UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Proxy Statement Pursuant
to Section 14(c) of the Securities Exchange Act of 1934
Filed by the Registrant
x
Filed
by a Party other than the Registrant
¨
Check the appropriate box:
x Preliminary Information Statement
¨
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5 (d) (2)
¨
Definitive Information Statement
Max Sound Corporation
(Name of Registrant
as Specified in Its Charter)
(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x
No fee required.
¨
Fee computed on table below per Exchange Act Rules 14c-5 (g) and 0-11.
(1)
Title of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth theamount
on which the filing fee is calculated and state how it was determined):
(4)
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(5)
Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a) (2) and identify the filing for whichthe
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form orSchedule and the
date of its filing.
(1)
Amount Previously Paid:
(2)
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Date Filed:
Max Sound Corporation
8837 Villa La Jolla Drive,
Unit 12109, La Jolla, California, 92037
NOTICE OF ACTION TAKEN BY
WRITTEN CONSENT OF THE MAJORITY STOCKHOLDER IN LIEU OF A MEETING OF STOCKHOLDERS
WE ARE NOT ASKING YOU FOR
A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
To the stockholders entitled to vote beneficially
owning five (5%) or more of Common Stock as of Record Date of Max Sound Corporation:
The enclosed information
statement (“Information Statement”) is being furnished by Max Sound Corporation, a Delaware corporation
(the“Company”), to the holders of record of our common stock, par value $0.00001 per share (“Common
Stock”),at the close of business on June 23, 2017, respectively (the “Record Date”), pursuant to Rule
14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The purpose of the
enclosed Information Statement is to inform our stockholders entitled to vote as of the Record Date of the approval by
unanimous written consent of requisite holder of a majority our Common Stock of the filing of certificate of amendment
described herein (the“Certificate of Amendment”) to our Amended and Restated Certificate of Incorporation to
increase the number of authorized shares of Common Stock(the “Action”). Specifically, on June 23, 2017, the
Company with the consent of the Majority Shareholder and Unanimous Written Consent of the Board of Directors filed with the
State of Delaware an Amended Certificate of Incorporation increasing the authorized shares of Common Stock by 1,000,000,000
shares of Common Stock from 2,250,000,000 million shares of common stock to 3,250,000,000 shares of Common Stock.
The Certificate
of Amendment was approved by the Board of Directors (the “Board”) of the Company on June 23, 2017, and the
Company with the Unanimous Written Consent of the Majority Shareholder and Unanimous Written Consent of the Board filed with
the State of Delaware on June 23, 2017 an Amended Certificate of Incorporation increasing the authorized shares of Common
Stock by 1,000,000,000 shares of Common Stock from 2,250,000,000 shares of common stock to 3,250,000,000 shares of Common
Stock. The Company had received unanimous written consent in lieu of a meeting of stockholders from the Majority Shareholder
to approve the Certificate of Amendment as of the Record Date (together, the “Majority Stockholder”).
Accordingly, as of June 23,
2017, the Company had received the unanimous written consent from the Majority Stockholder to approve the Action.
Your consent is not required and is not being solicited in connection with the approval of the Certificate of Amendment.
The Certificate of Amendment was filed with the Secretary of State of the State of Delaware on June 23, 2017, respectively.
The Certificate of Amendment will not become effective, until the date that is at least 20 days after the enclosed
Information Statement is mailed to our stockholders of record entitled to vote beneficially owning five (5%) or more of the
Company’s Common Stock, and preferred stockholder. We have attached as
Exhibit A
hereto a form of the
Certificate of Amendment filed with the Delaware.
The Action taken by
written consent was taken pursuant to Section 228 of the Delaware General Corporation Law (the“DGCL”) and Section
2.06 of our Amended and Restated Bylaws (the “Bylaws”), which provide that any action that may betaken at a
meeting of the stockholders may be taken by the written consent of the holders of the number of shares of voting stock
required to approve the Action at a meeting. On such basis, to eliminate the need to hold a special meeting of our Common
Stock holders of Record Date and Preferred stockholder, the Action was approved by the Majority Stockholder of the Company
by unanimous written consent in accordance with the DGCL and the Bylaws. This Information Statement is being furnished to
our stockholders as of the Record Date in accordance with Section 14(c) of the Exchange Act, and the rules promulgated by
the Securities and Exchange Commission thereunder, solely for the purpose of informing our stockholders of the Action taken
by the unanimous written consent before they become effective.
The purpose and effect of the
Certificate of Amendment is to increase the number of authorized shares of Common Stock.
THE ACCOMPANYING
INFORMATION STATEMENT IS BEING MAILED ON OR ABOUT JUNE 23, 2017 TO STOCKHOLDERS OF RECORD ENTITLED TO VOTE ON THE RECORD
DATE. THIS IS NOT A NOTICE OF SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY
MATTER WHICH IS DESCRIBED HEREIN.
Sincerely,
John Blaisure
Chief Executive Officer
Max Sound Corporation
8837 Villa La Jolla Drive,
Unit 12109, La Jolla, California, 92037
INFORMATION STATEMENT
GENERAL INFORMATION
Max Sound Corporation,
a Delaware corporation, with its principal executive offices located at 8837 Villa La Jolla Drive, Unit 12109, La
Jolla, California, 92037 is sending you this Information Statement to notify you of the Action that the requisite holders
entitled to vote beneficially owning five (5%) or more of our Common Stock have taken by written consent this Action in lieu
of a meeting of stockholders.References in this Information Statement to the “Company,” “we,”
“our,” “us” and “Tribune” are to Max Sound Corporation.
The Record Date
for determining stockholders of record entitled to receive this Information Statement was the close of business on June
23, 2017, respectively(the “Record Date”). Copies of this Information Statement are being mailed on or about
June 23, 2017 to the Stockholders of record on the Record Date of the outstanding shares of our Common Stock, par value
$0.00001 per share, pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”).
Effective Date of Action
by Written Consent
Pursuant to Rule
14c-2 promulgated under the Exchange Act, the earliest date that the Action being taken pursuant to the written consent can
become effective is 20 days after the first mailing or other delivery of this Information Statement to our stockholders
beneficially owning (five) 5% of our Common Stock as of the Record Date entitled to vote.
Dissenters’ Rights of Appraisal
No dissenter’s rights are afforded to
our stockholders under Delaware law as a result of the adoption of the Action.
ACTION: APPROVAL OF THE
CERTIFICATE OF AMENDMENT TO THE AMENDED ANDRESTATED CERTIFICATE OF INCORPORATION TO EFFECTUATE AN INCREASE IN THE NUMBER OFAUTHORIZED
SHARES OF COMMON STOCK
On June 23, 2017,
our Board approved the adoption of the Certificate of Amendment to our Amended and Restated Certificate of Incorporation,
which authorizes an increase in the number of authorized shares of Common Stock from 2,250,000,000 shares of Common Stock
to 3,250,000,000 shares of common stock, and the Company with the written unanimous consent of the Majority Shareholder
and Unanimous Written Consent of the Board of Directors filed with the State of Delaware an Amended Certificate of
Incorporation increasing the authorized shares of Common Stock by 1,000,000,000 shares of Common Stock. No further action of
our stockholders is required to approve the adoption of the Certificate of Amendment. You are hereby being provided
with notice of the approval of such amendment by less than unanimous written consent of our stockholders. The filed
Certificate of Amendment is attached as
Exhibit A
hereto.
Promptly after the 20th day
after the date this Information Statement has been sent to stockholders, we intend to take all other required actions to
complete the adoption of the Certificate of Amendment consistent with the foregoing.
We are currently authorized
by our Amended and Restated Certificate of Incorporation to issue 3,250,000,000 shares of Common Stock, as of the Record Date.
The additional shares of
Common Stock authorized under the Certificate of Amendment have rights identical to the currently outstanding Common Stock of
the Company. Except as otherwise required by law or expressly provided in our Amended and Restated Certificate of
Incorporation, a holder of Common Stock shall not be entitled to vote on any matter submitted to a vote of our stockholders
except that (i) a holder of Common Stock shall be entitled to one vote per share and shall be entitled to vote as a separate
class on any amendment, alteration, change or repeal of any provision of our Certificate of Incorporation that adversely
affects the powers, preferences or special rights of the Common Stock in a manner different from the powers, preferences or
special rights of the Common Stock and (ii) a holder of Common Stock shall be entitled to one vote per share, voting together
with the holders of Common Stock as a single class, on certain non-ordinary course transactions to the extent that such
transaction is submitted to a vote of the holders of Common Stock. The holders of our Common Stock are entitled to receive
dividends when, as, and if declared by our Board out of funds legally available therefore.
Considerations Relating to the Increase
in Common Stock Authorized Shares
The purpose and effect of
the latest Certificate of Amendment is to increase the number of authorized shares of Common Stock. The Board believes that
it is in the best interests of the Company for the number of authorized shares of the Company’s Common Stock so as to
accommodate any conversion of shares of Common Stock at any time and from time to time, to issue the Company Common Stock in
exchange for the Company’s senior debt and for Company expansion purposes including capital equity and debt funding.
Specifically, increasing the number of authorized shares of Common Stock provides the Company with the appropriate
flexibility to pursue finance and corporate opportunities involving our Common Stock, which may include private or public
offerings of our equity securities, or to issue stock dividends. There are no specific agreements in principle related
directly to the increase of authorized shares.
The disadvantages include dilution
to existing Shareholders, including a decrease in our net income per share in future periods. This could cause the market price
of our Common Stock to decline.
The shares of Common Stock
will be available for issuance by the Board for proper corporate purposes as described herein from time to time. The issuance
of additional shares of common stock in the future would have the effect of diluting earnings per share, voting power and
common shareholdings of stockholders and could cause a reduction in the market price of our common stock.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The
following table, together with the accompanying footnotes, sets forth information regarding the beneficial ownership of the
Common Stock of the Company as of April 4, 2017, for (i) each person known by the Company to own beneficially more than 5% of
the Company’s Common Stock, (ii) each of the Company’s executive officers, (iii) each of the Company’s
directors and (iv) all directors and executive officers as a group. Applicable percentage ownership in the following table is
based on 967,489,208 shares of our Common Stock, 10,000,000 shares of our Preferred Stock, authorized but not issued, and
5,000,000 of our Preferred Stock issued as of the Record Date.
Beneficial
ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment
power with respect to the securities. Subject to applicable community property laws, the persons named in the table have sole voting
and investment power with respect to all shares of Common Stock shown as beneficially owned by them. In addition, shares of Common
Stock issuable upon exercise of options, warrants and other convertible securities beneficially owned that are exercisable within
sixty days, are deemed outstanding for the purpose of computing the percentage ownership of the person holding those securities,
and the group as a whole, but are not deemed outstanding for computing the percentage ownership of any other person.
Beneficial Owners of More than 5%:
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|
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Name
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Address
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Shares Beneficially Owned
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Percentage of Class
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Greg Halpern
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8837 Villa La Jolla Drive, Unit 12109, La Jolla, California, 92039
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5,000,000 Series A Convertible Preferred Stock
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33.4
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%
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TVFT
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16035 East Arrow Highway
Irwindale, CA 91706
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67,310,607
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6.96
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%
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Directors and Named Executive Officers
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Greg Halpern
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8837 Villa La Jolla Drive, Unit 12109, La Jolla, California, 92039
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120,000,000 Common Stock as if converted as of the Record Date
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12.40
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%
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Greg Halpern
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8837 Villa La Jolla Drive, Unit 12109, La Jolla, California, 92039
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2,510,933 Common Stock
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*
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John Blaisure
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8837 Villa La Jolla Drive, Unit 12109, La Jolla, California, 92039
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28,300,960 Common Stock
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*
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·
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per
the Certificate of Designation, Preference and Rights of Series “A” Preferred Stock of Max Sound Corp., the holder
of the share of Series “A” Preferred Stock shall have voting rights and powers equal to the numbers of votes more than
one-third of all votes entitled to be cast as of such Record Date by all holders of capital stock of the Corporation so as to ensure
that the votes entitle to be cast by the holder of the share of Series “A” Preferred Stock shall be equal to at least
thirty-three percent (33.4%) of all votes entitled to be cast. Therefore, Greg Halpern,has voting control and holds at least 33.4%
of the voting power of the Corporation.
|
* Represents less than
one percent
INTEREST OF PERSONS IN MATTERS
TO BE ACTED UPON
No officer, director or principal stockholder has
a substantial or material interest in the favorable outcome of the Action,other than as discussed herein.
DELIVERY OF DOCUMENTS TO
STOCKHOLDERS SHARING AN ADDRESS
We will only deliver
one Information Statement to multiple security holders sharing an address unless we have received contrary instructions from
one or more of the security holders. Upon written or oral request, we will promptly deliver a separate copy of this
Information Statement and any future annual reports and information statements to any security holder at a shared address to
which a single copy of this Information Statement was delivered, or deliver a single copy of this Information Statement and
any future annual reports and information statements to any security holder or holders sharing an address to which multiple
copies are now delivered.
COSTS OF THE INFORMATION
STATEMENT
We are mailing this Information
Statement and will bear the costs associated therewith. We are not making any solicitation.
AVAILABLE INFORMATION
We are required to file
annual, quarterly and current reports and other information with the SEC. Our filings with the SEC are available to the
public on the SEC’s website at www.sec.gov. Those filings are also available to the public on our corporate website at
www.maxsound.com. The information we file with the SEC or contained on, or linked to through,our corporate website or any
other website that we may maintain is not part of this Information Statement. You may also read and copy, at the SEC’s
prescribed rates, any document we file with the SEC at the SEC’s Public Reference Room located at 100 F Street, N.E.,
Washington, D.C. 20549. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference
Room.
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