UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
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ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December
31, 2019
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
Commission File Number: 000-51886
MAX SOUND CORPORATION
(Exact name of registrant as specified in
its charter)
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DELAWARE
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26-3534190
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3525 Del Mar Heights Road # 802,
San Diego, CA 92130
(Address of principal executive offices)
(Zip Code)
800-327-(MAXD)
(Registrant’s telephone number, including
area code)
Securities registered pursuant to
Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of
the Act:
Common Stock, par value $.00001 per share
(Title of class)
Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Non-accelerated filer
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Accelerated filer
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Smaller reporting company
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Emerging growth company
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Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The Aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant as of March 26, 2020 was approximately $380,800.
As of March 26, 2020, there were 6,587,102,823 shares issued and outstanding.
EXPLANATORY
NOTE
Max
Sound Corporation is filing this amendment (the Form 10-K/A) to our Annual Report on Form 10-K for the year ended December 31,
2019 (the Form 10-K), filed with the U.S. Securities and Exchange Commission on May 4, 2020 to include the following items -
Item 8.01 Other
Information – The Company had previously chosen to take the allowable Extension of Time to File the Company’s 2019
- 10-K Annual Report Pursuant to SECURITIES AND EXCHANGE COMMISSION [Release No. 34-88465 / March 25, 2020] ORDER UNDER SECTION
36 OF THE SECURITIES EXCHANGE ACT OF 1934 MODIFYING EXEMPTIONS FROM THE REPORTING AND PROXY DELIVERY REQUIREMENTS FOR PUBLIC COMPANIES
as RELIEF PROVIDED TO Registrants or other persons impacted by COVID-19 from March 1, 2020 to July 1, 2020.
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(1)
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The
Company relied on the Order (Release No. 34-88465) for the extension of up to 45 days after the required filing date of March
30, 2020;
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(2)
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Since
the Company was not in a position to file its Annual Report on Form 10-K for the period ended December 31, 2019 (the “Form
10-K”) in a timely manner (by the March 30, 2020 due date) without compromising
the health and safety of key personnel involved in its completion because of the recent
Coronavirus (COVID – 19) isolation from quarantines and related risks;
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(3)
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By
filing its 10-K on May 4, 2020 and now the 10-K/A, the Company relied on, and ultimately required 40 days of relief, which was
necessary from the imposed additional burdens and delays on key personnel;
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(4)
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At
present, the Company is unaware of any specific risk factor or the impact of COVID-19 on its business, although no guarantee
can be made of any future negative effect that may occur;
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(5)
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In
light of recent developments relating to the Coronavirus, the Company will be supplementing future 10-Q’s and 10-K’s
with the following risk factor:
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The
scale and scope of the recent Coronavirus (COVID-19) outbreak and resulting pandemic is unknown and, due to this and other factors,
it has the potential to result in an adverse impact on our business at least for the near term.
As
the U.S. faces the novel Coronavirus Pandemic, the Company is following the recommendations of government and health authorities
to minimize exposure risk for its employees and professionals. The Company will closely monitor this global health crisis and
reassess its strategy and operational structure on a regular ongoing basis as the situation evolves. The rapid spread of the Coronavirus
globally has also resulted in increased travel restrictions, disruption and shutdown of certain businesses in the U.S. We may
experience impacts from changes in behavior related to pandemic fears, quarantines and market downturns, as well as impacts on
our current goals if the virus becomes widespread in any of our areas of business. In addition, one or more of our professionals
or service providers may experience financial distress, file for bankruptcy protection, go out of business, or suffer disruptions
in their business due to the coronavirus outbreak. The global scale and scope of the coronavirus is unknown and the duration of
the business disruption and related financial impact cannot be reasonably estimated at this time. The extent to which the coronavirus
impacts the Company’s results will ultimately depend on future developments, and potentially the courts, which are highly
uncertain and will include the duration of the downturn, emerging information concerning the severity of the coronavirus and the
actions taken by governments and private businesses to attempt to contain the coronavirus. In summary, the Company considers at
least a near term possibility that the coronavirus currently has the potential to result in an adverse impact on our business,
results of operations and financial condition.
This
Form 10-K/A does not reflect events occurring after the filing of the Form 10-K or modify or update any related or other disclosures
other than those listed above.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
All Exhibits in calendar year 2019 associated with all prior Form
10 filings are incorporated herein by reference.
3. Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: May 8, 2020
MAX SOUND CORPORATION
(Registrant)
By:
/s/ Greg Halpern
Greg Halpern
Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer)