UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported) March 30, 2020

 

Commission file number 000-51886

 

MAX SOUND CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware 26-3534190
(State of Other Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)

 

 

3525 Del Mar Heights Road # 802, San Diego, California, 92130

(Address of principal executive offices including zip code)

 

800-327-6293

(Registrant's telephone number, including area code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

This disclosure relates to Max Sound Corporation (the “Company”)

Item 4.01 - Changes in Registrant's Certifying Accountant - Appointment on March 25, 2020 of AJ Robbins CPA LLC as the Company’s new Auditor for the Audit of the 2019 Form 10K and the review of previous filings.

 

Item 5.02 Departure of Directors or Certain Officers - Board Termination on March 29, 2020 of the Company’s CEO and President

 

Item 5.02 Appointment of Certain Officers - Board Replacement on March 29, 2020 of the Company’s CEO and President

 

Item 8.01 Other Information - Extension of Time to File the Company’s 2019 - 10K 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.

 
 
(1) The Company is relying on the Order (Release No. 34-88465) for the extension of up to 45 days after the required filing date of March 30, 2020;
(2) The Company is 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;
(3) Although the Company is relying on, and may ultimately require the full 45 days of relief, which may be necessary if the COVID- 19 Pandemic continues to impose additional burdens and delays on key personnel, it is anticipated that the Form 10-K Annual Report, along with the audited financial statements and related accounting review, will be filed on or before April 17, 2020;
(4) 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;
(5) In light of recent developments relating to the Coronavirus, the Company will be supplementing the risk factors in its Annual Report on Form 10-K to be filed with the Securities and Exchange Commission and, as previously stated herein, it is expected to be filed on or before April 17, 2020 with the following risk factor:

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.

 

 

For more information regarding the above, please refer to the Written Consent of the Directors, which is attached as an exhibit to this filing.

ITEM 2.01. Exhibits.

 

1. Written Consent (Exhibit A) 

 

 

SIGNATURE

 

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 hereunto duly authorized.

 

Date: March 30, 2020

 

MAX SOUND CORPORATION

 

By:
 

 

/s/

  

Name: Greg Halpern

Title: Chief Executive Officer

 

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