Max Sound (MAXD) 10-K 30 Mar 16 2015 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Mar. 24, 2016
Document And Entity Information
Entity Registrant Name	Max Sound Corporation
Entity Central Index Key	1,353,499
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	Yes
Is Entity's Reporting Status Current?	No
Entity Filer Category	Smaller Reporting Company
Entity Public Float		$ 647,642,452
Entity Common Stock, Shares Outstanding		647,642,452
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,015

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Current Assets
Cash	$ 211,064	$ 35,747
Inventory		38,071
Prepaid expenses	$ 82,681	30,207
Debt offering costs - net	36,699	27,456
Total Current Assets	330,444	131,481
Property and equipment, net	130,961	188,896
Other Assets
Security deposit	413	413
Intangible assets	1,092,621	17,850,595
Total Other Assets	1,093,034	17,851,008
Total Assets	1,554,439	18,171,385
Current Liabilities
Accounts payable	1,393,074	656,308
Accrued expenses	257,457	$ 116,903
Accrued expenses - related party	$ 473
Line of credit - related party		$ 268,227
Derivative liability	$ 3,684,184	3,234,792
Convertible note payable, net of debt discount of $2,658,213 and $1,691,065 respectively	1,976,639	1,337,353
Total Current Liabilities	$ 7,311,827	$ 563,583
Stockholders' Equity
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, No shares issued and outstanding Series, A Convertible Preferred stock, $0.00001 par value; 10,000,000 shares authorized, No shares issued and outstanding
Series, A Convertible Preferred stock, $0.00001 par value; 10,000,000 shares authorized, 5,000,000 and 0 shares issued and outstanding, respectively	$ 50
Common stock, $0.00001 par value; 1,650,000,000 shares authorized, 422,310,693 and 373,442,040 shares issued and outstanding, respectively	4,222	$ 3,733
Additional paid-in capital	58,052,946	50,209,989
Treasury stock	(519,575)	(519,575)
Accumulated deficit	(63,295,031)	(37,136,345)
Total Stockholders' Equity	(5,757,388)	12,557,802
Total Liabilities and Stockholders' Equity	$ 1,554,439	$ 18,171,385

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Debt Discount	$ 2,658,213	$ 1,691,065
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Preferred stock, shares authorized	10,000,000	10,000,000
Common Stock, par value	$ 0.00001	$ 0.00001
Common Stock, shares outstanding	422,310,693	373,442,040
Common Stock, shares authorized	1,650,000,000	450,000,000

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Statement [Abstract]
Revenue		$ 2,491
Operating Expenses
General and administrative	$ 3,014,325	3,090,128
Consulting	437,113	505,597
Professional fees	1,091,709	$ 1,025,241
Website development	52,000
Compensation	946,596	$ 1,004,800
Total Operating Expenses	5,541,743	5,625,766
Loss from Operations	(5,541,743)	(5,623,275)
Other Income / (Expense)
Other income	$ 177,011	101,820
Gain (Loss) on extinguishment of debt		$ (18,596)
Loss on inventory write off	$ (38,071)
Impairment of intangible asset	(15,703,617)
Interest expense	(515,803)	$ (292,835)
Derivative Expense	(2,665,988)	(327,964)
Amortization of debt offering costs	(111,794)	(168,053)
Loss on conversions	(309,422)	(183,907)
Amortization of debt discount	(4,384,709)	(3,070,714)
Change in fair value of embedded derivative liability	2,935,450	(280,405)
Total Other Income / (Expense)	$ (20,616,943)	$ (4,240,654)
Provision for Income Taxes
Net Income (Loss)	$ (26,158,686)	$ (9,863,929)
Net Loss Per Share - Basic and Diluted	$ (0.08)	$ (0.03)
Weighted average number of shares outstanding during the year Basic and Diluted	346,934,763	341,970,037

Shareholders Equity

Shareholders Equity - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Retained Earnings / Accumulated Deficit	Deferred Compensation	Treasury Stock	Total
Beginning Balance, Shares at Dec. 31, 2013
Beginning Balance, Value at Dec. 31, 2013				$ (27,272,416)			$ 14,103,036
Convertible debt and accrued interest conversion into common stock, Shares		$ 48,998,342
Convertible debt and accrued interest conversion into common stock, Value		$ 31,255	$ 3,416,119				3,421,019
Common stock issued for services, Shares		3,150,000
Common stock issued for services, Value		$ 315	677,715				678,030
Common stock issued in exchange for assets, Stock		15,000,000
Common stock issued in exchange for assetts, Value		$ 1,500	$ 152,500				$ 1,514,000
Common stock issued to settle payables, Shares		1,000,000
Common stock issued to settle payables, Value		100	89,900				90,000
Return of shares, Shares		$ (4,250,000)
Return of shares, Value		$ (425)				$ 425
Loss on debt extinguishment			$ 18,595				$ 18,596
Reclassification of derivative liability associated with convertible debt			2,355,376				2,355,376
Defered compensation realized					$ 50,000		50,000
Stock options issued for services			190,656				190,656
Net loss				(9,863,292)			(9,863,292)
Ending Balance, Shares at Dec. 31, 2014		373,442,040
Ending Balance, Value at Dec. 31, 2014		$ 37,645	50,176,714	(37,136,982)		$ 519,575	12,557,802
Convertible debt and accrued interest conversion into common stock, Shares		154,673,471
Convertible debt and accrued interest conversion into common stock, Value		$ 3,733	2,917,087				2,918,634
Common stock issued for services, Shares		9,195,182
Common stock issued for services, Value		$ 92	294,456				$ 294,548
Common stock issued in exchange for assets, Stock
Common stock issued in exchange for assetts, Value
Common stock issued to settle payables, Shares
Common stock issued to settle payables, Value
Return of shares, Shares		$ (120,000,000)
Return of shares, Value		$ (1,200)					$ 1,200
Loss on debt extinguishment							(101,201)
Reclassification of derivative liability associated with convertible debt			$ 4,453,863				$ 4,453,863
Defered compensation realized
Stock options issued for services
Exchange of line of credit into common stock, Shares		5,000,000
Exchange of line of credit into common stock, Value		$ 50	$ 149,950				$ 150,000
Forgiveness of debt			26,451				26,451
Net loss				(26,158,686)			(26,158,686)
Ending Balance, Shares at Dec. 31, 2015		422,310,693
Ending Balance, Value at Dec. 31, 2015		$ 38,134	$ 58,052,946	$ (63,295,668)			$ (5,757,388)

Shareholders Equity (Parentheti

Shareholders Equity (Parenthetical) - shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Minimum
Common Stock Issued for Services	.1	.19
Common stock issued in exchange of for assets	.1
Maximum
Common Stock Issued for Services	.12	.37
Common stock issued in exchange of for assets	.12

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Cash Flows From Operating Activities:
Net Loss	$ (26,158,686)	$ (9,863,929)
Adjustments to reconcile net loss to net cash used in operations
Depreciation/Amortization	79,064	83,423
Stock and stock options issued for services	$ 343,862	868,686
Gain on settlement of accounts payable through issuance of common stock		(64,320)
Loss on debt conversion settled through the issuance of stock	$ (75,755)	183,907
Amortization of intangible assets	$ 1,054,360	1,017,359
Amortization of stock based compensation		50,000
Amortization of original issue discount		178,424
Amortization of debt offering costs	$ 113,632	88,053
Amortization of debt discount	4,394,709	2,892,289
Impairment of intangible asset	15,703,617
Change in fair value of derivative liability	(2,935,450)	280,405
Loss on debt extinguishment	(101,201)	18,596
Derivative Expense	$ 2,665,988	327,964
Warrants issued for services treated as derivative liabilities		$ 11,976
Changes in operating assets and liabilities:
(Increase)/Decrease in inventory	$ 38,071
(Increase)/Decrease in prepaid expenses	(14,474)	$ 34,862
Increase/(Decrease) accounts payable	944,240	647,710
Increase/(Decrease) in accrued expenses	265,565	288,409
Net Cash Used In Operating Activities	$ (3,682,458)	(2,956,186)
Cash Flows From Investing Activities:
Cash paid in connection with acquisition of assets and intellectual property		(550,000)
Purchase of property equipment	$ (21,130)	(17,002)
Net Cash Used In Investing Activities	(21,130)	(567,002)
Cash Flows From Financing Activities:
Proceeds from stockholder loans / lines of credit	268,245	153,000
Repayment from stockholder loans / lines of credit	(536,000)	(35,000)
Repayment of convertible note	(968,315)	(28,340)
Proceeds from issuance of convertible note, less offering costs and OID costs paid	5,114,975	$ 3,302,500
Proceeds from note payable	170,000
Repayment of note payable	(170,000)
Net Cash Provided by Financing Activities	3,878,905	$ 3,392,160
Net Decrease in Cash	175,317	(131,031)
Cash at Beginning of Period	35,747	166,778
Cash at End of Period	$ 211,064	$ 35,747
Supplemental disclosure of cash flow information:
Cash paid for interest
Cash paid for taxes
Supplemental disclosure of non-cash investing and financing activities:
Shares issued in conversion of convertible debt and accrued interest	$ 2,918,633	$ 3,236,092
Shares issued in connection with assets and intellectual property		1,514,000
Conversion of common to preferred stock	$ 1,200
Debt discount recorded on convertible and unsecured debt accounted for as a derivative liability	5,199,168	$ 3,084,057
Original issuance discounts	142,689	115,334
Debt issuance cost	133,125	180,388
Settlement of accounts payable through issuance of common stock	$ 304,085	$ 90,000

Summary of Significant Accounti

Summary of Significant Accounting Policies and Organization	12 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
Summary of Significant Accounting Policies and Organization	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. (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 December 31, 2015 and 2014, 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 . (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 December 31, 2015 and 2014. (G) Revenue Recognition The Company recognized revenue on arrangements in accordance with FASB Codification Topic 605, “Revenue Recognition” (H) Advertising Costs Advertising costs are expensed as incurred and include the costs of public relations activities. These costs are included in consulting and general and administrative expenses and totaled $485 and $4,630 for the year ended December 31, 2015 and 2014, respectively. (I) Inventories Inventory consists primarily of finished goods and is valued at the lower of cost or market. Cost is determined using the weighted average method and average cost is recomputed after each inventory purchase or sale. Inventory is periodically reviewed in order to identify obsolete or damaged inventory and impaired values. For the year ended December 31, 2015, the inventory was impaired and valued at $0. (J) Identifiable Intangible Assets ASC 350 prescribes a two-step process for impairment testing of goodwill and intangibles with indefinite lives, which is performed annually, as well as when an event triggering impairment may have occurred. ASC 350 also allows preparers to qualitatively assess goodwill impairment through a screening process which would permit companies to forgo Step 1 of their annual goodwill impairment process. This qualitative screening process will hereinafter be referred to as "Step 0". Goodwill and intangible assets deemed to have an indefinite life are tested for impairment on an annual basis, or earlier when events or changes in circumstances suggest the carrying amount may not be fully recoverable. The Company has elected to perform its annual assessment on $16,796,237 of intangible assets. For the year ended December 31, 2015, $15,703,616 impairment loss has been recorded due to a change in business model, this being significantly impacted by the impairment of Liquid Spins assets, as digital music sales are no longer relevant in today’s market for the following assets: Cost , net Impairment Loss Balance as of December 31, 2015 Trademarks $ 7,500,000 $ (6,630,419 ) 869,581 Distribution rights 7,372,561 (7,372,561 ) — Licensing Rights 1,923,401 (1,700,393 ) 223,008 Other 275 (243 ) 32 $ 16,796,237 (15,703,616 ) 1,092,621 As of December 31, 2015 and December 31, 2014, $869,581 and $7,500,000, respectively, of costs related to registering a trademark and acquiring technology rights[audio technology known as Max Audio Technology (MAXD)] have been capitalized. It has been determined that the trademark and technology rights have an indefinite useful life and are not subject to amortization. However, the trademark and technology rights will be reviewed for impairment annually or more frequently if impairment indicators arise. As a result of this review, the Company recorded an impairment loss of $6,630,419 that is recorded as impairment loss on intangible asset. On November 15, 2012, the Company acquired the rights to assets and audio technology known as Liquid Spins, Inc. through a share exchange, whereby the Company issued 24,752,475 shares of common stock for their rights in Liquid Spins technology. As of December 31, 2015 and December 31, 2014, $0 and $8,338,121, respectively, of costs related to this intangible remain capitalized. The technology was placed in service on August 23, 2013 with a useful life of 10 years. During 2015, the Company the reviewed the intangible asset for impairment and determined that certain items had been impaired due to obsolescence. As a result of this review, the Company recorded an impairment loss of $7,372,562 that is recorded as impairment loss on intangible asset. On May 19, 2014, the Company entered into an agreement with VSL Communications to acquire the rights to intellectual property titled “Optimized Data Transmission System and Method” (“ODT”) through a cash payment of $500,000 in addition to a share issuance, whereby the Company issued 10,000,000 shares of common stock, valued at $1,000,000 ($0.10/share). In exchange, the Company received a perpetual, exclusive, worldwide license to the ODT technology for all fields of use. In addition, the Company issued 1,000,000 shares of common stock, valued at $120,000 ($0.12/share), as compensation for the introduction and identification of a seller based on the agreement dated April 10, 2014. As of December 31, 2015 and December 31, 2014, $187,830 and $1,620,000, respectively, of costs related to the “ODT” intangible asset remains capitalized. The technology will be reviewed for impairment annually or more frequently if impairment indicators arise. In connection with this agreement, the Company is obligated to make an additional five (5) payments totaling $1,000,000 to be made every 30 days, with the thirty (30) day periods to be waived if fund raising occurs on an anticipated faster time line. The payments of additional cash are contingent on the following funding criteria: ● The Company shall pay set increments of cash based on a percentage of gross funds received through funds raised. ● The Company shall pay 20% of such monies as soon as they are received. In connection with funds raised through December 31, 2015, the Company recorded a liability and expensed $909,287 as royalty cost, related to the 20% fee, as of December 31, 2015, $30,000, has been paid. The remaining liability as of December 31, 2015, is $873,622 and is included in accounts payable. The Company shall act as the exclusive agent to facilitate and negotiate any opportunities on behalf of ODT to Companies, Organizations and other qualified entities. Upon any closing, ODT shall receive 50% of gross dollars and the Company shall receive the other 50% at the time of a completion of any transaction opportunity, including legal settlements after subtracting applicable contingent legal fees. The term of the agreement is for the life of the acquired intellectual property. As a result of this review, the Company recorded an impairment loss of $6,630,419 on intangible asset $1,432,170. 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, a subsidiary of VSL. The patent infringement complaint was brought in U.S. District Court for the District of Delaware and the trade secret suit was filed in Superior Court of California, County of Santa Clara. The lawsuits contend 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 complaints allege that soon after the two companies initiated negotiations, Google began implementing Vedanti's technology into its own WebM/VP8 video codec without informing Vedanti, and without compensating Vedanti for its use. Plaintiffs are seeking a permanent injunction against Google, compensatory damages, as well as treble damages. As exclusive agent to VSL to enforce all rights with respect to the subject technology, the Company has hired Grant &Eisenhofer, PA to represent the Company and VSL in the suits. These cases will be vigorously prosecuted and the Company believes it has a good likelihood of success. On May 22, 2014, the Company entered into a five (5) year agreement to acquire the rights to intellectual property titled “Engineered Architecture” (“EA Technology”) through a cash payment of $50,000 in addition to a share issuance, whereby the Company issued 4,000,000 shares of common stock, valued at $394,000 ($0.0985/share). In exchange, the Companyreceived for the term of the agreement, the exclusive worldwide right to use the EA Technology. As of December 31, 2015, $35,178 of costs related to this intangible remains capitalized. The technology will be reviewed for impairment annually or more frequently if impairment indicators arise. As a result of this review, the Company recorded an impairment loss of $268,223 on intangible asset. In connection with this agreement, the Company is obligated to make an additional five (5) payments totaling $500,000 to be made every 30 days, with the thirty (30) day periods to be waived if fund raising occurs on an anticipated faster time line. The payments of additional cash are contingent on the following funding criteria: ● The Company shall pay set increments of cash based on a percentage of gross funds received through funds raised. ● The Company shall pay 10% of such monies as soon as they are received. In connection with funds raised through December 31, 2015, the Company recorded a liability and expensed $454,643 as royalty cost, related to the 10% fee, as of December 31, 2015, $40,000 has been paid. The remaining liability as of December 31, 2015, is $421,811 and is included in accounts payable. The Company shall act as the exclusive agent to facilitate and negotiate any opportunities on behalf of EA Technology to Companies, Organizations and other qualified entities. Upon any closing, EA shall receive 50% of gross dollars and the Company shall receive the other 50% at the time of a completion of any transaction opportunity, including legal settlements after subtracting applicable contingent legal fees. In the event the Company sublicenses EA to other entities, profits shall be split evenly 50%/50%. (K) Impairment of Long-Lived Assets and Intangible Assets with Definite Life 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 eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. The Company recorded $15,703,617 and $0 in impairment of the intangible asset for the years ended December 31, 2015 and 2014, respectively (See Note 1J). (L) Loss Per Share In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” The computation of basic and diluted loss per share for the years ended December 31, 2015 and 2014 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: December 31, 2015 December 31, 2014 Stock Warrants (Exercise price - $0.25 - $.52/share) — 6,500000 Stock Options (Exercise price - $0.10 - $.50/share) — 15,566,652 Convertible Debt (Exercise price - $0.07 - $.0817/share) 488,982,700 81,671,783 Series A Convertible Preferred Shares ($0.0/share) 125,000,000 — Total 613,982,700 103,740,435 (M) 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 todifferences 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. The net deferred tax liability in the accompanying balance sheets includes the following amounts of deferred tax assets and liabilities: 2015 2014 Deferred tax liability: $- $- Deferred tax asset Temporary differences (3,255,400) 511,951 Net Operating Loss Carryforward 8,159,704 5,394,804 Valuation allowance (4,904,304 ) (5,906,755 ) Net deferred tax asset — — Net deferred tax liability $ — $ — The provision for income taxes has been computed as follows: 2015 2014 Expected income tax recovery (expense) at the statuary rate of 34% $ 8,893,954 $ 3,353,736 Tax effect of expenses that are not deductible for income tax purposes (net of other amounts deductible for tax purposes) (6,033 ) (19,120 ) Tax effect of differences in the timing of deductibility of items for income tax purposes: (9,890,372 ) (4,969,738 ) Utilization of non-capital tax losses to offset current taxable income — — Change in valuation allowance 1,002,451 1,635,122 Provision for income taxes $ — $ — The valuation allowance was established to reduce the deferred tax asset to the amount that will more likely than not be realized. This is necessary due to the Company’s continued operating losses and the uncertainty of the Company’s ability to offset future taxable income through 2034. The net change in the valuation allowance for the year ended December 31, 2015 and 2014 was an decrease of $(1,002,451) and $1,635,122, respectively. The components of income tax expense related to continuing operations are as follows: 2015 2014 Federal Current $ — $ — Deferred — — $ — $ — State and Local Current $ — $ — Deferred — — $ — $ — The Company's federal income tax returns are no longer subject to examination by the IRS for the years prior to 2011, and the related state income tax returns are no longer subject to examination by state authorities for the years prior to 2010. (N) Business Segments The Company operates in one segment and therefore segment information is not presented. (N) Recent Accounting Pronouncements All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. (P) Fair Value of Financial Instruments The carrying amounts on the Company’s financial instruments including prepaid expenses, accounts payable, accrued expenses, derivative liability, convertible note payable, and loan payable - related party, 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 December 31, 2015 and December 31, 2014, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): December 31, 2015 December 31, 2014 Fair Value Measurement Using Fair Value Measurement Using Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Derivative Liabilities — 3,684,184 — 3,684,184 — 3,234,792 — 3,234,792 Intangible Assets — 1,092,621 — 1,092,621 — 17,850,595 — 17,850,595 (Q) 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 on the basis of 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 particular grant as defined in the FASB Accounting Standards Codification. (R) 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. (S) 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. (T) 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. (U) 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. (V) Licensing & Distribution On June 20, 2015, the Company entered into a license agreement with Santok LTD of United Kingdom (“Santok). The term of the agreement is three years. Santok will pay the Company a royalty fee of $1.50 for each licensed product. Santok guarantees to the Company a minimum total of 150,000 cumulative licensed product installation with a minimum total guaranteed value of $225,000 over the three years of the agreement. If the total royalty paid is less than the guaranteed value, Santok will pay the difference. On July 13, 2015, the Company entered into a license agreement with Luna Mobile, Inc. of United States (“Luna). The term of the agreement is three years. Luna will pay the Company a royalty fee of $1.50 for each licensed product manufactured and sold.

Going Concern

Going Concern	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Going Concern	NOTE 2 GOING CONCERN As reflected in the accompanying audited financial statements, the Company had a net loss of $26,158,686 for the year ended December 31, 2015, has an accumulated deficit of $63,295,031 as of December 31, 2015, and has negative cash flow from operations of $3,682,458 for the year ended December 31, 2015. 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, 2014 was not sufficient to meet the cash requirements to fund planned operations through December 31, 2015 without additional sources of cash. 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.

Debt

Debt	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Debt	NOTE 3 DEBT AND ACCOUNTS PAYABLE Debt consists of the following: As of December 31, 2015 As of December 31, 2014 Line of credit - related party $ 473 $ 268,227 Convertible debt 4,634,852 3,028,418 Less: debt discount (2,658,213 ) (1,691,065 ) Convertible debt - net 1,976,639 1,337,353 Total current debt 1,977,112 $ 1,605,580 (A) Line of credit – related party Line of credit with the principal stockholder consisted of the following activity and terms: Principal Interest Rate Maturity Balance - December 31, 2014 $ 268,227 Borrowings during the year ended December 31, 2015 264,000 4 % September 26, 2016 Interest accrual 4,246 Repayments (536,000 ) Balance - December 31, 2015 $ 473 4 % September 26, 2016 Accounts payable consists of the following : As of December 31, 2015 As of December 31, 2014 Accounts Payable $ 1,393,074 $ 656,308 Total accounts payable $ 1,393,074 $ 656,308 Accounts payable for the year ended included royalty payments due to VSL agreement entered into on August 11, 2014 in the amount of $873,621 and EA Technology agreement entered into on May 22, 2014 in the amount of $ 421,811 for a total payable of $1,295,432 See Note 1 (J). (B) Loan Payable – Related Party On September 17, 2015, the Company received $170,000 from a related party. Pursuant to the terms of the note, the note is bearing an original issuance discount in the amount of $10,000 and is due on or before October 31, 2015. As of December 31, 2015, the balance of the note was repaid and remaining balance is $0. (C) Convertible Debt During the year ended December 31, 2015 and December 31, 2014, the Company issued convertible notes totaling $5,390,789and $3,475,334, respectively. On October 7, 2015, the Company issued 1,000,000 warrants in connection with the entry into certain convertible debenture agreements. Warrant vests immediately and expire on October 7, 2018 with an exercise price of $0.12. On October 26, 2015, the Company issued 1,000,000 warrants in connection with the entry into certain convertible debenture agreements. Warrant vests immediately and expire on October 26, 2018 with an exercise price of $0.12. The Convertible notes issued for year ended December 31, 2015 and year ended December 31, 2014, consist of the following terms: Year ended Year ended December 31, 2015 December 31, 2014 Amount of Amount of Principal Raised Principal Raised Interest Rate 0% - 10% 2.5% - 10% Default interest rate 14% - 22% 14% - 22% Maturity February 26, 2015 - November 23, 2017 February 26, 2015 - June 18, 2016 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. 2,104,000 253,500 Conversion terms 2 65% 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. 420,410 1,006,500 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. 111,111 — Conversion terms 4 70% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the twenty (20) trading day period prior to the conversion. — 79,886 Conversion terms 5 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. 787,778 1,553,332 Conversion terms 6 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. 35,000 — Conversion terms 7 Conversion at $0.10 per share 135,200 135,200 Conversion terms 8 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. 282,000 — Conversion terms 9 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. 390,778 — Conversion terms 10 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. 150,250 — Conversion terms 11 65% 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. 218,325 — Convertible Debt 4,634,852 3,028,418 Less: Debt Discount (2,658,213 ) (1,691,065 ) Convertible Debt - net $ 1,976,639 $ 1,337,353 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, 2015, the Company converted debt and accrued interest, totaling $2,918,633 into 154,673,471 shares of common stock. During the year ended December 31, 2014, the Company converted debt and accrued interest, totaling $3,421,019 into 48,998,342 shares of common stock. Conversions of debt to equity occurring after the maturity date and penalties incurred resulted in a loss on settlement of $183,907. Convertible debt consist ed of the following activity and terms: Convertible Debt Balance as of December 31, 2013 2,518,744 2.5% - 10% February 2, 2014 - December 29, 2014 Borrowings during the year ended December 31, 2014 3,475,334 2.5% - 10% February 26, 2015 - June 18, 2016 Non-Cash Reclassification of accounts payable to debt and addition of penalties 76,094 Non-Cash Reclassification of accrued interest converted 255,232 Repayments (28,340 ) Conversion of debt to into 48,998,342 shares of common stock with a valuation of $3,421,019 ($0.09 - $0.27/share) including the accrued interest of $255,232 and penalties/loss on conversions of $183,911 (3,268,646 ) Convertible Debt Balance as of December 31, 2014 3,028,418 4% - 10% February 26, 2015 - June 18, 2016 Borrowings during the year ended December 31, 2015 5,390,789 8% - 10% Non-Cash Reclassification of accrued interest converted 131,640 Repayments (968,315 ) Conversion of debt to into 154,673,471 shares of common stock with a valuation of $2,918,633 ($0.017 - $0.042/share) including the accrued interest of $131,640 (2,918,612 ) Forgiveness of Debt (29,068 ) Convertible Debt Balance as of December 31, 2015 4,634,852 4% - 10% February 26, 2015 - November 23, 2017 (D) Debt Issue Costs During the year ended December 31, 2015, the Company paid debt issue costs totaling $133,125. During the year ended December 31, 2014, the Company paid d The following is a summary of the Company’s debt issue costs: Year Ended Year Ended December 31, 2014 Debt issue costs $ 163,375 238,054 Accumulated amortization of debt issue costs (126,676 ) (212,901 ) Debt issue costs - net $ 36,699 25,156 During the year ended December 31, 2015 and 2014 the Company amortized $111,794 and $88,053 of debt issue costs, respectively. (E) Debt Discount & Original Issue Discount During the year ended December 31, 2015 and December 31, 2014, the Company recorded debt discounts totaling $5,323,857 and $3,199,391, respectively. The debt discount and the original issue discount recorded in 2015 and 2014 pertains to convertible debt that contains embedded conversion options that are required to bifurcated and reported at fair value and original issue discounts. The Company amortized $4,384,709 and $3,070,714 during the years ended December 31, 2015 and 2014, respectively, to amortization of debt discount expense. Year Ended December 31, 2015 Year Ended December 31, 2014 Debt discount $ 7,042,922 4,852,935 Accumulated amortization of debt discount (4,384,709 ) (3,161,870 ) Debt discount - Net $ 2,658,213 1,691,065

Derivative Liabilities

Derivative Liabilities	12 Months Ended
	Dec. 31, 2015
Derivative Liability [Abstract]
Derivative Liabilities	NOTE 4 DERIVATIVE LIABILITIES The Company identified conversion features embedded within convertible debt issued in 2014 and 2013 and warrants issued in 2014 and 2013. 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, 2012 $ 1,166,286 Fair value at the commitment date for convertible instruments 3,839,539 Fair value at the commitment date for warrants issued 43,809 Change in fair value of embedded derivative liability for warrants issued (4,384 ) Change in fair value of embedded derivative liability for convertible instruments (996,754 ) Reclassification to additional paid in capital for financial instruments that ceased to be a derivative liability (2,162,726 ) Derivative Liability - December 31, 2013 1,885,770 Fair value at the commitment date for convertible instruments 3,412,020 Fair value at the commitment date for warrants issued 11,973 Change in fair value of embedded derivative liability for warrants issued (41,470 ) Change in fair value of embedded derivative liability for convertible instruments 321,875 Reclassification to additional paid in capital for financial instruments that ceased to be a derivative liability (2,355,376 ) Derivative Liability - December 31, 2014 $ 3,234,792 Max Sound Corporation Note to Financial Statements As of December 31, 2014 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 also recorded the value of the warrants issued for services as derivative expense for the year ended December 31, 2014. The Company recorded a derivative expense for the year ended December 31, 2014 and 2013 of $327,964 and $442,412, 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 December 31, 2014: Commitment Date Re-measurement Date Expected dividends: 0 % 0 % Expected volatility: 109% - 304% 120% - 140% Expected term: 0.44 - 3 Years 0.16 - 2.9 Years Risk free interest rate: 0.06% - 0.94% 0.12% - 1.10% 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, 2013: Commitment Date Re-measurement Date Expected dividends: 0 % 0 % Expected volatility: 118.99% - 303.64% 120.24% - 299.6% Expected term: 0.75 - 3 Years 0.002 - 2.82 Years Risk free interest rate: 0.15% - 0.17% 0.11% - 0.17%

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Property and Equipment	NOTE 5 PROPERTY AND EQUIPMENT At December 31, 2015 and December 31, 2014, respectively, property and equipment is as follows: December 31, 2015 December 31, 2014 Website Development $ 294,795 $ 294,795 Furniture and Equipment 112,220 99,881 Leasehold Improvements 6,573 6,573 Software 53,897 53,897 Music Equipment 2,578 2,247 Office Equipment 80,110 71,652 Domain Name 1,500 1,500 Sign 628 628 Total 552,301 531,173 Less: accumulated depreciation and amortization (421,340 ) (342,277 ) Property and Equipment, Net $ 130,961 $ 188,896 Depreciation/amortization expense for the years ended December 31, 2015 and 2014 totaled $79,064 and $83,423, respectively.

Stockholders Equity

Stockholders Equity	12 Months Ended
	Dec. 31, 2015
Stockholders' Equity
Stockholders Equity	NOTE 6 STOCKHOLDERS’ EQUITY On March 4, 2015, the Company with the consent of the Majority Shareholder and Unanimous Written Consent of the Board of Directors created and authorized the issuance of Series A Convertible Preferred stock, with a par value of $0.00001 per share. The face amount of state value of each Preferred Share of stock is $0.96. On June 24, 2015, 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 120,000,000 shares of common stock from 450,000,000 million shares of common stock to 570,000,000 shares of common stock. On August 19, 2015, 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 280,000,000 shares of com mon stock from 570,000,000 million shares of common stock to 850,000,000 shares of common stock. On January 13, 2016, 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 800,000,000 shares of common stock from 850,000,000 million shares of common stock to 1,650,000,000 shares of common stock. (A) Common Stock During the year ended December 31, 2015, the Company issued the following common stock: Transaction Type Quantity Valuation Range of Value per share Conversion of convertible debt and accrued interest 154,673,471 $ 2,918,633 $0.009 - $0.042 Services - rendered 9,195,182 390,624 $0.12-$0.07 Return of shares (120,000,000 ) (1,200) $ 0.000010 Conversion of line of credit in common stock 5,000,000 148,500 $ 0.03 Total shares issued 48,868,653 $ 3,361,981 During the year ended December 31, 2014, the Company issued the following common stock: Transaction Type Quantity Valuation Range of Value per share Conversion of convertible debt and accrued interest 48,998,342 $ 3,421,019 $ $0.02715 - $0.14175 Services - rendered 3,150,000 678,030 $ 0.093-$0.365 Acquisition of intangibles 15,000,000 1,514,000 $ 0.0985-0.12 Return of shares (4,250,000 ) — $ — Settlement of accounts payable 1,000,000 900,000 $ 0.09 Total shares issued 63,898,342 $ 5,703,049 The following is a detailed description of transactions noted above: 1. Conversion of convertible debt and accrued interest During the year ended December 31, 2015, the Co During the year ended December 31, 2014, the Company converted debt and accrued interest, totaling $3,421,019 into 48,998,342 shares of common stock. Conversions of debt to equity occurring after the maturity date and penalties incurred resulted in a loss on settlement of $183,911. 2. Services Rendered During the year ended December 31, 2015, the Company issued 200,000 shares of common stock having a fair value of $14,000 ($0.070/sh.) in exchange for consulting services. During the year ended December 31, 2015, the Company issued 200,000 shares of common stock having a fair value of $10,000 ($0.050/sh.) in exchange for consulting services. During the year ended December 31, 2015, the Company issued 2,246,858 shares of common stock having a fair value of $53,925 ($0.012/sh.) in exchange for consulting services. During the year ended December 31, 2015, the Company issued 200,000 shares of common stock having a fair value of $8,000 ($0.040/sh.) in exchange for consulting services. On December 21, 2015, the Company issued 100,000 shares of common stock having a fair value of $2,000 ($0.020/sh.) in exchange for consulting services. On November 23, 2015, the Company issued 200,000 shares of common stock having a fair value of $6,000 ($0.030/sh.) in exchange for consulting services. On September l1, 2015, the Company issued 1,000,000 shares of common stock to employee having a fair value of $23,800 ($0.024/sh.) in exchange for services. On September 10, 2015, the Company issued 2,048,324 shares of common stock having a fair value of $62,679($0.031/sh.) in exchange for legal services of 138,433. This resulted in a gain on settlement of $75,954. On May 4, 2015, the Company issued 200,000 shares of common stock having a fair value of $10,700 ($0.054/sh) in exchange for consulting services. On April 1, 2015, the Company issued 150,000 shares of common stock having a fair value of $4,455 ($0.0284/sh) in exchange for consulting services. On April 1, 2015, the Company issued 150,000 shares of common stock having a fair value of $4,455 ($0.0284/sh) in exchange for consulting services. On April 1, 2015, the Company issued 300,000 shares of common stock having a fair value of $8,910 ($0.0284/sh) in exchange for consulting services. On March 1, 2015, the Company issued 375,000 shares of common stock to employees having a fair value of $20,725 ($0.040 – 0.063) in exchange for services. On February 28, 2015, the Company entered into a services agreement. In connection with this agreement, the consultant will receive 700,000 shares of fully vested common stock. During the year ended December 31, 2014, the Company issued 1,250,000 shares of common stock valued at $386,250 in connection with employment agreements entered into (See Note 9 (A). On January 15, 2013, the Company entered into an agreement for legal services, pursuant to which the Company will pay $2,000 and issue 50,000 shares of fully vested common stock for the preparation, filing costs and fees of each provisional and regular patent application. Through December 31, 2014, a total of 44 applications have been filed. In connection with this agreement: During the year ended December 31, 2014, the Company issued 800,000 shares of fully vested common stock for services having a fair value of $131,500 ($0.11 - $0.168/share). On March 17, 2014, the Company entered into an advisory board agreement for a period of three years. In consideration for these services, during the year ended December 31, 2014, the Consultant was granted 100,000 shares of fully vested common stock valued at $9,300 ($0.09/share). (See note 7(B)). On April 4, 2014, the Company entered into consulting services agreement. In consideration for these services, during the year ended December 31, 2014, the Consultant was granted 200,000 shares of fully vested common stock valued at $21,980 ($0.11/share). (See note 7(B)). During the year ended December 31, 2014, the Company entered into a consulting services agreement related to marketing and the creation of Company awareness. In connection with this agreement, the consultant shall be paid $20,000 and was issued 200,000 fully vested shares of common stock valued at $31,000 ($0.16/share). (See note 7(B)). On August 6, 2014, the Company entered into an advisory board agreement for a period of three years. In consideration for these services, during the year ended December 31, 2014, the Consultant was granted 100,000 fully vested shares of common stock valued at $16,500 ($0.17/share). (See note 7(B)). On September 23, 2014, the Company entered into service agreement for a period of two years with the Company’s transfer agent. In consideration for these services, during the year ended December 31, 2014, 300,000 shares of fully vested common stock valued at $49,500 ($0.17/share) were granted and expensed. On September 10, 2014, the Company entered into an advisory board agreement. In consideration for these services, during the year ended December 31, 2014, the Consultant was granted 100,000 shares of fully vested common stock valued at $16,000 ($0.16/share). (See note 7(B)). On July 29, 2014, the Company entered into an investor relations agreement. In connection with this agreement, the Company is to issue 100,000 shares of common stock monthly and $5,500 in monthly fees. As of December 31, 2014, the agreement was terminated. In total, the consultant was issued 100,000 shares of fully vested common stock valued at $16,000 ($0.16/share) and was paid $5,500. (See note 7(B)). 3. Return of Shares and Issuance of Preferred shares 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. The Series A Convertible Preferred Stock carries certain voting preferences and will 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 year ended December 31, 2015, the Company has not declared dividends. 4. Conversion of line of credit into Common shares On April 1, 2015, the principal stockholder converted $150,000 of the line of credit owed into 5,000,000 shares of common stock at $0.03 per share. During the year December 31, 2014, the Company issued 15,000,000 common shares in connection with license agreements entered into and intangibles acquired. See Note 1(I) 6. Settlement of accounts payable During the year ended December 31, 2014, the Company settled accounts payable totaling $154,320 through the issuance of 1,000,000 common shares with a valuation of $90,000. The Company recognizes a gain on settlement of $64,320. (B) Stock Warrants On October 7, 2015, the Company issued 1,000,000 warrants in connection with the entry into certain convertible debenture agreements. Warrant vests immediately and expires on October 7, 2018 with an exercise price of $0.12. On October 26, 2015, the Company issued 1,000,000 warrants in connection with the entry into certain convertible debenture agreements. Warrant vests immediately and expires on October 26, 2018 with an exercise price of $0.12. During the year ended December 31, 2014, the Company issued 750,000 warrants in connection with the entry into certain convertible debenture agreements. Each warrant vests immediately and expire February 26, 2017 – August 12, 2017 with an exercise price of $0.40. The following tables summ arize all warrant grants as of December 31, 2015 and 2014, 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, 2013 3,135,000 $ 0.25 2.2 Granted 950,000 $ 0.34 Exercised — $ — Cancelled/Forfeited (335,000 ) $ 0.10 Balance, December 31, 2014 3,750,000 $ 0.25 1.7 Granted 2,000,000 $ — Exercised — $ — Cancelled/Forfeited (200,000 ) $ — Balance, December 31, 2015 5,550,000 $ 0.25 1.5 A summary of all outstanding and exercisable warrants as of December 31, 2015 is as follows: Weighted Average Exercise Warrants Warrants Remaining Aggregate Price Outstanding Exercisable Contractual Life Intrinsic Value $ 0.10 200,000 200,000 1.90 $ — $ 0.12 2,000,000 2,000,000 2.77 $ — $ 0.40 2,850,000 2,850,000 0.73 $ — $ 0.45 500,000 500,000 — $ — 5,550,000 5,550,000 1.5 years $ — A summary of all outstanding and exercisable warrants as of December 31, 2014 is as follows: Exercise Price Warrants Warrants Exercisable Weighted Average Remaining Contractual Life Aggregate Intrinsic Value $ 0.10 200,000 200,000 2.90 $ — $ 0.25 200,000 200,000 0.44 $ — $ 0.40 2,850,000 2,850,000 1.73 $ — $ 0.45 500,000 500,000 1.00 $ — 3,750,000 3,750,000 1.7 years $ — (C) Stock Options The following tables summarize all option grants as of December 31, 2015, and the related changes during these periods are presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding - December 31, 2013 12,700,000 0 2 Granted 2,866,652 $ 0.10 3.00 Exercised — — — Forfeited or Canceled — — — Outstanding - December 31, 2014 15,566,652 0.13 1.32 Granted — — — Exercised — — — Forfeited or Canceled — — — Outstanding - December 31, 2015 15,566,652 0.13 0.32 Exercisable - December 31, 2015 15,566,652

Commitments

Commitments	12 Months Ended
	Dec. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
Commitments	NOTE 7 COMMITMENTS (A) Employment Agreement On September 11, 2015, the Company executed an employment agreement with an employee. The term of the agreement is for three years. As compensation for services, the employee will receive a monthly compensation of $12,000. In addition, the employee will receive up to 2,000,000 shares of common stock. The first 1,000,000 shares will be paid upon execution of Agreement. For the year ended December 31, 2015, the Company recorded $23,800 in expense for 1,000,000 shares of common stock at ($0.024/share) based on the trading price. The second 1,000,000 shares will be paid in month 13 of the agreement in lieu of the $12,000 that would be paid in that month. For the year ended December 31, 2015, the Company recorded $23,800 in stock based compensation payable for 1,000,000 shares of common stock at ($0.024/share) based on the trading price. (B) Consulting Agreement On June 11, 2015, the Company entered into a consulting services agreement with two consultants. The agreement will continue until September 10, 2015. In connection with this agreement, the consultant shall be paid $6,000 per month and receive up to 100,000 shares of common stock each upon completion, submission and approval of the first stage of working APP. An additional 100,000 shares will be issued upon the completion, submission and approval of the second stage working APP. As of December 31, 2015, the Company recorded $2,000 in stock based compensation for 100,000 shares of common stock at ($0.02/share) based on the trading price. No additional shares will be issued to the consultant’s due to the non-performance of services. On May 4, 2015, the Company entered into a consulting services agreement. The agreement will remain in effect for three years. In connection with this agreement, the consultant shall be paid $7,500 per month and receive 200,000 shares of common stock upon the execution of the agreement. An additional 200,000 shares of common still will be grated within 10 days of achieving each of the following milestones, whichever comes first, up to one million shares of stock based on marketing goals. On July 2, 2015, the Company issued 200,000 shares of common stock having a fair value of $ 10,700 ($0.0535/sh) in exchange for consulting services agreement dated May 4, 2015. On January 21, 2015, the Company entered into a consulting services agreement. In connection with this agreement, the consultant shall be paid $4,000 per month and receive up to 150,000 shares of common stock payable in lots of 50,000 per month and will be issued 90 days after the date of the signing of the agreement. For year ended December 31, 2015, the Company recorded $4,455 in stock based compensation. On January 21, 2015, the Company entered into a consulting services agreement. In connection with this agreement, the consultant shall be paid $4,000 per month and receive up to 150,000 shares of common stock payable in lots of 50,000 per month and will be issued 90 days after the date of the signing of the agreement. For the year ended December 31, 2015, the Company recorded $4,455 in stock based compensation. On March 17, 2015, the Company entered into a services agreement. In connection with this agreement, the consultant will receive 300,000 shares of fully vested common stock, payable in lots of 100,000 shares of common stock per month and 5,000 per month. The agreement will continue until June 17, 2015. For year ended December 31, 2015, the Company recorded $8,910 in stock based compensation. On February 18, 2015, the Company entered into service agreement for a period of two years with the Company’s transfer agent for a period from September 23, 2014 to September 23, 2016. In consideration for these services, during the year ended December 31, 2015, 700,000 shares of fully vested common stock valued at $22,400 ($0.03/share) were granted.

Litigation

Litigation	12 Months Ended
	Dec. 31, 2015
Loss Contingency, Information about Litigation Matters [Abstract]
Litigation	NOTE 8 LITIGATION From time to time, the Company may 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 January 21, 2015, the Company filed a patent infringement action against Netflix Inc., Netflix Luxembourg S.a.r.l. and Netflix International B.V. with the District Court of Mannheim, Germany. The asserted patent is the same patent as in the German proceedings against Google Inc. and its subsidiaries. The Complaint alleges that Netflix Inc. and its subsidiaries are offering and transmitting video streams to German customers as part of their video-on-demand business model; the videosbeing encoded and transmitted in a manner claimed and protected by the patent. The Company primarily seeks a permanent injunction against the Defendants, plus damages and information regarding past infringements. The Company, upon advice of counsel, decided withdraw the litigation prior to oral argument, which withdrawal is without prejudice to re-file the lawsuit in the future. The Company intends to vigorously prosecute these various patent infringement litigations. The Company believes it has a good likelihood of success associated with these patent infringement lawsuits. However, no assurance can be given by the Company as to the ultimate outcome of these actions or its effect on the Company. The law firm is prosecuting these action on a pure contingency fee basis. On January 26, 2015, the Company was named as a defendant in an action filed in the Superior Court for the State of California and the County of Los Angeles captioned Bibicoff Family Trust v. Max Sound Corporation (Case No. SC123679). In the complaint the plaintiff alleges a cause of action for breach of contract associated with the non-payment by the Company for certain services plaintiff agreed to provide to the Company. The Company interposed a cross-complaint against plaintiffs averring causes of action for breach of contract, fraud, and negligent misrepresentation by defendants with respect to defendants’ fraudulent and intentional undisclosed inability to perform the services that plaintiffs’ agreed to perform that are the subject of this dispute The parties recently participated in a mediation and have arrived at a settlement and resolution of the matter. The parties are currently working on the terms and conditions associated with the settlement of this matter. 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. On June 11, 2015, the District Court of Mannheim announced it had scheduled the hearing in the video streaming patent case against Google and YouTube for December 8, 2015; however,at the oral argument hearing the Company, upon advice of counsel, determined that it was in the Company’s best interests to withdraw the action such that it cannot be re-filed against the same parties. The case was filed by Max Sound against Google Inc., Mountain View, USA, Google Commerce Ltd., Dublin, Ireland, Google Germany GmbH, Hamburg, Germany, and the Google subsidiary YouTube LLC, San Bruno, USA, in December 2014 because of the infringement of a video streaming patent, which is valid for the world's most important markets. Max Sound requested the German court to order Google and YouTube to stop streaming video via using the current VP8 or H.264 video codecs and to stop selling video-enabled devices like Nexus Phones and Chromecast sticks. Further requests are that information about any profits is rendered and that Google and YouTube are declared liable for damages based on patent infringement. Max Sound claims that Google and YouTube are using the technology protected by European Patent EP 2 026 277, which allows far more economically efficient transport of digital content due to greatly optimized data capacity. MaxD v. VSL, et al. This is an arbitration action brought by the Company against VSL Communications, Ltd., Vedanti Systems, Ltd., Constance Nash, Robert Newell and eTech Investments as respondents before the American Arbitration Association for breach of contract, fraud, and other causes of action. Google filed a motion to dismiss the litigation based upon the argument that that the Company’s underlying agreement with VSL did not confer on the Company legal standing to pursue the patent infringement claims against Google. On November 24, 2015 the Court granted the motion to dismiss in favor of Google. Subsequently, the Company has pursued successfully in arbitration claims against VSL to legally enforce the agreement and to compel VSL to comply with the agreement’s terms and conditions that inter alia VSL must fully cooperate with the Company to cure any issues the Court raised with standing to pursue the claims. This finding by the Court was appealed to the Federal Circuit court of Appeals on February 19, 2016. The Circuit Court docketed the appeal on February 24, 2016, and the parties will be briefing the appeal during the next several months. Attia v. Google and Flux Factory.As of December 31, 2015: Defendants had filed a demurrer to the complaint. The demurrer was pending as of December 31, 2015.Current status: On February 1, 2016, the court granted in part and denied in part the demurrer and provided plaintiff leave to amend the complaint to cure certain deficiencies. The amended complaint was filed on February 8, 2016. The case is set for scheduling conference on May 6, 2016 after which the case should proceed to the discovery phase. No assurance can be given as to the ultimate outcome of these actions or its effect on the Company.

Intangible Assets

Intangible Assets	12 Months Ended
	Dec. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	NOTE 9 INTANGIBLE ASSETS As of December 31, 2015 and December 31, 2014 the Company owns certain trademarks and technology rights. See Note 1 (I). Useful Life December 31, 2015 December 31, 2014 Distribution rights 10 Years $ 9,647,577 $ 9,647,577 Trademarks Indefinite 7,500,000 7,500,000 Licensing Rights Indefinite 2,064,000 2,064,000 Other Indefinite 275 275 Accumulated amortization (2,415,615 ) (1,361,257 ) Impairment of the distributions rights (15,703,616 ) — Net carrying value $ 1,092,621 $ 17,850,595 For the years ended December 31, 2015 and 2014, amortization expense related to the intangibles with finite lives totaled $1,054,360 and $1,017,359, respectively, and was included in general and administrative expenses in the statement of operations. The Company also recorded an impairment expense of $15,703,617 for the year ended December 31, 2015.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2015
Subsequent Events [Abstract]
Subsequent Events	NOTE 10 SUBSEQUENT EVENTS Through the filing of these financial statements, the Company converted a total of $617,975 in convertible debt comprised of principal and accrued interest into 196,355,881 common shares. On January 5, 2016, the Company increased the warrant issuance to a consultant from November 25, 2014, from 200,000 warrants to 2,000,000 warrants. The warrants vested immediately. The company will record the fair value of the warrants based on the fair value of each warrant grant estimated on the date of grant using the black – Scholes option pricing model. On January 8, 2016, the Company extended the employment agreement with its CEO, John Blaisure for an additional five years. The C ompany will issue 12,000,000 shares of Company’s common stock as part of the compensation with a fair value of $105,600 ($0.0088) based on the stock trading price. The remaining terms will remain the same in debt issue costs on and $5,000 in legal costs on January 5, 2015. On January 13, 2016, 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 800,000,000 shares of common stock from 850,000,000 million shares of common stock to 1,650,000,000 shares of common stock (See Note 6) in debt issue costs on and $5,000 in legal costs on January 5, 2015. On January 31, 2016 Mr. Lloyd Trammell submitted a notice of resignation ending employment on March 1, 2016. On February 5, 2016, the Company closed the Santa Monica office space located at 2902A Colorado Avenue Santa Monica, CA 90404 centralizing its new address of record at 8837 Villa La Jolla Drive, Unit 12109, LA JOLLA, California, 92039. On February 24, 2016, the Company entered into an agreement with Iliad Research and Trading to issue up to $143,888 in a convertible note. The note matures on February 24, 2017 and bears an interest charge of 8%. The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average of the lowest two (2) trading prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding unpaid principal amount into shares of common stock after six months. The Company received $125,000 proceeds on February 25, 2016. On February 24, 2016, the Company entered into an agreement whereby the Company will issue up to $46,316 in a convertible note. The note matures on November 23, 2016 and bears an interest charge of 8%. The conversion price equals the “Variable Conversion Price”, which is 65% of the two lowest trading prices for the common stock during the twelve (12) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding unpaid principal amount into shares of common stock after six months. The Company received $39,000 on February 25, 2016. On February 24, 2016, the Company entered into an agreement whereby the Company will issue up to $46,316 in a convertible note. The note matures on November 23, 2016 and bears an interest charge of 8%. The conversion price equals the “Variable Conversion Price”, which is 65% of the two lowest trading prices for the common stock during the twelve (12) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding unpaid principal amount into shares of common stock after six months. The proceeds of $36,864.58 were used to payoff Auctus Funds, LLC, a convertible promissory note dated August 19, 2015 with a principal balance of $55,750. The remaining balance due of $18,135 was paid by the Company on February 26, 2016. On February 26, 2016 the Company repaid $30,950 in convertible note to F&S Capital Partners USA, LLC. The note was dated September 11, 2015 with a principal balance of $30,975. On February 29, 2016, the Company has agreed to issue 2,000,000 three year warrants at an exercise price of $0.01/share of the common stock of the Company to a consultant for consulting services. On March 6, 2016, the Company entered into a revised engagement with its corporate counsel, McMenamin Law Group, for corporate legal services to be provided by legal counsel beginning July 28, 2015 through December 31, 2016, pursuant to which the Company has agreed to issue a five (5) warrant at an exercise price totaling $25,000.00 at a strike price of ($0.0029/share) per share of common stock of the Company, which share price was the closing price of the Company’s stock on March 3, 2016. In addition the Company has agreed to pay McMenamin Law Group cash consideration totaling $15,000.00 on or before March 31, 2016, or a funding of the Company, whichever occurs first. This new engagement shall replace and supersede any previous engagements or other agreements between the Company and McMenamin Law Group. On March 7, 2016, the Company entered into an agreement whereby the Company will issue up to $32,000 in a convertible note. The note matures on March 7, 2017 and bears an interest charge of 10%. The conversion price equals the “Variable Conversion Price”, which is 52% of the average two lowest trading prices for the common stock during the twelve (12) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding unpaid principal amount into shares of common stock after six months. The proceeds of $32,000 were used to payoff Oakmore Opportunity Fund I, LLP, a convertible promissory note dated July 28, 2015 with a principal balance of $37,000. The remaining balance due of $6,792 was paid by the Company on March 7, 2016. On March 10, 2016, the Company entered into an agreement with The Vechery Grandchildren's Trust to issue up to $50,000 in a convertible note. The note matures on March 10, 2017 and bears an interest charge of 8%. The conversion price equals the “Variable Conversion Price”, which is 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. The holder of the note has a right to convert all or any part of the outstanding unpaid principal amount into shares of common stock after six months. On March 11, 2016 the Company repaid $47,265 in convertible note to GW Holdings Group, LLC. The note was dated September 11, 2015 with a principal balance of $35,000. On March 14, 2016, the Company entered into an agreement with The Vechery Grandchildren's Trust to issue up to $84,000 in a convertible note. The note matures on March 14, 2017 and bears an interest charge of 8%. The conversion price equals the “Variable Conversion Price”, which is 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. The holder of the note has a right to convert all or any part of the outstanding unpaid principal amount into shares of common stock after six months. On March 14, 2016 the Company repaid $77,975 in convertible note to JSJ Investments, Inc. The note was dated September 15, 2015 with a principal balance of $50,000. On March 17, 2015, the Company entered into an agreement whereby the Company will issue up to $110,250 in a back-end convertible note. The note matures on March 17, 2016 and bears an interest charge of 8%. The conversion price equals the “Variable Conversion Price”, which is 65% of the lowest trading prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding unpaid principal amount into shares of common stock after six months. The proceeds of the note were split into two tranches. $33,000 was received by the Company on October 21, 2015 and $65000 of the proceeds were received by the Company on February 17, 2016.

Summary of Significant Accoun18

Summary of Significant Accounting Policies and Organization (Policies)	12 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
Organization and Basis of Presentation	(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.
Use of Estimates	(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.
Cash and Cash Equivalents	(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 December 31, 2015 and 2014, the Company had no cash equivalents.
Property and Equipment	(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.
Research and Development	(E) Research and Development The Company has adopted the provisions of FASB Accounting Standards Codification No. 350, Intangibles - Goodwill & Other .
Concentration of Credit Risk	(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 December 31, 2014 and 2013.
Revenue Recognition	(G) Revenue Recognition The Company recognized revenue on arrangements in accordance with FASB Codification Topic 605, “Revenue Recognition”
Advertising Costs	(H) Advertising Costs Advertising costs are expensed as incurred and include the costs of public relations activities. These costs are included in consulting and general and administrative expenses and totaled $485 and $4,630 for the year ended December 31, 2015 and 2014, respectively.
Inventories	(I) Inventories Inventory consists primarily of finished goods and is valued at the lower of cost or market. Cost is determined using the weighted average method and average cost is recomputed after each inventory purchase or sale. Inventory is periodically reviewed in order to identify obsolete or damaged inventory and impaired values. For the year ended December 31, 2015, the inventory was impaired and valued at $0.
Identifiable Intangible Assets	(J) Identifiable Intangible Assets ASC 350 prescribes a two-step process for impairment testing of goodwill and intangibles with indefinite lives, which is performed annually, as well as when an event triggering impairment may have occurred. ASC 350 also allows preparers to qualitatively assess goodwill impairment through a screening process which would permit companies to forgo Step 1 of their annual goodwill impairment process. This qualitative screening process will hereinafter be referred to as "Step 0". Goodwill and intangible assets deemed to have an indefinite life are tested for impairment on an annual basis, or earlier when events or changes in circumstances suggest the carrying amount may not be fully recoverable. The Company has elected to perform its annual assessment on $16,796,237 of intangible assets. For the year ended December 31, 2015, $15,703,616 impairment loss has been recorded due to a change in business model, this being significantly impacted by the impairment of Liquid Spins assets, as digital music sales are no longer relevant in today’s market for the following assets: Cost , net Impairment Loss Balance as of December 31, 2015 Trademarks $ 7,500,000 $ (6,630,419 ) 869,581 Distribution rights 7,372,561 (7,372,561 ) — Licensing Rights 1,923,401 (1,700,393 ) 223,008 Other 275 (243 ) 32 $ 16,796,237 (15,703,616 ) 1,092,621 As of December 31, 2015 and December 31, 2014, $869,581 and $7,500,000, respectively, of costs related to registering a trademark and acquiring technology rights[audio technology known as Max Audio Technology (MAXD)] have been capitalized. It has been determined that the trademark and technology rights have an indefinite useful life and are not subject to amortization. However, the trademark and technology rights will be reviewed for impairment annually or more frequently if impairment indicators arise. As a result of this review, the Company recorded an impairment loss of $6,630,419 that is recorded as impairment loss on intangible asset. On November 15, 2012, the Company acquired the rights to assets and audio technology known as Liquid Spins, Inc. through a share exchange, whereby the Company issued 24,752,475 shares of common stock for their rights in Liquid Spins technology. As of December 31, 2015 and December 31, 2014, $0 and $8,338,121, respectively, of costs related to this intangible remain capitalized. The technology was placed in service on August 23, 2013 with a useful life of 10 years. During 2015, the Company the reviewed the intangible asset for impairment and determined that certain items had been impaired due to obsolescence. As a result of this review, the Company recorded an impairment loss of $7,372,562 that is recorded as impairment loss on intangible asset. On May 19, 2014, the Company entered into an agreement with VSL Communications to acquire the rights to intellectual property titled “Optimized Data Transmission System and Method” (“ODT”) through a cash payment of $500,000 in addition to a share issuance, whereby the Company issued 10,000,000 shares of common stock, valued at $1,000,000 ($0.10/share). In exchange, the Company received a perpetual, exclusive, worldwide license to the ODT technology for all fields of use. In addition, the Company issued 1,000,000 shares of common stock, valued at $120,000 ($0.12/share), as compensation for the introduction and identification of a seller based on the agreement dated April 10, 2014. As of December 31, 2015 and December 31, 2014, $187,830 and $1,620,000, respectively, of costs related to the “ODT” intangible asset remains capitalized. The technology will be reviewed for impairment annually or more frequently if impairment indicators arise. In connection with this agreement, the Company is obligated to make an additional five (5) payments totaling $1,000,000 to be made every 30 days, with the thirty (30) day periods to be waived if fund raising occurs on an anticipated faster time line. The payments of additional cash are contingent on the following funding criteria: ● The Company shall pay set increments of cash based on a percentage of gross funds received through funds raised. ● The Company shall pay 20% of such monies as soon as they are received. In connection with funds raised through December 31, 2015, the Company recorded a liability and expensed $909,287 as royalty cost, related to the 20% fee, as of December 31, 2015, $30,000, has been paid. The remaining liability as of December 31, 2015, is $873,622 and is included in accounts payable. The Company shall act as the exclusive agent to facilitate and negotiate any opportunities on behalf of ODT to Companies, Organizations and other qualified entities. Upon any closing, ODT shall receive 50% of gross dollars and the Company shall receive the other 50% at the time of a completion of any transaction opportunity, including legal settlements after subtracting applicable contingent legal fees. The term of the agreement is for the life of the acquired intellectual property. As a result of this review, the Company recorded an impairment loss of $6,630,419 on intangible asset $1,432,170. 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, a subsidiary of VSL. The patent infringement complaint was brought in U.S. District Court for the District of Delaware and the trade secret suit was filed in Superior Court of California, County of Santa Clara. The lawsuits contend 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 complaints allege that soon after the two companies initiated negotiations, Google began implementing Vedanti's technology into its own WebM/VP8 video codec without informing Vedanti, and without compensating Vedanti for its use. Plaintiffs are seeking a permanent injunction against Google, compensatory damages, as well as treble damages. As exclusive agent to VSL to enforce all rights with respect to the subject technology, the Company has hired Grant &Eisenhofer, PA to represent the Company and VSL in the suits. These cases will be vigorously prosecuted and the Company believes it has a good likelihood of success. On May 22, 2014, the Company entered into a five (5) year agreement to acquire the rights to intellectual property titled “Engineered Architecture” (“EA Technology”) through a cash payment of $50,000 in addition to a share issuance, whereby the Company issued 4,000,000 shares of common stock, valued at $394,000 ($0.0985/share). In exchange, the Companyreceived for the term of the agreement, the exclusive worldwide right to use the EA Technology. As of December 31, 2015, $35,178 of costs related to this intangible remains capitalized. The technology will be reviewed for impairment annually or more frequently if impairment indicators arise. As a result of this review, the Company recorded an impairment loss of $268,223 on intangible asset. In connection with this agreement, the Company is obligated to make an additional five (5) payments totaling $500,000 to be made every 30 days, with the thirty (30) day periods to be waived if fund raising occurs on an anticipated faster time line. The payments of additional cash are contingent on the following funding criteria: ● The Company shall pay set increments of cash based on a percentage of gross funds received through funds raised. ● The Company shall pay 10% of such monies as soon as they are received. In connection with funds raised through December 31, 2015, the Company recorded a liability and expensed $454,643 as royalty cost, related to the 10% fee, as of December 31, 2015, $40,000 has been paid. The remaining liability as of December 31, 2015, is $421,811 and is included in accounts payable. The Company shall act as the exclusive agent to facilitate and negotiate any opportunities on behalf of EA Technology to Companies, Organizations and other qualified entities. Upon any closing, EA shall receive 50% of gross dollars and the Company shall receive the other 50% at the time of a completion of any transaction opportunity, including legal settlements after subtracting applicable contingent legal fees. In the event the Company sublicenses EA to other entities, profits shall be split evenly 50%/50%.
Impairment of Long-Lived Assets	(K) 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 eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. The Company recorded $15,703,617 and $0 in impairment of the intangible asset for the years ended December 31, 2015 and 2014, respectively (See Note 1J).
Loss Per Share	(L) Loss Per Share In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” The computation of basic and diluted loss per share for the years ended December 31, 2015 and 2014 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: December 31, 2015 December 31, 2014 Stock Warrants (Exercise price - $0.25 - $.52/share) — 6,500000 Stock Options (Exercise price - $0.10 - $.50/share) — 15,566,652 Convertible Debt (Exercise price - $0.07 - $.0817/share) 488,982,700 81,671,783 Series A Convertible Preferred Shares ($0.0/share) 125,000,000 — Total 613,982,700 103,740,435
Income Taxes	(M) 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 todifferences 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. The net deferred tax liability in the accompanying balance sheets includes the following amounts of deferred tax assets and liabilities: 2015 2014 Deferred tax liability: $- $- Deferred tax asset Stock options for services 511,951 511,951 Net Operating Loss Carryforward 8,519,781 5,394,804 Valuation allowance (9,031,732 ) (5,906,755 ) Net deferred tax asset — — Net deferred tax liability $ — $ — The provision for income taxes has been computed as follows: 2015 2014 Expected income tax recovery (expense) at the statuary rate of 34% $ 8,893,954 $ 3,353,736 Tax effect of expenses that are not deductible for income tax purposes (net of other amounts deductible for tax purposes) (6,033 ) (19,120 ) Tax effect of differences in the timing of deductibility of items for income tax purposes: (5,991,101 ) (5,035,628 ) Utilization of non-capital tax losses to offset current taxable income — — Change in valuation allowance (2,896,820 ) (1,635,122 ) Provision for income taxes $ — $ — The valuation allowance was established to reduce the deferred tax asset to the amount that will more likely than not be realized. This is necessary due to the Company’s continued operating losses and the uncertainty of the Company’s ability to offset future taxable income through 2034. The net change in the valuation allowance for the year ended December 31, 2015 and 2014 was an increase of $ 2,896,820 and $1,635,122, respectively. The components of income tax expense related to continuing operations are as follows: 2015 2014 Federal Current $ — $ — Deferred — — $ — $ — State and Local Current $ — $ — Deferred — — $ — $ — The Company's federal income tax returns are no longer subject to examination by the IRS for the years prior to 2011, and the related state income tax returns are no longer subject to examination by state authorities for the years prior to 2010.
Business Segments	(N) Business Segments The Company operates in one segment and therefore segment information is not presented.
Recent Accounting Pronouncements	(N) Recent Accounting Pronouncements All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.
Fair Value of Financial Instruments	(P) Fair Value of Financial Instruments The carrying amounts on the Company’s financial instruments including prepaid expenses, accounts payable, accrued expenses, derivative liability, convertible note payable, and loan payable - related party, 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 December 31, 2015 and December 31, 2014, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): December 31, 2015 December 31, 2014 Fair Value Measurement Using Fair Value Measurement Using Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Derivative Liabilities — 3,684,184 — 3,684,184 — 3,234,792 — 3,234,792 Intangible Assets — 1,092,621 — 1,092,621 — 17,850,595 — 17,850,595
Stock-Based Compensation	(Q) 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 on the basis of 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 particular grant as defined in the FASB Accounting Standards Codification.
Reclassification	(R) 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.
Derivative Financial Instruments	(S) 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.
Original Issue Discount	(T) 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.
Debt Issue Costs and Debt Discount	(U) 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.
Licensing & Distribution	(V) Licensing & Distribution On June 20, 2015, the Company entered into a license agreement with Santok LTD of United Kingdom (“Santok). The term of the agreement is three years. Santok will pay the Company a royalty fee of $1.50 for each licensed product. Santok guarantees to the Company a minimum total of 150,000 cumulative licensed product installation with a minimum total guaranteed value of $225,000 over the three years of the agreement. If the total royalty paid is less than the guaranteed value, Santok will pay the difference. On July 13, 2015, the Company entered into a license agreement with Luna Mobile, Inc. of United States (“Luna). The term of the agreement is three years. Luna will pay the Company a royalty fee of $1.50 for each licensed product manufactured and sold.

Summary of Significant Accoun19

Summary of Significant Accounting Policies and Organization (Tables)	12 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
Identifiable Intangible Assets	Cost , net Impairment Loss Balance as of December 31, 2015 Trademarks $ 7,500,000 $ (6,630,419 ) 869,581 Distribution rights 7,372,561 (7,372,561 ) — Licensing Rights 1,923,401 (1,700,393 ) 223,008 Other 275 (243 ) 32 $ 16,796,237 (15,703,616 ) 1,092,621
Summary of deferred tax assets and liabilities	2015 2014 Deferred tax liability: $- $- Deferred tax asset Stock options for services 511,951 511,951 Net Operating Loss Carryforward 8,519,781 5,394,804 Valuation allowance (9,031,732 ) (5,906,755 ) Net deferred tax asset — — Net deferred tax liability $ — $ —
Summary of provision for income taxes	2015 2014 Expected income tax recovery (expense) at the statuary rate of 34% $ 8,893,954 $ 3,353,736 Tax effect of expenses that are not deductible for income tax purposes (net of other amounts deductible for tax purposes) (6,033 ) (19,120 ) Tax effect of differences in the timing of deductibility of items for income tax purposes: (5,991,101 ) (4,969,738 ) Utilization of non-capital tax losses to offset current taxable income — — Change in valuation allowance (2,896,820 ) 1,635,122 Provision for income taxes $ — $ —
Fair Value of Financial Instruments	December 31, 2015 December 31, 2014 Fair Value Measurement Using Fair Value Measurement Using Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Derivative Liabilities — 3,684,184 — 3,684,184 — 3,234,792 — 3,234,792 Intangible Assets — 1,092,621 — 1,092,621 — 17,850,595 — 17,850,595
Summary of Loss Per Share	December 31, 2015 December 31, 2014 Stock Warrants (Exercise price - $0.25 - $.52/share) — 6,500000 Stock Options (Exercise price - $0.10 - $.50/share) — 15,566,652 Convertible Debt (Exercise price - $0.07 - $.0817/share) 488,982,700 81,671,783 Series A Convertible Preferred Shares ($0.0/share) 125,000,000 — Total 613,982,700 103,740,435

Debt (Tables)

Debt (Tables)	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Debt	As of December 31, 2015 As of December 31, 2014 Line of credit - related party $ 473 $ 268,227 Convertible debt 4,634,852 3,028,418 Less: debt discount (2,658,213 ) (1,691,065 ) Convertible debt - net 1,976,639 1,337,353 Total current debt 1,977,112 $ 1,605,580
Line of Credit	Principal Interest Rate Maturity Balance - December 31, 2014 $ 268,227 Borrowings during the year ended December 31, 2015 264,000 4 % September 26, 2016 Interest accrual 4,246 Repayments (536,000 ) Balance - December 31, 2015 $ 473 4 % September 26, 2016
Accounts Payable	As of December 31, 2015 As of December 31, 2014 Accounts Payable $ 1,393,074 $ 656,308 Total accounts payable $ 1,393,074 $ 656,308
Convertable Debt	Year ended Year ended December 31, 2015 December 31, 2014 Amount of Amount of Principal Raised Principal Raised Interest Rate 0% - 10% 2.5% - 10% Default interest rate 14% - 22% 14% - 22% Maturity February 26, 2015 - November 23, 2017 February 26, 2015 - June 18, 2016 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. 2,104,000 253,500 Conversion terms 2 65% 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. 420,410 1,006,500 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. 111,111 — Conversion terms 4 70% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the twenty (20) trading day period prior to the conversion. — 79,886 Conversion terms 5 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. 787,778 1,553,332 Conversion terms 6 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. 35,000 — Conversion terms 7 Conversion at $0.10 per share 135,200 135,200 Conversion terms 8 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. 282,000 — Conversion terms 9 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. 390,778 — Conversion terms 10 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. 150,250 — Conversion terms 11 65% 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. 218,325 — Convertible Debt 4,634,852 3,028,418 Less: Debt Discount (2,658,213 ) (1,691,065 ) Convertible Debt - net $ 1,976,639 $ 1,337,353
Convertible Debt Activity	Convertible Debt Balance as of December 31, 2013 2,518,744 2.5% - 10% February 2, 2014 - December 29, 2014 Borrowings during the year ended December 31, 2014 3,475,334 2.5% - 10% February 26, 2015 - June 18, 2016 Non-Cash Reclassification of accounts payable to debt and addition of penalties 76,094 Non-Cash Reclassification of accrued interest converted 255,232 Repayments (28,340 ) Conversion of debt to into 48,998,342 shares of common stock with a valuation of $3,421,019 ($0.09 - $0.27/share) including the accrued interest of $255,232 and penalties/loss on conversions of $183,911 (3,268,646 ) Convertible Debt Balance as of December 31, 2014 3,028,418 4% - 10% February 26, 2015 - June 18, 2016 Borrowings during the year ended December 31, 2015 5,390,789 8% - 10% Non-Cash Reclassification of accrued interest converted 131,640 Repayments (968,315 ) Conversion of debt to into 154,673,471 shares of common stock with a valuation of $2,918,633 ($0.017 - $0.042/share) including the accrued interest of $131,640 (2,918,612 ) Forgiveness of Debt (29,068 ) Convertible Debt Balance as of December 31, 2015 4,634,852 4% - 10% February 26, 2015 - November 23, 2017
Debt Issues Costs	Year Ended Year Ended December 31, 2014 Debt issue costs $ 163,375 238,054 Accumulated amortization of debt issue costs (126,676 ) (212,901 ) Debt issue costs - net $ 36,699 25,156
Amortization of Debt Discount Expense	Year Ended December 31, 2015 Year Ended December 31, 2014 Debt discount $ 7,042,922 4,852,935 Accumulated amortization of debt discount (4,384,709 ) (3,161,870 ) Debt discount - Net $ 2,658,213 1,691,065

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Notes to Financial Statements
Fair Value Adjustments of Derivative Liabilities	Derivative Liability - December 31, 2013 1,885,770 Fair value at the commitment date for convertible instruments 3,412,020 Fair value at the commitment date for warrants issued 11,973 Change in fair value of embedded derivative liability for warrants issued (41,470 ) Change in fair value of embedded derivative liability for convertible instruments 321,875 Reclassification to additional paid in capital for financial instruments that ceased to be a derivative liability (2,355,376 ) Derivative Liability - December 31, 2014 $ 3,234,792	Derivative Liability - December 31, 2012 $ 1,166,286 Fair value at the commitment date for convertible instruments 3,839,539 Fair value at the commitment date for warrants issued 43,809 Change in fair value of embedded derivative liability for warrants issued (4,384 ) Change in fair value of embedded derivative liability for convertible instruments (996,754 ) Reclassification to additional paid in capital for financial instruments that ceased to be a derivative liability (2,162,726 ) Derivative Liability - December 31, 2013 1,885,770 Fair value at the commitment date for convertible instruments 3,412,020 Fair value at the commitment date for warrants issued 11,973 Change in fair value of embedded derivative liability for warrants issued (41,470 ) Change in fair value of embedded derivative liability for convertible instruments 321,875 Reclassification to additional paid in capital for financial instruments that ceased to be a derivative liability (2,355,376 ) Derivative Liability - December 31, 2014 $ 3,234,792
Fair value at commitment and re-measurement dates of company's derivative liabilities	Fair value at the commitment date for convertible instruments 7,865,156 Fair value at the commitment date for warrants issued — Change in fair value of embedded derivative liability for warrants issued (16,874 ) Change in fair value of embedded derivative liability for convertible instruments (2,918,576 ) Reclassification to additional paid in capital for financial instruments that ceased to be a derivative liability (4,453,863 ) Change from extinguishment of debt (26,451 ) Derivative Liability -December 31, 2015 $ 3,684,184	Commitment Date Re-measurement Date Expected dividends: 0 % 0 % Expected volatility: 109% - 304% 120% - 140% Expected term: 0.44 - 3 Years 0.16 - 2.9 Years Risk free interest rate: 0.06% - 0.94% 0.12% - 1.10%

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Property and Equipment (Tables)	December 31, 2014 December 31, 2013 Website Development $ 294,795 $ 294,795 Furniture and Equipment 99,881 99,881 Leasehold Improvements 6,573 6,573 Software 53,897 53,897 Music Equipment 2,247 — Office Equipment 71,652 56,897 Domain Name 1,500 1,500 Sign 628 628 Total 531,173 514,171 Less: accumulated depreciation and amortization (342,277 ) (258,854 ) Property and Equipment, Net $ 188,896 $ 255,317

Stockholders Equity (Tables)

Stockholders Equity (Tables)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Notes to Financial Statements
Common Stock Issued	Transaction Type Quantity Valuation Range of Value per share Conversion of convertible debt and accrued interest 154,673,471 $ 2,918,633 $0.009 - $0.042 Services - rendered 9,195,182 390,624 $0.12-$0.07 Return of shares (120,000,000 ) (1,200) $ 0.000010 Conversion of line of credit in common stock 5,000,000 148,500 $ 0.03 Total shares issued 48,868,653 $ 3,361,981	Transaction Type Quantity Valuation Range of Value per share Conversion of convertible debt and accrued interest 48,998,342 $ 3,421,019 $0.02715 - $0.14175 Services - rendered 3,150,000 678,030 $0.093 - $0.365 Acquisition of intangbiles 15,000,000 1,514,000 $0.0985 - $0.12 Return of shares (4,250,000 ) — $0.00 - $0.00 Settlement of accounts payable 1,000,000 90,000 $ 0.09 Total shares issued 63,898,342 $ 5,703,049
Warrant Grants and Changes	Weighted Average Exercise Warrants Warrants Remaining Aggregate Price Outstanding Exercisable Contractual Life Intrinsic Value $ 0.10 200,000 200,000 1.90 $ — $ 0.12 2,000,000 2,000,000 2.77 $ — $ 0.40 2,850,000 2,850,000 0.73 $ — $ 0.45 500,000 500,000 — $ — 5,550,000 5,550,000 1.5 years $ —	Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Balance, December 31, 2013 3,135,000 $ 0.25 2.2 Granted 950,000 $ 0.34 Exercised — $ — Cancelled/Forfeited (335,000 ) $ 0.10 Balance, December 31, 2014 3,750,000 $ 0.25 1.7 Granted 2,000,000 $ — Exercised — $ — Cancelled/Forfeited (200,000 ) $ — Balance, December 31, 2015 5,550,000 $ 0.25 1.5
Outstanding and Exercisable Warrants	Weighted Average Exercise Warrants Warrants Remaining Aggregate Price Outstanding Exercisable Contractual Life Intrinsic Value $ 0.10 200,000 200,000 1.90 $ — $ 0.12 2,000,000 2,000,000 2.77 $ — $ 0.40 2,850,000 2,850,000 0.73 $ — $ 0.45 500,000 500,000 — $ — 5,550,000 5,550,000 1.5 years $ —	Weighted Average Exercise Warrants Warrants Remaining Aggregate Price Outstanding Exercisable Contractual Life Intrinsic Value $ 0.10 200,000 200,000 2.90 $ — $ 0.25 200,000 200,000 0.44 $ — $ 0.40 2,850,000 2,850,000 1.73 $ — $ 0.45 500,000 500,000 1.00 $ — 3,750,000 3,750,000 1.7 years $ —
Option Grants and Changes	Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding - December 31, 2010 — $ — — Granted 12,000,000 0.120 Exercised — — Forfeited or Canceled — — Outstanding - December 31, 2011 12,000,000 0.12 2.05 Granted — — — Exercised — — — Forfeited or Canceled — — — Outstanding - December 31, 2012 12,000,000 0.12 1.04 Granted 700,000 $ 0.500 3.00 Exercised — — — Forfeited or Canceled — — — Outstanding - December 31, 2013 12,700,000 0 2 Granted 2,866,652 $ 0.100 3.00 Exercised — — — Forfeited or Canceled — — — Outstanding - December 31, 2014 15,566,652 0.13 1.32 Exercisable - December 31, 2014 15,566,652 Per Detail Schedule 15,566,652 Difference —	Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding - December 31, 2010 — $ — — Granted 12,000,000 0.120 Exercised — — Forfeited or Canceled — — Outstanding - December 31, 2011 12,000,000 0.12 2.05 Granted — — — Exercised — — — Forfeited or Canceled — — — Outstanding - December 31, 2012 12,000,000 0.12 1.04 Granted 700,000 $ 0.500 3.00 Exercised — — — Forfeited or Canceled — — — Outstanding - December 31, 2013 12,700,000 0 2 Granted 2,866,652 $ 0.100 3.00 Exercised — — — Forfeited or Canceled — — — Outstanding - December 31, 2014 15,566,652 0.13 1.32 Exercisable - December 31, 2014 15,566,652 Per Detail Schedule 15,566,652 Difference —

Intangible Assets (Tables)

Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2015
Notes to Financial Statements
Intangible Assets	Useful Life December 31, 2015 December 31, 2014 Distribution rights 10 Years $ 9,647,,577 $ 9,647,577 Trademarks Indefinite 7,500,000 7,500,000 Licensing Rights Indefinite 2,064,000 2,064,000 Other Indefinite 275 275 Accumulated amortization (2,415,615 ) (1,361,257 ) Impairment of the distributions rights (15,703,616 ) — Net carrying value $ 1,092,621 $ 17,850,595

Summary of Significant Accoun25

Summary of Significant Accounting Policies and Organization - Summary of deferred tax assets and liabilities (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Deferred tax asset
Stock options for services	$ 511,951	$ 511,951
Net Operating Loss Carry forward	8,519,781	5,394,804
Valuation allowance	$ 9,031,732	$ 5,906,755
Net deferred tax asset
Net deferred tax liability

Summary of Significant Accoun26

Summary of Significant Accounting Policies and Organization - Summary of provision for income taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Accounting Policies [Abstract]
Expected income tax recovery (expense) at the statuary rate of 34%	$ 8,893,954	$ 3,353,736
Tax effect of expenses that are not deductible for income tax purposes (net of other amounts deductible for tax purposes)	(6,033)	(19,120)
Tax effect of differences in the timing of deductibility of items for income tax purposes:	$ (5,991,101)	$ (4,969,738)
Utilization of non-capital tax losses to offset current taxable income
Change in valuation allowance	$ (2,896,820)	$ (1,635,122)
Provision for income taxes

Summary of Significant Accoun27

Summary of Significant Accounting Policies and Organization - Summary of Loss Per Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Value	$ 613,982,700	$ 103,740,435
Stock Warrants
Exercise Price - Minimum	$ 0.25	$ 0.25
Exercise Price- Maximum	$ .52	$ 0.52
Value		$ 6,500,000
Stock Options
Exercise Price - Minimum	$ 0.1	$ 0.1
Exercise Price- Maximum	$ 0.5	$ 0.5
Value		$ 15,566,652
Convertible Debt
Exercise Price - Minimum	$ 0.07	$ 0.07
Exercise Price- Maximum	$ 0.0817	$ 0.0817
Value	$ 488,982,700	$ 81,673,783
Convertible Preferred Stock [Member]
Exercise Price - Minimum	$ 0	$ 0
Exercise Price- Maximum	$ 0	$ 0
Value	$ 125,000,000

Debt - Debt (Details)

Debt - Debt (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Notes to Financial Statements
Line of credit - related party	$ 473	$ 268,227
Convertible debt	4,634,852	3,028,418	$ 2,518,744
Less: debt discount	(2,658,213)	(1,691,065)
Convertible debt - net	1,976,639	1,337,353
Total current debt	$ 1,977,112	$ 1,605,580

Debt - Line of Credit (Details)

Debt - Line of Credit (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Principle of Line of Credit	$ 473	$ 268,227
Interest Rate of Line of Credit	4.00%
Borrowings during year	$ 264,000
Repayments during year	(536,000)
Interest accrual	$ 4,246
Related Party
Principle of Line of Credit		$ 268,227
Interest Rate of Line of Credit		4.00%
Borrowings during year		$ 153,000
Repayments during year		(35,000)
Interest accrual		$ 10,227
Maturity of borrowings during the year		September 26, 2015

Convertible Debt (Details)

Convertible Debt (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Amount of Principle Raised	$ 4,634,852	$ 3,028,418
Minimum
Interest Rate	0.00%	2.50%
Default Interest Rate	14.00%	14.00%
Maturity	Feb. 26, 2015	Feb. 26, 2015
Maximum
Interest Rate	10.00%	10.00%
Default Interest Rate	22.00%	22.00%
Maturity	Nov. 23, 2017	Jun. 18, 2016
Convertible Note 1
Conversion Terms	65% 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.	65% 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.
Amount of Principle Raised	$ 2,104,000
Convertible Note 2
Conversion Terms	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.	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.
Amount of Principle Raised	$ 420,410	$ 689,500
Convertible Note 3
Conversion Terms	65% 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.	65% 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.
Amount of Principle Raised	$ 111,111	$ 747,500
Convertible Note 4
Conversion Terms	70% of the “Market Price”, which is lower of the average closing bid price for the common stock during the ten (10) trading day period	70% of the “Market Price”, which is lower of the average closing bid price for the common stock during the ten (10) trading day period
Amount of Principle Raised
Convertible Note 5
Conversion Terms	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.	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.
Amount of Principle Raised	$ 787,778
Convertible Note 6
Conversion Terms	70% 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.	70% 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.
Amount of Principle Raised	$ 35,000	$ 250,000
Convertible Note 7
Conversion Terms	70% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the twenty (20) trading day period prior to the conversion.	70% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the twenty (20) trading day period prior to the conversion.
Amount of Principle Raised	$ 135,200	$ 125,000
Convertible Note 8
Conversion Terms	70% of the lower of the average of the three (3) lowest trading prices for the fifteen (15) day trading period 1 day prior to conversion.	70% of the lower of the average of the three (3) lowest trading prices for the fifteen (15) day trading period 1 day prior to conversion.
Amount of Principle Raised	$ 282,000	$ 50,000
Convertible Note 9
Conversion Terms	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.	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.
Amount of Principle Raised	$ 390,778	$ 848,334
Convertible Note 10
Conversion Terms	Convertible into $0.07/share. After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the variable conversion price - 75% of the average three (3) lowest closing priceds during the ten (10) trading day period.	Convertible into $0.07/share. After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the variable conversion price - 75% of the average three (3) lowest closing priceds during the ten (10) trading day period.
Amount of Principle Raised	$ 150,250	$ 765,000
Convertible Note 11
Conversion Terms	65% 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.
Amount of Principle Raised	$ 218,325

Convertible Debt Activity (Deta

Convertible Debt Activity (Details)	12 Months Ended
	Dec. 31, 2015USD ($)	Dec. 31, 2014USD ($)
Convertible Debt Balance	$ 3,028,418	$ 2,518,744
Borrowings Balance	$ 5,390,789	$ 3,475,334
Borrowings Maturity Date	February 26, 2015 - November 23, 2017	February 2, 2014 - December 29, 2014
Non-Cash reclassification of accrued interest converted	$ 131,640	$ 255,232
Conversion of debt	(2,918,612)	(3,268,646)
Non-Cash Reclassification of accounts payable to debt and addition of penalties		76,094
Repayments	$ (968,315)	$ (28,340)
Minimum
Convertible Debt Interest Rate		4.00%
Borrowings Interest Rate		.08
Maximum
Convertible Debt Interest Rate		10.00%
Borrowings Interest Rate		.1

Debt Issue Costs (Details)

Debt Issue Costs (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Notes to Financial Statements
Debt issue costs - gross	$ 163,375	$ 238,054
Accumulated amortization of debt issue costs	(126,676)	212,901
Debt issue costs - net	$ 36,699	$ 25,156

Debt Discount (Details)

Debt Discount (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Notes to Financial Statements
Debt Discount	$ 7,042,922	$ 4,852,935
Accumulated amortization of debt discount	(4,384,709)	(3,161,870)
Debt discount - net	$ 2,658,213	$ 1,691,065

Fair Value Adjustments of Deriv

Fair Value Adjustments of Derivative Liabilities (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Notes to Financial Statements
Fair value at the commitment date for convertible instruments	$ 7,865,156	$ 3,412,020
Fair value at the commitment date for warrants issued		11,973
Change in fair value of embedded derivative liability for warrants issued	$ (16,874)	(41,470)
Change in fair value of embedded derivative liability for convertible instruments	(2,918,576)	321,875
Reclassification to additional paid in capital for financial instruments that ceased to be a derivative liability	(26,451)	(2,355,376)
Derivative Liability	$ 3,684,184	$ 3,234,792

Fair value at commitment and re

Fair value at commitment and re-measurement (Details)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Commitment Date | Minimum
Expected Dividends	0.00%	0.00%
Expected Volatility	133.00%	109.00%
Expected Term	121 days	161 days
Risk Free Interest Rate	0.06%	0.06%
Commitment Date | Maximum
Expected Dividends	0.00%	0.00%
Expected Volatility	221.00%	304.00%
Expected Term	3 years	3 years
Risk Free Interest Rate	1.31%	0.94%
Re-measurement Date | Minimum
Expected Dividends		0.00%
Expected Volatility	177.00%	120.00%
Expected Term	150 days	59 days
Risk Free Interest Rate	0.12%	0.12%
Re-measurement Date | Maximum
Expected Dividends	0.00%	0.00%
Expected Volatility	238.77%	140.00%
Expected Term	2 years 329 days	2 years 329 days
Risk Free Interest Rate	1.30%	1.10%

Property and Equipment - Proper

Property and Equipment - Property and Equipment (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Property Plant and Equipment, Gross	$ 552,301	$ 531,173
Accumulated Depreciation	421,340	342,277
Property Plant and Equipment, Net	130,961	188,896
Website Development
Property Plant and Equipment, Gross	294,795	294,795
Leaseholder Improvements
Property Plant and Equipment, Gross	112,220	99,881
Leasehold improvements
Property Plant and Equipment, Gross	6,573	6,573
Software
Property Plant and Equipment, Gross	53,897	53,897
Music Equipment Member
Property Plant and Equipment, Gross	2,578	2,247
Music Equipment Member
Property Plant and Equipment, Gross	80,110	71,652
Domain Name
Property Plant and Equipment, Gross	1,500	1,500
Sign Member
Property Plant and Equipment, Gross	$ 628	$ 628

Stockholders Equity - Common St

Stockholders Equity - Common Stock Issued (Details) - Common Stock - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Conversion of convertible debt and accrued interest
Quantity	154,673,471	48,998,342
Valuation	$ 2,918,634	$ 3,421,019
Minimum Value Per Share	$ .012	$ 0.02715
Maximum Value Per Share	$ .07	$ 0.14175
Services - rendered
Quantity	9,195,182	3,150,000
Valuation	$ 294,548	$ 678,030
Minimum Value Per Share	$ .012	$ 0.093
Maximum Value Per Share	$ .07	$ 0.365
Acquisition of intangbiles
Quantity		15,000,000
Valuation		$ 1,514,000
Minimum Value Per Share		$ 0.0985
Maximum Value Per Share		$ 0.12
Return of shares
Quantity	(1,200)	(4,250,000)
Valuation
Minimum Value Per Share	$ 0	$ 0
Maximum Value Per Share	$ 0	$ 0
Settlement of accounts payable
Quantity		1,000,000
Valuation		$ 90,000
Minimum Value Per Share		$ 0.09
Maximum Value Per Share		$ 0.09

Stockholders Equity - Warrant G

Stockholders Equity - Warrant Grants and Changes (Details) - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Notes to Financial Statements
Beginning Balance, Warrants	3,750,000	3,135,000	2,415,800
Beginning Balance, Weighted Average Price Per Share	$ 0.38	$ 0.38	$ 0.28
Warrants Granted	2,000,000	950,000	2,600,000
Warrants Granted, Weighted Average Price Per Share	$ 0.25	$ 0.34	$ 0.41
Warrants Exercised			(620,800)
Warrants Exercised, Weighted Average Price Per Share			$ 0.07
Cancelled/Forfeited	(200,000)	(335,000)	(1,260,000)
Cancelled/Forfeited, Weighted Average Price Per Share		$ 0.10	$ 0.50
Warrants Outstanding	5,550,000	3,750,000	3,135,000
Ending Balance, Weighted Average Price Per Share	$ .25	$ 0.38	$ 0.38
Weighted Average Contractual Life	1 year 275 days	1 year 256 days	2 years 73 days

Stockholders Equity - Outstandi

Stockholders Equity - Outstanding and Exercisable Warrants (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Warrants Outstanding	5,550,000	3,750,000	3,135,000
Warrants Exercisable	5,550,000	3,750,000
Weighted Average Remaining Contractual Life	1 year 275 days	1 year 256 days	2 years 73 days
Aggregate Intrinsic Value
$ 0.10
Warrants Outstanding	200,000	200,000
Warrants Exercisable	200,000	200,000
Weighted Average Remaining Contractual Life		2 years 329 days
Aggregate Intrinsic Value
$ 0.25
Warrants Outstanding		200,000
Warrants Exercisable		200,000
Weighted Average Remaining Contractual Life		161 days
Aggregate Intrinsic Value
$ 0.40
Warrants Outstanding	2,850,000	2,850,000
Warrants Exercisable	2,850,000	2,850,000
Weighted Average Remaining Contractual Life		1 year 267 days
Aggregate Intrinsic Value
$ 0.45
Warrants Outstanding	500,000	500,000
Warrants Exercisable	500,000	500,000
Weighted Average Remaining Contractual Life		1 year
Aggregate Intrinsic Value

Stockholders Equity - Option Gr

Stockholders Equity - Option Grants and Changes (Details) - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Notes to Financial Statements
Beginning Balance, Outstanding Options	15,566,652	12,700,000	12,000,000
Beginning Balance, Outstanding Options, Per Share value	$ 0.13	$ 0	$ 0.12
Granted		2,866,652	700,000
Granted, Per Share		$ 0.100	$ 0.500
Granted, Contractual Life	1 year 40 days	3 years	3 years
Exercised
Exercised, Per Share
Forfeited or Canceled
Forfeited or Canceled, Per Share
Ending Balance, Outstanding Options	15,566,652	15,566,652	12,700,000
Ending Balance, Outstanding Options, Per Share value	$ .13	$ 0.13	$ 0
Weighted Average Remaining Contractual Life (in Years)		1 year 117 days	2 years
Exercisable	15,566,652	15,566,652
Per Detail Schedule	15,566,652	15,566,652
Difference

Intangible Assets - Intangible

Intangible Assets - Intangible Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2015
Accumulated Amortization	$ (1,361,257)		$ (2,415,615)
Net Carrying Value	$ 17,850,595		1,092,621
Distribution Rights
Useful Life	10 years
Gross Carrying Value	$ 9,647,577	[1]	15,703,616
Software
Useful Life	3 years
Finte Intellectual Property
Useful Life	5 years
Trademarks
Gross Carrying Value	$ 7,500,000		7,500,000
Licensing Rights
Gross Carrying Value	2,064,000		2,064,000
Other
Gross Carrying Value	$ 275		$ 275
[1]	During the year ended December 31, 2013, the Company received $8,011 as a refund in cash from the seller of the distribution rights. The refund reduced the carrying value of the purchased intangible.