UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

 
☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019

OR

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

For the transition period from              to             

Commission File Number: 000-51886

MAX SOUND CORPORATION

(Exact name of registrant as specified in its charter)

 

 

   
DELAWARE 26-3534190

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

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

(Address of principal executive offices) (Zip Code)

800-327-(MAXD)

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None.

 Securities registered pursuant to Section 12(g) of the Act:

 

Common Stock, par value $.00001 per share

 

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

       
     Large accelerated filer ☐ Non-accelerated filer ☐
       
     Accelerated filer ☐ Smaller reporting company ☒
       

     Emerging growth company

☐    
             

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

 

The Aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of March 26, 2020 was approximately $380,800.

 

As of March 26, 2020, there were 6,587,102,823 shares issued and outstanding.

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EXPLANATORY NOTE

 

Max Sound Corporation is filing this amendment (the Form 10-K/A) to our Annual Report on Form 10-K for the year ended December 31, 2019 (the Form 10-K), filed with the U.S. Securities and Exchange Commission on May 4, 2020 to include the following items -

 

Item 8.01 Other Information – The Company had previously chosen to take the allowable Extension of Time to File the Company’s 2019 - 10-K Annual Report Pursuant to SECURITIES AND EXCHANGE COMMISSION [Release No. 34-88465 / March 25, 2020] ORDER UNDER SECTION 36 OF THE SECURITIES EXCHANGE ACT OF 1934 MODIFYING EXEMPTIONS FROM THE REPORTING AND PROXY DELIVERY REQUIREMENTS FOR PUBLIC COMPANIES as RELIEF PROVIDED TO Registrants or other persons impacted by COVID-19 from March 1, 2020 to July 1, 2020.

 
 

 

  (1) The Company relied on the Order (Release No. 34-88465) for the extension of up to 45 days after the required filing date of March 30, 2020; 
  (2) Since the Company was not in a position to file its Annual Report on Form 10-K for the period ended December 31, 2019 (the “Form 10-K”) in a timely manner (by the March 30, 2020 due date) without compromising the health and safety of key personnel involved in its completion because of the recent Coronavirus (COVID – 19) isolation from quarantines and related risks;

 

  (3) By filing its 10-K on May 4, 2020 and now the 10-K/A, the Company relied on, and ultimately required 40 days of relief, which was necessary from the imposed additional burdens and delays on key personnel;

 

  (4) At present, the Company is unaware of any specific risk factor or the impact of COVID-19 on its business, although no guarantee can be made of any future negative effect that may occur;

 

  (5) In light of recent developments relating to the Coronavirus, the Company will be supplementing future 10-Q’s and 10-K’s with the following risk factor:

The scale and scope of the recent Coronavirus (COVID-19) outbreak and resulting pandemic is unknown and, due to this and other factors, it has the potential to result in an adverse impact on our business at least for the near term.

As the U.S. faces the novel Coronavirus Pandemic, the Company is following the recommendations of government and health authorities to minimize exposure risk for its employees and professionals. The Company will closely monitor this global health crisis and reassess its strategy and operational structure on a regular ongoing basis as the situation evolves. The rapid spread of the Coronavirus globally has also resulted in increased travel restrictions, disruption and shutdown of certain businesses in the U.S. We may experience impacts from changes in behavior related to pandemic fears, quarantines and market downturns, as well as impacts on our current goals if the virus becomes widespread in any of our areas of business. In addition, one or more of our professionals or service providers may experience financial distress, file for bankruptcy protection, go out of business, or suffer disruptions in their business due to the coronavirus outbreak. The global scale and scope of the coronavirus is unknown and the duration of the business disruption and related financial impact cannot be reasonably estimated at this time. The extent to which the coronavirus impacts the Company’s results will ultimately depend on future developments, and potentially the courts, which are highly uncertain and will include the duration of the downturn, emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses to attempt to contain the coronavirus. In summary, the Company considers at least a near term possibility that the coronavirus currently has the potential to result in an adverse impact on our business, results of operations and financial condition.

 

        

This Form 10-K/A does not reflect events occurring after the filing of the Form 10-K or modify or update any related or other disclosures other than those listed above.

 

2 
 

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 

All Exhibits in calendar year 2019 associated with all prior Form 10 filings are incorporated herein by reference.

 

3. Exhibits

 

       
Exhibit Number   Description    
31.1     Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  
32.1     Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002          
3 
 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: May 8, 2020

 

MAX SOUND CORPORATION

(Registrant)

 

By:

/s/ Greg Halpern

 

Greg Halpern

Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer)

 

 

4 

Exhibit 31.1

CERTIFICATION

 

Pursuant to 18 U.S.C. Section 1350

 

As adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Greg Halpern, certify that:

 

2. I have reviewed this annual report on Form 10-K of Max Sound Corporation (the "registrant");

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Dated: May 8, 2020

Signature:       /s/ Greg Halpern                                 

Greg Halpern

Chief Executive Officer and Chief Financial Officer

(principal executive officer)

Exhibit 32.1 

CERTIFICATION

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

(subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Max Sound Corporation, a Delaware corporation (the "Company"), does hereby certify, to such officer's knowledge, that:

 

The Amended Annual Report on Form 10-K for the year ended December 31, 2019 (the "Form 10-K") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: May 8, 2020

 

By:     /s/ Greg Halpern                            

Greg Halpern

Chief Executive Officer and Chief Financial Officer

(principal executive, financial and accounting officer)

 

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and is not being filed as part of Form 10-K/A or as a separate disclosure document.

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.