evaluating
the impact of adopting this guidance on our Financial Statements.
In March 2018, the FASB issued ASU No. 2018-05,
Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. The amendment provides
guidance on accounting for the impact of the Tax Cuts and Jobs Act (the “Tax Act”) and allows entities to complete
the accounting under ASC 740 within a one-year measurement period from the Tax Act enactment date. This
standard is effective upon issuance. The Tax
Act has several significant changes that impact all taxpayers, including a transition tax, which is a one-time tax charge on accumulated,
undistributed foreign earnings. The calculation of accumulated foreign earnings requires an analysis of each foreign entity’s
financial results going back to 1986. We are evaluating the impact of adopting this guidance on our Financial Statements.
In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock
Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , which expands the scope
of Topic 718 to include share-based payment transactions for acquiring
goods and services from nonemployees. An entity should apply the requirements
of Topic 718 to nonemployee awards except for specific guidance on inputs to an option
pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern
of cost recognition over that period). The new guidance is effective for all entities for annual periods, and interim periods within
those annual periods, beginning after December 15, 2017, with early adoption permitted.
We are evaluating the impact of adopting this guidance on our Financial Statements.
In August 2018, the FASB issued ASU 2018-13, Fair
Value Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.
The amendments in this Update modify certain disclosure requirements of fair value measurements and are effective for all entities for fiscal
years, and interim periods within those fiscal years, beginning after December
15, 2019. Early
adoption is permitted. We are
evaluating the impact of adopting this guidance on our Financial Statements.
In January 2017, the FASB issued Accounting
Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350). The amendments in this update
simplify the test for goodwill impairment by eliminating Step 2 from the impairment test, which required the entity to perform
procedures to determine the fair value at the impairment testing date of its assets and liabilities following the procedure that
would be required in determining fair value of assets acquired and liabilities assumed in a business combination. The amendments
in this update are effective for public companies for annual or any interim goodwill impairment tests in fiscal years beginning
after December 15, 2019. We are evaluating the impact of adopting this guidance on our Financial Statements.
In January 2017, the FASB issued ASU 2017-01,
Business Combinations (Topic 805); Clarifying the Definition of a Business. The amendments in this update clarify the definition
of a business to help companies evaluate whether transactions should be accounted for as acquisitions or disposals of assets or
businesses. The amendments in this update are effective for public companies for annual periods beginning after December 15, 2017,
including interim periods within those periods. We are evaluating the impact of adopting this guidance on our Financial Statements.
In July 2017, the Financial Accounting
Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share
(Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part
I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features)
with down round features. When determining whether certain financial instruments should be classified as liabilities or
equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is
indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified
instruments.
As a result, a freestanding equity-linked financial
instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result
of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities
that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is
triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible
instruments with embedded conversion options that have
down round features are now subject to the
specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other
Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite
deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception.
Those amendments do not have an accounting
effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods
within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption
in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of
the beginning of the fiscal year that includes that interim period. The Company is currently reviewing the impact of adoption
of ASU 2017-11on its 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 June 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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June 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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17,504,541
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—
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17,504,541
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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 had a net loss of $4,664,484 for the six months ended June 30, 2019, has an accumulated
deficit of $98,260,155 as of June 30, 2019, and has negative cash flow from operations of $69,598 for the six months ended June
30, 2019.
As the Company continues to incur losses, transition
to profitability is dependent upon the successful commercialization of its products and achieving a level of revenues adequate
to support the Company’s cost structure.
The Company may never achieve profitability,
and unless and until it does, the Company will continue to need to raise additional cash. Management intends to fund future operations
through additional private or public debt or equity offerings. Based on the Company’s operating plan, existing working capital
at December 31, 2018 was not sufficient to meet the cash requirements to fund planned operations through December 31, 2019 without
additional sources of cash. The Company continues to explore various financing alternatives, including debt and equity financings
and strategic partnerships, as well as trying to generate revenue. However, at this time, the Company has no commitments to obtain
any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all. If the Company
is unable to obtain additional funding and improve its operations, the Company’s financial condition and results of operations
may be materially adversely affected, and the Company may not be able to continue operations. This raises substantial doubt about
the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern and do not include adjustments that might result from the outcome of
this uncertainty.
NOTE 3 DEBT
AND ACCOUNTS PAYABLE
Debt consists of the following:
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AS of June 30, 2019
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As of December 31, 2018
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Line of credit– related party
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$
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376,466
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$
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306,575
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Accrued interest – related party
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469,121
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233,484
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Accrued expenses – related party
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422,945
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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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7,428,961
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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 six months ended June 30, 2019
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69,892
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Interest accrual
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7,131
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Balance –June 30, 2019
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$
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387,313
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Accounts payable consists of the following
:
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As of June 30, 2018
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As of December 31, 2018
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Accounts Payable
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$
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701,312
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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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701,312
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$
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675,295
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(B) Convertible Debt
During the six months ended June 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 three months ended June 30, 2019 and year ended December 31, 2018, consist of the following terms:
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Six months ended June 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.
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1,131,560
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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
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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
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765,000
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Conversion terms 5
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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.
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paid on conversion
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paid on conversion
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Conversion terms 6
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Conversion at $0.10 per share
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Paid on conversion
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Paid on conversion
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Conversion terms 7
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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.
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204,579
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|
|
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
|
|
|
|
|
-3
|
|
|
|
(169,377
|
)
|
Less: Debt Issue Costs
|
|
|
|
|
|
|
|
|
(3,525
|
)
|
Convertible Debt - net
|
|
|
|
|
6,160,429
|
|
|
|
5,987,527
|
|
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
|
|
|
|
6,160,429
|
|
|
|
4% - 12%
|
|
|
Borrowings
|
|
|
|
—
|
|
|
|
|
|
|
Conversions
|
|
|
|
—
|
|
|
|
|
|
|
Convertible Debt Balance as of June 30, 2019
|
|
|
|
6,160,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(B) Debt Issue Costs
During the years 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:
|
|
Six months ended June 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 six months ended June 30, 2019 and
2018 the Company amortized $3,525 and $33,390 of debt issue costs, respectively.
(C) Debt Discount & Original Issue Discount
During the six months ended June 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 $878,817
during the six months ended June 30, 2019 and 2018, respectively, to amortization of debt discount expense.
|
|
|
|
|
|
|
Six months ended June 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 six months ended June 30, 2019,
the principal stockholder has advanced $69,892 and accrued $7,131 in interest. 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 June 30, 2019 is $387,313.
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
|
|
|
3,655,843
|
|
Derivative Liability –June 30, 2019
|
|
$
|
17,504,541
|
|
|
|
|
|
|
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 six months ended June 30, 2019 and 2018 of $0 and $375,302 respectively.
The fair value at the commitment and re-measurement
dates for the Company’s derivative liabilities were based upon the following management assumptions as of June 30, 2019:
|
|
|
Commitment Date
|
|
|
|
Re-measurement Date
|
|
|
|
|
|
|
|
|
|
|
Expected dividends:
|
|
|
—
|
|
|
|
—
|
|
Expected volatility:
|
|
|
—
|
|
|
|
350.50%-502.98%
|
|
Expected term:
|
|
|
—
|
|
|
|
0.09–1.00 Years
|
|
Risk free interest rate:
|
|
|
—
|
|
|
|
1.10% - 2.63%
|
|
The fair value at the commitment and re-measurement
dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, 2018:
|
|
|
Commitment Date
|
|
|
|
Re-measurement 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 June 30, 2019 and December 31, 2018, respectively,
property and equipment are as follows:
|
|
June 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 six months ended
June 30, 2019 and 2018 totaled $0 and $8,275, 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.
(A) Common Stock
During the years 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 six months ended June 30, 2019 and
2018, respectively, the Company has not declared dividends.
(B) Stock Warrants
The following tables summarize all warrant
grants as of June 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, June 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 – June 30, 2019
|
|
|
95,332,500
|
|
|
|
$
|
|
|
|
0.0025-
|
|
|
|
1.00-
|
|
Exercisable – June 30, 2019
|
|
|
95,332,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 7 COMMITMENTS
(A) Consulting Agreement
None
NOTE 8 LITIGATION
From time to time, the Company
has become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation
is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm
its business.
On August 11, 2014, the
Company and VSL simultaneously filed trade secret and patent infringement actions 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. The patent infringement complaint was originally filed in the U.S.
District Court for the District of Delaware; the trade secret suit was filed in Superior Court of California, County of Santa
Clara. On September 30, 2014, the Company filed notices of voluntary dismissal without prejudice as to both lawsuits.
On October 1, 2014, the Company amended the patent complaint and filed it in the U.S. District Court for the Northern
District of California. In this patent lawsuit, the Company contends that, in 2010, while Google was in discussions with
Vedanti about the possibility of acquiring Vedanti's patented digital video streaming techniques and other proprietary
methods, Google gained access to and received technical guidance regarding Vedanti’s proprietary codec, a computer
program capable of encoding and decoding a digital data stream or signal. The lawsuit further alleges that soon after
Google and Vedanti initiated negotiations, Google willfully infringed Vedanti's patent by incorporating Vedanti's patented
technology into Google's own VP8, VP9, WebM, YouTube, Google Adsense, Google Play, Google TV, Chromebook, Google Drive,
Google Chromecast, Google Play-per-view, Google Glasses, Google+, Google’s Simplify, Google Maps, and Google Earth,
without compensating Vedanti for such use. On May 13, 2015 Google's “motion to dismiss” was denied by
the Northern District of California court in a seven-page order, stating that Max Sound had sufficiently alleged the
existence and validity of the '339 Patent. However, on November 24, 2015, the court granted a second motion to
dismiss for lack of subject matter jurisdiction based on the defendants’ argument that the agreements between the
Company and VSL/Vedanti did not clearly give the Company standing to enforce the patent rights. The Company appealed
that decision on February 22, 2016. One 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 judgement 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 is exploring additional rights
it may have in both cases with its ongoing battle against Judicial Corruption. The Company is taking recourse by planning to
file a petition for rehearing en banc, where all judges of the appellate court will hear the case. This petition is based on
a precedent case similar to Max Sound’s case with the same defense lawyer for the opposing side, the same judges who
heard the case and a similar chain of events. Max Sound had until April 11, 2019 to file the petition. Max Sound filed the
petitions for rehearing and rehearing en banc and on May 7, 2019, the Court invited Google to respond to the petitions.
Google has until May 21, 2019 to submit their response.
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. Plaintiffs’
allege misappropriation of trade secrets, breach of contract and other contract-related claims, breach of confidence, slander
of title, violation of California’s Unfair Competition Law (California Business and Professionals Code §§ 17200
et seq.), and fraud, and a claim for declaratory relief. The lawsuit contends that Google and the other Defendants stole Mr. Attia’s
trade secrets, proprietary information, and know-how regarding a revolutionary architecture design and building process that he
alone had invented, known as Engineered Architecture. Defendants are alleged to have engaged Mr. Attia in 2010 and 2011 to translate
his architectural technology into software for a proof of concept, with the goal of determining at that point whether to continue
with full-scale development with Mr. Attia. Instead, the lawsuit claims that once Mr. Attia had disclosed the trade secrets and
proprietary information Defendants needed to bring the technology to market, they severed ties with Mr. Attia, and continued to
use his technology without a license and without compensation, in order to bring the technology to market themselves. Plaintiffs
seek a permanent injunction against Google, damages (including punitive damages), and restitution. As exclusive agent to Eli Attia
to enforce all rights with respect to the subject technology, the Company has retained Buether Joe & Carpenter LLC to represent
the Company in the suit, on a contingency fee basis. The case will be vigorously prosecuted, and the Company believes it has a
good likelihood of success. Defendants have filed multiple demurrers to the complaint, and the
Court has issued orders allowing the case to proceed. Defendants filed another demurrer on March 17, 2016, which was
denied by the Court on August 12, 2016. 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). Subsequently, on October 23, 2017, the defendants removed the lawsuit from California state
court to the federal district court in the Northern District of California, San Jose Division.
The
parties continue to file motions and are expected to begin the discovery phase of the litigation. The Trade Secret Theft and Misappropriation
case was remanded to the Santa Clara County Superior Court on March 19, 2019. A Case Management Conference was recently held for
the case and following determinations were made with reference to the trial – Essential parties have been served or appeared.
This case is At-Issue. Parties, including fictitious ones, who have been served or who have not appeared, are severed and ordered
off the Civil Active List. Jury demanded by TBD. Jury waived by TBD. Trial estimate is TBD days. Further Case Management Conference
set for October 18, 2019 at 10:00 a.m. in Department 19. Mandatory Settlement Conference set for August 26, 2020 at 9:00 a.m.
in Department 19. Jury Trial set for September 8, 2020 at 9:00 a.m. in Department 19.
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 have 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 and 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, Max Sound respectfully requested 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. After entry of the adverse judgment subject to appeal, Appellant Max Sound requested that
the SML Avvocati, P.C. firm file a notice of appeal on its behalf. The SML Avvocati, P.C. firm agreed to file the notice of
appeal and to represent Appellant, Max Sound, in connection with the appeal. On November 21, 2018, the SML Avvocati, P.C.
firm filed a notice of appeal on Appellant’s behalf before the Superior Court, which was followed on December 4, 2018,
by a notice designating record on appeal. On December 17, 2018, the SML Avvocati, P.C. firm filed a Civil Case Information
Statement before the Court on Appellant’s behalf. SML Avvocati, P.C. was scheduled to file an opening brief on February
12, 2019. In the week of March 18, 2019, the SML Avvocati, P.C. firm informed Appellant for the first time that it would not
file any brief on Appellant’s behalf or take any further action in the appeal unless Appellant immediately paid them an
exorbitant sum of allegedly unpaid attorney’s fees. SML Avvocati, P.C. did not file a motion to withdraw as counsel
with the Court, nor did SML Avvocati, P.C. take any steps before the Court to protect Appellant’s interest, such as
filing a request for an extension of time to file Appellant’s Opening Brief so that Appellant could locate new counsel.
Instead, the SML Avvocati, P.C. firm improperly sought to use the imminent deadline for filing the Appellant’s Opening
Brief to extort the unwarranted payment from Appellant of disputed attorney’s fees. Appellant refused to give in to SML
Avvocati, P.C.’s improper attempt at extortion. A notice of default was issued by the Court on March 8, 2019, such that
the 15-day default period expired on March 25, 2019. Despite substantial efforts, however, Appellant was unable to locate new
appellate counsel until March 26, 2019. Max Sound’s new counsel, Klapach & Klapach, P.C. filed an application for a
30-day extension to file the 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 will file a reply brief by
August 16, 2019.
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
and ODT Patent portfolio, pursuant to the VLL/Max Sound Agreement, the Company and VLL intend to file new lawsuit against Google
and others for infringement as co-owners.
No assurance can be given as
to the ultimate outcome of these actions or their effect on the Company.
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 June 30, 2019
and 2018.
General and Administrative Expenses: Our general
and administrative expenses were $27,595 for the three months ended June 30, 2019 and $78,787 for the three months ended June 30,
2018, representing a decrease of $51,192 or approximately 65%, 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 June 30, 2019 and $34,652 for the three months ended June 30, 2018, representing a
decrease of $28,652 or approximately 83%. The Company has decreased the use of consultants to assist the Company.
Professional Fees: Our professional fees were
$6,361 for the three months ended June 30, 2019 and $15,710 for the three months ended June 30, 2018, representing a decrease of
$9,349or approximately 60%, as a result of normal business operations.
Compensation: Our compensation expenses were
$126,000 for the three months ended June 30, 2019 and $180,000 for the three months ended June 30, 2018, representing change of
$54,000, or approximately 30%, as a result of our expensing of monthly compensation to our management and employees.
Net Loss: Our net loss for the three
months ended June 30, 2019 was $3,480,314. 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.
For the six months ended June 30, 2019
and 2018.
General and Administrative Expenses: Our general
and administrative expenses were $71,597 for the six months ended June 30, 2019 and $203,665 for the six months ended June 30,
2018, representing a decrease of $132,068 or approximately 65%, as a result of a decrease in the general operation of the Company.
Consulting Fees: Our consulting
fees were $17,800 for the six months ended June 30, 2019 and $76,352 for the six months ended June 30, 2018, representing a decrease
of $58,552 or approximately 77%. The Company has decreased the use of consultants to assist the Company.
Professional Fees: Our professional fees were
$25,754 for the six months ended June 30, 2019 and $78,162 for the six months ended June 30, 2018, representing a decrease of $52,402
or approximately 67%, as a result of normal business operations.
Compensation: Our compensation expenses were
$252,000 for the six months ended June 30, 2019 and $342,000 for the six months ended June 30, 2018, representing change of $90,000,
or approximately 26%, as a result of our expensing of monthly compensation to our management and employees.
Net Loss: Our net loss for the six
months ended June 30, 2019 was $4,664,484. 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 six months ended June 30,
2019 and 2018, were $0 and $0, respectively. We have an accumulated deficit of $98,260,155 for the period from December 9, 2005
(inception) to June 30, 2019, and have negative cash flow from operations of $69,598 for the six months ended June 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 June 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 six months ended June 30, 2019:
|
|
|
|
Six months ended June 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 six months ended June 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 six months ended June 30, 2019,
the principal stockholder has advanced $69,892 and accrued $7,131 in interest. . During the year ended December 31, 2018, the principal
stockholder has advanced $557,299accrued $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 June 30, 2019 is $387,313.
Recent Accounting Pronouncements
In February 2018, the FASB issued ASU No. 2018-02, Reclassification
of Certain Tax Effects from Accumulated Other Comprehensive Income. The guidance permits entities to reclassify tax effects
stranded in Accumulated Other Comprehensive Income as a result of tax reform to retained earnings. This new
guidance is effective for annual and interim
periods in fiscal years beginning after December 15, 2018. Early adoption is permitted in annual and interim periods and can be
applied retrospectively or in the period of adoption. We are evaluating the impact of adopting this guidance on our Financial
Statements.
In March 2018, the FASB issued ASU No. 2018-05,
Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. The amendment provides
guidance on accounting for the impact of the Tax Cuts and Jobs Act (the “Tax Act”) and allows entities to complete
the accounting under ASC 740 within a one-year measurement period from the Tax Act enactment date. This standard is effective upon
issuance. The Tax Act has several significant changes that impact all taxpayers, including a transition tax, which is a one-time
tax charge on accumulated, undistributed foreign earnings. The calculation of accumulated foreign earnings requires an analysis
of each foreign entity’s financial results going back to 1986. We are evaluating the impact of adopting this guidance on
our Financial Statements.
In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock
Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , which expands the scope
of Topic 718 to include share-based payment transactions for acquiring
goods and services from nonemployees. An entity should apply the requirements
of Topic 718 to nonemployee awards except for specific guidance on inputs to an option
pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern
of cost recognition over that period). The new guidance is effective for all entities for annual periods, and interim periods within
those annual periods, beginning after December 15, 2017, with early adoption permitted. We
are evaluating the impact of adopting this guidance on our Financial Statements.
In August 2018, the FASB issued ASU 2018-13, Fair
Value Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.
The amendments in this Update modify certain disclosure requirements of fair value measurements and are effective for all entities for fiscal
years, and interim periods within those fiscal years, beginning after December
15, 2019. Early adoption is permitted. We are evaluating the impact of adopting this guidance
on our Financial Statements.
In January 2017, the FASB issued Accounting
Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350). The amendments in this
update simplify the test for goodwill impairment by eliminating Step 2 from the impairment test, which required the entity to perform
procedures to determine the fair value at the impairment testing date of its assets and liabilities following the procedure that
would be required in determining fair value of assets acquired and liabilities assumed in a business combination. The amendments
in this update are effective for public companies for annual or any interim goodwill impairment tests in fiscal years beginning
after December 15, 2019. We are evaluating the impact of adopting this guidance on our Financial Statements.
In January 2017, the FASB issued ASU 2017-01,
Business Combinations (Topic 805); Clarifying the Definition of a Business. The amendments in this update clarify the definition
of a business to help companies evaluate whether transactions should be accounted for as acquisitions or disposals of assets or
businesses. The amendments in this update are effective for public companies for annual periods beginning after December 15, 2017,
including interim periods within those periods. We are evaluating the impact of adopting this guidance on our Financial Statements.
In July 2017, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260),
Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update
change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features.
When determining whether certain financial
instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification
when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure
requirements for equity-classified instruments.
As a result, a freestanding equity-linked financial
instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result
of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities
that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is
triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible
instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent
beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance
(in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic
480 that now are presented as pending content in the Codification, to a scope exception.
Those amendments do not have an accounting
effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods
within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption
in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of
the beginning of the fiscal year that includes that interim period. The Company is currently reviewing the impact of adoption of
ASU 2017-11on its 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 June
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”.