Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 22, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | MAX SOUND CORPORATION | |
Entity Central Index Key | 0001353499 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Entity Common Stock Shares Outstanding | 6,882,102,823 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-51886 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 26-3534190 | |
Entity Address Address Line 1 | 3525 Del Mar Heights Road # 802 | |
Entity Address City Or Town | San Diego | |
Entity Address State Or Province | CA | |
Entity Address Postal Zip Code | 92130 | |
City Area Code | 800 | |
Local Phone Number | 327-6293 | |
Entity Interactive Data Current | Yes |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 18,147 | $ 0 |
Total Assets | 18,147 | 0 |
Current Liabilities | ||
Accounts payable | 835,012 | 814,239 |
Accrued expenses | 2,729,264 | 2,307,806 |
Accrued expenses - related party | 2,719,044 | 2,148,692 |
Judgement payable | 819,626 | 819,626 |
Line of credit - related party | 362,943 | 402,203 |
Convertible note payable | 5,940,429 | 6,160,429 |
Total Current Liabilities | 13,406,318 | 12,652,995 |
Commitments and Contingencies | 0 | 0 |
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, No shares issued and outstanding | 0 | 0 |
Common stock, $0.00001 par value; 10,000,000,000 shares authorized, 6,878,852,823 and 6,583,852,824 shares issued and outstanding, respectively | 70,717 | 65,967 |
Additional paid-in capital | 71,063,234 | 70,787,984 |
Treasury stock | (534,575) | (534,575) |
Accumulated deficit | (83,987,647) | (82,972,471) |
Total Stockholders' Deficit | (13,388,171) | (12,652,995) |
Total Liabilities and Stockholders' Deficit | 18,147 | 0 |
Series, A Convertible Preferred Stock [Member] | ||
Stockholders' Deficit | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, No shares issued and outstanding | $ 100 | $ 100 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred Stock, Par or Stated Value Per Share | $ 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 |
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 10,000,000,000 | 10,000,000,000 |
Common Stock, Shares, Issued | 6,878,852,823 | 6,583,852,824 |
Common Stock, Shares, Outstanding | 6,878,852,823 | 6,583,852,824 |
Series, A Convertible Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 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 | 10,000,000 | 10,000,000 |
Condensed Statements of Operati
Condensed Statements of Operations (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Condensed Statements of Operations (UNAUDITED) | ||||
Revenue | $ 37,000 | $ 0 | $ 288,000 | $ 0 |
Operating Expenses | ||||
General and administrative | 26,820 | 17,432 | 258,630 | 72,496 |
Professional fees | 24,940 | 3,800 | 67,274 | 53,600 |
Compensation | 72,000 | 72,000 | 216,000 | 270,000 |
Total Operating Expenses | 123,760 | 93,232 | 541,904 | 396,096 |
Loss from Operations | (86,760) | (93,232) | (253,904) | (396,096) |
Other Income / (Expense) | ||||
Interest income | 0 | 0 | 0 | |
Interest expense | (134,450) | (139,719) | (404,921) | (395,983) |
Interest expense - related party | (119,652) | (119,105) | (356,351) | (377,143) |
Other income | 0 | 0 | 0 | 26,333 |
Total Other Income / (Expense) | (254,102) | (258,824) | (761,272) | (746,793) |
Provision for Income Taxes | 0 | 0 | 0 | 0 |
Net Loss | $ (340,862) | $ (352,056) | $ (1,015,176) | $ (1,142,889) |
Net Loss Per Share - Basic and Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares outstanding | ||||
during the year Basic and Diluted | 6,878,852,823 | 6,583,852,824 | 6,804,383,959 | 6,583,852,824 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders' Deficit (UNAUDITED) - USD ($) | Total | Series A, Preferred Stock | Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Treasury Stock |
Balance, shares at Dec. 31, 2019 | 10,000,000 | 6,583,852,824 | |||||
Balance, amount at Dec. 31, 2019 | $ (11,155,177) | $ 100 | $ 0 | $ 65,967 | $ 70,787,984 | $ (81,474,653) | $ (534,575) |
Net loss | (1,142,889) | $ 0 | 0 | (1,142,889) | |||
Balance, shares at Sep. 30, 2020 | 10,000,000 | 6,583,852,824 | |||||
Balance, amount at Sep. 30, 2020 | (12,298,066) | $ 100 | 0 | $ 65,967 | 70,787,984 | (82,617,542) | (534,575) |
Balance, shares at Jun. 30, 2020 | 10,000,000 | 6,583,852,824 | |||||
Balance, amount at Jun. 30, 2020 | (11,946,010) | $ 100 | 0 | $ 65,967 | 70,787,984 | (82,265,486) | (534,575) |
Net loss | (352,056) | $ 0 | 0 | $ 0 | 0 | (352,056) | 0 |
Balance, shares at Sep. 30, 2020 | 10,000,000 | 6,583,852,824 | |||||
Balance, amount at Sep. 30, 2020 | (12,298,066) | $ 100 | 0 | $ 65,967 | 70,787,984 | (82,617,542) | (534,575) |
Balance, shares at Dec. 31, 2020 | 10,000,000 | 6,583,852,824 | |||||
Balance, amount at Dec. 31, 2020 | (12,652,995) | $ 100 | 0 | $ 65,967 | 70,787,984 | (82,972,471) | (534,575) |
Net loss | (1,015,176) | 0 | 0 | $ 0 | 0 | (1,015,176) | 0 |
Common stock issued in exchange for note payable ($0.0008/sh), shares | 275,000,000 | ||||||
Common stock issued in exchange for note payable ($0.0008/sh), amount | 220,000 | 0 | 0 | $ 2,750 | 217,250 | 0 | 0 |
Common stock issued for services ($0.003/sh), shares | 20,000,000 | ||||||
Common stock issued for services ($0.003/sh), amount | 60,000 | $ 0 | 0 | $ 2,000 | 58,000 | 0 | 0 |
Balance, shares at Sep. 30, 2021 | 10,000,000 | 6,878,852,824 | |||||
Balance, amount at Sep. 30, 2021 | (13,388,171) | $ 100 | 0 | $ 70,717 | 71,063,234 | (83,987,647) | (534,575) |
Balance, shares at Jun. 30, 2021 | 10,000,000 | 6,878,852,824 | |||||
Balance, amount at Jun. 30, 2021 | (13,047,309) | $ 100 | 0 | $ 70,717 | 71,063,234 | (83,646,785) | (534,575) |
Net loss | (340,862) | $ 0 | 0 | $ 0 | 0 | (340,862) | 0 |
Balance, shares at Sep. 30, 2021 | 10,000,000 | 6,878,852,824 | |||||
Balance, amount at Sep. 30, 2021 | $ (13,388,171) | $ 100 | $ 0 | $ 70,717 | $ 71,063,234 | $ (83,987,647) | $ (534,575) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flows From Operating Activities: | ||
Net Loss | $ (1,015,176) | $ (1,142,889) |
Adjustments to reconcile net loss to net cash used in operations | ||
Stock issued for services | 60,000 | 0 |
Increase in prepaid expenses | 0 | 0 |
Increase in accounts payable | 20,773 | 62,871 |
Increase in accrued expenses | 421,458 | 437,252 |
Increase in accrued expenses - related party | 570,352 | 626,530 |
Net Cash Provided by (Used in) Operating Activities | 57,407 | (16,236) |
Cash Flows From Financing Activities: | ||
Proceeds from stockholder loans / lines of credit | 85,583 | 87,655 |
Repayment from stockholder loans / lines of credit | (124,843) | (71,453) |
Net Cash Provided by (Used in) Financing Activities | (39,260) | 16,202 |
Net Decrease in Cash | 18,147 | (34) |
Cash at Beginning of Period | 0 | 34 |
Cash at End of Period | 18,147 | 0 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | $ 0 | $ 650 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION | 9 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION | |
NOTE 1 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, 2020, filed with the SEC on March 30, 2021. (B) Risks and Uncertainties In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries and infections have been reported globally. Because COVID-19 infections have been reported throughout the United States, certain federal, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. Additional, more restrictive proclamations and/or directives may be issued in the future. As a result, all of our office locations have been closed effective April 1, 2020. The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. (C) 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. (D) 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, 2021, and December 31, 2020, the Company had no cash equivalents. (E) 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. (F) Research and Development The Company has adopted the provisions of FASB Accounting Standards Codification No. 350, Intangibles - Goodwill & Other . (G) 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, 2021 and December 31, 2020. (H) 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. (I) 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 three and nine months ended September 30, 2021 and 2020, excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: September 30, September 30, 2021 2020 Convertible Debt (Exercise price - $0.0001 - $.000061/share) 117,980,324,264 117,980,324,264 Series A Convertible Preferred Shares ($0.01/share) 250,000,000 250,000,000 Total 118,230,324,264 118,230,324,264 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 115,109,177,087 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. (J) 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. (K) Business Segments The Company operates in one segment and therefore no segment information is not presented. (L) Recent Accounting Pronouncements In September 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments, which supersedes current guidance by requiring recognition of credit losses when it is probable that a loss has been incurred. The new standard requires the establishment of an allowance for estimated credit losses on financial assets including trade and other receivables at each reporting date. The new standard will result in earlier recognition of allowances for losses on trade and other receivables and other contractual rights to receive cash. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842), which extends the effective date of Topic 326 for certain companies until fiscal years beginning after December 15, 2022. The new standard will be effective for the Company in the first quarter of fiscal year beginning October 1, 2023, and early adoption is permitted. The Company has not completed its review of the impact of this standard on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes.” This guidance, among other provisions, eliminates certain exceptions to existing guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This guidance also requires an entity to reflect the effect of an enacted change in tax laws or rates in its effective income tax rate in the first interim period that includes the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the effective income tax rate with the effects on deferred income tax assets and liabilities. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. ASU 2019-12 is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. We adopted this pronouncement on January 1, 2021; however, the adoption of this standard did not have a material effect on the Company’s consolidated financial statements. All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. (M) 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, 2021 and December 31, 2020, 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, 2021 December 31, 2020 Fair Value Measurement Using Fair Value Measurement Using Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Derivative Liabilities - - - - - - - - (N) 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. (O) 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. (P) Advertising Advertising costs are expensed as incurred. These costs are included in direct operating & occupancy expenses and totaled $7,955 and $0 for the nine months ended September 30, 2021 and 2020, respectively and $0 and $0 for the three months ended September 30, 2021, and 2020, respectively. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2021 | |
GOING CONCERN | |
NOTE 2 GOING CONCERN | NOTE 2 GOING CONCERN As reflected in the accompanying condensed unaudited financial statements, the Company has an accumulated deficit of $83,987,647, stockholders’ deficit of $13,388,171 and working capital deficit of $13,388,171. 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 September 30, 2021 was not sufficient to meet the cash requirements to fund planned operations through December 31, 2021 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 AND ACCOUNTS PAYABLE
DEBT AND ACCOUNTS PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
DEBT AND ACCOUNTS PAYABLE | |
NOTE 3 DEBT AND ACCOUNTS PAYABLE | NOTE 3 DEBT AND ACCOUNTS PAYABLE Debt consists of the following: As of As of September 30, December 31, 2021 2020 Line of credit- related party $ 362,943 $ 402,203 Accrued interest - related party 1,542,099 1,185,747 Accrued expenses - related party 1,176,945 962,945 Convertible debt $ 5,940,429 $ 6,160,429 Total current debt $ 9,022,416 $ 8,711,324 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, 2020 $ 402,203 4 % Borrowings during the nine months ended September 30, 2021 85,583 - Accrued interest Repayments (124,843 ) - Balance – September 30, 2021 $ 362,943 4 % Accounts payable consists of the following: As of As of September 30, December 31, 2021 2020 Accounts Payable $ 835,012 $ 814,239 Total accounts payable $ 835,012 $ 814,239 (A) Convertible Debt On December 20, 2019, the Company removed the variable component and penalties related to its convertible debt and made it a fixed price. Convertible debt consisted of the following activity and terms: Convertible Debt Balance as of December 31, 2020 Borrowings $ 6,160,429 4%-12% Conversions ($0.0008 per share) (220,000 ) Convertible Debt Balance as of September 30, 2021 $ 5,940,429 (D) Line of Credit - Related Party During the nine months ended September 30, 2021, the principal stockholder has advanced $85,583 and accrued $11,698 in interest and was repaid $124,843. During the year ended December 31, 2020, the principal stockholder has advanced $89,655 and accrued $15,698 in interest and was repaid $71,453. The line of credit balance and accrued interest as of September 30, 2021 and December 31, 2020 is $408,821 and $436,373, respectively. |
STOCKHOLDERS DEFICIT
STOCKHOLDERS DEFICIT | 9 Months Ended |
Sep. 30, 2021 | |
STOCKHOLDERS DEFICIT | |
NOTE 4 STOCKHOLDERS' DEFICIT | NOTE 4 STOCKHOLDERS’ DEFICIT Common Stock On March 8, 2021, the Company entered into a conversion agreement executed by a note holder for 275,000,000 shares based on a conversion price of $0.0008 per share in exchange for $220,000 convertible loan balance. On April 20, 2021, the Company issued 20,000,000 shares of its common stock with a fair value of $60,000 ($0.003 /share) based on the most recent market value. Stock Warrants The Company had no outstanding and exercisable warrants as of September 30, 2021 and December 31, 2020. Stock Options The Company had no outstanding and exercisable stock options as of September 30, 2021 and December 31, 2020. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 5 COMMITMENTS AND CONTINGENCIES | NOTE 5 COMMITMENTS AND CONTINGENCIES On March 4, 2021, the Company signed a 10-year exclusive licensing agreement with TIP Solutions (Licensee) to implement the MAXD HD Audio Source Code into their mobile phone app and platforms. The Licensee was granted an exclusive license of MAX-D HD audio technology for an annual payment of $100,000 or $25,000 paid quarterly for up to 10 years. The agreement also calls for a license fee split in the event the following occurs: · If Licensor is TIP - 20% of total license revenue received by TIP will be paid to Max Sound within 30 days of such receipts. · If the Licensor is Max Sound and combined with TIP Solutions Smart Call Assistant, 20% of total license revenue received by Max Sound will be paid to TIP within 30 days. On March 10, 2021, the Company received a $100,000 payment from the Licensee. On March 23, 2021, the Company signed a 10-year exclusive licensing agreement with Formula 4 Protocol (Licensee) to implement the MAXD HD Audio Source Code into their mobile phone app and platforms. The Licensee was granted an exclusive license of MAX-D HD audio technology for an annual payment of $100,000 or $25,000 paid quarterly for up to 10 years. The agreement also calls for a license fee split in the event the following occurs: · If Licensor is Formula 4 Protocol - 20% of total license revenue received by Formula 4 Protocol will be paid to Max Sound within 30 days of such receipts. · If the Licensor is Max Sound and combined with Formula 4 Protocol, 20% of total license revenue received by Max Sound will be paid to Formula 4 Protocol within 30 days. On March 23, 2021, the Company received a $150,000 payment from the Licensee. |
LITIGATION
LITIGATION | 9 Months Ended |
Sep. 30, 2021 | |
LITIGATION | |
NOTE 6 LITIGATION | NOTE 6 LITIGATION 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.” 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. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 9 Months Ended |
Sep. 30, 2021 | |
SUBSEQUENT EVENT | |
NOTE 7 SUBSEQUENT EVENT | NOTE 7 SUBSEQUENT EVENTS Subsequent to September 30, 2021, the principal stockholder has advanced $5,890 and was repaid $6,897 under the terms of the line of credit. After a final phase of due diligence completed on November 12, 2021, Max Sound discovered the assets claimed by Hende were indeed not directly owned. Since a deal was contingent on value and contacts that could be verified but ultimately proved unverifiable, we’ve gone in a different direction and terminated the acquisition. Because we couldn’t document Hende’s direct ownership, we are unable to completely any relationship mechanically. Nonetheless, we established some presence in the relevant markets for the concept car that Max Sound was instrumental in creating. Max Sound has also sponsored Hende at the top 100 leaders in transportation event where the company was awarded for its innovative design. We intend to do a redesign including an upgraded audio solution for the supercar. The car will be a showcase for new technology that can be licensed to other manufacturers. We have no intention to be a manufacturer. The resources to build this is expected to be available sometime in the first quarter. No further information can be provided at this time because we have yet to value in dollars and cents the investment of these projects or any future budgeting which will be refined and established in the first quarter 2022. Stay tuned. We previously discussed our development of the precious minerals and metals database project in Africa as well as being negotiated elsewhere that we have named Inground Assets™. This is a paradigm shifting algorithm planned for introduction in Q-1, 2022 online as a Dutch Auction. Current versions contain and display some or all of the following data on command – Historical repositories dating back to 100 years that produce bulletins documenting the exploration of precious minerals and metals, and catalog harvested minerals including what is still available in each mapping. Each country's rarest available minerals can be included as well, eg. antimony, tantalite, silver, uranium, emeralds, copper, tungsten, beryllium, and more as well as Location Mapping that identify specific areas with which minerals are still available for harvesting. Generatable short reports on every mineral will be available in each specific areas, precise coordinates of all available rare metals and minerals, which includes thousands of recommended targeted dig areas. All Location Mapping areas where Microchipped Raw Materials are reviewable. All tributaries, rivers, and dams in a country are digitized for quick use and analysis, including digitized mapping of mountains, roadways, and deposits of many rare metals and waterways. On September 2, 2021, the honorable Judge Latham of the United States Bankruptcy Court Southern District of California, approved a global settlement in the Chapter's 11 and 7 bankruptcy filing (case number 20-01894) of Greg Halpern - Max Sound Founder and CEO. Although there are more motions and procedures still to be completed over the next few months, we believe this is an extremely positive outcome to our future. In addition, there are ongoing positive discussions with Google on their related claim that we expect to result in an outcome economically beneficial to the company and its founder. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2020, filed with the SEC on March 30, 2021. |
(B) Risks and Uncertainties | In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries and infections have been reported globally. Because COVID-19 infections have been reported throughout the United States, certain federal, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. Additional, more restrictive proclamations and/or directives may be issued in the future. As a result, all of our office locations have been closed effective April 1, 2020. The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. |
(C) 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. |
(D) 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, 2021, and December 31, 2020, the Company had no cash equivalents. |
(E) 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. |
(F) Research and Development | The Company has adopted the provisions of FASB Accounting Standards Codification No. 350, Intangibles - Goodwill & Other . |
(G) 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, 2021 and December 31, 2020. |
(H) 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. |
(I) 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 three and nine months ended September 30, 2021 and 2020, excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: September 30, September 30, 2021 2020 Convertible Debt (Exercise price - $0.0001 - $.000061/share) 117,980,324,264 117,980,324,264 Series A Convertible Preferred Shares ($0.01/share) 250,000,000 250,000,000 Total 118,230,324,264 118,230,324,264 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 115,109,177,087 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. |
(J) 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. |
(K) Business Segments | The Company operates in one segment and therefore no segment information is not presented. |
(L) Recent Accounting Pronouncements | Changes to accounting principles are established by the FASB in the form of ASU’s to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the financial statements of the Company. In September 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments, which supersedes current guidance by requiring recognition of credit losses when it is probable that a loss has been incurred. The new standard requires the establishment of an allowance for estimated credit losses on financial assets including trade and other receivables at each reporting date. The new standard will result in earlier recognition of allowances for losses on trade and other receivables and other contractual rights to receive cash. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842), which extends the effective date of Topic 326 for certain companies until fiscal years beginning after December 15, 2022. The new standard will be effective for the Company in the first quarter of fiscal year beginning October 1, 2023, and early adoption is permitted. The Company has not completed its review of the impact of this standard on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes.” This guidance, among other provisions, eliminates certain exceptions to existing guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This guidance also requires an entity to reflect the effect of an enacted change in tax laws or rates in its effective income tax rate in the first interim period that includes the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the effective income tax rate with the effects on deferred income tax assets and liabilities. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. ASU 2019-12 is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. We adopted this pronouncement on January 1, 2021; however, the adoption of this standard did not have a material effect on the Company’s consolidated financial statements. All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. |
(M) 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, 2021 and December 31, 2020, 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, 2021 December 31, 2020 Fair Value Measurement Using Fair Value Measurement Using Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Derivative Liabilities - - - - - - - - |
(N) 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. |
(O) 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. |
(P) Advertising | Advertising costs are expensed as incurred. These costs are included in direct operating & occupancy expenses and totaled $7,955 and $0 for the nine months ended September 30, 2021 and 2020, respectively and $0 and $0 for the three months ended September 30, 2021, and 2020, respectively. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION | |
Summary of significant accounting policies and organization | September 30, September 30, 2021 2020 Convertible Debt (Exercise price - $0.0001 - $.000061/share) 117,980,324,264 117,980,324,264 Series A Convertible Preferred Shares ($0.01/share) 250,000,000 250,000,000 Total 118,230,324,264 118,230,324,264 |
Summary of significant accounting policies and organization - fair value of financial instruments | September 30, 2021 December 31, 2020 Fair Value Measurement Using Fair Value Measurement Using Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Derivative Liabilities - - - - - - - - |
DEBT AND ACCOUNTS PAYABLE (Tabl
DEBT AND ACCOUNTS PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
DEBT AND ACCOUNTS PAYABLE | |
Summary of convertible debt | As of As of September 30, December 31, 2021 2020 Line of credit- related party $ 362,943 $ 402,203 Accrued interest - related party 1,542,099 1,185,747 Accrued expenses - related party 1,176,945 962,945 Convertible debt $ 5,940,429 $ 6,160,429 Total current debt $ 9,022,416 $ 8,711,324 |
Schedule of debt - line of credit with principle stockholder | Principal Interest Rate Balance - December 31, 2020 $ 402,203 4 % Borrowings during the nine months ended September 30, 2021 85,583 - Accrued interest Repayments (124,843 ) - Balance – September 30, 2021 $ 362,943 4 % |
Schedule of accounts payable | As of As of September 30, December 31, 2021 2020 Accounts Payable $ 835,012 $ 814,239 Total accounts payable $ 835,012 $ 814,239 |
Schedule of debt convertible debt | Convertible debt consisted of the following activity and terms: Convertible Debt Balance as of December 31, 2020 Borrowings $ 6,160,429 4%-12% Conversions ($0.0008 per share) (220,000 ) Convertible Debt Balance as of September 30, 2021 $ 5,940,429 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 118,230,324,264 | 118,230,324,264 |
Series, A Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 250,000,000 | 250,000,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |
Convertible Debt [Member] | Minimum [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.0001 | |
Convertible Debt [Member] | Maximum [Member] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.000061 | |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 117,980,324,264 | 117,980,324,264 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details 1) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Derivative Assets (Liabilities), at Fair Value, Net | $ 0 | $ 0 |
Fair Value, Inputs, Level 1 [Member] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Derivative Assets (Liabilities), at Fair Value, Net | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION | |||||
FDIC Insurance Limit | $ 0 | $ 0 | $ 0 | ||
Property and equipment description | Depreciation is provided using the straight-line method over the estimated useful life of three to five years. | ||||
Common Stock Authorized But Unissued | 115,109,177,087 | ||||
Direct operating & occupancy expenses | $ 0 | $ 0 | $ 7,955 | $ 0 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 9 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
GOING CONCERN | ||||||
Accumulated deficit | $ (83,987,647) | $ (82,972,471) | ||||
Stockholders' Deficit | (13,388,171) | $ (13,047,309) | $ (12,652,995) | $ (12,298,066) | $ (11,946,010) | $ (11,155,177) |
Working Capital Deficit | $ (13,388,171) |
DEBT AND ACCOUNTS PAYABLE (Deta
DEBT AND ACCOUNTS PAYABLE (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
DEBT AND ACCOUNTS PAYABLE | ||
Line of credit- related party | $ 362,943 | $ 402,203 |
Accrued interest - related party | 1,542,099 | 1,185,747 |
Accrued expenses - related party | 1,176,945 | 962,945 |
Convertible debt | 5,940,429 | 6,160,429 |
Total current debt | $ 9,022,416 | $ 8,711,324 |
DEBT AND ACCOUNTS PAYABLE (De_2
DEBT AND ACCOUNTS PAYABLE (Details 1) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Borrowings during the Nine months ended September 30, 2021 | $ 85,583 | $ 87,655 |
Principle Stockholder [Member] | ||
Beginning balance - December 31, 2020 | 402,203 | |
Borrowings during the Nine months ended September 30, 2021 | 85,583 | |
Repayments | (124,843) | |
Ending balance - September 30, 2021 | $ 362,943 | |
Interest Rate [Member] | ||
Balance - December 31, 2020 | 4.00% | |
Borrowings during the six months ended September 30, 2021 | 0.00% | |
Balance - September 30, 2021 | 4.00% |
DEBT AND ACCOUNTS PAYABLE (De_3
DEBT AND ACCOUNTS PAYABLE (Details 2) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
DEBT AND ACCOUNTS PAYABLE | ||
Accounts Payable | $ 835,012 | $ 814,239 |
Total accounts payable | $ 835,012 | $ 814,239 |
DEBT AND ACCOUNTS PAYABLE (De_4
DEBT AND ACCOUNTS PAYABLE (Details 3) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Convertible Debt Balance as of December 31, 2020 Borrowings | $ 6,160,429 |
Conversions | (220,000) |
Convertible Debt Balance as of September 30, 2021 | $ 5,940,429 |
Minimum [Member] | |
Convertible Debt Interest Rate | 4.00% |
Maximum [Member] | |
Convertible Debt Interest Rate | 12.00% |
DEBT AND ACCOUNTS PAYABLE (De_5
DEBT AND ACCOUNTS PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
DEBT AND ACCOUNTS PAYABLE | ||
Advanced from line of credit - Related Party | $ 85,583 | $ 89,655 |
Interest accrual | 11,698 | 15,698 |
Repayment of debt | 124,843 | 71,453 |
Line of credit balance and accrued interest | $ 408,821 | $ 436,373 |
STOCKHOLDERS DEFICIT (Details N
STOCKHOLDERS DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | |
Apr. 20, 2021 | Mar. 08, 2021 | |
STOCKHOLDERS DEFICIT | ||
Common stock issued in exchange for note payable, shares | 275,000,000 | |
Common stock issued in exchange for note payable, value | $ 220,000 | |
Conversion price per shares | $ 0.003 | $ 0.0008 |
Issuance of common stock | 20,000,000 | |
Fair value of share | $ 60,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Mar. 10, 2021 | Mar. 23, 2021 | Mar. 04, 2021 |
Description of license fee | If the Licensor is Max Sound and combined with TIP Solutions Smart Call Assistant, 20% of total license revenue received by Max Sound will be paid to TIP within 30 days. | ||
TIP Solutions [Member] | |||
Term agreement | 10-year | ||
Payment from Licensee | $ 100,000 | ||
Description of Licensor TIP | If Licensor is TIP - 20% of total license revenue received by TIP will be paid to Max Sound within 30 days of such receipts. | ||
Annual payment of license | $ 100,000 | ||
Quarterly Payment of license | $ 25,000 | ||
Formula 4 Protocol [Member] | |||
Description of license fee | If the Licensor is Max Sound and combined with Formula 4 Protocol, 20% of total license revenue received by Max Sound will be paid to Formula 4 Protocol within 30 days. | ||
Term agreement | 10-year | ||
Payment from Licensee | $ 150,000 | ||
Annual payment of license | 100,000 | ||
Quarterly Payment of license | $ 25,000 | ||
Description of Formula 4 Protocol | 20% of total license revenue received by Formula 4 Protocol will be paid to Max Sound within 30 days of such receipts. |
LITIGATION (Details Narrative)
LITIGATION (Details Narrative) | 9 Months Ended |
Sep. 30, 2021 | |
SML Avvocati, P.C. [Member] | |
Paying outstanding taxes description | 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 $340,000 the state had arbitrarily wrongly calculated and the Company sought to obtain a revivor to cure its forfeited status and thus be able to regain its ability to both defend itself in this action and prosecute its counterclaims. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
SUBSEQUENT EVENT | |
Line of credit facility principal stockholder advanced | $ 5,890 |
Line of credit facility principal stockholder repaid | $ 6,897 |