Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 13, 2019 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-51886 | |
Entity Registrant Name | Max Sound Corp | |
Entity Central Index Key | 0001353499 | |
Entity Incorporation, State or Country Code | DE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 6,577,102,823 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 742 | $ 449 |
Total Assets | 742 | 449 |
Accounts payable | 701,312 | 675,295 |
Accrued expenses | 1,498,981 | 1,245,600 |
Accrued expenses - related party | 892,066 | 404,429 |
Judgement payable | 819,626 | 819,626 |
Line of credit - related party | 376,466 | 306,575 |
Derivative liability | 17,504,541 | 13,849,591 |
Convertible note payable, net of debt discount of $0 and $169,377, and related debt issue costs of $0 and $3,525, respectively | 6,160,429 | 5,987,527 |
Total Current Liabilities | 27,953,421 | 23,288,643 |
Stockholders' Deficit | (27,952,679) | (23,288,194) |
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, 10,000,000 and 10,000,000 shares issued and outstanding, respectively | 100 | 100 |
Common stock, $0.00001 par value; 10,000,000,000 shares authorized, 6,573,852,824 and 6,573,852,824 shares issued and outstanding, respectively | 65,867 | 65,867 |
Additional paid-in capital | 70,776,084 | 70,776,084 |
Treasury stock | (534,575) | (534,575) |
Accumulated deficit | (98,260,155) | (93,595,670) |
Total Stockholders' Deficit | (27,952,679) | (23,288,194) |
Total Liabilities and Stockholders' Deficit | $ 742 | $ 449 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Debt discount | $ 169,377 | |
Common stock, shares outstanding | 95,332,500 | |
Common Stock | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 |
Common stock, shares issued | 6,573,852,824 | 6,573,852,824 |
Common stock, shares outstanding | 6,573,852,824 | 6,573,852,824 |
Preferred Stock | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series A Preferred Stock | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Operating Expenses | ||||
General and administrative | $ 27,595 | 78,787 | $ 71,597 | 203,665 |
Consulting | 6,000 | 34,652 | 17,800 | 76,352 |
Professional fees | 6,361 | 15,710 | 25,754 | 78,162 |
Website development | 5,250 | |||
Compensation | 126,000 | 180,000 | 252,000 | 342,000 |
Total Operating Expenses | 165,956 | 309,149 | 372,401 | 700,179 |
Loss from Operations | (165,956) | (309,149) | (372,401) | (700,179) |
Other Income / (Expense) | ||||
Interest expense | (111,084) | (111,534) | (228,592) | (230,925) |
Interest expense - related party | (118,614) | (136,346) | (235,636) | (185,027) |
Derivative Expense | (277,446) | (375,302) | ||
Amortization of debt offering costs | (1,865) | (14,064) | (3,525) | (33,390) |
Loss on debt settlement | ||||
Amortization of debt discount | (46,513) | (353,798) | (169,379) | (878,817) |
Change in fair value of embedded derivative liability | (3,036,282) | 3,978,311 | (3,654,951) | (2,355,202) |
Total Other Income / (Expense) | (3,314,358) | 3,085,123 | (4,292,083) | (4,058,663) |
Provision for Income Taxes | ||||
Net Income (Loss) | $ (3,480,314) | $ 2,775,974 | $ (4,664,484) | $ (4,758,842) |
Net Loss Per Share - Basic and Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares outstanding during the year Basic and Diluted | 6,573,852,824 | 4,907,315,044 | 6,573,852,824 | 4,093,607,565 |
Statement of Changes in Stockho
Statement of Changes in Stockholder's Equity - USD ($) | Preferred StockSeries A Preferred Stock | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Treasury Stock | Total |
Beginning Balance, Shares at Dec. 31, 2017 | 10,000,000 | 2,158,961,690 | |||||
Beginning Balance, Value at Dec. 31, 2017 | $ 100 | $ 21,718 | $ 68,564,307 | $ (81,442,422) | $ (534,575) | $ (13,390,872) | |
Common stock issued in exchange for warrant forgiveness, Value | $ 20,788 | 425,736 | $ 446,524 | ||||
Common stock issued for services ($0.008/sh), Shares | 30,000,000 | 30,000,000 | |||||
Common stock issued for services ($0.008/sh), Value | $ 300 | 44,700 | $ 45,000 | ||||
Net Loss | (7,534,812) | (7,534,812) | |||||
Ending Balance, Shares at Mar. 31, 2018 | 4,267,774,831 | ||||||
Ending Balance, Value at Mar. 31, 2018 | $ 42,806 | 69,808,068 | (88,977,234) | (534,575) | (19,660,835) | ||
Beginning Balance, Shares at Dec. 31, 2017 | 10,000,000 | 2,158,961,690 | |||||
Beginning Balance, Value at Dec. 31, 2017 | $ 100 | $ 21,718 | 68,564,307 | (81,442,422) | (534,575) | (13,390,872) | |
Net Loss | (4,758,842) | ||||||
Ending Balance, Shares at Jun. 30, 2018 | 10,000,000 | 5,982,186,159 | |||||
Ending Balance, Value at Jun. 30, 2018 | $ 100 | $ 59,950 | 70,631,243 | (86,201,260) | (534,575) | (16,044,542) | |
Beginning Balance, Shares at Dec. 31, 2017 | 10,000,000 | 2,158,961,690 | |||||
Beginning Balance, Value at Dec. 31, 2017 | $ 100 | $ 21,718 | 68,564,307 | (81,442,422) | (534,575) | (13,390,872) | |
Common stock issued in exchange for warrant forgiveness, Value | |||||||
Common stock issued for services ($0.008/sh), Shares | 32,678,571 | ||||||
Common stock issued for services ($0.008/sh), Value | $ 46,200 | ||||||
Ending Balance, Shares at Dec. 31, 2018 | 10,000,000 | 6,573,852,824 | |||||
Ending Balance, Value at Dec. 31, 2018 | $ 100 | $ 65,867 | 70,776,084 | (93,595,670) | (534,575) | (23,288,194) | |
Beginning Balance, Shares at Mar. 31, 2018 | 4,267,774,831 | ||||||
Beginning Balance, Value at Mar. 31, 2018 | $ 42,806 | 69,808,068 | (88,977,234) | (534,575) | (19,660,835) | ||
Common stock issued in exchange for warrant forgiveness, Value | $ 17,025 | 360,827 | 377,852 | ||||
Common stock issued for services ($0.008/sh), Shares | 11,878,571 | ||||||
Common stock issued for services ($0.008/sh), Value | $ 119 | 4,142 | 4,261 | ||||
Net Loss | 2,775,974 | ||||||
Ending Balance, Shares at Jun. 30, 2018 | 10,000,000 | 5,982,186,159 | |||||
Ending Balance, Value at Jun. 30, 2018 | $ 100 | $ 59,950 | 70,631,243 | (86,201,260) | (534,575) | (16,044,542) | |
Beginning Balance, Shares at Dec. 31, 2018 | 10,000,000 | 6,573,852,824 | |||||
Beginning Balance, Value at Dec. 31, 2018 | $ 100 | $ 65,867 | 70,776,084 | (93,595,670) | (534,575) | (23,288,194) | |
Common stock issued in exchange for warrant forgiveness, Value | |||||||
Net Loss | (1,184,171) | (1,184,171) | |||||
Ending Balance, Shares at Mar. 31, 2019 | 10,000,000 | 6,573,852,824 | |||||
Ending Balance, Value at Mar. 31, 2019 | $ 100 | $ 65,867 | 70,776,084 | (94,779,841) | (534,575) | (24,472,365) | |
Beginning Balance, Shares at Dec. 31, 2018 | 10,000,000 | 6,573,852,824 | |||||
Beginning Balance, Value at Dec. 31, 2018 | $ 100 | $ 65,867 | 70,776,084 | (93,595,670) | (534,575) | (23,288,194) | |
Net Loss | (4,664,484) | ||||||
Ending Balance, Shares at Jun. 30, 2019 | 10,000,000 | 6,573,852,824 | |||||
Ending Balance, Value at Jun. 30, 2019 | $ 100 | $ 65,867 | 70,776,084 | (98,260,155) | (534,575) | (27,952,679) | |
Beginning Balance, Shares at Mar. 31, 2019 | 10,000,000 | 6,573,852,824 | |||||
Beginning Balance, Value at Mar. 31, 2019 | $ 100 | $ 65,867 | 70,776,084 | (94,779,841) | (534,575) | (24,472,365) | |
Common stock issued in exchange for warrant forgiveness, Value | |||||||
Common stock issued for services ($0.008/sh), Shares | |||||||
Common stock issued for services ($0.008/sh), Value | |||||||
Reclassification of derivative liability associated with convertible debt, Shares | |||||||
Net Loss | (3,480,314) | (3,480,314) | |||||
Ending Balance, Shares at Jun. 30, 2019 | 10,000,000 | 6,573,852,824 | |||||
Ending Balance, Value at Jun. 30, 2019 | $ 100 | $ 65,867 | $ 70,776,084 | $ (98,260,155) | $ (534,575) | $ (27,952,679) |
Statement of Changes in Stock_2
Statement of Changes in Stockholder's Equity (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||||
Common Stock Issued for Services, Value Per Share | $ 0.008 | $ 0.008 | $ .008 | $ .008 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Cash Flows From Operating Activities: | |||||||
Net Loss | $ (3,480,314) | $ (1,184,171) | $ 2,775,974 | $ (7,534,812) | $ (4,664,484) | $ (4,758,842) | |
Adjustments to reconcile net loss to net cash used in operations | |||||||
Depreciation/Amortization | 8,275 | ||||||
Stock and stock options issued for services | $ 46,500 | ||||||
Stock issued in exchange of warrant forgiveness | 2,760 | 2,760 | |||||
Amortization of debt offering costs | $ 3,525 | $ 33,390 | |||||
Amortization of debt discount | 169,379 | 878,817 | |||||
Change in fair value of derivative liability | 3,654,950 | 2,355,202 | |||||
Derivative Expense | 277,446 | 375,302 | |||||
Changes in operating assets and liabilities: | |||||||
(Increase)/Decrease in prepaid expenses | 49,730 | ||||||
Increase in accounts payable | 26,021 | (44,540) | |||||
Increase in accrued expenses | 253,381 | 255,617 | |||||
Increase in accrued expenses - related party | 487,630 | (13,000) | |||||
Net Cash Used In Operating Activities | (69,598) | (810,789) | |||||
Cash Flows From Investing Activities: | |||||||
Purchase of property and equipment | |||||||
Net Cash Used In Investing Activities | |||||||
Cash Flows From Financing Activities: | |||||||
Proceeds from stockholder loans / lines of credit | 69,891 | 268,698 | |||||
Repayment from stockholder loans / lines of credit | (284,954) | ||||||
Repayment of convertible note | |||||||
Proceeds from issuance of convertible note, less offering costs and OID costs paid | 827,200 | ||||||
Repayment of note payable | |||||||
Net Cash Provided by Financing Activities | 69,891 | 810,944 | |||||
Net Decrease in Cash | 293 | 155 | |||||
Cash at Beginning of Year | $ 449 | $ 745 | 449 | 745 | $ 745 | ||
Cash at End of Year | $ 742 | $ 900 | 742 | 900 | $ 449 | ||
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 | 824,379 | ||||||
Reclassification to additional paid in capital for financial instruments that ceased to be a derivative liability | $ 1,231,531 |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Organization | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
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. On August 9, 2016, the Company moved a level down from OTCQB to OTC Pink Current Information where it is within the continued standards and pricing requirements as found in Section 2 of the OTCQB Eligibility Standards . It is management's opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. These unaudited interim financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 29, 2019. (B) Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. (C) Cash and Cash Equivalents For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of June 30, 2019, and December 31, 2018, the Company had no cash equivalents. (D) Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is provided using the straight-line method over the estimated useful life of three to five years. (E) Research and Development The Company has adopted the provisions of FASB Accounting Standards Codification No. 350, Intangibles - Goodwill & Other . (F) Concentration of Credit Risk The Company at times has cash in banks in excess of FDIC insurance limits. The Company had $0 in excess of FDIC insurance limits as of June 30, 2019 and December 31, 2018. (G) Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists;(2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. (H) Loss Per Share In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” The computation of basic and diluted loss per share for the years ended June 30, 2019 and 2018, excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: June 30, 2019 June 30, 2018 Stock Warrants (Exercise price - $0.25 - $.52/share) — 19,220,690 Stock Options (Exercise price - $0.00250/share) 95,332,500 95,332,500 Convertible Debt (Exercise price - $0.0001 - $.000150/share) 114,402,012,842 24,043,223,934 Series A Convertible Preferred Shares ($0.01/share) 250,000,000 250,000,000 Total 114,747,345,342 24,407,777,124 The Company’s obligations to issue shares upon conversion of its outstanding convertible notes, the exercise of stock options and warrants and conversion of its preferred stock (the “Convertible Instruments”) at current market prices for its common stock exceeds by the 111,321,198,165 authorized but unissued shares of Common Stock as of the date of this report (the “Potentially Issuable Shares”). While it is uncertain whether the Company would receive requests to issue all of the Potentially Issuable Shares and the number of such shares fluctuates based on the market price of the Company’s common stock, the Company may increase the number of its authorized shares of common stock or effectuate a recapitalization, or a combination of both, in order to make available additional shares of its Common Stock for the Potentially Issuable Shares. Such action would require shareholder approval. Until such time as the Company has a sufficient number of shares of its Common Stock for issuance to cover the Potentially Issuable Shares, the Company could be subject to penalties and damages to the holders of the Convertible Instruments in the event it does not deliver the Potentially Issuable Shares upon request by a holder of the Convertible Instruments. Furthermore, the lack of available shares of common stock may be deemed a default under one or more of the Convertible Instruments. (I) Income Taxes The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”) Income Taxes. Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the Tax Act) was enacted into law and the new legislation contains several key tax provisions that affected us, including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118), which allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, we consider the accounting of the transition tax, deferred tax re-measurements, and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. We expect to complete our analysis within the measurement period in accordance with SAB 118. (J) Business Segments The Company operates in one segment and therefore segment information is not presented. (K) Recent Accounting Pronouncements In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The guidance permits entities to reclassify tax effects stranded in Accumulated Other Comprehensive Income as a result of tax reform to retained earnings. This new guidance is effective for annual and interim periods in fiscal years beginning after December 15, 2018. Early adoption is permitted in annual and interim periods and can be applied retrospectively or in the period of adoption. We are evaluating the impact of adopting this guidance on our Financial Statements. In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. The amendment provides guidance on accounting for the impact of the Tax Cuts and Jobs Act (the “Tax Act”) and allows entities to complete the accounting under ASC 740 within a one-year measurement period from the Tax Act enactment date. This standard is effective upon issuance. The Tax Act has several significant changes that impact all taxpayers, including a transition tax, which is a one-time tax charge on accumulated, undistributed foreign earnings. The calculation of accumulated foreign earnings requires an analysis of each foreign entity’s financial results going back to 1986. We are evaluating the impact of adopting this guidance on our Financial Statements. In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The new guidance is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017, with early adoption permitted. We are evaluating the impact of adopting this guidance on our Financial Statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this Update modify certain disclosure requirements of fair value measurements and are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. We are evaluating the impact of adopting this guidance on our Financial Statements. In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350). The amendments in this update simplify the test for goodwill impairment by eliminating Step 2 from the impairment test, which required the entity to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities following the procedure that would be required in determining fair value of assets acquired and liabilities assumed in a business combination. The amendments in this update are effective for public companies for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. We are evaluating the impact of adopting this guidance on our Financial Statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805); Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business to help companies evaluate whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The amendments in this update are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. We are evaluating the impact of adopting this guidance on our Financial Statements. In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently reviewing the impact of adoption of ASU 2017-11on its financial statements. (L) Fair Value of Financial Instruments The carrying amounts on the Company’s financial instruments including accounts payable, derivative liability, convertible note payable, and note payable, approximate fair value due to the relatively short period to maturity for these instruments. We adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The following are the major categories of liabilities measured at fair value on a recurring basis: as of June 30, 2019 and December 31, 2018, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): June 30, 2019 December 31, 2018 Fair Value Measurement Using Fair Value Measurement Using Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Derivative Liabilities — 17,504,541 — 17,504,541 — 13,849,591 — 13,849,591 (M) Stock-Based Compensation In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation - Stock Compensation. Under FASB Accounting Standards Codification No. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively. Equity instruments (“instruments”) issued to other than employees are recorded based on the fair value of the instruments, as required by FASB Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505, Equity Based Payments to Non-Employees defines the measurement date and recognition period for such instruments. In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each grant as defined in the FASB Accounting Standards Codification. (N) Reclassification Certain amounts from prior periods have been reclassified to conform to the current period presentation. These reclassifications had no impact on the Company's net loss or cash flows. (O) Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. (P) Original Issue Discount For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt. (Q) Debt Issue Costs and Debt Discount The Company may pay debt issue costs, and record debt discounts in connection with raising funds through the issuance of convertible debt. These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Going Concern | NOTE 2 GOING CONCERN As reflected in the accompanying condensed unaudited financial statements, the Company had a net loss of $4,664,484 for the six months ended June 30, 2019, has an accumulated deficit of $98,260,155 as of June 30, 2019, and has negative cash flow from operations of $69,598 for the six months ended June 30, 2019. As the Company continues to incur losses, transition to profitability is dependent upon the successful commercialization of its products and achieving a level of revenues adequate to support the Company’s cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional cash. Management intends to fund future operations through additional private or public debt or equity offerings. Based on the Company’s operating plan, existing working capital at December 31, 2018 was not sufficient to meet the cash requirements to fund planned operations through December 31, 2019 without additional sources of cash. The Company continues to explore various financing alternatives, including debt and equity financings and strategic partnerships, as well as trying to generate revenue. However, at this time, the Company has no commitments to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all. If the Company is unable to obtain additional funding and improve its operations, the Company’s financial condition and results of operations may be materially adversely affected, and the Company may not be able to continue operations. This raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 3 DEBT AND ACCOUNTS PAYABLE Debt consists of the following: AS of June 30, 2019 As of December 31, 2018 Line of credit– related party $ 376,466 $ 306,575 Accrued interest – related party 469,121 233,484 Accrued expenses – related party 422,945 170,945 Convertible debt $ 6,160,429 6,160,429 Less: debt discount — (169,377 ) Less: debt issue costs — (3,525 ) Convertible debt - net 6,160,429 5,987,527 Total current debt 7,428,961 $ 6,698,531 (A) Line of credit – related party Line of credit with the principal stockholder consisted of the following activity and terms: Principal Interest Rate Balance - December 31, 2018 $ 310,290 Borrowings during the six months ended June 30, 2019 69,892 Interest accrual 7,131 Balance –June 30, 2019 $ 387,313 Accounts payable consists of the following : As of June 30, 2018 As of December 31, 2018 Accounts Payable $ 701,312 $ 675,295 Total accounts payable $ 701,312 $ 675,295 (B) Convertible Debt During the six months ended June 30, 2019 and year ending December 31, 2018, the Company issued convertible notes totaling $0, less the original issue discount and debt issue costs of $0, for net proceeds of $0 and $827,200, respectively. Six months ended June 30, 2019 Amount of Principal Raised Year ended December 31, 2018 Amount of Principal Raised Interest Rate 0% - 12% 0% - 12% Default interest rate 14% - 22% 14% - 22% Maturity November 4, 2015 –May 22, 2019 November 4, 2015 –December 7, 2018 Conversion terms 1 65% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period prior to the conversion. 3,691,578 3,691,578 Conversion terms 2 65% of the “Market Price”, which is the one lowest trading prices for the common stock during the ten (10) trading day period prior to the conversion. 1,131,560 1,131,560 Conversion terms 3 70% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the fifteen (15) trading day period prior to the conversion. paid on conversion paid on conversion Conversion terms 4 75% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period prior to the conversion. 765,000 765,000 Conversion terms 5 60% of the “Market Price”, which is the lowest trading prices for the common stock during the fifteen (15) trading day period prior to the conversion. paid on conversion paid on conversion Conversion terms 6 Conversion at $0.10 per share Paid on conversion Paid on conversion Conversion terms 7 60% of the “Market Price”, which is the lowest trading prices for the common stock during the ten (10) trading day period prior to the conversion. 50,000 50,000 Conversion terms 8 65% of the “Market Price”, which is the two lowest trading prices for the common stock during the ten (10) trading day period prior to the conversion. 265,050 265,050 Conversion terms 9 65% of the “Market Price”, which is the two lowest trading prices for the common stock during the fifteen (15) trading day period prior to the conversion. 204,579 204,579 Conversion terms 10 65% of the “Market Price”, which is the one lowest trading prices for the common stock during the fifteen (15) trading day period prior to the conversion. paid on conversion paid on conversion Conversion terms 11 60% of the “Market Price”, which is the two lowest trading prices for the common stock during the twelve (12) trading day period prior to the conversion. paid on conversion paid on conversion Conversion terms 12 61% of the “Market Price”, which is the average of the three lowest trading prices for the common stock during the ten (10) trading day period prior to the conversion. 52,662 52,662 Convertible Debt 6,160,429 6,160,429 Less: Debt Discount -3 (169,377 ) Less: Debt Issue Costs (3,525 ) Convertible Debt - net 6,160,429 5,987,527 The debt holders are entitled, at their option, to convert all or part of the principal and accrued interest into shares of the Company’s common stock at conversion prices and terms discussed above. The Company classifies embedded conversion features in these notes and warrants as a derivative liability due to management’s assessment that the Company may not have sufficient authorized number of shares of common stock required to net-share settle or due to the existence of a ratchet due to an anti-dilution provision. See Note 4 regarding accounting for derivative liabilities. During the year ended December 31, 2018, the Company converted debt and accrued interest, totaling $878,214 into 4,289,679,230 shares of common stock. Convertible debt consisted of the following activity and terms: Convertible Debt Balance as of December 31, 2018 6,160,429 4% - 12% Borrowings - Conversions - Convertible Debt Balance as of June 30, 2019 6,160,429 (B) Debt Issue Costs During the years ended December 31, 2018, the Company paid debt issue costs totaling $20,500 The following is a summary of the Company’s debt issue costs: Six months ended June 30, 2019 Year Ended December 31, 2018 Debt issue costs $ 362,423 362,423 Accumulated amortization of debt issue costs (362,423 ) (358,898 ) Debt issue costs – net $ — 3,525 During the six months ended June 30, 2019 and 2018 the Company amortized $3,525 and $33,390 of debt issue costs, respectively. (C) Debt Discount & Original Issue Discount During the six months ended June 30, 2019 and year ended December 31, 2018, the Company recorded debt discounts totaling $0 and $813,386, respectively. The debt discount and the original issue discount recorded in 2019 and 2018 pertains to convertible debt that contains embedded conversion options that are required to be bifurcated and reported at fair value and original issue discounts. The Company amortized $169,379 and $878,817 during the six months ended June 30, 2019 and 2018, respectively, to amortization of debt discount expense. Six months ended June 30, 2019 Year Ended December 31, 2018 Debt discount $ 13,221,839 13,221,839 Accumulated amortization of debt discount (13,221,839 ) (13,052,462 ) Debt discount - Net $ — 169,377 (D) Line of Credit – Related Party During the six months ended June 30, 2019, the principal stockholder has advanced $69,892 and accrued $7,131 in interest. During the year ended December 31, 2018, the principal stockholder has advanced $557,299 accrued $3,792 in interest and was repaid $284,957 under the terms of the line of credit. The line of credit balance and accrued interest as of June 30, 2019 is $387,313. |
Convertible Debt - Derivative L
Convertible Debt - Derivative Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Convertible Debt - Derivative Liabilities | NOTE 4 DERIVATIVE LIABILITIES The Company identified conversion features embedded within convertible debt issued in 2018 and 2017. The Company has determined that the features associated with the embedded conversion option should be accounted for at fair value as a derivative liability. As a result of the application of ASC No. 815, the fair value of the conversion feature is summarized as follow: Derivative Liability –December 31, 2018 $ 13,849,591 Change in fair value of embedded derivative liability for warrants issued (893) Change in fair value of embedded derivative liability for convertible instruments 3,655,843 Derivative Liability –June 30, 2019 $ 17,504,541 The Company recorded the debt discount to the extent of the gross proceeds raised and expensed immediately the remaining value of the derivative as it exceeded the gross proceeds of the note. The Company recorded a derivative expense for six months ended June 30, 2019 and 2018 of $0 and $375,302 respectively. The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of June 30, 2019: Commitment Date Re-measurement Date Expected dividends: — — Expected volatility: - 350.50%-502.98% Expected term: - 0.09–1.00 Years Risk free interest rate: - 1.10% - 2.63% The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, 2018: Commitment Date Re-measurement Date Expected dividends: — — Expected volatility: 133% - 262% 296.54%-579.57% Expected term: 0.08 - 3 Years 0.11–1.01 Years Risk free interest rate: 0.06% - 2.31% 2.23% - 2.63% |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Property and Equipment | NOTE 5 PROPERTY AND EQUIPMENT At June 30, 2019 and December 31, 2018, respectively, property and equipment are as follows: June 30, 2019 December 31, 2018 Website Development $ — $ 294,795 Furniture and Equipment — 143,071 Leasehold Improvements — 6,708 Software — 54,598 Music Equipment — 2,578 Office Equipment — 80,710 Domain Name — 1,500 Sign — 628 Total — 584,588 Less: impairment of assets — (28,211 ) Less: accumulated depreciation and amortization — (556,377 ) Property and Equipment, Net $ — $ — Depreciation expense for the six months ended June 30, 2019 and 2018 totaled $0 and $8,275, respectively. During the year ended December 31, 2018, the Company recorded an asset impairment of $28,211 consisting of office furniture and equipment. The assets are fully impaired, and the remaining carrying value is $0 for the year ended December 31, 2018. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 6 STOCKHOLDERS’ DEFICIT On February 1, 2018, the Company with the consent of the Majority Shareholder and Unanimous Written Consent of the Board of Directors filed with the Securities and Exchange Commission a Schedule 14C and with the State of Delaware an Amended Certificate of Incorporation increasing the authorized shares of common stock by 5,750,000,000 shares of common stock from 4,250,000,000 shares of common stock to 10,000,000,000 shares of common stock. (A) Common Stock During the years ended December 31, 2018, the Company issued the following common stock: Transaction Type Quantity Valuation Range of Value per share Conversion of convertible debt and accrued interest 4,373,012,563 $ 878,214 $0.0006 to- $0.00065 Services - rendered 32,678,571 46,200 $ 0.0026 Shares issued in exchange for warrant forgiveness 9,200,000 2,760 $ 0.0003 Total shares issued 4,414,891,134 $ 927,474 The Company maintains on its books and within the above financials, debt to Venture Champion Asia Limited and ICG USA LLC or its designee(s) which is currently in default and has not been converted due to ICG’s settled administrative proceeding with the SEC, where the Company awaits any rightful exemption or regulatory no-action that would render any forward moving action compliant by all the parties. The Company announced that it entered into an Agreement with Vedanti Systems Limited and Vedanti Licensing Limited (VLL) that resolves their dispute over the international Optimized Data Transmission (ODT) patent portfolio previously owned by Vedanti. The Agreement further provides that VLL and the Company will become co-owners of the pioneering portfolio. In consideration of the patent portfolio purchase, the Company issued 80,000,000 shares of its common stock to VLL. This patent portfolio consists of patents in the following countries: The United States, Australia, Austria, Cyprus, Denmark, Spain, Finland, France, Ireland, Italy, Luxembourg, Monaco, Portugal, Sweden, Turkey, Belgium, Switzerland/ Liechtenstein, United Kingdom, Greece, Netherlands and Germany. The Company continues to pursue its litigations against Google. Return of Shares and Issuance of Preferred shares On October 2, 2017, the Company, in exchange for Greg Halpern's consideration issuing the Company a line of credit of $100,000 on July 6, 2017 and another line of credit of $200,000 on October 2, 2017 and for Mr. Halpern's forgiveness of $960,000 of interest owed to Mr. Halpern for his Preferred Shares accrued dividend rate of 8% per annum of his already owned 5 million Series A Convertible Preferred Shares, the Board deemed it proper to grant Mr. Halpern an additional 800,000,000 shares of the Company's common stock, which at Mr. Halpern's election he may convert into 5,000,000 additional Series A Convertible Preferred Shares with the same voting rights and percentages as his previously granted and owned 5,000,000 Series A Convertible Preferred Shares. On November 8, 2017, the Company, at Greg Halpern's election, converted 800,000,000 shares of Common Stock into 5,000,000 Series A Convertible Preferred Shares representing 33.4% of the Company’s voting rights and control adding to Halpern’s existing 33.4% holdings, equaling 66.8% of the Company’s total voting rights and control. On March 4, 2015 the Company filed a form 8K with the SEC associated with the Company entering into a Securities Exchange Agreement and the Company filing with the Secretary of State Delaware a Certificate of Designations, Preferences and Rights whereby, among other things, the Company for good and valuable consideration, agreed that in consideration of a large shareholder exchanging 120,000,000 shares of common stock back to the Company, the shareholder would receive 5,000,000 shares of Series A Convertible Preferred Stock of the Company at a Stated Value of $0.96 per share and a Conversion Price of $0.04 per share. These 5,000,000 Series A Convertible Preferred Shares represent 33.4% of the Company’s voting rights and control and accrue dividends at a rate of 8% per annum Stated Value, payable in cash or in kind at the election of the Board of Directors. For the six months ended June 30, 2019 and 2018, respectively, the Company has not declared dividends. (B) Stock Warrants The following tables summarize all warrant grants as of June 30, 2019, and the related changes during these periods are presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Balance, December 31, 2018 11,620,690 $ 0.01 1.2 Granted — Exercised — Cancelled/Forfeited (11,620,690 ) Balance, June 30, 2019 - $ - - On May 7, 2018, the Company issued 9,200,000 shares of Company’s common stock to consultant in exchange for forgiveness of Warrant Agreement with the Company with a fair value of $2,760 ($0.0003/Share). A summary of all outstanding and exercisable warrants as of December 31, 2018 is as follows: Weighted Average Aggregate Intrinsic Exercise Warrants Warrants Remaining Value Price Outstanding Exercisable Contractual Life $ 0.01 2,000,000 2,000,000 0.16 $ — $ 0.005 1,000,000 1,000,000 0.40 $ — $ 0.0029 8,620,690 8,620,690 0.25 $ — 11,620,690 11,620,690 0.25 $ — (C) Stock Options The following tables summarize all option grants as of December 31, 2018, and the related changes during these periods are presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding – December 31, 2018 95,332,500 $ - - Exercised — $ — — Forfeited or Canceled - $ — — Outstanding – June 30, 2019 95,332,500 $ 0.0025- 1.00- Exercisable – June 30, 2019 95,332,500 |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | NOTE 7 COMMITMENTS (A) Consulting Agreement |
Litigation
Litigation | 6 Months Ended |
Jun. 30, 2019 | |
Loss Contingency [Abstract] | |
LITIGATION | NOTE 8 LITIGATION From time to time, the Company has become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. On August 11, 2014, the Company and VSL simultaneously filed trade secret and patent infringement actions against Google, Inc., and its subsidiaries YouTube, LLC, and On2 Technologies, Inc., relating to proprietary and patented technology owned by Vedanti Systems Limited (“Vedanti”), a subsidiary of VSL. The patent infringement complaint was originally filed in the U.S. District Court for the District of Delaware; the trade secret suit was filed in Superior Court of California, County of Santa Clara. On September 30, 2014, the Company filed notices of voluntary dismissal without prejudice as to both lawsuits. On October 1, 2014, the Company amended the patent complaint and filed it in the U.S. District Court for the Northern District of California. In this patent lawsuit, the Company contends that, in 2010, while Google was in discussions with Vedanti about the possibility of acquiring Vedanti's patented digital video streaming techniques and other proprietary methods, Google gained access to and received technical guidance regarding Vedanti’s proprietary codec, a computer program capable of encoding and decoding a digital data stream or signal. The lawsuit further alleges that soon after Google and Vedanti initiated negotiations, Google willfully infringed Vedanti's patent by incorporating Vedanti's patented technology into Google's own VP8, VP9, WebM, YouTube, Google Adsense, Google Play, Google TV, Chromebook, Google Drive, Google Chromecast, Google Play-per-view, Google Glasses, Google+, Google’s Simplify, Google Maps, and Google Earth, without compensating Vedanti for such use. On May 13, 2015 Google's “motion to dismiss” was denied by the Northern District of California court in a seven-page order, stating that Max Sound had sufficiently alleged the existence and validity of the '339 Patent. However, on November 24, 2015, the court granted a second motion to dismiss for lack of subject matter jurisdiction based on the defendants’ argument that the agreements between the Company and VSL/Vedanti did not clearly give the Company standing to enforce the patent rights. The Company appealed that decision on February 22, 2016. One January 18, 2017 the Company received a notice from the Federal Circuit Court of Appeals that affirmed the order of the District Court dismissing MAXD's patent infringement lawsuit against Google for lack of standing. The Court did not issue a written decision explaining its reasoning or that the Company's arguments were not correct; however, The Company believes that their decision was predicated on the fact that as now co-owners of the patents with Vedanti, the Company can simply re-file together against Google. The Court also issued an order denying Google's motion arguing that the Company's appeal should be dismissed as moot. On September 25, 2017, the Court issued an order that the Company should reimburse defendants for its attorneys’ fees in the amount of $820,321.41. The Company believes that the Order for fees is without merit and has appealed. For the years ended December 31, 2018 and 2017, respectively, the Company recorded judgement payable on the balance sheet for $819,626, respectively. The Company was informed by counsel that the Order for fees was without merit and appealed but was told at the hearing that Google would lose the appeal if the Company had not committed Waiver. After an excessively long delay by the Federal Appeals Court to hear the case so it could be combined with another case (Vedanti Licensing Limited vs Google) using the same Tribunal with the sole intention to harm the Company, and continue to allow Google to steal and destroy the ODT Patent while profiting from it as a key component of its business, the Appeal was finally heard and the Company lost with no reasonable explanation with the corrupt Tribunal simply rubber stamping both cases Affirmed See Fed Rule 36, which means “we won’t even look at the facts because then we would have no choice but to reverse the case.” The Company is exploring additional rights it may have in both cases with its ongoing battle against Judicial Corruption. The Company is taking recourse by planning to file a petition for rehearing en banc, where all judges of the appellate court will hear the case. This petition is based on a precedent case similar to Max Sound’s case with the same defense lawyer for the opposing side, the same judges who heard the case and a similar chain of events. Max Sound had until April 11, 2019 to file the petition. Max Sound filed the petitions for rehearing and rehearing en banc and on May 7, 2019, the Court invited Google to respond to the petitions. Google has until May 21, 2019 to submit their response. On December 5, 2014, the Company, along with renowned architect Eli Attia, filed a lawsuit in the Superior Court of California, County of Santa Clara, against Google, its co-founders Sergey Brin and Larry Page, Google’s spinoff company Flux Factory, and senior executives of Flux. Plaintiffs’ allege misappropriation of trade secrets, breach of contract and other contract-related claims, breach of confidence, slander of title, violation of California’s Unfair Competition Law (California Business and Professionals Code §§ 17200 et seq.), and fraud, and a claim for declaratory relief. The lawsuit contends that Google and the other Defendants stole Mr. Attia’s trade secrets, proprietary information, and know-how regarding a revolutionary architecture design and building process that he alone had invented, known as Engineered Architecture. Defendants are alleged to have engaged Mr. Attia in 2010 and 2011 to translate his architectural technology into software for a proof of concept, with the goal of determining at that point whether to continue with full-scale development with Mr. Attia. Instead, the lawsuit claims that once Mr. Attia had disclosed the trade secrets and proprietary information Defendants needed to bring the technology to market, they severed ties with Mr. Attia, and continued to use his technology without a license and without compensation, in order to bring the technology to market themselves. Plaintiffs seek a permanent injunction against Google, damages (including punitive damages), and restitution. As exclusive agent to Eli Attia to enforce all rights with respect to the subject technology, the Company has retained Buether Joe & Carpenter LLC to represent the Company in the suit, on a contingency fee basis. The case will be vigorously prosecuted, and the Company believes it has a good likelihood of success. Defendants have filed multiple demurrers to the complaint, and the Court has issued orders allowing the case to proceed. Defendants filed another demurrer on March 17, 2016, which was denied by the Court on August 12, 2016. On October 4, 2017, the Court granted Mr. Attia leave to amend the complaint to add causes of action against defendants for civil violations of the federal Racketeer Influenced and Corrupt Organizations Act (commonly known as RICO). Subsequently, on October 23, 2017, the defendants removed the lawsuit from California state court to the federal district court in the Northern District of California, San Jose Division. The parties continue to file motions and are expected to begin the discovery phase of the litigation. The Trade Secret Theft and Misappropriation case was remanded to the Santa Clara County Superior Court on March 19, 2019. A Case Management Conference was recently held for the case and following determinations were made with reference to the trial – Essential parties have been served or appeared. This case is At-Issue. Parties, including fictitious ones, who have been served or who have not appeared, are severed and ordered off the Civil Active List. Jury demanded by TBD. Jury waived by TBD. Trial estimate is TBD days. Further Case Management Conference set for October 18, 2019 at 10:00 a.m. in Department 19. Mandatory Settlement Conference set for August 26, 2020 at 9:00 a.m. in Department 19. Jury Trial set for September 8, 2020 at 9:00 a.m. in Department 19. On June 1, 2016, the Company was named as a defendant in an action filed in the Superior Court of the State of California, County of Los Angeles – Central District, captioned Adli Law Group, PC v. Max Sound Corporation (Case No. BC621886). Plaintiff alleges two causes of action for Breach of Contract and a cause of action for Common Counts, all arising out of the Company’s alleged failure to pay for Plaintiff’s legal services. Even though the Company was never served with the Complaint, default was entered against the Company. The Default has been set aside and the Company has responded to the Complaint with an Answer and Cross-Complaint for Breach of Contract, Professional Negligence, Breach of Fiduciary Duty, Conversion, and Fraud, due to the fact, that among other things, Adli Law reassigned the Company's primary patent to itself. The parties have begun the discovery phase of the litigation and the Judge had set a status hearing for January 19, 2018.On June 1, 2018, Adli filed a motion for summary judgment on numerous issues. One issue raised by Adli (at the very end of their motion and in only a single paragraph) was that Max Sound was a forfeited corporation and thus, “is foreclosed from prosecuting any action in California courts.” Adli did not raise this issue before filing its papers. Max Sound’s counsel, SML Avvocati, P.C. had since learned that the California Franchise Tax Board contended that Max Sound owed back taxes, hence the forfeiture. Max Sound hired a CPA tax specialist to assist with paying its outstanding taxes and to obtain a revivor to cure its forfeited status and thus be able to regain its ability to both defend itself in this action and prosecute its counterclaims. However, despite working diligently with the hope of resolving this issue before the summary judgment motion hearing set for September 6, 2018, Max Sound had not resolved its issues with the state of California and had not yet obtained a revivor. As a result, Max Sound respectfully requested that the court grant a stay in the proceedings until Max Sound was able to obtain a revivor or, in the alternative, a continuance of all proceedings. A stay or continuance was necessary because Max Sound’s counsel would not be able to respond to the pending summary judgment motion (or any other substantive proceeding), and Max Sound would be unable to defend itself against this action or prosecute its cross-complaint until Max Sound’s forfeited status was cured. The court provided a summary default judgment in favor of Adli. After entry of the adverse judgment subject to appeal, Appellant Max Sound requested that the SML Avvocati, P.C. firm file a notice of appeal on its behalf. The SML Avvocati, P.C. firm agreed to file the notice of appeal and to represent Appellant, Max Sound, in connection with the appeal. On November 21, 2018, the SML Avvocati, P.C. firm filed a notice of appeal on Appellant’s behalf before the Superior Court, which was followed on December 4, 2018, by a notice designating record on appeal. On December 17, 2018, the SML Avvocati, P.C. firm filed a Civil Case Information Statement before the Court on Appellant’s behalf. SML Avvocati, P.C. was scheduled to file an opening brief on February 12, 2019. In the week of March 18, 2019, the SML Avvocati, P.C. firm informed Appellant for the first time that it would not file any brief on Appellant’s behalf or take any further action in the appeal unless Appellant immediately paid them an exorbitant sum of allegedly unpaid attorney’s fees. SML Avvocati, P.C. did not file a motion to withdraw as counsel with the Court, nor did SML Avvocati, P.C. take any steps before the Court to protect Appellant’s interest, such as filing a request for an extension of time to file Appellant’s Opening Brief so that Appellant could locate new counsel. Instead, the SML Avvocati, P.C. firm improperly sought to use the imminent deadline for filing the Appellant’s Opening Brief to extort the unwarranted payment from Appellant of disputed attorney’s fees. Appellant refused to give in to SML Avvocati, P.C.’s improper attempt at extortion. A notice of default was issued by the Court on March 8, 2019, such that the 15-day default period expired on March 25, 2019. Despite substantial efforts, however, Appellant was unable to locate new appellate counsel until March 26, 2019. Max Sound’s new counsel, Klapach & Klapach, P.C. filed an application for a 30-day extension to file the opening brief. The extension was granted, and the opening brief was filed April 26, 2019. Adli responded with a Respondent Brief, Appendix and Motion to Augment. Max Sound’s counsel will file a reply brief by August 16, 2019. In November 2016, the Company entered into an agreement with Vedanti Licensing Limited ("VLL") and Vedanti Systems Limited ("Vedanti") under (the "VLL/Max Sound Agreement") granting the Company co-ownership of U.S. Patent No. 7,974,339 (the "`339 Patent") along with the other patents owned by Vedanti Systems Limited. Thus, the Company is now a co-owner with VLL of the `339 Patent and ODT Patent portfolio, pursuant to the VLL/Max Sound Agreement, the Company and VLL intend to file new lawsuit against Google and others for infringement as co-owners. No assurance can be given as to the ultimate outcome of these actions or their effect on the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Organization (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
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. On August 9, 2016, the Company moved a level down from OTCQB to OTC Pink Current Information where it is within the continued standards and pricing requirements as found in Section 2 of the OTCQB Eligibility Standards . It is management's opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year. These unaudited interim financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 29, 2019. |
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 June 30, 2019, and December 31, 2018, 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 June 30, 2019 and December 31, 2018. |
Revenue Recognition | (G) Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists;(2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. |
Loss Per Share | (H) 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 June 30, 2019 and 2018, excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: June 30, 2019 June 30, 2018 Stock Warrants (Exercise price - $0.25 - $.52/share) — 19,220,690 Stock Options (Exercise price - $0.00250/share) 95,332,500 95,332,500 Convertible Debt (Exercise price - $0.0001 - $.000150/share) 114,402,012,842 24,043,223,934 Series A Convertible Preferred Shares ($0.01/share) 250,000,000 250,000,000 Total 114,747,345,342 24,407,777,124 The Company’s obligations to issue shares upon conversion of its outstanding convertible notes, the exercise of stock options and warrants and conversion of its preferred stock (the “Convertible Instruments”) at current market prices for its common stock exceeds by the 111,321,198,165 authorized but unissued shares of Common Stock as of the date of this report (the “Potentially Issuable Shares”). While it is uncertain whether the Company would receive requests to issue all of the Potentially Issuable Shares and the number of such shares fluctuates based on the market price of the Company’s common stock, the Company may increase the number of its authorized shares of common stock or effectuate a recapitalization, or a combination of both, in order to make available additional shares of its Common Stock for the Potentially Issuable Shares. Such action would require shareholder approval. Until such time as the Company has a sufficient number of shares of its Common Stock for issuance to cover the Potentially Issuable Shares, the Company could be subject to penalties and damages to the holders of the Convertible Instruments in the event it does not deliver the Potentially Issuable Shares upon request by a holder of the Convertible Instruments. Furthermore, the lack of available shares of common stock may be deemed a default under one or more of the Convertible Instruments. |
Income Taxes | (I) Income Taxes The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”) Income Taxes. Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the Tax Act) was enacted into law and the new legislation contains several key tax provisions that affected us, including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118), which allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, we consider the accounting of the transition tax, deferred tax re-measurements, and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. We expect to complete our analysis within the measurement period in accordance with SAB 118. |
Business Segments | (J) Business Segments The Company operates in one segment and therefore segment information is not presented. |
Recent Accounting Pronouncements | (K) Recent Accounting Pronouncements In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The guidance permits entities to reclassify tax effects stranded in Accumulated Other Comprehensive Income as a result of tax reform to retained earnings. This new guidance is effective for annual and interim periods in fiscal years beginning after December 15, 2018. Early adoption is permitted in annual and interim periods and can be applied retrospectively or in the period of adoption. We are evaluating the impact of adopting this guidance on our Financial Statements. In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. The amendment provides guidance on accounting for the impact of the Tax Cuts and Jobs Act (the “Tax Act”) and allows entities to complete the accounting under ASC 740 within a one-year measurement period from the Tax Act enactment date. This standard is effective upon issuance. The Tax Act has several significant changes that impact all taxpayers, including a transition tax, which is a one-time tax charge on accumulated, undistributed foreign earnings. The calculation of accumulated foreign earnings requires an analysis of each foreign entity’s financial results going back to 1986. We are evaluating the impact of adopting this guidance on our Financial Statements. In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The new guidance is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017, with early adoption permitted. We are evaluating the impact of adopting this guidance on our Financial Statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this Update modify certain disclosure requirements of fair value measurements and are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. We are evaluating the impact of adopting this guidance on our Financial Statements. In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350). The amendments in this update simplify the test for goodwill impairment by eliminating Step 2 from the impairment test, which required the entity to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities following the procedure that would be required in determining fair value of assets acquired and liabilities assumed in a business combination. The amendments in this update are effective for public companies for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. We are evaluating the impact of adopting this guidance on our Financial Statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805); Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business to help companies evaluate whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The amendments in this update are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. We are evaluating the impact of adopting this guidance on our Financial Statements. In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently reviewing the impact of adoption of ASU 2017-11on its financial statements. |
Fair Value of Financial Instruments | L) Fair Value of Financial Instruments The carrying amounts on the Company’s financial instruments including accounts payable, derivative liability, convertible note payable, and note payable, approximate fair value due to the relatively short period to maturity for these instruments. We adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. The following are the major categories of liabilities measured at fair value on a recurring basis: as of June 30, 2019 and December 31, 2018, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): June 30, 2019 December 31, 2018 Fair Value Measurement Using Fair Value Measurement Using Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Derivative Liabilities — 17,504,541 — 17,504,541 — 13,849,591 — 13,849,591 |
Stock-Based Compensation | (M) Stock-Based Compensation In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation - Stock Compensation. Under FASB Accounting Standards Codification No. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively. Equity instruments (“instruments”) issued to other than employees are recorded based on the fair value of the instruments, as required by FASB Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505, Equity Based Payments to Non-Employees defines the measurement date and recognition period for such instruments. In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each grant as defined in the FASB Accounting Standards Codification. |
Reclassification | (N) Reclassification Certain amounts from prior periods have been reclassified to conform to the current period presentation. These reclassifications had no impact on the Company's net loss or cash flows. |
Derivative Financial Instruments | (O) Derivative Financial Instruments Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments. Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. |
Original Issue Discount | P) Original Issue Discount For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt. |
Debt Issue Costs and Debt Discount | (Q) Debt Issue Costs and Debt Discount The Company may pay debt issue costs, and record debt discounts in connection with raising funds through the issuance of convertible debt. These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Organization (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of potentially dilutive securities | June 30, 2019 June 30, 2018 Stock Warrants (Exercise price - $0.25 - $.52/share) — 19,220,690 Stock Options (Exercise price - $0.00250/share) 95,332,500 95,332,500 Convertible Debt (Exercise price - $0.0001 - $.000150/share) 114,402,012,842 24,043,223,934 Series A Convertible Preferred Shares ($0.01/share) 250,000,000 250,000,000 Total 114,747,345,342 24,407,777,124 |
Fair Value of Financial Instruments | June 30, 2019 December 31, 2018 Fair Value Measurement Using Fair Value Measurement Using Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Derivative Liabilities — 17,504,541 — 17,504,541 — 13,849,591 — 13,849,591 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Convertible Debt | AS of June 30, 2019 As of December 31, 2018 Line of credit– related party $ 376,466 $ 306,575 Accrued interest – related party 469,121 233,484 Accrued expenses – related party 422,945 170,945 Convertible debt $ 6,160,429 6,160,429 Less: debt discount — (169,377 ) Less: debt issue costs — (3,525 ) Convertible debt - net 6,160,429 5,987,527 Total current debt 7,428,961 $ 6,698,531 |
Convertible Debt | Six months ended June 30, 2019 Amount of Principal Raised Year ended December 31, 2018 Amount of Principal Raised Interest Rate 0% - 12% 0% - 12% Default interest rate 14% - 22% 14% - 22% Maturity November 4, 2015 –May 22, 2019 November 4, 2015 –December 7, 2018 Conversion terms 1 65% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period prior to the conversion. 3,691,578 3,691,578 Conversion terms 2 65% of the “Market Price”, which is the one lowest trading prices for the common stock during the ten (10) trading day period prior to the conversion. 1,131,560 1,131,560 Conversion terms 3 70% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the fifteen (15) trading day period prior to the conversion. paid on conversion paid on conversion Conversion terms 4 75% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period prior to the conversion. 765,000 765,000 Conversion terms 5 60% of the “Market Price”, which is the lowest trading prices for the common stock during the fifteen (15) trading day period prior to the conversion. paid on conversion paid on conversion Conversion terms 6 Conversion at $0.10 per share Paid on conversion Paid on conversion Conversion terms 7 60% of the “Market Price”, which is the lowest trading prices for the common stock during the ten (10) trading day period prior to the conversion. 50,000 50,000 Conversion terms 8 65% of the “Market Price”, which is the two lowest trading prices for the common stock during the ten (10) trading day period prior to the conversion. 265,050 265,050 Conversion terms 9 65% of the “Market Price”, which is the two lowest trading prices for the common stock during the fifteen (15) trading day period prior to the conversion. 204,579 204,579 Conversion terms 10 65% of the “Market Price”, which is the one lowest trading prices for the common stock during the fifteen (15) trading day period prior to the conversion. paid on conversion paid on conversion Conversion terms 11 60% of the “Market Price”, which is the two lowest trading prices for the common stock during the twelve (12) trading day period prior to the conversion. paid on conversion paid on conversion Conversion terms 12 61% of the “Market Price”, which is the average of the three lowest trading prices for the common stock during the ten (10) trading day period prior to the conversion. 52,662 52,662 Convertible Debt 6,160,429 6,160,429 Less: Debt Discount -3 (169,377 ) Less: Debt Issue Costs (3,525 ) Convertible Debt - net 6,160,429 5,987,527 |
Convertible Debt Terms | Convertible Debt Balance as of December 31, 2018 6,160,429 4% - 12% Borrowings — Conversions — Convertible Debt Balance as of June 30, 2019 6,160,429 |
Debt Issue Costs | Six months ended June 30, 2019 Year Ended December 31, 2018 Debt issue costs $ 362,423 362,423 Accumulated amortization of debt issue costs (362,423 ) (358,898 ) Debt issue costs – net $ — 3,525 |
Debt Discount | Six months ended June 30, 2019 Year Ended December 31, 2018 Debt discount $ 13,221,839 13,221,839 Accumulated amortization of debt discount (13,221,839 ) (13,052,462 ) Debt discount - Net $ — 169,377 |
Convertible Debt - Derivative_2
Convertible Debt - Derivative Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Fair Value of the Conversion Feature | Derivative Liability –December 31, 2018 $ 13,849,591 Change in fair value of embedded derivative liability for warrants issued (893 ) Change in fair value of embedded derivative liability for convertible instruments 3,655,843 Derivative Liability –June 30, 2019 $ 17,504,541 |
Management Assumptions | Commitment Date Re-measurement Date Expected dividends: — — Expected volatility: — 350.50%-502.98% Expected term: — 0.09–1.00 Years Risk free interest rate: — 1.10% - 2.63% |
Management Assumptions | Commitment Date Re-measurement Date Expected dividends: — — Expected volatility: 133% - 262% 296.54%-579.57% Expected term: 0.08 - 3 Years 0.11–1.01 Years Risk free interest rate: 0.06% - 2.31% 2.23% - 2.63% |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Notes to Financial Statements | |
Summary of property and equipment | June 30, 2019 December 31, 2018 Website Development $ — $ 294,795 Furniture and Equipment — 143,071 Leasehold Improvements — 6,708 Software — 54,598 Music Equipment — 2,578 Office Equipment — 80,710 Domain Name — 1,500 Sign — 628 Total — 584,588 Less: impairment of assets — (28,211 ) Less: accumulated depreciation and amortization — (556,377 ) Property and Equipment, Net $ — $ — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Summary of Common Stock | (A) Common Stock During the years ended December 31, 2018, the Company issued the following common stock: Transaction Type Quantity Valuation Range of Value per share Conversion of convertible debt and accrued interest 4,373,012,563 $ 878,214 $0.0006 to- $0.00065 Services - rendered 32,678,571 46,200 $ 0.0026 Shares issued in exchange for warrant forgiveness 9,200,000 2,760 $ 0.0003 Total shares issued 4,414,891,134 $ 927,474 | |
Summary of warrants activity | (B) Stock Warrants The following tables summarize all warrant grants as of June 30, 2019, and the related changes during these periods are presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Balance, December 31, 2018 11,620,690 $ 0.01 1.2 Granted — Exercised — Cancelled/Forfeited (11,620,690 ) Balance, June 30, 2019 - $ - - | |
Summary of all outstanding and exercisable warrants | A summary of all outstanding and exercisable warrants as of December 31, 2018 is as follows: Weighted Average Aggregate Intrinsic Exercise Warrants Warrants Remaining Value Price Outstanding Exercisable Contractual Life $ 0.01 2,000,000 2,000,000 0.16 $ — $ 0.005 1,000,000 1,000,000 0.40 $ — $ 0.0029 8,620,690 8,620,690 0.25 $ — 11,620,690 11,620,690 0.25 $ — | |
Summary of Stock Options | (C) Stock Options The following tables summarize all option grants as of December 31, 2018, and the related changes during these periods are presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding – December 31, 2018 95,332,500 $ — — Exercised — $ — — Forfeited or Canceled — $ — — Outstanding – June 30, 2019 95,332,500 $ 0.0025- 1.00- Exercisable – June 30, 2019 95,332,500 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Organization (Details) - shares | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Preferred Stock | ||
Summary of potentially dilutive securities | ||
Potentially dilutive securities | 250,000,000 | 250,000,000 |
Convertible Debt Securities [Member] | ||
Summary of potentially dilutive securities | ||
Potentially dilutive securities | 114,402,012,842 | 24,043,223,934 |
Equity Option [Member] | ||
Summary of potentially dilutive securities | ||
Potentially dilutive securities | 95,332,500 | 95,332,500 |
Warrant [Member] | ||
Summary of potentially dilutive securities | ||
Potentially dilutive securities | 19,220,690 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Notes to Financial Statements | ||||||
Net Loss (Income) | $ (3,480,314) | $ (1,184,171) | $ 2,775,974 | $ (7,534,812) | $ (4,664,484) | $ (4,758,842) |
Working Capital Deficit | 98,260,155 | |||||
Cash Flow from Operations | $ (69,598) |
Debt - Summary of Convertible D
Debt - Summary of Convertible Debt (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Line of credit– related party | $ 376,466 | $ 306,575 |
Accrued interest – related party | 469,121 | 233,484 |
Accrued expenses – related party | 422,945 | 170,945 |
Convertible debt | 6,160,429 | 6,160,429 |
Less: debt discount | (169,377) | |
Less: debt issue costs | (3,525) | |
Convertible debt - net | 6,160,429 | 5,987,527 |
Total current debt | $ 7,428,961 | $ 6,698,531 |
Debt - Line of Credit With Prin
Debt - Line of Credit With Principle Stockholder (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Beginning Balance, Line of Credit | $ 306,575 | |
Borrowings during period | 69,891 | $ 268,698 |
Ending Balance, Line of Credit | 376,466 | |
Principle Stockholder | ||
Beginning Balance, Line of Credit | 310,290 | |
Borrowings during period | 69,892 | |
Interest accrual | 7,131 | |
Ending Balance, Line of Credit | $ 387,313 |
Debt - Accounts Payable (Detail
Debt - Accounts Payable (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Accounts Payable | $ 701,312 | $ 675,295 |
Total accounts payable | $ 701,312 | $ 675,295 |
Debt - Schedule Of Debt Instrum
Debt - Schedule Of Debt Instruments (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Interest Rate | ||
Maturity | November 4, 2015 - May 22, 2019 | November 4, 2015 - December 7, 2018 |
Convertible Debt | $ 6,160,429 | $ 6,160,429 |
Less: Debt Discount | (3) | (169,377) |
Less: Debt Issue Costs | (3,525) | |
Convertible Debt - net | $ 6,160,429 | $ 5,987,527 |
Conversion Terms 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 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 Principal Raised | $ 3,691,578 | $ 3,691,578 |
Conversion Terms 2 | ||
Conversion Terms | 65% of the “Market Price”, which is the one lowest trading prices for the common stock during the ten (10) trading day period prior to the conversion. | 65% of the “Market Price”, which is the one lowest trading prices for the common stock during the ten (10) trading day period prior to the conversion. |
Amount of Principal Raised | $ 1,131,560 | $ 1,131,560 |
Conversion Terms 3 | ||
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 Principal Raised | ||
Conversion Terms 4 | ||
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 Principal Raised | $ 765,000 | $ 765,000 |
Conversion Terms 5 | ||
Conversion Terms | 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. | 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. |
Amount of Principal Raised | ||
Conversion Terms 6 | ||
Conversion Terms | Conversion at $0.10 per share | Conversion at $0.10 per share |
Amount of Principal Raised | ||
Conversion Terms 7 | ||
Conversion Terms | 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. | 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. |
Amount of Principal Raised | $ 50,000 | $ 50,000 |
Conversion Terms 8 | ||
Conversion Terms | 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. | 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. |
Amount of Principal Raised | $ 265,050 | $ 265,050 |
Conversion Terms 9 | ||
Conversion Terms | 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. | 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. |
Amount of Principal Raised | $ 204,579 | $ 204,579 |
Conversion Terms 10 | ||
Conversion Terms | 65% of the “Market Price”, which is the one lowest trading prices for the common stock during the fifteen (15) trading day period prior to the conversion. | 65% of the “Market Price”, which is the one lowest trading prices for the common stock during the fifteen (15) trading day period prior to the conversion. |
Amount of Principal Raised | ||
Conversion Terms 11 | ||
Conversion Terms | 60% of the “Market Price”, which is the two lowest trading prices for the common stock during the twelve (12) trading day period prior to the conversion. | 60% of the “Market Price”, which is the two lowest trading prices for the common stock during the twelve (12) trading day period prior to the conversion. |
Amount of Principal Raised | ||
Conversion Terms 12 | ||
Conversion Terms | 61% of the “Market Price”, which is the average of the three lowest trading prices for the common stock during the ten (10) trading day period prior to the conversion. | 61% of the “Market Price”, which is the average of the three lowest trading prices for the common stock during the ten (10) trading day period prior to the conversion. |
Amount of Principal Raised | $ 52,662 | $ 52,662 |
Minimum | ||
Interest Rate | 0.00% | |
Default Interest rate | 14.00% | 14.00% |
Maximum | ||
Interest Rate | 12.00% | |
Default Interest rate | 22.00% | 22.00% |
Debt - Convertible Debt (Detail
Debt - Convertible Debt (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Convertible Debt Beginning Balance, Value | $ 6,160,429 | $ 6,112,938 |
Convertible Debt Beginning Balance, Interest Rate | ||
Convertible Debt Terms, Start of Period | November 4, 2015 - December 7, 2018 | |
Borrowings during period | $ 869,579 | |
Interest Rate of Borrowings During Period | ||
Non-Cash Reclassification of accrued interest converted | 56,126 | |
Conversion of debt to into 4,289,679,230 shares of common stock with a valuation of $824,379 ($0.0006 - $0.00065/share) including the accrued interest of $55,293 | $ 878,214 | |
Convertible Debt Terms, End of Period | November 4, 2015 - May 22, 2019 | |
Convertible Debt Ending Balance, Value | $ 6,160,429 | $ 6,160,429 |
Convertible Debt Ending Balance, Interest Rate | ||
Minimum | ||
Convertible Debt Beginning Balance, Interest Rate | 4.00% | |
Interest Rate of Borrowings During Period | 0.00% | |
Convertible Debt Ending Balance, Interest Rate | 4.00% | |
Maximum | ||
Convertible Debt Beginning Balance, Interest Rate | 12.00% | |
Interest Rate of Borrowings During Period | 12.00% | |
Convertible Debt Ending Balance, Interest Rate | 12.00% |
Debt - Debt Discount (Details)
Debt - Debt Discount (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Debt discount | $ 13,221,839 | $ 13,221,839 |
Accumulated amortization of debt discount | (13,221,839) | (13,052,462) |
Debt discount - Net | $ 169,377 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Organization - Fair Value of Financial Instruments (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Derivative Liabilities | $ 17,504,541 | $ 13,849,591 |
Fair Value, Inputs, Level 1 [Member] | ||
Derivative Liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Derivative Liabilities | 17,504,541 | 13,849,591 |
Fair Value, Inputs, Level 3 [Member] | ||
Derivative Liabilities |
Derivative Liabilities - Fair V
Derivative Liabilities - Fair Value of the Conversion Feature (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Notes to Financial Statements | ||
Derivative Liability, beginning balance | $ 13,849,591 | $ 5,909,121 |
Fair value at the commitment date for convertible instruments | 1,188,688 | |
Change in fair value of embedded derivative liability for warrants issued | (893) | 17,993 |
Change in fair value of embedded derivative liability for convertible instruments | 3,655,843 | 8,062,258 |
Reclassification to additional paid in capital for financial instruments that ceased to be a derivative liability | (1,328,469) | |
Derivative Liability, ending balance | $ 17,504,541 | $ 13,849,591 |
Derivative Liabilities - Manage
Derivative Liabilities - Management Assumptions (Details) | Jun. 30, 2019USD ($)yr | Dec. 31, 2018USD ($)yr |
Minimum | ||
Expected volatility: | 133.00% | |
Expected term: | 0.08 | |
Risk free interest rate: | 0.06% | |
Maximum | ||
Expected volatility: | 262.00% | |
Expected term: | 3 | |
Risk free interest rate: | 2.31% | |
Re-measurement | ||
Expected dividends: | $ | ||
Re-measurement | Minimum | ||
Expected volatility: | 350.50% | 296.54% |
Expected term: | .09 | 0.11 |
Risk free interest rate: | 1.10% | 2.23% |
Re-measurement | Maximum | ||
Expected volatility: | 502.98% | 579.57% |
Expected term: | 1 | 1.01 |
Risk free interest rate: | 2.63% | 2.63% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Summary of property and equipment | ||
Total | $ 584,588 | |
Less: impairment of assets | (28,211) | |
Less: accumulated depreciation and amortization | (556,377) | |
Property & Equipment, Net | ||
Website Development [Member] | ||
Summary of property and equipment | ||
Total | 294,795 | |
Furniture and Equipment [Member] | ||
Summary of property and equipment | ||
Total | 143,071 | |
Leasehold Improvements [Member] | ||
Summary of property and equipment | ||
Total | 6,708 | |
Computer Software, Intangible Asset [Member] | ||
Summary of property and equipment | ||
Total | 54,598 | |
Music Equipment [Member] | ||
Summary of property and equipment | ||
Total | 2,578 | |
Office Equipment [Member] | ||
Summary of property and equipment | ||
Total | 80,710 | |
Internet Domain Names [Member] | ||
Summary of property and equipment | ||
Total | 1,500 | |
Sign [Member] | ||
Summary of property and equipment | ||
Total | $ 628 |
Stockholders' Deficit- Summary
Stockholders' Deficit- Summary of Common Stock (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Conversion of convertible debt and accrued interest, Quantity | 4,373,012,563 | ||||
Conversion of convertible debt and accrued interest, Valuation | $ 878,214 | ||||
Services - rendered, Quantity | 30,000,000 | 32,678,571 | |||
Services - rendered, Valuation | $ 4,261 | $ 45,000 | $ 46,200 | ||
Services - rendered, Value per Share | $ 0.0026 | ||||
Shares issued in exchange for warrant forgiveness, Quantity | 9,200,000 | ||||
Shares issued in exchange for warrant forgiveness, Valuation | 2,760 | 2,760 | |||
Shares issued in exchange for warrant forgiveness, Value per Share | $ 0.0003 | ||||
Shares issued in exchange of interest - related party, Quantity | |||||
Shares issued in exchange of interest - related party, Valuation | $ 377,852 | $ 446,524 | |||
Minimum | |||||
Conversion of convertible debt and accrued interest, Value per share | $ 0.0006 | ||||
Maximum | |||||
Conversion of convertible debt and accrued interest, Value per share | $ 0.00065 |
Stockholders' Deficit- Summar_2
Stockholders' Deficit- Summary of warrants activity (Details) | 6 Months Ended |
Jun. 30, 2019yr$ / sharesshares | |
Equity [Abstract] | |
Number of Warrants, Beginning Balance, Warrants | 11,620,690 |
Number of Warrants, Beginning Balance, Weighted Average Exercise Price | $ / shares | $ .01 |
Number of Warrants, Beginning Balance, Weighted Average Remaining Contractual Life (In Years) | yr | 0.25 |
Number of Warrants, Granted | |
Number of Warrants, Exercised | |
Number of Warrants, Cancelled / Forfeited | (11,620,690) |
Number of Warrants, Ending Balance, Warrants | |
Number of Warrants, Ending Balance, Weighted Average Exercise Price | $ / shares |
Stockholders' Deficit- Summar_3
Stockholders' Deficit- Summary of all outstanding and exercisable warrants (Details) | Dec. 31, 2018USD ($)yrshares |
Warrants Exercisable | 11,620,690 |
Weighted Average Remaining Contractual Life | yr | 0.25 |
Aggregate Intrinsic Value | $ | |
$0.01 | |
Warrants Outstanding | 2,000,000 |
Warrants Exercisable | 2,000,000 |
Weighted Average Remaining Contractual Life | yr | 0.16 |
Aggregate Intrinsic Value | $ | |
$0.005 | |
Warrants Outstanding | 1,000,000 |
Warrants Exercisable | 1,000,000 |
Weighted Average Remaining Contractual Life | yr | 0.40 |
Aggregate Intrinsic Value | $ | |
$0.0029 | |
Warrants Outstanding | 8,620,690 |
Warrants Exercisable | 8,620,690 |
Weighted Average Remaining Contractual Life | yr | 0.25 |
Aggregate Intrinsic Value | $ |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of option activity (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Outstanding, Shares | 95,332,500 | |
Outstanding, Shares at Year End | 95,332,500 | |
Exercisable, Shares | 95,332,500 | |
Weighted Average Excerise Price | $ 0.0025 |
Litigation (Details Narrative)
Litigation (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 25, 2017 | |
Litigation | |||
Court Order to Reimburse Defendant | $ 820,321 | ||
Recorded Judgement Payable | $ 819,626 | $ 819,626 |