Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 13, 2019 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 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 | 6,587,102,823 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 1 | $ 449 |
Total Assets | 1 | 449 |
Current Liabilities | ||
Accounts payable | 722,377 | 675,295 |
Accrued expenses | 1,626,275 | 1,245,600 |
Accrued expenses - related party | 1,138,024 | 404,429 |
Judgment payable | 819,626 | 819,626 |
Line of credit - related party | 381,546 | 306,575 |
Derivative liability | 7,278,108 | 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 | 18,126,385 | 23,288,643 |
Stockholders' Deficit | (18,126,384) | (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, 6,583,852,824 and 6,573,852,824 shares issued and outstanding, respectively | 65,967 | 65,867 |
Additional paid-in capital | 70,787,984 | 70,776,084 |
Treasury stock | (534,575) | (534,575) |
Accumulated deficit | (88,445,860) | (93,595,670) |
Total Stockholders' Deficit | (18,126,384) | (23,288,194) |
Total Liabilities and Stockholders' Deficit | $ 1 | $ 449 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Sep. 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 | 6,583,852,824 | 6,573,852,824 |
Common stock, shares outstanding | 6,583,852,824 | 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 | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Operating Expenses | ||||
General and administrative | 38,278 | 102,779 | 112,876 | 384,605 |
Consulting | 6,000 | 149,429 | 20,800 | 225,782 |
Professional fees | 4,000 | 131,126 | 29,754 | 131,126 |
Website development | 3,000 | 3,000 | 8,250 | 3,000 |
Compensation | 126,000 | 150,000 | 378,000 | 492,000 |
Total Operating Expenses | 177,278 | 536,334 | 549,680 | 1,236,513 |
Loss from Operations | (177,278) | (536,334) | (549,680) | (1,236,513) |
Other Income / (Expense) | ||||
Other income | ||||
Interest expense | (114,901) | (113,238) | (343,493) | (344,163) |
Interest expense - related party | (119,959) | (114,727) | (355,595) | (299,754) |
Derivative Expense | 375,302 | |||
Amortization of debt offering costs | (6,824) | (3,525) | (40,214) | |
Loss on debt settlement | ||||
Amortization of debt discount | (239,662) | (169,379) | (1,118,479) | |
Change in fair value of embedded derivative liability | 10,226,433 | 757,708 | 6,571,482 | (1,597,494) |
Total Other Income / (Expense) | 9,991,573 | 283,257 | 5,699,490 | (3,775,406) |
Provision for Income Taxes | ||||
Net Income (Loss) | $ 9,814,295 | $ (253,077) | $ 5,149,810 | $ (5,011,919) |
Net Loss Per Share - Basic and Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares outstanding during the year Basic and Diluted | 6,578,476,479 | 6,105,354,656 | 6,575,427,915 | 4,853,220,131 |
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 ($0.0002/sh), Shares | 30,000,000 | 30,000,000 | |||||
Common stock issued for services ($0.0002/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) | |
Common stock issued in exchange for warrant forgiveness, Value | |||||||
Common stock issued for services ($0.0002/sh), Shares | 32,678,571 | ||||||
Common stock issued for services ($0.0002/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 ($0.0002/sh), Shares | 11,878,571 | ||||||
Common stock issued for services ($0.0002/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 | (86,201,264) | (534,575) | (16,044,546) | |
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) | |
Common stock issued for services ($0.0002/sh), Shares | 10,000,000 | ||||||
Common stock issued for services ($0.0002/sh), Value | $ 12,000 | ||||||
Net Loss | 5,149,810 | ||||||
Ending Balance, Shares at Sep. 30, 2019 | 10,000,000 | 6,583,852,824 | |||||
Ending Balance, Value at Sep. 30, 2019 | $ 100 | $ 65,967 | 70,787,984 | (88,445,860) | (534,575) | (18,126,384) | |
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 ($0.0002/sh), Shares | |||||||
Common stock issued for services ($0.0002/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) | |
Common stock issued for services ($0.0002/sh), Shares | 10,000,000 | ||||||
Common stock issued for services ($0.0002/sh), Value | $ 100 | 11,900 | |||||
Net Loss | 9,814,295 | 9,814,295 | |||||
Ending Balance, Shares at Sep. 30, 2019 | 10,000,000 | 6,583,852,824 | |||||
Ending Balance, Value at Sep. 30, 2019 | $ 100 | $ 65,967 | $ 70,787,984 | $ (88,445,860) | $ (534,575) | $ (18,126,384) |
Statement of Changes in Stock_2
Statement of Changes in Stockholder's Equity (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | |
Statement of Stockholders' Equity [Abstract] | |||||
Common Stock Issued for Services, Value Per Share | $ 0.008 | $ 0.008 | $ .008 | $ .008 | $ 0.0002 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Cash Flows From Operating Activities: | |||||||
Net Loss | $ 9,814,295 | $ (1,184,171) | $ (253,077) | $ (7,534,812) | $ 5,149,810 | $ (5,011,919) | |
Adjustments to reconcile net loss to net cash used in operations | |||||||
Depreciation/Amortization | 12,233 | ||||||
Stock and stock options issued for services | $ 12,000 | $ 46,500 | |||||
Stock issued in exchange of warrant forgiveness | 2,760 | 2,760 | |||||
Amortization of debt offering costs | $ 3,525 | $ 40,214 | |||||
Amortization of debt discount | 169,379 | 1,118,479 | |||||
Change in fair value of derivative liability | (6,571,483) | 1,597,494 | |||||
Derivative Expense | 375,302 | ||||||
Changes in operating assets and liabilities: | |||||||
(Increase)/Decrease in prepaid expenses | 49,730 | ||||||
Increase in accounts payable | 47,080 | 229,860 | |||||
Increase in accrued expenses | 380,675 | 373,038 | |||||
Increase in accrued expenses - related party | 733,595 | 188,672 | |||||
Net Cash Used In Operating Activities | (75,419) | (977,637) | |||||
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 | 78,192 | 435,284 | |||||
Repayment from stockholder loans / lines of credit | (3,220) | (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 | 74,971 | 977,530 | |||||
Net Decrease in Cash | (448) | (107) | |||||
Cash at Beginning of Year | $ 449 | $ 745 | 449 | 745 | $ 745 | ||
Cash at End of Year | $ 1 | $ 638 | 1 | 638 | $ 449 | ||
Supplemental disclosure of cash flow information: | |||||||
Cash paid for interest | |||||||
Cash paid for taxes | 7,409 | ||||||
Supplemental disclosure of non-cash investing and financing activities: | |||||||
Shares issued in conversion of convertible debt and accrued interest | 877,381 | ||||||
Reclassification to additional paid in capital for financial instruments that ceased to be a derivative liability | $ 1,328,452 |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Organization | 9 Months Ended |
Sep. 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’s 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. The Company’s services may re-apply at any time after a price increase to meet all the OTCQB Eligibility Standards to be moved back to the higher OTCQB marketplace. 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 September 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 . are expensed as research and development while costs incurred in the development stage are capitalized and amortized over the life of the asset, estimated to be three years. Expenses subsequent to the launch have been expensed as website development expenses. (F) Concentration of Credit Risk The Company at times has had cash in banks in excess of FDIC insurance limits. The Company had $0 in excess of FDIC insurance limits as of September 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 September 30, 2019 and 2018, excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: September 30, 2019 September 30, 2018 Stock Warrants (Exercise price - $0.25 - $.52/share) - 13,620,690 Stock Options (Exercise price - $0.00250/share) 95,332,500 95,332,500 Convertible Debt (Exercise price - $0.0001 - $.000150/share) 58,376,841,351 57,808,682,949 Series A Convertible Preferred Shares ($0.01/share) 250,000,000 250,000,000 Total 58,722,173,851 58,167,636,139 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 55,306,026,674 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 remeasurements, 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 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease, with some specified scope exemptions. The guidance in this Update supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For public companies, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We adopted the new standard effective January 1, 2019. The adoption of this guidance did not have a material impact on our financial statements. All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable (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 September 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): September 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 — 7,278,108 — 7,278,108 — 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 | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Going Concern | NOTE 2 GOING CONCERN As reflected in the accompanying condensed unaudited financial statements, the Company has an accumulated deficit of $88,445,860, stockholders’ deficit of $18,126,384 and working capital deficit of $18,126,384. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. 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 | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 3 DEBT AND ACCOUNTS PAYABLE Debt consists of the following: As of September 30, 2019 As of December 31, 2018 Line of credit– related party $ 381,546 $ 306,575 Accrued interest – related party 589,079 233,484 Accrued expenses – related party 548,945 170,945 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 7,679,999 $ 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 nine months ended September 30, 2019 78,192 Interest accrual 10,943 Repayments (3,220) Balance – September 30, 2019 $ 396,205 Accounts payable consists of the following : As of September 30, 2019 As of December 31, 2018 Accounts Payable $ 723,377 $ 675,295 Total accounts payable $ 723,377 $ 675,295 (B) Convertible Debt During the nine months ended September 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. Nine months ended September 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 (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 September 30, 2019 6,160,429 (B) Debt Issue Costs During the year 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: Nine months ended September 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 nine months ended September 30, 2019 and 2018 the Company amortized $3,525 and $40,214 of debt issue costs, respectively. (C) Debt Discount & Original Issue Discount During the nine months ended September 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 $1,118,479 during the nine months ended September 30, 2019 and 2018, respectively, to amortization of debt discount expense. Nine months ended September 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 nine months ended September 30, 2019, the principal stockholder has advanced $78,191 and accrued $10,943 in interest and was repaid $3,220. 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 September 30, 2019 is $381,546. |
Convertible Debt - Derivative L
Convertible Debt - Derivative Liabilities | 9 Months Ended |
Sep. 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 (6,570,590) Derivative Liability –September 30, 2019 $ 7,278,108 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 nine months ended September 30, 2019 and 2018 of $0 and $375,302 respectively. The fair value at the commitment and remeasurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of September 30, 2019: Commitment Date Remeasurement Date Expected dividends: — — Expected volatility: - 423.74%-513.22% Expected term: - 0.01–1.00 Years Risk free interest rate: - 1.75% - 1.94% The fair value at the commitment and remeasurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, 2018: Commitment Date Remeasurement 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 | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Property and Equipment | NOTE 5 PROPERTY AND EQUIPMENT At September 30, 2019 and December 31, 2018, respectively, property and equipment are as follows: September 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 nine months ended September 30, 2019 and 2018 totaled $0 and $12,233, 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 | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 5 PROPERTY AND EQUIPMENT At September 30, 2019 and December 31, 2018, respectively, property and equipment are as follows: September 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 nine months ended September 30, 2019 and 2018 totaled $0 and $12,233, 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. |
Litigation
Litigation | 9 Months Ended |
Sep. 30, 2019 | |
Loss Contingency [Abstract] | |
LITIGATION | NOTE 7 LITIGATION The Company partnered with VSL to file a trade secret and parent infringement suit 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. On 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 judgment payable on the balance sheet for $819,626, respectively. 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 believes it will easily be able to have the judgment waived in the future as part of a successful settlement or licensing agreement with Google related to other suits against Google. 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 portfolio, pursuant to the VLL/Max Sound Agreement, the Company and VLL have been exploring the viability of filing a new lawsuit against Google and others for infringement as co-owners of the remaining valid claims in the Patent. 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. 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). On October 23, 2017, the Defendants exercised their right to move the lawsuit from Santa Clara County Superior Court to the Federal District Court in the Northern District of California, San Jose Division. The Trade Secret Theft and Misappropriation case was remanded to the Santa Clara County Superior Court on March 19, 2019, which based on the historical record, the Company believes will provide the most non-biased opportunity for Attia to finally receive justice in the matter. A Jury Trial has been set for September 8, 2020, a historical precedent as Google has nearly a thousand lawyers and small plaintiffs rarely reach this stage in any action against them. It is especially encouraging at a time when public opinion of Google has been declining and the Company is confident that the truth is only on the side of the Plaintiff. Currently, the Company has been assisting with research and information gathering services in the matter, and while it is not a party to the case, it holds the exclusive rights to negotiate a licensing and/or settlement agreement with the Defendants on the Plaintiff’s behalf. In 2011, when Google’s annual sales were reported at $39.7 Billion dollars, Larry Page and Sergy Brin its founders approved an Executive Summary that stated that Mr. Attia’s technology was worth $120 Billion dollars annually to Google. The RICO case has been appealed and is being argued and spearheaded by John E. Floyd, the leading authority on RICO in all fifty states. Mr. Floyd’s illustrious career has made him the go-to attorney for most district and states attorneys seeking to file RICO cases. Mr. Floyd is the protégé of G. Robert Blakey, the creator of the original RICO statute and the co-author of the Company’s initial RICO suit against Google and the founders, Larry Page and Sergey Brin as well as Google X CEO Astro Teller, Sebastian Thrun, and Flux Factory with its falsely claimed co-inventors Nicholas Chim, Jennifer Carlile, Michelle Kaufmann, Augusto Roman and Astro Teller. In the appealed RICO opening brief, Mr. Floyd makes the following points as part of his argument highlighted with **: *The district court erred in finding that “Plaintiffs’ continued use theory fails as a matter of law.” Plaintiffs have statutory standing to assert their DTSA (Defend Trade Secrets Act) claim based on Google and Flux’s unauthorized use of Plaintiffs’ trade secret information after May 11, 2016, notwithstanding Google’s wrongful publication of Plaintiffs’ trade secrets in 2012. *Plaintiffs have statutory standing to assert their RICO claims based on those allegations, notwithstanding Google’s publication of Plaintiffs’ trade secrets in 2012. *Defendants Are Estopped From Invoking Google’s Wrongful Publication of Plaintiffs’ Trade Secrets as a Defense to Plaintiffs’ DTSA and RICO Claims. *The district court misapplied the law in each of its rulings. The court’s statutory standing finding was premised on an unduly restrictive reading of the DTSA and 18 U.S.C. § 1832 that actually protects—indeed, rewards—the most egregious trade secret misappropriators—those who, like Google, steal and then extinguish trade secrets altogether by wrongfully publishing them. Neither the DTSA nor § 1832, however, can be construed in such a self-defeating manner. And in any event, Google and Flux are equitably estopped from invoking Google’s wrongful publication of Plaintiffs’ trade secrets to evade liability under either the DTSA or RICO. *The Predicate Acts Alleged in the Fifth Amended Complaint Are Sufficiently Related. Most critically, during each of these predicate offenses, all of the individual Defendants knew that the information being possessed and communicated was derived from Plaintiffs’ trade secrets, as explained above. Thus, the Fifth Amended Complaint offers enough facts to at least plausibly suggest that the individual Defendants knowingly participated in all of those predicate offenses. As a result, Plaintiffs sufficiently alleged a RICO conspiracy claim against all of the Defendants. 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 had 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 which the state finally agreed were approximately $8,000 instead of the $340,000 the state had arbitrarily wrongly calculated and the Company sought 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 of this issue and glaring mistakes by the Company’s Counsel SML Avvocati, Max Sound had to respectfully request 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 one day before Max Sound obtained a revivor. In response, the Company hired Klapach & Klapach, P.C. who filed an application for an extension to file an 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 filed a reply brief. In the conclusion of the brief, Max Sound’s counsel Mr. Klapach stated: “The trial court committed error in granting summary judgment in the Adli Firm’s favor. Based on the Adli Firm’s own evidence, there were triable issues of fact regarding the Adli Firm’s claims for unpaid fees. With respect to the Steele Litigation, nearly all of the unpaid invoices that the Adli Firm sought to recover were for legal services that were separately billed to Mr. Trammell for Mr. Trammell, Mr. Wolff, and Audio Genesis’s defense. The record also reflects that Dr. Adli orally agreed to look solely to Mr. Trammell and Mr. Wolff for payment of the Adli Firm’s fees. With respect to the patent prosecution representation, triable issues of fact existed as to whether the Adli Firm’s admitted error in identifying itself – instead of Max Sound – as the assignee of the MAXD patent was a material breach that excused Max Sound’s performance and/or entitled Max Sound to set off. With respect to the Cross-Complaint, the trial court erred in concluding that Max Sound lacked the capacity to sue when Max Sound had presented the court with a Certificate of Revivor prior to the summary judgment hearing. The trial court also erred in refusing to grant Max Sound a short continuance so that it could pay its outstanding taxes and obtain a Certificate of Revivor. For these reasons, this Court should reverse the trial court’s judgment in favor of the Adli Firm and remand this case for further proceedings.” No assurance can be given as to the ultimate outcome of these actions or their effect on the Company however the Company is confident it will receive a reversal in of the Summary Judgment and ultimately succeed in its cross complaint against the Adli Firm. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Organization (Policies) | 9 Months Ended |
Sep. 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’s 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. The Company’s services may re-apply at any time after a price increase to meet all the OTCQB Eligibility Standards to be moved back to the higher OTCQB marketplace. 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 September 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 . are expensed as research and development while costs incurred in the development stage are capitalized and amortized over the life of the asset, estimated to be three years. Expenses subsequent to the launch have been expensed as website development expenses. |
Concentration of Credit Risk | (F) Concentration of Credit Risk The Company at times has had cash in banks in excess of FDIC insurance limits. The Company had $0 in excess of FDIC insurance limits as of September 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 September 30, 2019 and 2018, excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: September 30, 2019 September 30, 2018 Stock Warrants (Exercise price - $0.25 - $.52/share) - 13,620,690 Stock Options (Exercise price - $0.00250/share) 95,332,500 95,332,500 Convertible Debt (Exercise price - $0.0001 - $.000150/share) 58,376,841,351 57,808,682,949 Series A Convertible Preferred Shares ($0.01/share) 250,000,000 250,000,000 Total 58,722,173,851 58,167,636,139 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 55,306,026,674 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 remeasurements, 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 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease, with some specified scope exemptions. The guidance in this Update supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For public companies, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We adopted the new standard effective January 1, 2019. The adoption of this guidance did not have a material impact on our financial statements. All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. |
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 September 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): September 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 — 7,278,108 — 7,278,108 — 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) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of potentially dilutive securities | September 30, 2019 September 30, 2018 Stock Warrants (Exercise price - $0.25 - $.52/share) — 13,620,690 Stock Options (Exercise price - $0.00250/share) 95,332,500 95,332,500 Convertible Debt (Exercise price - $0.0001 - $.000150/share) 58,376,841,351 57,808,682,949 Series A Convertible Preferred Shares ($0.01/share) 250,000,000 250,000,000 Total 58,722,173,851 58,167,636,139 |
Fair Value of Financial Instruments | September 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 — 7,278,108 — 7,278,108 — 13,849,591 — 13,849,591 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Convertible Debt | As of September 30, 2019 As of December 31, 2018 Line of credit– related party $ 381,546 $ 306,575 Accrued interest – related party 589,079 233,484 Accrued expenses – related party 548,945 170,945 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 7,679,999 $ 6,698,531 |
Convertible Debt | Convertible Debt Balance as of December 31, 2018 6,160,429 4% - 12% Borrowings — Conversions — Convertible Debt Balance as of September 30, 2019 6,160,429 |
Convertible Debt Terms | Nine months ended September 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 (169,377 ) Less: Debt Issue Costs (3,525 ) Convertible Debt - net 6,160,429 5,987,527 |
Debt Issue Costs | Nine months ended September 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 | Nine months ended September 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) | 9 Months Ended |
Sep. 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 (6,570,590 ) Derivative Liability –September 30, 2019 $ 7,278,108 |
Management Assumptions | Commitment Date Remeasurement Date Expected dividends: — — Expected volatility: — 423.74%-513.22% Expected term: — 0.01–1.00 Years Risk free interest rate: — 1.75% - 1.94% |
Management Assumptions | Commitment Date Remeasurement 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) | 9 Months Ended |
Sep. 30, 2019 | |
Notes to Financial Statements | |
Summary of property and equipment | September 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) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Summary of Common Stock | (A) Common Stock During the nine months ended September 30, 2019, the Company issued the following common stock: Transaction Type Quantity Valuation Range of Value per share Services - rendered 10,000,000 12,000 $ 0.0002 Total shares issued 10,000,000 $ 12,000 |
Summary of warrants activity | (B) Stock Warrants The following tables summarize all warrant grants as of September 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, September 30, 2019 - $ - - |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Organization (Details) - shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 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 | 58,376,841,351 | 57,808,682,949 |
Equity Option [Member] | ||
Summary of potentially dilutive securities | ||
Potentially dilutive securities | 95,332,500 | 95,332,500 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Notes to Financial Statements | |
Accumulated Deficit | 88,445,860 |
Working Capital Deficit | $ 18,126,384 |
Stockholders' Deficit | 18,126,384 |
Debt - Summary of Convertible D
Debt - Summary of Convertible Debt (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Line of credit– related party | $ 381,546 | $ 306,575 |
Accrued interest – related party | 589,079 | 233,484 |
Accrued expenses – related party | 548,945 | 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 | $ 7,679,999 | $ 6,698,531 |
Debt - Line of Credit With Prin
Debt - Line of Credit With Principle Stockholder (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Beginning Balance, Line of Credit | 310,290 | ||
Borrowings during period | $ 78,192 | $ 435,284 | |
Interest accrual | 10,943 | ||
Repayments | 3,220 | ||
Ending Balance, Line of Credit | $ 381,546 | ||
Principle Stockholder | |||
Ending Balance, Line of Credit | $ 310,290 |
Debt - Accounts Payable (Detail
Debt - Accounts Payable (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Accounts Payable | $ 722,377 | $ 675,295 |
Total accounts payable | $ 722,377 | $ 675,295 |
Debt - Schedule Of Debt Instrum
Debt - Schedule Of Debt Instruments (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Maturity | November 4, 2015 - May 22, 2019 | November 4, 2015 - December 7, 2018 |
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 |
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 | ||
Default Interest rate | 14.00% | 14.00% |
Maximum | ||
Default Interest rate | 22.00% | 22.00% |
Debt - Convertible Debt (Detail
Debt - Convertible Debt (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 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 | |
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 | |
Minimum | ||
Convertible Debt Beginning Balance, Interest Rate | 0.04 | |
Maximum | ||
Convertible Debt Beginning Balance, Interest Rate | 0.12 |
Debt - Debt Discount (Details)
Debt - Debt Discount (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 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 ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Derivative Liabilities | $ 7,278,108 | $ 13,849,591 |
Fair Value, Inputs, Level 1 [Member] | ||
Derivative Liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Derivative Liabilities | 7,278,108 | 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 ($) | 9 Months Ended | 12 Months Ended |
Sep. 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 | (6,570,590) | 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 | $ 7,278,108 | $ 13,849,591 |
Derivative Liabilities - Manage
Derivative Liabilities - Management Assumptions (Details) | Sep. 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: | 423.74% | 296.54% |
Expected term: | .01 | 0.11 |
Risk free interest rate: | 1.75% | 2.23% |
Re-measurement | Maximum | ||
Expected volatility: | 513.22% | 579.57% |
Expected term: | 1 | 1.01 |
Risk free interest rate: | 1.94% | 2.63% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Summary of property and equipment | ||
Total | $ 0 | $ 584,588 |
Less: impairment of assets | (28,211) | |
Less: accumulated depreciation and amortization | (556,377) | |
Property & Equipment, Net | 0 | 0 |
Website Development [Member] | ||
Summary of property and equipment | ||
Total | 0 | 294,795 |
Furniture and Equipment [Member] | ||
Summary of property and equipment | ||
Total | 0 | 143,071 |
Leasehold Improvements [Member] | ||
Summary of property and equipment | ||
Total | 0 | 6,708 |
Computer Software, Intangible Asset [Member] | ||
Summary of property and equipment | ||
Total | 0 | 54,598 |
Music Equipment [Member] | ||
Summary of property and equipment | ||
Total | 0 | 2,578 |
Office Equipment [Member] | ||
Summary of property and equipment | ||
Total | 0 | 80,710 |
Internet Domain Names [Member] | ||
Summary of property and equipment | ||
Total | 0 | 1,500 |
Sign [Member] | ||
Summary of property and equipment | ||
Total | $ 0 | $ 628 |
Stockholders' Deficit- Summary
Stockholders' Deficit- Summary of Common Stock (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 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 | 10,000,000 | 32,678,571 | |||
Services - rendered, Valuation | $ 4,261 | $ 45,000 | $ 12,000 | $ 46,200 | ||
Services - rendered, Value per Share | $ 0.0002 | $ 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 | $ 53,004 | $ 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) | 9 Months Ended |
Sep. 30, 2019yr$ / sharesshares | |
Equity [Abstract] | |
Number of Warrants, Beginning Balance, Warrants | 11,620,690 |
Number of Warrants, Beginning Balance, Weighted Average Exercise Price | $ / shares | $ 0.01 |
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 | 9 Months Ended | |
Sep. 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 Judgment Payable | $ 819,626 | $ 819,626 |
Uncategorized Items - maxd-2019
Label | Element | Value |
Reclassification of derivative liability associated with convertible debt, Shares | MAXD_ReclassificationOfDerivativeLiabilityAssociatedWithConvertibleDebtShares | 96,920 |
Additional Paid-In Capital | ||
Reclassification of derivative liability associated with convertible debt, Shares | MAXD_ReclassificationOfDerivativeLiabilityAssociatedWithConvertibleDebtShares | 96,920 |
Common stock issued in exchange for warrant forgiveness, Value | us-gaap_StockIssuedDuringPeriodValueOther | $ 47,921 |
Common Stock | ||
Reclassification of derivative liability associated with convertible debt, Shares | MAXD_ReclassificationOfDerivativeLiabilityAssociatedWithConvertibleDebtShares | |
Common stock issued in exchange for warrant forgiveness, Value | us-gaap_StockIssuedDuringPeriodValueOther | $ 5,083 |
Common stock issued for services ($0.0002/sh), Shares | us-gaap_StockIssuedDuringPeriodSharesIssuedForServices | |
Preferred Stock | ||
Reclassification of derivative liability associated with convertible debt, Shares | MAXD_ReclassificationOfDerivativeLiabilityAssociatedWithConvertibleDebtShares | |
Common stock issued for services ($0.0002/sh), Shares | us-gaap_StockIssuedDuringPeriodSharesIssuedForServices | |
Accumulated Deficit | ||
Net Loss | us-gaap_NetIncomeLoss | $ (253,077) |
Reclassification of derivative liability associated with convertible debt, Shares | MAXD_ReclassificationOfDerivativeLiabilityAssociatedWithConvertibleDebtShares | |
Common stock issued in exchange for warrant forgiveness, Value | us-gaap_StockIssuedDuringPeriodValueOther | |
Treasury Stock | ||
Reclassification of derivative liability associated with convertible debt, Shares | MAXD_ReclassificationOfDerivativeLiabilityAssociatedWithConvertibleDebtShares | |
Common stock issued in exchange for warrant forgiveness, Value | us-gaap_StockIssuedDuringPeriodValueOther | |
Series A Preferred Stock | Preferred Stock | ||
Reclassification of derivative liability associated with convertible debt, Shares | MAXD_ReclassificationOfDerivativeLiabilityAssociatedWithConvertibleDebtShares | |
Common stock issued for services ($0.0002/sh), Shares | us-gaap_StockIssuedDuringPeriodSharesIssuedForServices |