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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 10-K

~~☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15~~(d)Mark ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~One)

~~For the~~☒ ~~quarterly~~ANNUAL ~~period~~REPORT ~~ended~~PURSUANT ~~December~~TO ~~31,~~SECTION ~~2020~~13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ORFor the fiscal year ended December 31, 2021

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

For the transition period from ~~_____~~ ~~to _____~~______to______.

Commission ~~File~~ ~~Number:~~file number 000-51886

MAX SOUND CORPORATION (Exact name of registrant as specified in its charter)

(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.)

delaware	26-3534190
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

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

(Address of principal executive offices) (Zip Code)

(800-) 327-~~(MAXD)~~6293

(Registrant’s telephone number, including area code)

~~Securities registered pursuant to Section 12(b) of the Act: None.~~N/A

~~Securities registered~~(Former ~~pursuant~~name, toformer ~~Section~~address ~~12(g)~~and offormer ~~the~~fiscal ~~Act:~~year, if changed since last report)

~~Common Stock~~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), ~~par~~and ~~value~~(2) $has been subject to such filing requirements for the past 90 days.~~00001~~ ~~per~~Yes ~~share~~☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (~~Title~~ §232.405 of ~~class~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark ifwhether the registrant is a ~~well~~large accelerated filer, an accelerated filer, a non-~~known~~accelerated ~~seasoned~~filer, ~~issuer~~a smaller reporting company, asor ~~defined~~an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule ~~405~~12b-2 of the ~~Securities~~Exchange Act. ~~Yes ☒ No ☐~~

~~Indicate~~Large byaccelerated ~~check mark~~Filer if☐ ~~the~~Accelerated ~~registrant~~Filer is☐ ~~not~~Non-accelerated ~~required~~Filer to☒ ~~file~~Smaller ~~reports~~reporting ~~pursuant~~company to☒ ~~Section~~Emerging 13growth orcompany ~~Section 15(d) of the Act. Yes ☒ No~~ ☐

Indicate by check mark whether the registrant ~~(1)~~is ~~has~~a ~~filed~~shell ~~all~~company ~~reports~~(as ~~required~~defined toin beRule ~~filed~~12b-2 ~~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~~Act)~~, and (2) has been subject to such filing requirements for the past 90 days~~. Yes ☒☐ No ☐☒

Indicate by ~~check mark whether~~ the ~~registrant~~number ~~has~~of ~~submitted~~shares ~~electronically~~outstanding ~~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~~each ~~S-T (§232.405~~ of ~~this chapter) during~~ the ~~preceding 12~~issuer’s ~~months~~classes ~~(or~~of ~~for~~common ~~such shorter period that the registrant was required to submit and post such files)~~stock. ~~Yes ☒ No ☐~~

~~Indicate by~~As ~~check mark if disclosure~~ of April ~~delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein~~4, ~~and~~2022 the ~~will~~registrant ~~not~~had ~~be contained~~6,882,102,823 shares, topar ~~the~~value ~~best~~$0.00001 ofper ~~registrant’s knowledge~~share, ~~in definitive proxy or information statements incorporated by reference in Part III~~ of ~~this~~common ~~Form~~stock ~~10-K~~issued orand ~~any amendment to this Form 10-K~~outstanding. ☐

~~Indicate by~~TABLE ~~check~~OF 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.CONTENTS

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

PART I
ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	11
ITEM 1B.	UNRESOLVED STAFF COMMENTS	11
ITEM 2.	PROPERTIES	12
ITEM 3.	LEGAL PROCEEDINGS	12
ITEM 4.	MINE SAFETY DISCLOSURES	12

PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	13
ITEM 6.	SELECTED FINANCIAL DATA	14
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	18
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	19
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	20
ITEM 9A.	CONTROLS AND PROCEDURES	20
		20
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	20
ITEM 11.	EXECUTIVE COMPENSATION	22
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	23
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	24
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	24

PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	25

SIGNATURES		26

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

The Aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of March 18, 2021 was approximately $380,800 .

As of March 10, 2021, there were 6,862,102 ,823 shares issued and outstanding.

TABLE OF CONTENTS
PART I
ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	19
ITEM 1B.	UNRESOLVED STAFF COMMENTS	19
ITEM 2.	PROPERTIES	19
ITEM 3.	LEGAL PROCEEDINGS	19
ITEM 4.	MINE SAFETY DISCLOSURES	20
PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	20
ITEM 6.	SELECTED FINANCIAL DATA	21
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	25
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	F-1
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	26
ITEM 9A.	CONTROLS AND PROCEDURES	26
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	26
ITEM 11.	EXECUTIVE COMPENSATION	27
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	29
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	29
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	30
PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	31
	SIGNATURES	32

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-K (this “Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions.

Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

CERTAIN TERMS USED IN THIS REPORT

When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to Max Sound Corporation, and “SEC” refers to the Securities and Exchange Commission.

Table of Contents

PART I

ITEM 1. BUSINESS

Overview

Max Sound Corporation (“we,” “us,” “our,” or the “Company”) was incorporated in the State of Delaware on December 9, 2005 as 43010, Inc. to engage in any lawful corporate undertaking, including, but not limited to, locating and negotiating with a business entity for combination in the form of a merger, stock-for-stock exchange or stock-for-assets exchange. On October 7, 2008, pursuant to the terms of a stock purchase agreement, Mr. Greg Halpern purchased a total of 100,000 shares of our common stock from Michael Raleigh for an aggregate of $30,000 in cash. As part of the acquisition, and pursuant to the Stock Purchase Agreement,Overview

1MAXD “The Consumer Audio Brand”

~~Table~~MAX-D Ofis ~~Contents~~the only audio brand proven over and over in CONSUMER TEST AFTER TEST to be THE PREFERRED AUDIO CHOICE always chosen by RETAIL CUSTOMER BUYERS (YOU & EVERYONE YOU KNOW). Think "The Pepsi Challenge" According to thousands of participants, over the past several years "MAX-D just sounds better" than whatever listening device was used. Bose, Beats, Sony headphones, Harmon Kardon & Bang & Olufsen Car Audio Infotainment Systems, Apple Air Pods, Samsung Galaxy Mobile Smart Phones and JBL Speaker Bars are just a few of those tested straight up. In the only study of its type, the renowned hearing research center at the University of Florida Gainesville Blind Consumer Study demonstrated that the significant majority of Consumers preferred MAX-D at safe hearing levels.

~~Raleigh, resigned~~4 ~~from~~Table all the key executive positions he held in the company, and Mr. Halpern was appointed as our President, CEO, CFO and Chairman. The original business model was developed by Mr. Halpern from October 2008 until January 2011, which focused on developing an Internet search engine and social networking web site launched in January of ~~2010 featuring an outstanding endorsement and web based commercial by William Shatner for stock warrants.~~Contents

~~Better capitalized,~~MAXD ~~Silicon~~“The ~~Valley,~~Secret Venture-funded companies crowding the same space with more advanced products, caused the Company to diversify on May 11, 2010, when it acquired the worldwide rights, title and interest to all fields of use for MAX-D HD Audio Technology to which our current website https://www.maxd.audio/showcases, what finally in 2021, is living up to its original vision as major breakthrough technology. Sauce”

~~On March~~The 8,MAX-D ~~2011~~Secret Sauce is an epic proprietary breakthrough and patented-process that uses advanced resynthesis to restore lost, compressed harmonics and bring true high definition (HD) live sound to digital media without affecting file size or energy consumption. Consumers have shown their love for MAX-D by previously downloading the ~~Company~~MAX-D ~~changed~~app ~~its~~from ~~name~~both app stores over a million times which occurred with an unprecedented zero marketing dollars campaign. A new Native App to ~~Max~~all ~~Sound~~formats ~~Corporation~~will be launched later in 2021 that will be greatly improved and is expected to generate significant revenue for MAX-D and its ~~trading~~partners. ~~symbol~~Late onsummer and early fall of 2021 will feature the ~~OTC~~release ~~Bulletin~~of ~~Board~~the tocloud-based ~~MAXD~~player version of MAX-D onto high traffic web platforms in mainstream Music, TV, Movies, eSports and Online Gaming with many of the brands consumers already know, use and pay for.

~~MAX-D is~~5 toTable ~~Audio~~of what High Definition is to Video and today it works by delivering the best-in-class consumer audio experience rivaling any existing product available to listeners globally. Remarkably, MAX-D accomplishes its auditory miracle without increasing file size and saves on bandwidth usage and cost in the process.Contents

~~In Q2~~A ofMARKET ~~2014,~~FOR ~~MAXD~~BETTER announced that it had acquired the license and representation rights to VSL’s patented video and data technology known as “Optimized Data Transmission System and Method” (ODT) which enables end-user licensees to transport 100% of data bandwidth content in only 3% of the bandwidth with the identical lossless quality. Significantly, this represented a 33 times reduction associated with transport cost and the time it takes for the video or digital content to be delivered to and viewed by the end-user.AUDIO

~~Also, in~~MAX-D Q2HD ofrequires ~~2014,~~no ~~MAXD~~special ~~entered~~software, ~~into~~no aaltering ~~representation~~of ~~agreement~~file ~~with~~formats ~~architect~~and ~~Eli~~does ~~Attia~~not ~~giving~~change ~~MAXD~~ the ~~exclusive~~files ~~rights to sue violators of Eli Attia’s intellectual property rights~~size. ~~While~~Consumers ~~Eli~~get ~~Attia was teaching his invention at Google [x],~~ the ~~project was internally valued by Google at $120 Billion USD a year in the Architecture~~convenience, ~~Engineering~~as ~~and~~well ~~Construction~~as ~~industry~~better ~~to which Attia has been a leader for half a century~~audio.

The Racketeering (RICO) version of the case has been spearheaded by John E. Floyd, the leading authority on RICO in all fifty states and the protégé of G. Robert Blakey, the creator of the original RICO statute and the coMAX-~~author~~D of the Attia’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, Floyd makes the following points as part of his argument -BENEFITS:

~~“The district~~· ~~court~~Increases ~~misapplied~~dynamic ~~the~~range, ~~law~~eliminates indestructive ~~each~~effects of ~~its~~audio ~~rulings.~~compression ~~The~~with ~~court’s~~no ~~statutory~~increase ~~standing~~in ~~finding~~file ~~was~~size ~~premised~~or ontransmission anbandwidth ~~unduly~~· ~~restrictive reading~~High-resolution ofaudio ~~the~~reproduction ~~DTSA~~with ~~and~~an 18omni-directional ~~U.S.C.~~sound §field ~~1832~~using ~~that~~only ~~actually~~two ~~protects—indeed,~~speakers ~~rewards—the~~· ~~most~~“Real” ~~egregious trade secret mis~~three-~~appropriators —~~dimensional ~~those~~sound ~~who~~field, ~~like~~versus ~~Google,~~artificial ~~steal~~sound ~~and~~field ~~then~~created ~~extinguish trade secrets altogether~~ by ~~wrongfully~~competing ~~publishing~~technologies ~~them.~~· ~~Neither~~More ~~the~~realistic ~~DTSA~~“live ~~nor §~~performance” ~~1832,~~quality ~~however,~~of ~~can~~all berecordings ~~construed~~with inoptimal ~~such~~dynamic ~~a self-defeating manner. And in any event~~range, ~~Google~~bass response and ~~Flux~~overall ~~are equitably estopped from invoking Google’s wrongful publication of Plaintiffs’ trade secrets to evade liability under either the DTSA or RICO.”~~clarity

~~In October~~ANYWHERE ~~2019,~~AUDIO ~~the~~CAN ~~Federal~~GO ~~Circuit~~SO ~~ruled~~CAN that the Inter Partes Review (IPR) Judges at the Patent Trademark and Appeals Board (PTAB) were not qualified under the United States Constitution, so therefore Googles impairment of the ‘339 ODT Patent was illegal in the process Max Sound’s Chairman Halpern has been calling “criminal theft of legitimate American Small Business Inventors under the license for big Corporations to steal known as America Invents Act.”MAX-D

2MOBILE - Communication | Voice - Data | Entertainment ENTERTAINMENT

~~Table~~- OfMusic ~~Contents~~| Movies | Audiobooks | Streaming Content | Live Events MULTI-MEDIA

To further clarify MAXD’s current role in the Attia and ODT legal matters described above, the Company is not a party to any of these legal cases that it has an interest in and the potential to profit from in the future. The Company has brought together IP rights holders since 2014 with both Contingency Law Firms and Litigation Financed Law Firms to create the enforcement of Intellectual Property rights holders with cases currently addressing Patent Infringement, Trade Secret Theft, Breach of Contract and Racketeering (“RICO”). MAXD has secured the potential to profit therefrom, as the power of attorney, to negotiate and approve a final financial deal with Google on behalf of the rights holders as either settlements or licensing arrangements both of which have been in and out of negotiations for the past six years. Halpern recently was quoted, "There are many more cases that will be filed against Anti-~~trust~~ ~~Monopoly~~Computing ~~Google~~| ~~for~~Gaming ~~its~~| ~~bad~~E-~~business-practices~~Sports ~~for~~CONSUMER ~~the past decade ultimately going forward until they change their worst~~-~~in-class,~~ ~~anti-American~~Home ~~approach~~Theater to| inventors. Samsung recently called them the most dishonest company in history. Eight years ago, Google never had heard of little MAX-D. Now, they wish they'd never heard of us. Next up is a few trillion dollars more of exposure to theft where the courts have just looked the other way. While we are finally able to build our business successfully around Google's premeditated thefts, their judicial manipulation and total lack of any ethical standard, MAX-D will never bow down until Google is forced to pay."

~~Description of~~Portable ~~Our~~Audio ~~Business~~Players | Live Concert Sound | Automotive

~~After~~CONSUMERS ~~years~~WANT ofBETTER R & D and business development that pushed and pulled the company and its HD Audio and Biometric Security technologies in many directions, MAX-D has finally become an important player to several major industries, requiring the best-in-class solutions it offers.AUDIO

AsConsumers ~~subsequent~~have ~~events~~unknowingly ~~all~~sacrificed ~~this~~better ~~month~~audio ofquality ~~March, MAXD has signed three actual revenue events that create a standard~~ for ~~licensing~~portable going forward as follows - MAX-D receives at least 6 figures of upfront money, at least 7 figures over ten years to maintain exclusivity in specific industry or geographical categories, and finally the clear potential for up to 8 figures of residuals from related joint revenue sharing opportunitiesconvenience.

~~Thanks~~Throughout ~~now~~history, towe ~~the~~have ~~massive~~attempted ~~value~~to ~~growth~~capture, enhance and ~~popularity~~reproduce ofaudio. ~~Tesla~~During ~~Motors,~~past ~~the~~century ~~Hende~~almost ~~Moto~~every ~~Signed~~generation ~~License Agreement,~~ has ~~opened~~used up a ~~host~~different ofaudio ~~other~~delivery ~~incoming~~system ~~offers to license from Electric~~ and ~~Hybrid~~player ~~vehicles~~reproduce inaudio. ~~several~~Some ~~major~~advancements ~~countries that are~~ in ~~fast moving~~"Audio" ~~negotiations~~were atsuperior ~~this~~and ~~time.~~some ~~The~~were ~~sudden positive demand for MAX~~sub-Dpar, ~~clearly~~most ~~illustrates~~were ~~that~~more itconvenient ~~can~~but ~~provide~~often anhad ~~immediate~~inferior competitive market advantage over virtually any other brand solution, while simultaneously co-existing as a tremendous complimentary addition to any other popular brand already imbedded in existing hardware and software in the Audio Categories that MAX-D will effortlessly compete in going forwardquality.

~~Max Sound~~The ~~(MAX-D)~~most ~~has~~commonly ~~finally~~used ~~arrived~~digital ataudio ~~the~~file ~~on-time~~today ~~moment~~is ~~in history where it has~~ an ~~endless~~MP3. ~~audience~~The ofgeneral ~~licensing~~population ~~opportunities~~has ~~resulting in~~sacrificed ~~newly~~the ~~closed~~audio ~~deals~~quality ~~that~~for ~~assure MAX-D - at least 6 figures in up front money, 7 figures over ten years and 8 figures of projectible revenue share residuals~~convenience.

~~Qualcomm -~~6 ~~MAX-D~~Table ~~Mobile~~of ~~Voice~~Contents

~~The Company is currently working under its existing license with Qualcomm offering software code for 600 series Snap Dragon chips.~~ MAX-D ~~Mobile~~DELIVERY ~~Voice~~& ~~provides clean, intelligible voice call over a standard mobile line without increasing file size and it eliminates the need for special codecs.~~IMPLEMENTATION

The MAX-D ~~Mobile~~ ~~Voice~~process is the ONLY true dynamic process with the ability to deliver Pure HD Audio on existing hardware in real time. MAX-D consumers have the ability to “customize” their playback - as everyone wants to hear their audio differently.

•The ~~Does~~MAX-D ~~not~~process ~~require~~is ~~“special”~~available ~~hardware~~ in ~~order~~four todifferent ~~work.~~versions, they are:

•1. ~~Can~~MAX-D beCloud ~~implemented into ANY Mobile voice application.~~Player

•2. ~~Works~~MAX-D onSmart ~~Any~~Phone ~~Mobile platforms without extra bandwidth use~~App

•3. ~~Can~~API be(Application ~~immediately~~Program ~~applied in any cell phone dsp.~~Interface)

•4. IsMAX-D aSoftware ~~dynamic process that adjusts itself according to the use or the needs of the user~~Program

(1MAX-D Cloud Player - The MAX-D Cloud Player is a full featured version of the MAX-D Technology that can be implemented on any streaming service, or online platform in a very short amount of time, with very little coding or development required.~~) Test~~ ~~voice~~This ~~enters~~allows MAX-D partners to quickly adopt MAX-D HD Audio with no hassle.

(2MAX-D Smart Phone App - The MAX-D APP is used on a Smartphone with a least a 1 GHz processor.) Android and iOS versions will be available in the ~~ANALYZE~~very ~~VOICE~~near ~~module~~future. ~~where~~The APP is a full-featured player with all the ~~harmonic~~controls ~~and~~you ~~amplitude~~would expect. Included are: genre settings for the consumer to choose the type of audio, a bypass for on/off functionality so the ~~voice~~consumer ~~are~~can ~~analyzed~~hear and feel the MAX-D difference and a harmonic tone control with three dynamic ranges for ~~content~~further customization.

~~(3.)This analyzing~~7 ~~will~~Table ~~produce~~of ~~a harmonic and dynamic map in the DETERMINE HARMONIC AND AMPLITUDE module to drive the next module.~~Contents

API (~~4.) A~~Application ~~new~~Program ~~voice~~Interface) ~~will~~- beDevices ~~generated~~(Original ~~using~~Equipment ~~the GENERATE ENHANCED VOICE module~~Manufacturer). ~~This~~The ~~module~~API ~~will~~allows ~~compare~~ the ~~original~~OEM ~~voice~~developers ~~with~~to adesign ~~model~~their ~~that has~~own ~~been~~custom ~~optimized~~interface. ~~for~~NOTE: ~~harmonic~~The ~~and~~genre ~~dynamic~~presets ~~ranges~~can ~~and~~be ~~apply~~customized ~~the~~by ~~difference~~MAX ofSOUND ~~the~~if ~~two~~necessary ~~to create an entirely new voice that has been optimized~~ for ~~clarity~~specific intypes ~~the~~or ~~host device~~applications.

~~(5.)~~ MAX-D Software Program - The ~~ENHANCED~~MAX-D ~~VOICE~~Software ~~OUTPUT~~program ~~will~~is bea ~~output~~able to process audio in a fully dynamic fashion. The MAX-D program has the ~~host~~ability ~~device~~to simply restore or significantly change any audio, especially compressed formats. Now any user can experience clean, clear, dynamically enhanced audio, without the need to encode/decode or use proprietary formats. Existing hardware is able to play HD Audio using any one of our products Bringing Global Innovation and New Technologies to the MAX

MAX-D ~~Mobile~~ ~~Voice~~IS NOT JUST ABOUT AUDIO

~~There~~ Max Sound Corporation is a ~~consumer~~technology ~~driven~~company ~~need~~that works to ~~improve~~bring ~~accuracy~~the &best ~~quality~~innovations of ~~Mobile~~small ~~voice~~business ~~audio~~to the global stage. From HD-Video transmission codecs, to Perpetual Energy Inventions, everything does better when it’s taken to the MAX.

~~The Problem~~ MAX-D Partnerships -

~~Cell phone electronics commonly have a very limited frequency range. This results in anything from degraded to garbled hearing on the receiving device.~~ The ~~voice~~Movie ~~recognition~~Studio ~~engines~~(OTTC in- ~~devices are very DSP intensive. Usually, to~~MVES)

31. The Movie Studio is focused on the independent motion picture content sector as a disruptor of the Hollywood model and operates as a vertically integrated motion picture and reality show production and distribution company, as well as a movie streaming service and a first-mover digital disruptor operating an over-the-top (“OTT”) platform and blockchain platform for foreign licensing of content for distribution.

~~Table~~2. OfMAX-D ~~Contents~~will be implemented into The Movie Studio’s platform and streaming services via the MAX-D Cloud Player and will provide HD audio for all of their content.

~~implement a~~3. ~~better~~MAX-D’s ~~quality~~Partnership ~~one~~with ~~requires~~The ~~more~~Movie ~~DSP~~Studio ~~powering~~Opens up the ~~device,~~movie orstreaming ~~you~~market ~~can~~for ~~add~~MAX-D HD Audio. This will open the ~~Max~~gates ~~Sound~~to ~~process~~future ~~and~~partnerships ~~increase~~in the ~~productivity~~industry of(ie. ~~the existing~~Netflix, ~~one~~Hulu, Peacock etc.)

~~The Solution-~~8 Table of Contents

~~By applying~~Song the MAX-D VOICE ENHANCEMENT to this audio it becomes much clearer and easir to dicern the voice you are listening to. This process is a digital process meant to be used in the DSP of a device. It can be used on both inbound and outbound calls for improvement of both. On the outbound call, the device receiving the call will receive better than “normal” audio quality because of the process.Secure

~~As the~~1. ~~process~~SongSecure ~~increase~~is the ~~intelligability~~first ofever ~~the~~decentralized ~~audio,~~software itplatform ~~provides~~designed ~~the~~to ~~existing~~enable ~~voice~~musicians ~~recognition~~and ~~engine~~music producers with ~~processed~~the ~~audio~~ability ofto ~~much greater~~streamline ~~intelligability than without. Thus allowing~~ the ~~existing~~process ~~engine~~of toprotecting ~~function~~their ~~with~~original acontent ~~higher~~in ~~degree~~the ofquickest, ~~accuracy~~easiest, atmost asecure, ~~lower~~and ~~DSP~~most ~~cost than~~affordable ~~totally replacing it~~way.

~~Summary of~~2. MAX-D will be implemented into Song Secures online platform and streaming services via the ~~Invention~~MAX-D Cloud Player and will provide HD audio for all of their content.

13. ~~A computer~~ ~~implemented~~Trusted ~~method~~by ~~for~~thousands ~~enhancing~~of ~~processed~~musicians ~~voice~~worldwide, ~~comprising:~~securing over 50,000 songs which included Grammy award winners. This is MAX-D’s foot in the door to the entire music industry.

~~a. receiving voice audio; and~~ViBelt

b1. ~~enhancing~~ MAX-D has acquired ViBelt, ViBelt is the ~~voice~~developer ~~audio~~of issued patented (US 10,264,339 B2 Apr. 16, 2019) HAPTIC FEEDBACK wearable technology which provides users with vibrational force feedback that responds to the media input source for a vastly improved customer “4th Dimension” sensory experience, that simulates real movement in ~~several~~gaming, ~~harmonic~~video ~~and~~(including ~~dynamic~~movies) ~~ranges~~and music.

2. ~~The computer~~ ~~implemented~~As ~~method~~ of ~~embodiment~~the 1end of Q-3, ~~wherein~~MAX-D was negotiating US Representation of one of the ~~audio~~world's isbest ~~enhanced~~rated byHaptic ~~resynthesizing~~Feedback itWearable ~~into~~devices, ~~full~~and ~~range~~as ~~PCM~~of ~~wave~~November19, the Company was finalizing said US Representation.

~~3. The computer~~Hende ~~implemented method of embodiment 1 or 2, wherein the received mobile voice audio is in compressed format.~~Moto

~~4. The computer~~After ~~implemented~~a ~~method~~final phase of ~~any~~due ~~one~~diligence ofcompleted ~~embodiments~~on ~~1-3~~November 12, ~~wherein~~2021, Max Sound discovered the ~~voice~~assets ~~audio~~claimed isby ~~from~~Hende anwere ~~inbound~~indeed ~~mobile~~not ~~call~~directly owned. Since a deal was contingent on value and contacts that were 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 complete any relationship mechanically.

5Nonetheless, we established some presence in the relevant markets for the concept car that Max Sound was instrumental in creating. ~~The computer~~ ~~implemented~~Max ~~method~~Sound ofhas ~~any~~also ~~one~~sponsored ofHende ~~embodiments~~at ~~1-3,~~the ~~wherein~~top 100 leaders in transportation event where the ~~voice~~company ~~audio~~was isawarded ~~from~~for its innovative design. We intend to do a redesign including an ~~outbound~~upgraded ~~mobile~~audio ~~call~~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.

~~Detailed Description~~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 ~~Invention~~first quarter 2022. Stay tuned.

~~MAX-D Mobile~~9 ~~Voice~~Table ~~process~~of is used to help clarify both inbound and outbound voice on a Mobile Device. This is accomplished by restoring (resynthesizing) the Mobile Device audio to a much greater harmonic and dynamic range than the original.Contents

~~Inbound:~~Formula 4 Protocol

~~The user~~1. ~~talks~~Formula ~~into~~4 ~~the~~Protocol ~~device,~~is ~~where~~an itonline ~~goes~~life ~~into~~mastery ~~the~~and ~~MAX~~meditation course utilizing an ultra-Dadvanced ~~Mobile~~hybrid ~~Voice~~of ~~enhancement~~digital ~~module.~~and ~~There~~analog stimuli, incorporating cybernetics, the ~~harmonic~~blended hypnosis principles of Milton Erickson and ~~dynamic~~Delores ~~properties are~~Cannon ~~resynthesized~~(QHHT), ~~into~~as awell ~~full~~as ~~range~~health ~~PCM~~producing ~~(Pulse~~sonic frequencies and multi-~~code~~layered ~~modulation)~~visualizers, ~~wave~~that ~~with~~are ~~extended~~sequenced ~~audio~~to ~~content.~~consistently ~~Therefore,~~energize itand ~~has~~rapidly ~~much~~retrain ~~more~~the ~~clarity~~ living ecosystem to ~~work~~the ~~from~~highest ~~instead~~form of ~~the~~our ~~compressed~~positive capabilities, ~~band~~the ~~limited~~net-effect ~~audio~~of ~~available~~which is to give each Formula 4 practitioner amazing (yet often outrageous sounding results) that manifest daily improvements in ~~the~~health, ~~existing~~happiness, ~~cell~~abundance, ~~audio~~gratitude, love and celebration.

~~Outbound:~~2. MAX-D HD-Audio will be built into the Formula 4 Protocol Course material, offering audio that enhances the effects of their out of this world meditations.

~~The user~~Tip speaks into the device's microphone and the result is much clearer, more real sounding wave that is transmitted to the call receiver. The transmitted wave retains much of the quality of the original voice, even though it has to be compressed by the cell phone system.Solutions

~~Figure~~ 1. ABOUT TIP SOLUTIONS, INC. (TIP)

4TIP Solutions is a transformative market innovator providing cutting edge applications now becoming accessible by Android Smartphone users worldwide. TIP is committed to change the way the world uses, manages and answers billions of mobile devices by providing unique phone functionality enabling rapid responses, improved productivity, with refined and effective communication, that match today's constantly accelerating technological advances.

~~Table~~2. OfPartnering ~~Contents~~with TIP opens MAX-D up to the worldwide smartphone market and deeper collaboration with Qualcomm through the development of the Snapdragon 800 Series Chip.

~~Figure 2~~Plan of Operation

~~The above~~We ~~picture~~began isour anoperations ~~unprocessed~~on ~~voice~~October ~~call~~8, 2008, when we purchased the Form 10 Company from athe ~~mobile~~previous ~~device~~owners. Since that date, we have conducted financings to raise initial start-up money for the building of our internet search engine and social networking website and to start our operations. In 2011, the Company shifted the focus of its business operations from their social networking website to the marketing of the Max Sound HD Audio Technology and in 2014 the Company began litigations against Google and others for infringement of its technologies and associated legal rights to the various proprietary technologies.

~~Here's a~~The ~~Voice~~Company ~~call~~believes ~~from~~that Max Sound HD Audio Technology is a ~~device~~game ~~processed~~changer ~~with~~for ~~MAX-D~~several ~~Mobile~~vertical ~~Voice~~markets whose demand will create revenue opportunities in 2021.

~~In the~~On ~~two~~March ~~graphic~~4, ~~examples~~2021, ofthe Company signed a ~~voice~~10-year ~~call~~exclusive ~~without~~licensing ~~and~~agreement with TIP Solutions (Licensee) to implement the ~~MAX-D~~MAXD ~~Mobile~~HD ~~Voice~~Audio ~~you~~Source ~~can~~Code ~~clearly~~into ~~see~~their ~~that~~mobile wephone ~~have~~app ~~resynthesized~~and ~~material into~~platforms. ~~the~~The ~~processed~~Licensee ~~wave,~~was ~~thus~~granted ~~making~~an itexclusive ~~much~~license ~~clearer~~of ~~and~~MAX-D ~~much~~HD ~~more~~audio ~~discernable~~technology for an annual payment of $100,000 or $25,000 paid quarterly for up to ~~the~~10 ~~listener~~years.

~~Optimized Data~~The ~~Transmission~~agreement ~~(ODT)~~also calls for a license fee split in the event the following occurs:

In November 2016, MAX-D entered into an agreement with Vedanti Licensing Limited (VLL), and become co-owners of the ODT patents and technology.

	·	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.

~~About~~On ~~MAX-D HD~~March ~~Audio:~~9, 2021, the Company received a $100,000 payment from the Licensee.

~~The MAX-D~~On ~~software~~March ~~improves~~23, 2021, the ~~sound~~Company ~~heard~~signed ~~from~~a ~~any~~10-year ~~device.~~exclusive ~~Consumers~~licensing ~~have~~agreement ~~unknowingly~~with ~~sacrificed~~Formula ~~better~~4 ~~audio~~Protocol ~~quality~~(Licensee) ~~for~~to ~~portable convenience~~implement ~~and~~the ~~MAX-D~~MAXD ~~rectifies~~HD ~~this~~Audio ~~problem~~Source ~~by:~~Code ~~analyzing~~into ~~what~~their ~~content~~mobile isphone ~~missing~~app ~~from~~and ~~the~~platforms. ~~compressed~~The ~~audio~~Licensee ~~signal;~~was ~~dynamically resynthesizing~~granted ~~lost~~an ~~harmonics~~exclusive ~~and~~license ~~natural~~of ~~sound~~MAX-D ~~fields~~HD inaudio ~~real~~technology ~~time;~~for ~~maximizing~~an ~~the~~annual ~~output~~payment ~~potential~~ of ~~any~~$100,000 ~~device~~or ~~without~~$25,000 ~~increasing original~~paid ~~file~~quarterly ~~size;~~for ~~and~~up ~~without requiring consumers or OEM’s~~ to ~~change~~10 ~~equipment or infrastructure~~years.

~~MAX-D Benefits:~~10 ~~Increases~~Table ~~dynamic range, eliminates destructive effects~~ of audio compression with no increase in file size or transmission bandwidth; High-resolution audio reproduction with an omni-directional sound field using only two speakers; “Real” three-dimensional sound field, versus artificial sound field created by competing technologies; and More realistic “live performance” quality of all recordings with optimal dynamic range, bass response and overall clarity.Contents

5The agreement also calls for a license fee split in the event the following occurs:

Table Of Contents

	·	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.

6On March 23, 2021, the Company received a $150,000 payment from the Licensee.

~~Table~~We Ofexpect ~~Contents~~our financial requirements to increase with the additional expenses needed to market and promote the MAX-D HD Audio Technology. We plan to fund these additional expenses through financings and through loans from our stockholders and/or officers based on existing lines of credit and we are also considering various private funding opportunities until such time that our revenue stream is adequate enough to provide the necessary funds.

7Inground Assets™

~~Table~~We Ofpreviously ~~Contents~~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 –

8Historical 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.

~~Table~~Ongoing OfDiscussions ~~Contents~~with Google

~~MAX~~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-D01894) ~~Audio Market:~~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.

~~MAX-D~~ITEM is1A. ~~targeting primarily~~RISK ~~Mobile Communication - Voice, Multi-media & Entertainment~~FACTORS

~~MAX-D is~~Not ~~fully~~applicable ~~compatible~~for ~~with~~smaller ~~existing~~reporting ~~playback technology~~companies. ~~We believe that no current competitor can provide the level of sound quality and end user experience that MAX-D delivers.~~

~~MAX-D is~~ITEM ~~beginning~~1B. ~~R&D~~UNRESOLVED ~~for~~STAFF ~~integration into the Blockchain Space, finding new ways to use sound to enhance security, provide new ways to imbed and track data of digital assets.~~COMMENTS

~~MAX-D~~Not ~~App:~~applicable for smaller reporting companies.

In11 ~~2018,~~Table ~~the Company’s Mobile App user base (with no dedicated marketing budget being employed) had over 1,000,000 subscribers on the free version~~ of ~~our HD Audio App for MP3’s on Android and Apple.~~Contents

9ITEM 2. PROPERTIES.

~~Table~~Office OfArrangements ~~Contents~~and Operational Activities

10Our address of record at 3525 Del Mar Heights Road, #802, San Diego, CA 92130

~~Table~~ITEM Of3. ~~Contents~~LEGAL PROCEEDINGS.

~~In March~~See ~~2021,~~NOTE ~~the~~6 ~~company~~titled ~~signed~~LITIGATION ~~an agreement with TIP SOLUTIONS to develop an updated version of the MAX-D app~~ for ~~Apple~~information ~~iOS~~on ~~and~~Legal ~~Android~~Proceedings.

~~MAX-D~~No ~~Technology~~assurance can be given as to the ultimate outcome of these actions or its effect on the Company.

~~MAX-D~~ITEM ~~is a unique approach to processing sound, based on the physics of acoustics rather than electronics~~4. ~~Remarkably~~SAFETY ~~simple to deploy, MAX-D is a technology that dramatically raises the standard for sound quality, with no corresponding increase in file size or transmission channel bandwidth~~DISCLOSURES. This is accomplished by processing audio with our proprietary, patent-pending process. This embedded and duplicating format either remains the same or can be converted to whatever format the user desires, while retaining unparalleled fidelity and dynamic range. MAX-D restores the original recorded acoustical space in any listening environment. MAX-D is the only technology that both aligns phase and corrects phase distortion in a completed recording. MAX-D supplies missing audio content by adding acoustics and frequency response lost in the original recording or in the compression and transmission processes. MAX-D corrects and optimizes harmonic content and low frequency responses, greatly enhancing acoustic accuracy and we believe reduces ear fatigue. MAX-D integrates time, phase, harmonics, dynamics, and sub-harmonic region

11Not applicable.

12 Table Ofof Contents

~~optimizations~~PART in a fully dynamic fashion. MAX-D is a lossless dynamic process, requiring no destructive encoding/decoding process, or any specialized decoder at all. MAX-D needs no additional hardware or critical monitoring stage after processing. The end result is that every aspect of audio processed with MAX-D - voice, instrument, or special effects - sounds refreshingly clear, realistic, and natural. The MAX-D HD Audio Technology creates an optimum sound field throughout every listening environment – from the corners of a theater; on your living room couch; to the back seat of your car. MAX-D HD Audio Technology requires no equipment changeover and can be embedded into any product (e.g. speakers, headphones, mobile devices), or online content delivery systems (e.g. streaming, cable, video games) to provide better sounding audio.II

~~MAX-D products~~Our ~~and~~shares ~~services~~of ~~are~~common ~~designed~~stock ~~and~~are ~~intended~~traded toon ~~add~~the ~~high-definition~~OTC ~~quality~~Bulletin ~~and~~Board ~~cost-savings~~under tothe ~~audio~~symbol ~~components~~“MAXD.” ~~and~~The ~~delivery~~following oftable ~~several separate~~sets ~~industries~~forth, ~~including~~for ~~consumer~~the ~~electronics~~period indicated, ~~motion~~the ~~picture,~~high ~~broadcasting,~~and ~~video~~low ~~game,~~bid ~~recording~~quotations for the Company’s common stock. These quotations represent inter-dealer quotations, ~~mobile~~without ~~phone~~adjustment for retail markup, ~~internet~~markdown or commission, and ~~VOIP~~ ~~applications~~may not represent actual transactions.

Competition

Price
	High		Low
2021

First quarter	$	.0135	$	.0005
Second quarter	$	.0079	$	.0016
Third quarter	$	.0025	$	.0011
Fourth quarter	$	.0018	$	.0006

2020

First quarter	$	.0002	$	.00001
Second quarter	$	.0001	$	.00005
Third quarter	$	.0002	$	.00005
Fourth quarter	$	.0011	$	.0006

The Company’s management believes there are no current direct competitors capable of delivering as high quality of audio technology as its MAXD HD Audio. Although other companies, like DTS or Dolby, have technologies that enhance sound; we do not believe these technologies negatively affect the Company because the MAX-D process can enhance the other audio company’s technology.Holders

~~We believe~~As weof ~~will~~December be31, ~~considered~~2021, ~~friendly competition~~ in ~~the~~accordance ~~future~~with ~~for~~our ~~three~~transfer ~~reasons;~~agent ~~(1)~~records, we ~~believe~~had ~~that~~2612 ~~MAX-D~~record ~~technology~~holders ~~delivers~~of ~~the best~~our ~~sound~~Common ~~quality~~Stock. ~~available~~This ~~today,~~number ~~(2)~~excludes ~~MAX-D~~individual ~~does~~stockholders ~~not~~holding ~~require~~stock ~~any~~under ~~additional~~nominee ~~equipment;~~security ~~and~~position ~~(3) MAX-D makes any competition’s audio processes sound better~~listings.

~~Intellectual Property~~Dividends

~~Max-D and~~To HDdate, ~~Audio~~we ~~technologies~~have ~~and~~not ~~designs~~declared ~~are~~or ~~Patented,~~paid ~~Patents~~any ~~Pending~~dividends ~~and~~on ~~Trademarked.~~our ~~The~~common ~~Company~~stock. We currently ~~owns~~do ~~Patent~~not ~~No.~~anticipate ~~9300262,~~paying ~~Audio Processing~~any ~~Application~~cash ~~for~~dividends ~~Windows,~~in ~~which~~the ~~was~~foreseeable ~~published~~future on ~~November~~our 12common stock, ~~2015~~when ~~and~~issued ~~then~~pursuant ~~unlawfully assigned~~ to ~~Adli~~this ~~Law Group~~offering. ~~Adli~~ ~~Law~~Although ~~Group~~we ~~states~~intend ~~that~~to ~~the~~retain ~~patent~~our ~~has~~earnings, ~~been~~if ~~reassigned~~any, to ~~the~~finance ~~Company, notwithstanding,~~ the ~~Company~~exploration isand ~~pursuing~~growth ~~damages~~of ~~against~~our ~~Adli Law Group. On February 8~~business, ~~2011,~~our ~~the~~Board ~~words~~of ~~“Max~~Directors ~~Sound”~~will ~~were~~have ~~issued to~~ the ~~Company~~discretion byto ~~the~~declare ~~U.S. Patent~~ and ~~Trademark~~pay ~~office under~~dividends ~~Serial~~in ~~Number~~the ~~85050705~~future.

~~On June~~Payment ~~13,~~of ~~2017,~~dividends in the ~~U.S.~~future ~~Patent~~will ~~and~~depend ~~Trademark~~upon ~~office~~our ~~Company~~earnings, ~~was~~capital ~~granted~~requirements, aand ~~“Biometric~~other ~~audio security”~~factors, ~~patent~~which toour ~~the~~Board ~~Company~~of ~~under~~Directors ~~Serial~~may ~~Number~~deem ~~9,679,427~~relevant.

~~On June~~Securities 2,Authorized ~~2015,~~For ~~the~~Issuance ~~words~~Under ~~“HD~~Equity ~~Audio”~~Compensation ~~were issued to the Company by the U~~Plans.S. Patent and Trademark office under Serial Number 86395458 for the following applications: Computer application software for mobile phones, namely, software for HD audio; Computer hardware and software systems for delivery of improved HD audio; Computer hardware for communicating audio, video and data between computers via a global computer network, wide-area computer networks, and peer-to-peer computer networks; Computer software for manipulating digital audio information for use in audio media applications; Computer software to control and improve computer and audio equipment sound quality; Digital materials, namely, CD's, DVD's, MP3's, streaming media, movies, videos, music, concerts, news, pre-recorded video, downloadable audio and video and high definition audio and video featuring improved HD audio; Digital media, namely, pre-recorded DVDs, downloadable audio and video recordings, and CDs featuring and promoting improved HD audio; Digital media, namely, pre-recorded video cassettes, digital video discs,

12None.

~~Table~~Stock OfOption ~~Contents~~Grants

~~digital versatile~~See ~~discs,~~NOTE ~~downloadable~~4 ~~audio and video recordings, DVDs, and high definition digital discs featuring improved HD audio; Digital media, namely, CD's, DVD's, MP3's, movies, videos, music, concerts, news, pre~~-~~recorded~~ ~~video,~~STOCKHOLDERS’ ~~downloadable and streaming audio and video and high definition audio and video featuring improved HD audio; Downloadable MP3 files~~EQUITY, ~~MP3~~Section recordings, on-line discussion boards, webcasts, webinars and podcasts featuring music, audio books in the field of entertainment and general subjects, and news broadcasts; Software to control and improve audio equipment sound quality; Sound recordings featuring improved HD audio.2(c)

~~Research~~Recent ~~and Development~~Sales of Unregistered Securities

~~The MAX-D~~On ~~API~~March ~~can~~8, be2021, ~~deployed~~the ~~across~~Company ~~all~~entered ~~streaming~~into ~~platforms~~a ~~along~~conversion ~~with~~agreement ~~most~~executed ~~audio/video~~by ~~web-based~~a ~~services~~note ~~including~~holder ~~mobile~~for ~~audio~~275,000,000 ~~hardware such~~shares asbased ~~speakers~~on ~~and~~a ~~audio~~conversion ~~receivers~~price ~~including~~of ~~car smart head units~~$0.0008 ~~After~~per ~~nearly~~share ain ~~decade~~exchange offor ~~time~~$220,000 ~~and~~convertible ~~innovation~~loan ~~and several million dollars of expenditures, the Company believes in 2021, that it will~~balance.

~~inally license~~On ~~the~~April ~~MAX-D~~20, HD2021, ~~Audio~~the onCompany aissued ~~major~~20,000,000 ~~scale~~shares ~~working~~of ~~with~~its ~~two~~common ~~strategic~~stock ~~partners~~with ~~who have global reach and can help to solve~~ a ~~few~~fair ~~specific problems~~value ~~for~~of ~~each~~$60,000 ~~other~~($0.003 by/share) ~~pushing~~based on the ~~MAXD~~most HDrecent ~~Audio~~market ~~forward in their technology eco-system~~value.

~~On March~~See 4,NOTE ~~2021,~~3 ~~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.DEBT

~~The agreement~~See ~~also~~NOTE ~~calls~~5 ~~for~~- ~~a license fee split in the event the following occurs:~~COMMITMENTS

•The IfCompany ~~Licensor~~determined isthat ~~TIP~~the –securities ~~20%~~described ofabove ~~total~~were ~~license~~issued ~~revenue~~in ~~received~~transactions bythat ~~TIP~~were ~~will~~exempt befrom ~~paid~~the registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to ~~Max~~Section ~~Sound~~4(a)(2) thereunder. This determination was based on the non-public manner in which we offered the securities and on the representations of the recipients of the securities, which included, in pertinent part, that they were “accredited investors” within 30the ~~days~~meaning of Rule 501 of Regulation D promulgated under the Securities Act, that they were acquiring such ~~receipts~~securities for investment purposes for their own account and not with a view toward resale or distribution, and that they understood such securities may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.

•13 IfTable ~~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.~~Contents

~~On March~~ITEM 9,6. ~~2021,~~SELECTED ~~the~~FINANCIAL ~~Company received a $100,000 payment from the Licensee~~DATA.

~~Employees~~Not applicable.

AsITEM of7. ~~December~~MANAGEMENT’S ~~31,~~DISCUSSION ~~2020,~~AND weANALYSIS ~~had~~OF 1FINANCIAL ~~full~~CONDITION ~~time~~AND ~~employee.~~RESULTS OF OPERATIONS

~~Anticipated Milestones~~The ~~for~~following ~~the~~plan ~~Next~~of ~~Twelve~~operation ~~Months~~provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

For the next twelve months, our most important goal is to become cash flow positive by growing Max Sound HD Audio sales through licensing and recurring revenue streams. Our goal is to have this growth improve our stock value and investor liquidity. We expect our financial requirements to increase with the additional expenses needed to promote the MAX-D HD Audio Technology. We plan to fund these additional expenses by equity loans from our existing lines of credit and we are also considering various private funding opportunities until such time that our revenue stream is adequate enough to provide the necessary funds.Overview

~~Three agreements~~We ~~have~~were ~~been~~incorporated ~~signed~~in the State of Delaware as of December 9, 2005 as 43010, Inc. to engage in ~~March~~any ~~2021~~lawful ~~under~~corporate undertaking, including, but not limited to, locating and negotiating with a business entity for combination in the ~~following~~form ~~general~~of ~~terms~~a merger, stock-for-stock exchange or stock-for-assets exchange. On October 7, 2008, pursuant to the terms of a stock purchase agreement, Mr. Greg Halpern purchased a total of 100,000 shares of our common stock from Michael Raleigh for an aggregate of $30,000 in cash. The total of 100,000 shares represents 100% of our issued and outstanding common stock at the time of the transfer. As a result, Mr. Halpern became our sole shareholder. As part of the acquisition, and pursuant to the Stock Purchase Agreement, Michael Raleigh, our then President, CEO, CFO, and Chairman resigned from all the positions he held in the company, and Mr. Halpern was appointed as our President, CEO CFO and Chairman. The current business model was developed by Mr. Halpern in September of 2008 and began when he joined the company on October 7, 2008. In October 2008, we became a development stage company focused on creating an Internet search engine and networking web site.

~~LICENSOR hereby~~In ~~grants~~May ~~LICENSEE~~of an2010, ~~individual~~we ~~non~~acquired the world-~~transferable~~wide rights to all fields of use for Max Sound HD Audio Technology. In November of 2010, ~~indivisible~~we ~~and~~opened ~~non~~our post-~~exclusive~~production ~~worldwide~~facility ~~license~~for asMax ~~set~~Sound ~~forth~~HD Audio in ~~this~~Santa ~~Agreement~~Monica California. ~~LICENSEE~~ ~~hereby~~In ~~grants~~February ~~LICENSOR~~of an2012, ~~individual~~after ~~non~~several successful demonstrations to multi-~~transferable~~media industry company executives, ~~indivisible~~we decided to shift the focus of the Company to the marketing of the Max Sound HD Audio Technology and ~~non-exclusive~~commenced ~~worldwide~~the ~~license~~name aschange ~~set~~from ~~forth~~So inAct ~~this Agreement~~Network, Inc. to Max Sound Corporation and the symbol from SOAN to MAXD.

~~LICENSOR can~~On ~~use~~December 3, ~~but~~2012, ~~not~~the ~~modify,~~Company completed the ~~Licensed~~purchase ~~Works (including~~ of the ~~MAX~~assets ~~SOUND~~of ~~MAX-D~~Liquid ~~DSP~~Spins, ~~audio~~Inc., ~~processor~~a ~~source~~Colorado ~~code)~~corporation in(“Liquid ~~order~~Spins”). Pursuant to ~~process content~~the ~~available~~Asset orPurchase ~~streamed~~Agreement, ~~onto~~the assets of Liquid Spins were exchanged for 24,752,475 shares of common stock of the ~~device~~Company (the “Shares”), equal to $10,000,000 and ~~can~~a ~~run~~purchase onprice ~~Licensed~~of ~~Products~~$.404 per share. The assets of Liquid Spins purchased included: record label distribution agreements; Liquid Spins technology inventory; independent arts programs; retail contracts for music distribution; physical inventory and office equipment; design and retail ready concepts; brand value; records; publishing catalog; and web assets. During 2016, the Company reviewed the intangible asset for ~~processors~~impairment ~~designated~~and determined that certain items had been impaired due to obsolescence. As a result of this review, the Company recorded an impairment loss of $ 15,703,617 that is recorded as ~~adequate~~impairment byloss ~~LICENSEE~~on intangible asset.

~~LICENSEE shall~~No belater ~~granted~~than anJune ~~exclusive~~20, ~~license~~2014, ~~per~~MAXD ~~their~~entered ~~unique~~into ~~industry~~a ~~category~~representation ~~upon~~agreement ~~the~~with ~~completion~~VSL ofCommunications, Inc., making MAXD the ~~payment~~exclusive ofagent ~~One~~to ~~Hundred~~VSL ~~Thousand~~to ~~Dollars (100k USD)~~enforce all rights with respect to patented technology owned and controlled by VSL. ~~This~~ ~~exclusive~~In particular, the Company announced that it had acquired a worldwide license isand ~~maintainable~~representation ~~with~~rights to a ~~100k~~patented ~~payment~~video ~~paid~~and ~~annually,~~data ortechnology ~~25k~~“Optimized ~~paid~~Data ~~quarterly,~~Transmission ~~for~~System upand Method” which enables end-user licensees to 10transport ~~years.~~100% ~~This~~of ~~annual~~data ~~license fee~~bandwidth ~~will~~content ~~maintain~~in ~~LICENSEE’s~~only ~~exclusivity~~3% of the bandwidth with the identical lossless quality. IfSignificantly, ~~for~~this ~~any~~represents ~~reason~~thirty-three times reduction associated with transport cost and the ~~license~~time ~~fee~~it istakes ~~defaulted~~for the video or digital content to be viewed by an end-user. As described more fully in the ~~future~~Legal Proceedings Section, ~~LICENSOR~~The ~~reserves~~Company ~~the~~has ~~right to~~since ~~cancel~~filed ~~exclusivity~~suit against Google, ~~but~~Inc., ~~not~~YouTube, LLC, and On2 Technologies, Inc., alleging willful infringement of the ~~license~~patent.

~~Parties shall~~On beMay ~~responsible~~22, ~~for~~2014, ~~their~~MAXD ~~own~~entered ~~NRE (Non-Recurring Engineering~~into ~~costs)~~a ~~except~~representation ~~when~~agreement ~~designated~~with ~~otherwise.~~architect InEli Attia giving MAXD the ~~current~~exclusive ~~updates~~ rights to ~~MAXD~~sue ~~Audio~~violators onof ~~Qualcomm~~Eli ~~800~~Attia’s ~~Series~~intellectual ~~Chipset~~property rights. While Eli Attia was teaching his invention at Google ☐, the project was internally valued by Google at $120 Billion USD a year. Since then, Flux has since been spun-out of Google ☐, funded and ~~for~~has ~~iOS~~quickly growing, upon information and ~~Android~~belief, ~~Apps~~to ~~respectively~~over 800 employees according to one of its founders. MAXD, ~~Tip~~on isbehalf ~~assuming~~of ~~the~~Attia’s, ~~cost~~have since filed suit against Google, Inc., Flux Factory, and various executives of ~~the~~these ~~NRE~~companies for ~~final development~~misappropriation of ~~MAXD~~trade HDsecrets. ~~Audio~~Since this time, the Company has advanced the case(s) and has signed additional agreements with the inventor as ~~provided~~late ~~for~~as ~~herein~~February 21st, 2017 and with additional counsel in June 2020 to support the RICO claim.

~~Several more~~On ~~are~~November ~~under~~29, ~~consideration~~2016, MAXD entered into an agreement with Vedanti Systems Limited and Vedanti Licensing Limited (VLL) that resolves their dispute over the international Optimized Data Transmission (ODT) patent portfolio previously owned by Vedanti. The agreement further provides that VLL and MAXD will become co-owners of the pioneering portfolio.

13Videos and news relating to the Company is available on the company website at www.maxd.audio. The MAX-D Technology Highlights Video summarizes the HD Audio™ process and shows the need for high definition (HD) Audio in several key vertical markets. The video explains MAX-D as what we believe to be the only dynamic HD Audio™ that is being offered to various markets.

~~Table~~Plan Ofof ~~Contents~~Operation

~~TIP SOLUTIONS~~ We began our operations on October 8, 2008, when we purchased the Form 10 Company from the previous owners. Since that date, we have conducted financings to raise initial start-up money for the building of our internet search engine and social networking website and to start our operations. In 2011, the Company shifted the focus of its business operations from their social networking website to the marketing of the Max Sound HD Audio Technology and in 2014 the Company began litigations against Google and others for infringement of its technologies and associated legal rights to the various proprietary technologies.

14The Company believes that Max Sound HD Audio Technology is a game changer for several vertical markets whose demand will create revenue opportunities in 2020.

1514 Table of Contents

~~Table~~Results Ofof ~~Contents~~Operations

~~Max Sound~~For ~~Corp.~~the ~~Announced~~year ~~The~~ended ~~Official~~December ~~Signing of Its First Major~~31, ~~Fee-based,~~2021 ~~License~~and ~~for~~December ~~MAX-D HD Audio® Technology in a Joint Venture Agreement with Tip Solutions~~31, ~~Inc.~~2020:

~~Max Sound~~Revenues: ~~Corp~~During the years ended December 31, 2021, we realized $288,000 of revenues from our business. ~~has signed~~ aDuring ~~Joint~~the ~~Venture~~year ~~Agreement~~ended ~~with~~December ~~TIP~~31, ~~Solutions~~2020, ~~that~~we ~~brings~~realized ~~their~~$0 ~~revolutionary~~of ~~technologies~~revenues tofrom ~~market together~~our ~~with~~business. ~~game-changing~~The ~~Patented~~change ~~and~~in ~~Trademarked~~revenues ~~MAX-D~~between HDthe ~~Audio~~years ended December 31, 2021 and ~~TIP's~~2020 ~~Cutting~~was ~~Edge~~$288,000 ~~Call~~or ~~Management~~100% ~~Platform~~as a result of the licensing agreements entered into during the year ended December 31, 2021.

~~Under~~ General and Administrative Expenses: Our general and administrative expenses were $284,774 for the ~~Joint~~year ~~Venture~~ended December 31, ~~TIP~~2021 ~~has~~and ~~now~~$89,929 ~~licensed~~for ~~MAX-D’s~~the HDyear ~~Audio~~ended ~~breakthrough~~December ~~with~~30, a2020, ~~six-figure~~representing an increase of $194,845 ~~up-front~~or ~~fee~~approximately ~~and~~217%,as ~~projected~~a ~~fees~~result of increase in the general operation of the Company including product development and ~~royalties~~ marketing of atour ~~least~~Max ~~seven-figures~~Sound ~~over~~Technology ~~ten~~and ~~years~~a slight offset with a decrease in compensation expense.

~~Highly popular,~~Professional ~~beloved~~Fees: ~~and~~Our ~~retired~~professional ~~NBA~~fees ~~Champion~~were ~~and~~$93,274 ~~Superstar~~for ~~Shaquille~~the ~~O’Neal~~year isended ~~already~~December ~~a Brand Ambassador for TIP Solutions~~31, 2021 and ~~a TIP Equity holder~~$59,200 ~~noting on-air previously “I came together with TIP Solutions~~ for the ~~opportunity~~year toended ~~shape~~December ~~the~~31, ~~future of~~2020, ~~mobile~~representing ~~communication...~~decrease weof ~~aim~~$34,074 toor ~~shake~~approximately ~~up the world of new technology~~58%, ~~and~~as ~~reset~~a ~~the~~result ~~boundaries~~ of ~~what's~~ongoing ~~possible~~litigation."

~~For the~~Compensation: ~~past~~Our ~~several~~compensation ~~years~~expenses were $288,000 ~~TIP~~for ~~and~~the ~~MAX-D~~year ~~have~~ended ~~separately~~December ~~been~~31, ~~working~~2021 ~~with~~and ~~Qualcomm~~$342,000 ~~each~~for ~~under~~ the ~~Chip~~year ~~Giant's~~ended ~~Developer~~December ~~program~~31, to2020, ~~bring their~~representing ~~respective~~a ~~technologies~~decrease ~~into~~of ~~the~~$54,000, ~~Qualcomm~~or ~~Snapdragon~~approximately ~~chip set eco-system. Now~~16%, ~~thankfully,~~as ~~both~~a ~~firms~~result ~~will~~of ~~double~~decrease ~~their~~in ~~strength by~~our ~~working~~expensing ~~together~~of onmonthly ~~their~~compensation ~~mutually~~to ~~compatible~~our ~~goals~~management ~~which~~and ~~will~~employees ~~build~~and ~~even~~options ~~better~~granted ~~overall~~to ~~products~~the ~~for~~Company’s ~~end users~~CFO.

~~Under the~~Interest ~~agreement,~~Expense: ~~TIP~~Interest ~~has~~expense ~~picked~~increased upby ~~MAX-D's~~$4,906 ~~non-recurring engineering costs (NREs)~~ to ~~develop~~$540,607 ~~onto~~for the ~~elite~~year ~~Snapdragon~~ended ~~800~~December ~~series~~31, as ~~well~~2021 asfrom ~~a current updating of MAX-D’s iOS and Android apps~~$535,701 ~~which~~for ~~will add~~ the ~~Spotify~~year ~~paid~~ended ~~service~~December ~~option~~31, ~~and~~2020. aThe ~~monthly~~increase ~~subscription program~~was ~~for~~primarily ~~dynamically~~due ~~improved~~to ~~sonic~~interest ~~benefits~~on loans.

~~Additional developments~~Interest ~~will~~Expense ~~include~~– ~~launching~~Related ~~MAX-D~~Party ~~into~~: ~~new~~Interest ~~cutting-edge~~expense – related party decreased by $21,150 ~~automatically~~to ~~pairing~~$476,171 ~~voice~~for ~~activated~~the ~~Bluetooth~~year ~~speakers.~~ended ~~When~~December ~~presented with~~31, ~~any~~2021 ~~choice~~from ~~between~~$497,321 ~~MAX-D~~for HDthe ~~Audio~~year orended ~~standard~~December ~~audio~~31, ~~consumers~~2020. ~~always~~The ~~prefer~~decrease ~~MAX-D~~was primarily due to interest on a related party Company loan.

16Net Loss: Our net loss for the year ended December 31, 2021 and 2020was $1,394,826 and $1,497,818, respectively. The increase was primarily due to increase in licensing revenue during the year ended December 31, 2021 and offset by an increase in operating expenses.

~~Table~~Liquidity Ofand ~~Contents~~Capital Resources

~~Formula 4~~Revenues ~~Protocol~~ for the twelve months ended December 31, 2021 and 2020, were $288,000 and $0, respectively. We have an accumulated deficit of $84,365,675 for the period from December 9, 2005 (inception) to December 31, 2021 and have cash flow provided by operations of $38,820 for the year ended December 31, 2021.

17Our financial statements have been presented on the basis that it is a going concern, which contemplates the realization of revenues from our subscriber base and the satisfaction of liabilities in the normal course of business. We have incurred losses from inception. These factors raise substantial doubt about our ability to continue as a going concern.

~~Table~~From Ofour ~~Contents~~inception through December 31, 2021, our primary source of funds has been the proceeds of private offerings of our common stock, private financing, and loans from stockholders. For the past 16 months we have not conducted any capital raising activities.

After a final phase of due diligence completed on November 12, 2021, Max Sound ~~Corp (MAX-D) Signs~~discovered ~~Landmark~~the ~~Agreement~~assets ~~with~~claimed ~~Formula~~by 4Hende ~~Protocol~~were ~~For~~indeed HDnot ~~Audio~~directly ~~Branded~~owned. ~~Content~~Since ~~that~~a ~~Includes~~deal ~~National~~was contingent on value and ~~then~~ ~~International~~contacts ~~Distribution~~that could be verified but ultimately proved unverifiable, we’ve gone in ~~Major~~a ~~Retail~~ different direction and terminated the acquisition. Because we couldn’t document Hende’s direct ownership, we are unable to completely any relationship mechanically.

~~MAX-D signed~~Nonetheless, awe ~~6-figure~~established ~~Joint~~some ~~Venture~~presence ~~Licensing~~in ~~Agreement~~the ~~providing~~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 HDinnovative ~~Audio~~design. ~~Technology~~We intend to ~~Formula~~do 4a ~~Protocol,~~redesign ~~one~~including ofan upgraded audio solution for the ~~top~~supercar. upThe ~~and~~car ~~coming Life~~will ~~Mastery~~be ~~and~~a ~~Meditation~~showcase ~~programs~~for new technology that can be licensed to other manufacturers. We have no intention to be a manufacturer.

~~Formula 4~~The ~~Protocol~~resources ~~will~~to build this is expected to be ~~upgrading~~available ~~its~~sometime ~~successful~~in ~~line~~the asfirst anquarter. ~~improved,~~No ~~premium~~further ~~offering~~information ofcan ~~courses~~be ~~and~~provided ~~meditations~~at ~~processed~~this ~~and~~time ~~branded~~because ~~with MAX-D~~we HDhave ~~Audio~~yet to ~~provide~~value ~~users~~in dollars and cents the ~~option~~investment of anthese ~~even~~projects ~~deeper,~~or ~~more~~any ~~immersive~~future ~~transformational~~budgeting ~~experience~~which will be refined and established in the first quarter 2022. Stay tuned.

~~Utilizing~~ We previously discussed our development of the ~~MAX-D~~precious ~~technology,~~minerals ~~Formula~~and 4metals ~~Protocol~~database ~~will~~project ~~deliver~~in ~~some~~Africa ofas ~~the~~well ~~most~~as ~~advanced,~~being ~~most~~negotiated ~~effective~~elsewhere ~~meditations~~that we have named Inground Assets™. This is a paradigm shifting algorithm planned for introduction in ~~the~~Q-1, ~~world~~2022 ~~today~~online as a Dutch Auction. Current versions contain and display some or all of the following data on command –

~~MAX-D will~~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 ~~receiving~~included ~~royalties~~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 upharvesting. toGeneratable 10short ~~years~~reports ~~from~~on ~~the~~every ~~sales~~mineral will be available in each specific areas, precise coordinates of ~~the~~all ~~MAX-D~~available HDrare ~~Audio~~metals ~~version~~and minerals, which includes thousands of ~~Formula~~recommended 4targeted ~~Protocol~~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.

~~Hende Moto~~15 Table of Contents

18In the year ended December 31, 2021, the Company issued no convertible notes and agreed with its only two debt holders to eliminate all of the moving conversion rights until the S.E.C rightfully enforces Regulation Sho to restore the Company’s equity stolen by Knight Securities and other bad market actors who continue unimpeded in their daily illegal naked short selling of the Company’s shares and in absolute and direct violation of the existing law.

~~Table~~Loans Ofand ~~Contents~~Advances

~~MAX-D signed~~On aJuly 6, 2017, the Company entered into a two-~~figure~~year ~~Joint~~line ~~Venture~~of ~~Licensing~~credit ~~Agreement~~agreement ~~providing~~with ~~its~~the HDprincipal ~~Audio~~stockholder ~~Technology~~in tothe ~~Hende~~amount ~~Moto~~of $100,000. anSubsequently, ~~African~~on ~~based~~October ~~hybrid~~2, ~~car~~2017, ~~company who’s~~the atCompany ~~the~~entered ~~forefront~~into a two-year line of ~~bringing~~credit ~~advanced~~agreement ~~car~~with ~~technology~~the toprincipal ~~Africa~~stockholder ~~while~~in ~~simultaneously~~the ~~reducing~~amount ~~their~~of ~~carbon~~$200,000. ~~footprint~~The line of credit carries an interest rate of 4%.

~~Hende Moto~~On ~~has~~October ~~licensed~~2, ~~MAX-D’~~2017, the Company, in exchange for Greg Halpern's HDconsideration ~~Audio~~issuing ~~breakthrough~~the ~~with~~Company a ~~six-figure~~line of credit of $100,000 ~~up-front~~on ~~fee~~July 6, 2017 and ~~projected~~another ~~fees~~line ~~and~~of ~~royalties~~credit of at$200,000 ~~least~~on ~~seven-figures over~~October ~~ten~~2, ~~years~~2017 and for ~~all~~Mr. ~~their~~Halpern's ~~hybrid~~forgiveness ~~vehicles~~of in$960,000 ~~Africa~~of interest owed to Mr. ~~(More specific~~ ~~details~~Halpern for his Preferred Shares accrued dividend rate of 8% per annum of his already owned 5 million Series A Convertible Preferred Shares, ~~including~~the ~~revenue~~Board ~~sharing~~deemed ~~components~~it ~~that~~proper ~~could create~~to ~~greater~~grant ~~projectable~~Mr. ~~sales~~Halpern ~~growth~~an additional 800,000,000 ~~will~~shares ~~appear~~of ~~this~~the ~~month~~Company's incommon ~~MAX-D~~stock, which at Mr. Halpern's ~~upcoming~~election ~~10k~~he ~~annual~~may ~~report~~convert ininto 5,000,000 additional Series A Convertible Preferred Shares with the ~~Subsequent~~same ~~Events~~voting ~~section~~rights and percentages as his previously granted and owned 5,000,000 Series A Convertible Preferred Shares.)

~~Producing affordable~~During ~~and~~the ~~fuel~~year ~~efficient~~ended ~~vehicles~~December ~~that~~31, ~~are both electric and petrol powered~~2021, ~~Hende Moto has an extraordinary ability to bring new resources and technology to one of~~ the ~~fastest~~principal ~~growing~~stockholder ~~economies in the world. Founder Divine Mafa~~ has ~~been~~advanced ~~shortlisted~~$93,173 ~~for~~and ~~the~~accrued ~~Top~~$15,371 ~~100 Leaders~~ in ~~Automotive~~interest and ~~Transportation~~was ~~Award~~repaid ~~at the ITAS Conference this June at the MGM hotel in Las Vegas~~$132, ~~Nevada where they will be recognized for their innovation~~040.

~~Over~~During the ~~next twelve~~year ~~months~~ended December 31, ~~our~~2020, ~~focus~~the ~~will~~principal bestockholder onhas ~~achieving~~advanced $89,655 and ~~implementing~~accrued ~~the~~$15,698 ~~following:~~in interest and was repaid $71,453.

•The ~~MAX-D~~line isof ~~available~~credit tobalance ~~Qualcomm~~and ~~OEM’s~~accrued oninterest ~~the~~as ~~600~~of ~~Series~~December ~~Snap~~31, ~~Dragon~~2021 and December 31, 2020 is $412,888 and $436,373, respectively.

•Recent ~~Settle~~Accounting ~~our litigations. Coordinate licensing among two of the largest strategic partners leading to several years of substantial revenue growth~~Pronouncements

•Changes ~~Licensing~~to ~~MAX-D~~accounting ~~technology~~principles ~~and~~are ~~Brand~~established by the FASB in the form of ASU’s to athe ~~number~~FASB’s Codification. We consider the applicability and impact of ~~different~~all ~~companies~~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 ~~multimedia~~found ~~providers~~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 ~~Expanding~~September 2016, the ~~MAX~~Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-D13, ~~product~~Measurement ~~line~~of ~~through~~Credit ~~partnerships~~Losses on Financial Instruments, which supersedes current guidance by requiring recognition of ~~electronics~~credit ~~manufacturers~~losses ~~such~~when asit ~~Bluetooth~~is ~~speakers~~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, ~~Electric~~the ~~Cars~~FASB issued ASU No. 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and ~~Mobile~~Hedging ~~Apps~~(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 ~~Partnering~~December ~~with~~2019, ~~companies~~the ~~that~~FASB ~~are~~issued ~~innovating~~ASU 2019-12, “Simplifying the ~~multimedia~~Accounting ~~industry~~for ~~through~~Income ~~implementation~~Taxes.” ofThis ~~new~~guidance, ~~platforms~~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 ~~technologies~~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 ~~utilize~~includes ~~blockchain~~the enactment date of the new legislation, ~~cryptocurrency~~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, ~~Non~~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-~~fungible~~12 ~~tokens~~is ~~(NFTS)~~effective tofor ~~create~~interim and ~~distribute~~annual HDperiods ~~Audio~~beginning ~~and~~after ~~MAX-D~~December ~~Biometric~~15, ~~Security~~2020, ~~into~~with ~~new~~early ~~spaces~~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.

•In ~~MAX~~August 2020, the FASB issued ASU 2020-D06, is“Debt ~~beginning~~– toDebt ~~plan~~with Conversion and ~~develop~~Other ~~their~~Options ~~patented~~(Subtopic ~~process~~470-20) ~~into~~and anDerivatives ~~Audio~~and ~~Plugin~~Hedging ~~that~~– ~~end~~Contracts ~~users~~in ~~can~~Entity’s ~~use~~Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in aan ~~variety~~Entity’s ofOwn ~~applications~~Equity”, to ~~apply~~reduce ~~MAX-D~~complexity in applying GAAP to ~~their~~certain ~~multimedia~~financial ~~content~~instruments with characteristics of liabilities and equity. ASU 2020-06 is effective for interim and annual periods beginning after December 15, 2023, 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.

~~Long-Term Goals~~All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

•Critical ~~Increase~~Accounting ~~Max~~Policies ~~Sound’s customer base producing scalable consumer adoption~~ and ~~branding differentiated as a deliverer of game-changing audio technology.~~Estimates

•Our ~~Make~~financial astatements and related public financial ~~return~~information are based on the ~~investments~~application of accounting principles generally accepted in the ~~last~~United ~~three~~States ~~years~~(“GAAP”). ~~with~~GAAP ~~new~~requires ~~sales~~the use of estimates; assumptions, judgments and ~~reduction~~subjective interpretations of ~~indirect~~accounting ~~costs~~principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to ~~become~~GAAP ~~cash~~and ~~flow~~are ~~positive~~consistently and ~~then~~conservatively ~~profitable~~applied. inWe ~~2020~~base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

~~ITEM~~16 ~~1A.~~Table ~~RISK FACTORS~~of Contents

~~Not~~Use ~~applicable for~~of ~~smaller reporting companies.~~Estimates:

~~ITEM~~In 1Bpreparing 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. ~~UNRESOLVED STAFF~~Actual ~~COMMENTS~~results could differ from those estimates.

~~Not~~Revenue ~~applicable for smaller reporting companies.~~Recognition:

~~ITEM~~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. ~~PROPERTIES~~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.

~~Office~~We ~~Arrangements~~ had $288,000 and ~~Operational~~$0 ~~Activities~~in revenue for the years ended December 31, 2021 and 2020, respectively.

~~In November 2010, we leased our MAX~~Stock-DBased post-production facility at 2902A Colorado Ave., Santa Monica, CA, 90404. The lease was for two years with one-year renewable options. On February 5, 2016, the Company closed the Santa Monica office space located at 2902A Colorado AvenueSanta Monica, CA 90404 centralizing its new address of record at 3525 Del Mar Heights Road, #802, San Diego, CA 92130Compensation:

~~ITEM~~In 3December 2004, the FASB issued FASB Accounting Standards Codification No. ~~LEGAL PROCEEDINGS~~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.

19Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505, Equity Based Payments to Non-Employees defines the measurement date and recognition period for such instruments. In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the FASB Accounting Standards Codification.

17 Table Ofof Contents

~~See~~Derivative ~~NOTE~~Financial ~~5 titled LITIGATION for information on Legal Proceedings.~~Instruments:

NoFair ~~assurance~~value ~~can~~accounting berequires ~~given~~bifurcation of embedded derivative instruments such as toconversion ~~the~~features ~~ultimate~~in ~~outcome~~convertible debt or equity instruments, and measurement of ~~these~~their ~~actions or~~fair ~~its~~value ~~effect~~for onaccounting 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.

~~ITEM~~Once 4determined, 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. ~~SAFETY DISCLOSURES~~In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.

~~Not~~Impairment ~~applicable.~~of Long-Lived Assets

~~PART~~The IICompany accounts for its long-lived assets in accordance with ASC Topic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets." ASC Topic 360-10-05 requires that long-lived assets, such as technology rights, be reviewed for impairment annually, or whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including the eventual disposition. If the future net cash flows are less than the carrying value of an asset, an impairment loss is recorded equal to the difference between the asset's carrying value and fair value or disposable value.

~~ITEM 5.~~Off-Balance ~~MARKET~~Sheet ~~FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.~~Arrangements

~~Market~~We ~~Information~~do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities”.

~~Our shares~~ITEM ~~of common stock are traded on the OTC Bulletin Board under the symbol “MAXD~~7A.” ~~The~~QUANTITATIVE ~~following~~AND ~~table~~QUALITATIVE ~~sets~~DISCLOSURES ~~forth,~~ABOUT ~~for the~~MARKET ~~period indicated, the high and low bid quotations for the Company’s common stock~~RISK. ~~These quotations represent inter-dealer quotations, without adjustment for retail markup, markdown or commission, and may not represent actual transactions.~~

Price	High		Low
2020
First quarter	$	.0002	$	.00001
Second quarter	$	.0001	$	.00003
Third quarter	$	.0002	$	.00005
Fourth quarter	$	.0012	$	.0001
2019
First quarter	$	.0003	$	.0001
Second quarter	$	.0002	$	.0001
Third quarter	$	.0002	$	.0001
Fourth quarter	$	.0002	$	.0001

We are subject to certain market risks, including changes in interest rates and currency exchange rates. We have not undertaken any specific actions to limit those exposures.

~~Holders~~18 Table of Contents

~~As of~~ITEM ~~December 31, 2020, in accordance with our transfer agent records, we had 2612 record holders of our Common Stock~~8. ~~This~~FINANCIAL ~~number excludes~~STATEMENTS ~~individual~~AND ~~stockholders~~SUPPLEMENTARY ~~holding stock under nominee security position listings.~~DATA

~~Dividends~~MAX SOUND CORPORATION

To date, we have not declared or paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future.

PAGE	F-1	REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

PAGE	F-2	REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

PAGE	F-3	BALANCE SHEETS AS OF DECEMBER 31, 2021 and 2020.

PAGE	F-4	STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

PAGE	F-5	STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020.

PAGE	F-6	STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020.

PAGES	F-7	NOTES TO FINANCIAL STATEMENTS.

~~Payment of~~19 ~~dividends~~Table ~~in the future will depend upon our earnings, capital requirements, and other factors, which our Board~~ of ~~Directors may deem relevant.~~Contents

~~Securities Authorized~~Gries ~~For~~& ~~Issuance~~Associates, ~~Under~~LLCCertified ~~Equity~~Public ~~Compensation~~Accountants501 ~~Plans~~S. Cherry Street Ste 1100Denver, Colorado 80246

~~None.~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Stock~~To ~~Option Grants~~the Board of Directors and Stockholders

~~NONE~~Max Sound Corp.

~~Recent~~Opinion ~~Sales of~~on ~~Unregistered~~the ~~Securities~~Financial Statements

~~NONE~~We have audited the accompanying balance sheets of Max Sound, Corp. (the Company), which comprise the balance sheet as of December 31, 2021 and the related statements of Operations, Changes in Stockholder’s Equity, and Cash Flows for the years then ended, and the related notes to the financial statements. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.

~~See~~Basis ~~NOTE~~for ~~3 - DEBT~~Opinion

20These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United Sates) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~Table~~We Ofconducted ~~Contents~~our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we were required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. According we express no such opinion.

~~Compensation-based Issuances~~Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluation of the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~See~~Emphasis ~~NOTE~~of ~~7 -~~Matter ~~COMMITMENTS~~Regarding Going Concern

The ~~Company~~ ~~determined~~accompanying financial statements have been prepared assuming that the ~~securities~~Company ~~described~~will ~~above~~continue ~~were~~as ~~issued~~a ingoing ~~transactions~~concern. ~~that~~As ~~were~~described ~~exempt~~in ~~from~~Note ~~the~~2 ~~registration~~to ~~under~~ the ~~Securities Act~~financial ~~of 1933~~statements, asthe ~~amended~~Company ~~(the~~has ~~“Securities~~generated ~~Act”)~~$288,000 ~~pursuant~~in torevenues ~~Section~~during ~~4(a)(2)~~the ~~thereunder.~~current ~~This~~year ~~determination~~under ~~was~~audit ~~based~~and onsustained ~~the non-public~~a ~~manner~~net inloss ~~which~~of we$1,394,826 ~~offered~~for the ~~securities~~year ~~and~~under onaudit ~~the~~and ~~representations~~has ofaccumulated ~~the~~losses ~~recipients~~ of ~~the securities~~$84,367,297. ~~which~~These ~~included~~factors, in ~~pertinent~~among ~~part~~others, ~~that~~raise ~~they~~substantial ~~were~~doubt ~~“accredited~~about ~~investors” within~~ the ~~meaning~~Company’s ofability ~~Rule~~to ~~501~~continue ofas ~~Regulation~~a Dgoing ~~promulgated~~concern. ~~under the~~Management’s ~~Securities~~plans ~~Act,~~in ~~that~~regard ~~they~~to ~~were~~these ~~acquiring~~matters ~~such~~are ~~securities~~also ~~for~~described ~~investment~~in ~~purposes~~Note ~~for~~2. ~~their~~The ~~own~~financial ~~account~~statements ~~and~~do not ~~with~~include aany ~~view~~adjustments ~~toward resale or distribution, and~~ that ~~they~~might ~~understood~~result ~~such~~from ~~securities~~the ~~may~~outcome ~~not~~of bethis ~~sold~~uncertainty. orOur ~~otherwise~~opinion ~~disposed~~is ofnot ~~without~~modified ~~registration~~with ~~under the~~respect ~~Securities~~to ~~Act~~this ~~or an applicable exemption therefrom~~matter.

~~ITEM~~Emphasis 6.of ~~SELECTED FINANCIAL~~Matters-Risks ~~DATA.~~and Uncertainties

~~Not~~The ~~applicable~~Company is not able to predict the ultimate impact that COVID -19 will have on its business. However, if the current economic conditions continue, the pandemic could have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company plans to operate.

~~ITEM~~We 7.have ~~MANAGEMENT’S DISCUSSION~~served ~~AND~~as ~~ANALYSIS~~the OFCompany’s ~~FINANCIAL~~auditor ~~CONDITION~~since ~~AND~~2020. ~~RESULTS~~Denver, OFColoradoApril ~~OPERATIONS~~14, 2022

~~The following~~PCAOB ~~plan~~ID of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.6778

~~Overview~~blaze@griesandassociates.com 501 S. Cherry Street Suite 1100, Denver, Colorado 80246 (O)720-464-2875 (M)773-255-5631 (F)720-222-5846

We were incorporated in the State of Delaware as of December 9, 2005 as 43010, Inc. to engage in any lawful corporate undertaking, including, but not limited to, locating and negotiating with a business entity for combination in the form of a merger, stockF-~~for-stock~~1 ~~exchange or~~Table ~~stock-for-assets exchange. On October 7, 2008, pursuant to the terms~~ of a stock purchase agreement, Mr. Greg Halpern purchased a total of 100,000 shares of our common stock from Michael Raleigh for an aggregate of $30,000 in cash. The total of 100,000 shares represents 100% of our issued and outstanding common stock at the time of the transfer. As a result, Mr. Halpern became our sole shareholder. As part of the acquisition, and pursuant to the Stock Purchase Agreement, Michael Raleigh, our then President, CEO, CFO, and Chairman resigned from all the positions he held in the company, and Mr. Halpern was appointed as our President, CEO CFO and Chairman.Contents

~~In May~~REPORT ofOF ~~2010,~~INDEPENDENT weREGISTERED ~~acquired~~PUBLIC ~~the~~ACCOUNTING world-wide rights to all fields of use for Max Sound HD Audio Technology. In November of 2010, we opened our post-production facility for Max Sound HD Audio in Santa Monica California. In February of 2012, after several successful demonstrations to multi-media industry company executives, we decided to shift the focus of the Company to the marketing of the Max Sound HD Audio Technology and commenced the name change from So Act Network, Inc. to Max Sound Corporation and the symbol from SOAN to MAXD.FIRM

~~On December~~To ~~3, 2012,~~ the ~~Company~~Board ~~completed the purchase~~ of ~~the~~Directors assets of Liquid Spins, Inc., a Colorado corporation (“Liquid Spins”). Pursuant to the Asset Purchase Agreement, the assets of Liquid Spins were exchanged for 24,752,475 shares of common stock of the Company (the “Shares”), equal to $10,000,000 and a purchase price of $.404 per share. The assets of Liquid Spins purchased included: record label distribution agreements; Liquid Spins technology inventory; independent arts programs; retail contracts for music distribution; physical inventory and office equipment; design and retail ready concepts; brand value; records; publishing catalog; and web assets. During 2016, the Company reviewed the intangible asset for impairment and determined that certain items had been impaired due to obsolescence. As a result of this review, the Company recorded an impairment loss of $ 15,703,617 that is recorded as impairment loss on intangible asset.

~~No later~~Stockholders ~~than~~of ~~June~~Max ~~20,~~Sound 2014, MAXD entered into a representation agreement with VSL Communications, Inc., making MAXD the exclusive agent to VSL to enforce all rights with respect to patented technology owned and controlled by VSL. In particular, the Company announced that it had acquired a worldwide license andCorporation

21April 15, 2022,

~~Table~~AJ OfRobbins ~~Contents~~CPA LLC

~~representation~~246 ~~rights~~Cook to a patented video and data technology “Optimized Data Transmission System and Method” which enables end-user licensees to transport 100% of data bandwidth content in only 3% of the bandwidth with the identical lossless quality. Significantly, this represents thirty-three times reduction associated with transport cost and the time it takes for the video or digital content to be viewed by an end-user. As described more fully in the Legal Proceedings Section, The Company has since filed suit against Google, Inc., YouTube, LLC, and On2 Technologies, Inc., alleging willful infringement of the patent.St

~~On May 22~~Denver, ~~2014,~~CO MAXD entered into a representation agreement with architect Eli Attia giving MAXD the exclusive rights to sue violators of Eli Attia’s intellectual property rights. While Eli Attia was teaching his invention at Google [x], the project was internally valued by Google at $120 Billion USD a year. Since then, Flux has since been spun-out of Google [x], funded and has quickly growing, upon information and belief, to over 800 employees according to one of its founders. MAXD, on behalf of Attia’s, have since filed suit against Google, Inc., Flux Factory, and various executives of these companies for misappropriation of trade secrets. Since this time, the Company has advanced the case(s) and has signed additional agreements with the inventor as late80206

~~as February 21st, 2017 and with additional counsel in June 2018 to support the RICO claim.~~Gentlemen:

~~On November~~In 29connection with your examination of the financial statements of Max Sound Corporation report dated March 8, ~~2016~~2021, ~~MAXD~~and ~~entered~~for ~~into~~the purposes of expressing an ~~agreement~~opinion ~~with~~as ~~Vedanti~~to ~~Systems~~whether ~~Limited~~the financial statements present fairly the financial position, results of operations, and ~~Vedanti~~cash ~~Licensing~~flows, ~~Limited~~we ~~(VLL)~~confirm ~~that~~to ~~resolves~~the ~~their dispute~~best ~~over~~of our knowledge and belief the ~~international~~following ~~Optimized~~representations ~~Data~~made ~~Transmission~~to ~~(ODT)~~you ~~patent~~from ~~portfolio~~the ~~previously~~date ~~owned~~of byyour ~~Vedanti~~examination to the current consent date April 15, 2022. ~~The~~No ~~agreement~~events ~~further provides~~have ~~that~~occurred, ~~VLL~~other ~~and~~than ~~MAXD~~those ~~will~~reflected ~~become~~or ~~co-owners~~disclosed ofin the ~~pioneering~~Annual ~~portfolio~~Report form 10K, that would have a material effect on the audited financial statements included therein or that should be disclosed in order to keep those statements from being misleading.

~~Videos and~~We ~~news~~have ~~relating~~served toas the Company’s isauditor ~~available~~since on the company website at www.maxd.audio. The MAX-D Technology Highlights Video summarizes the HD Audio™ process and shows the need for high definition (HD) Audio in several key vertical markets. The video explains MAX-D as what we believe to be the only dynamic HD Audio™ that is being offered to various markets.2019

~~Plan~~Denver, ~~of Operation~~Colorado

~~We began~~March ~~our operations on October~~ 8, 2008, when we purchased the Form 10 Company from the previous owners. Since that date, we have conducted financings to raise initial start-up money for the building of our internet search engine and social networking website and to start our operations. In 2011, the Company shifted the focus of its business operations from their social networking website to the marketing of the MaxSound HD Audio Technology and in 2014 the Company began litigations against Google and others for infringement of its technologies and associated legal rights to the various proprietary technologies.2021

~~The Company~~F-2 ~~believes~~Table ~~that~~of ~~Max Sound HD Audio Technology is a game changer for several vertical markets whose demand will create revenue opportunities in 2021.~~Contents

~~We expect~~Max ~~our~~Sound financial requirements to increase with the additional expenses needed to market and promote the MAX-D HD Audio Technology. We plan to fund these additional expenses through financings and through loans from our stockholders and/or officers based on existing lines of credit and we are also considering various private funding opportunities until such time that our revenue stream is adequate enough to provide the necessary funds.Corporation

~~Results~~Balance ~~of Operations~~Sheets

For the year ended December 31, 2020 and December 31, 2019:

ASSETS

	December 31, 2021			December 31, 2020

Total Assets	$	-		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable	$	863,061		$	814,239
Cash overdraft		47			-
Accrued expenses		2,870,458			2,307,806
Accrued expenses - related party		2,910,864			2,148,692
Judgement payable		819,626			819,626
Line of credit - related party		363,336			402,203
Convertible note payable		5,940,429			6,160,429
Total Current Liabilities		13,767,821			12,652,995

Commitments and Contingencies		-			-

Stockholders' Deficit
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, 6,878,852,823 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		(84,367,297	)		(82,972,471	)
Total Stockholders' Deficit		(13,767,821	)		(12,652,995	)

Total Liabilities and Stockholders' Deficit	$	0		$	0

~~General~~See ~~and~~accompanying ~~Administrative~~notes ~~Expenses:~~to ~~Our general and administrative expenses were $89,929 for~~ the ~~year~~financial ended December 31, 2020 and $110,547 for the year ended December 30, 2019, representing a decrease of 20,618, or approximately 19%, as a result of decrease in the general operation of the Company included decreasing personnel, product development and marketing of our Max Sound Technologystatements.

~~Consulting~~F-3 ~~Fees:~~Table ~~Our consulting fees were $0 for the year ended December 31, 2020 and $20,800 for the year ended December 31, 2019, representing an decrease~~ of ~~$ 20,800, or approximately 100%. The Company has decreased the use of consultants to assist the Company.~~Contents

~~Professional~~Max ~~Fees:~~Sound Our professional fees were $59,200 for the year ended December 31, 2020 and $32,754 for the year ended December 31, 2019, representing increase of $26,446 or approximately 81%, an increase in professional fees was attributable to fees required in connection with filing with the Security and Exchange Commission .Corporation

22Statements of Operations

Table Of Contents


	For the Years Ended,
	December 31, 2021			December 31, 2020


Revenue	$	288,000		$	-


Operating Expenses
General and administrative		284,774			89,929
Professional fees		93,274			59,200
Compensation		288,000			342,000
Total Operating Expenses		666,048			491,129

Loss from Operations		(378,048	)		(491,129	)

Other Income / (Expense)
Interest expense		(540,607	)		(535,701	)
Interest expense - related party		(476,171	)		(497,321	)
Other income		-			26,333
Total Other Income / (Expense)		(1,016,778	)		(1,006,689	)

Provision for Income Taxes		-			-

Net Loss	$	(1,394,826	)	$	(1,497,818	)

Net Loss Per Share - Basic and Diluted	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding
during the year Basic and Diluted		6,804,383,959			6,583,852,824

~~Compensation: Our~~See ~~compensation~~accompanying ~~expenses~~notes ~~were~~to ~~$342,000 for~~ the ~~year~~financial ended December 31, 2020 and $450,000 for the twelve months ended December 31, 2019, representing a decrease of $108,000, or approximately 24% as a result of decrease in our expensing of monthly compensation to our managementstatements.

~~Net Loss:~~F-4 ~~Our~~Table ~~net loss for the year ended December 31, 2020 was $1,497,818. While the operational expenses in marketing our Max Sound technology decreased from the same period~~ of last year, the overall amount of our net loss substantially decreased as a result of a decrease in operating expenses and a decrease in the fair value of embedded derivative liability associated with the convertible debt.Contents

~~Liquidity and~~Max ~~Capital~~Sound ~~Resources~~Corporation

~~Revenues for~~Statement ~~the twelve months ended December 31, 2020 and 2019, were $0 and $0, respectively. We have an accumulated deficit~~ of ~~$82,972,471~~Changes ~~for the~~in ~~period~~Stockholders’ ~~from December 9, 2005 (inception) to December 31, 2020 and have negative cash flow from operations of $18,236 for the year ended December 31, 2020.~~Deficit

~~Our financial~~For ~~statements have been presented on~~ the ~~basis~~years ~~that~~ended itDecember ~~is a going concern~~31, ~~which~~2021 ~~contemplates the realization of revenues from our subscriber base~~ and ~~the satisfaction of liabilities in the normal course of business. We have incurred losses from inception. These factors raise substantial doubt about our ability to continue as a going concern.~~2020

From our inception through December 31, 2020, our primary source of funds has been the proceeds of private offerings of our common stock, private financing, and loans from stockholders. For the past 24 months we have not conducted any capital raising activities.

	Series A												Additional								Total
	Preferred Stock				Preferred stock				Common stock				paid-in		Accumulated			Treasury			Stockholder’s
	Shares		Amount		Shares		Amount		Shares		Amount		capital		Deficit			Stock			Deficit

Balance, December 31, 2020		10,000,000	$	100		-	$	-		6,583,852,824	$	65,967	$	70,787,984	$	(82,972,471	)	$	(534,575	)	$	(12,652,995	)

Common stock issued in exchange for note payable ($0.0008/sh)		-		-		-		-		275,000,000		2,750		217,250		-			-			220,000

Common stock issued for services ($0.003/sh)		-		-		-		-		20,000,000		2,000		58,000		-			-			60,000

Net loss for the year ended December 31, 2021		-		-		-		-		-		-		-		(1,394,826	)		-			(1,394,826	)

Balance, December 31, 2021		10,000,000	$	100		-	$	-		6,878,852,824	$	70,717	$	71,063,234	$	(84,367,297	)	$	(534,575	)	$	(13,767,821	)

Balance, December 31, 2019		10,000,000	$	100		-	$	-		6,583,852,824	$	65,967	$	70,787,984	$	(81,474,653	)	$	(534,575	)	$	(11,155,177	)

Net loss for the year ended December 31, 2020		-		-		-		-		-		-		-		(1,497,818	)		-			(1,497,818	)

Balance, December 31, 2020		10,000,000	$	100		-	$	-		6,583,852,824	$	65,967	$	70,787,984	$	(82,972,471	)	$	(534,575	)	$	(12,652,995	)

~~In the~~See ~~year~~accompanying ~~ended December 31, 2020 the Company issued no convertible~~ notes ~~and agreed with its only two debt holders~~ to ~~eliminate all of~~ the ~~moving~~financial ~~conversion rights until the S~~statements.E.C rightfully enforces Regulation Sho to restore the Company’s equity stolen by Knight Securities and other bad market actors who continue unimpeded in their daily illegal naked short selling of the Company’s shares and in absolute and direct violation of the existing law.

~~Loans~~F-5 ~~and Advances~~Table of Contents

~~On July~~Max 6,Sound 2017, the Company entered into a two-year line of credit agreement with the principal stockholder in the amount of $100,000. Subsequently, on October 2, 2017, the Company entered into a two-year line of credit agreement with the principal stockholder in the amount of $200,000. The line of credit carries an interest rate of 4%.Corporation

~~On October~~Statements ~~2, 2017, the Company, in exchange for Greg Halpern's consideration issuing the Company a line~~ of ~~credit~~Cash of $100,000 on July 6, 2017 and another line of credit of $200,000 on October 2, 2017 and for Mr. Halpern's forgiveness of $960,000 of interest owed to Mr. Halpern for his Preferred Shares accrued dividend rate of 8% per annum of his already owned 5 million Series A Convertible Preferred Shares, the Board deemed it proper to grant Mr. Halpern an additional 800,000,000 shares of the Company's common stock, which at Mr. Halpern's election he may convert into 5,000,000 additional Series A Convertible Preferred Shares with the same voting rights and percentages as his previously granted and owned 5,000,000 Series A Convertible Preferred Shares.Flows

The line of credit balance and accrued interest as of December 31, 2020 is $436,373. During the year ended December 31, 2020, line of credit increased by $89,655.

	For the Years Ended,
	December 31, 2021			December 31, 2020
Cash Flows From Operating Activities:
Net Loss	$	(1,394,826	)	$	(1,497,818	)
Adjustments to reconcile net loss to net cash used in operations
Stock issued for services		60,000			-
Increase in accounts payable		48,822			78,400
Increase in accrued expenses		562,652			582,474
Increase in accrued expenses - related party		762,172			818,708
Net Cash Provided by (Used in) Operating Activities		38,820			(18,236	)

Net Cash Used In Investing Activities		-			-

Cash Flows From Financing Activities:
Proceeds from stockholder loans / lines of credit		93,173			89,655
Repayment from stockholder loans / lines of credit		(132,040	)		(71,453	)
Cash overdraft		47			-
Net Cash Provided by (Used in) Financing Activities		(38,820	)		18,202

Net Decrease in Cash		-			(34	)

Cash at Beginning of Year		-			34

Cash at End of Year	$	-		$	-

Supplemental disclosure of cash flow information:

Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	650

CASH AS PER BS		0			0

DIFFERENCE		0

~~Recent~~See ~~Accounting Pronouncements~~accompanying notes to the financial statements.

~~All other~~F-6 ~~newly~~Table ~~issued~~of ~~accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.~~Contents

~~Critical~~Max ~~Accounting Policies~~Sound ~~and~~Corporation ~~Estimates~~

~~Our financial~~Financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. WePosition

23NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

~~Table~~(A) OfOrganization ~~Contents~~

~~believe our~~Max ~~use~~Sound ofCorporation ~~estimates~~(the ~~and~~"Company") ~~underlying~~was ~~accounting~~incorporated ~~assumptions~~in ~~adhere~~Delaware ~~to GAAP and are consistently and conservatively applied. We base our estimates~~ on ~~historical~~December ~~experience~~9, ~~and~~2005, ~~on various other assumptions that we believe to be reasonable~~ under the ~~circumstances.~~name ~~Actual results~~43010, ~~may differ materially from these estimates under different assumptions or conditions~~Inc. WeThe ~~continue~~Company’s tobusiness ~~monitor~~operations ~~significant~~are ~~estimates made~~focused ~~during~~primarily ~~the~~on ~~preparation~~developing ofand ~~our~~launching ~~financial~~audio ~~statements~~technology software.

~~Use~~Effective March 1, 2011, the Company filed with the State of ~~Estimates:~~Delaware a Certificate of Amendment of Certificate of Incorporation changing our name from So Act Network, Inc. to Max Sound Corporation.

~~In preparing~~On ~~financial~~August ~~statements~~9, in2016, ~~conformity~~the ~~with~~Company ~~generally~~moved ~~accepted~~a ~~accounting~~level ~~principles,~~down ~~management~~from isOTCQB ~~required~~ to ~~make~~OTC ~~estimates and~~Pink ~~assumptions~~Current ~~that~~Information ~~affect~~where ~~the~~it ~~reported~~is ~~amounts~~within ofthe ~~assets~~continued standards and ~~liabilities~~pricing ~~and~~requirements ~~the~~as ~~disclosure~~found in Section 2 of ~~contingent~~the ~~assets~~OTCQB ~~and~~Eligibility ~~liabilities~~Standards. ~~at the~~The ~~date~~Company’s ofservices ~~the~~may ~~financial~~re-apply ~~statements~~at ~~and~~any ~~revenues~~time ~~and~~after ~~expenses~~a ~~during~~price increase to meet all the ~~reported~~OTCQB ~~period.~~Eligibility ~~Actual~~Standards ~~results~~to ~~could~~be ~~differ~~moved ~~from~~back ~~those~~to ~~estimates~~the higher OTCQB marketplace.

~~Revenue~~(B) ~~Recognition:~~Risks and Uncertainties

~~Revenue is~~In ~~recognized~~December ~~when~~2019, ~~persuasive~~a ~~evidence~~novel strain of ancoronavirus ~~arrangement~~(COVID-19) ~~exists,~~emerged ~~delivery~~in ~~has~~Wuhan, ~~occurred~~Hubei Province, China. While initially the ~~fee~~outbreak iswas ~~fixed~~largely orconcentrated ~~determinable~~in China and ~~collectability is~~caused ~~assured.~~significant Wedisruptions ~~had~~to $0its ~~and~~economy, $0it inhas ~~revenue~~now ~~for~~spread ~~the~~to ~~ended~~several ~~December~~other ~~31,~~countries ~~2020~~ and ~~2019,~~infections ~~respectively~~have been reported globally.

~~Stock~~Because COVID-~~Based Compensation:~~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.

~~In December~~The ~~2004,~~ultimate ~~the~~impact ~~FASB~~of ~~issued~~the ~~FASB~~COVID-19 ~~Accounting~~pandemic ~~Standards~~on ~~Codification~~the ~~No.~~Company’s ~~718,~~operations ~~Compensation~~is –unknown ~~Stock~~and ~~Compensation.~~will ~~Under FASB~~depend ~~Accounting~~on ~~Standards~~future ~~Codification No. 718~~developments, ~~companies~~which are ~~required~~highly touncertain ~~measure~~and ~~the~~cannot ~~compensation~~be ~~costs~~predicted ofwith ~~share-based~~confidence, ~~compensation arrangements~~including ~~based~~the onduration of the ~~grant~~COVID-~~date~~19 ~~fair~~outbreak, ~~value~~new ~~and~~information ~~recognize~~which ~~the~~may ~~costs~~emerge inconcerning the ~~financial~~severity ~~statements~~of ~~over~~ the ~~period during which employees are required to provide services. Share~~COVID-~~based~~19 ~~compensation arrangements include stock options~~pandemic, ~~restricted~~and ~~share~~any ~~plans,~~additional ~~performance-based awards,~~preventative ~~share appreciation rights~~ and ~~employee~~protective ~~share~~actions ~~purchase~~that ~~plans. As such~~governments, ~~compensation~~or ~~cost is measured on~~ the ~~date of grant at their fair value. Such compensation amounts~~Company, ifmay ~~any~~direct, ~~are~~which ~~amortized~~may ~~over~~result ~~the~~in ~~respective~~an ~~vesting~~extended ~~periods~~period of ~~the~~continued ~~option~~business ~~grant.~~disruption, ~~The~~reduced ~~Company~~customer ~~applies this~~traffic ~~statement~~and ~~prospectively~~reduced operations.

~~Equity instruments~~ (~~“instruments”~~C) ~~issued~~Use ~~to other than employees are recorded on the basis~~ of the fair value of the instruments, as required by FASB Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505, Equity Based Payments to Non-Employeesdefines the measurement date and recognition period for such instruments. In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the FASB Accounting Standards Codification.Estimates

~~Derivative Financial~~In ~~Instruments~~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.

~~Fair value~~(D) ~~accounting~~Cash 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.Equivalents

~~Once determined,~~For ~~derivative~~purposes ~~liabilities~~of ~~are~~the ~~adjusted~~cash toflow ~~reflect~~statements, ~~fair~~the ~~value~~Company atconsiders ~~each~~all ~~reporting~~highly ~~period~~liquid ~~end,~~investments with ~~any~~original ~~increase~~maturities orof ~~decrease~~three ~~in the~~months ~~fair~~or ~~value~~less ~~being~~at ~~recorded~~the intime ~~results~~ of ~~operations~~purchase ~~as an adjustment~~ to ~~fair~~be ~~value~~cash ~~of derivatives~~equivalents. InAs ~~addition, the fair value~~ of ~~freestanding~~ ~~derivative~~December ~~instruments~~31, ~~such as warrants~~2021, ~~are~~and ~~also~~December ~~valued~~31, ~~using~~2020, the ~~Black-Scholes~~Company ~~option-pricing~~had ~~model~~no cash equivalents.

~~Impairment of~~(E) ~~Long-Lived~~Property ~~Assets~~and Equipment

~~The Company~~Property ~~accounts~~and ~~for~~equipment ~~its~~are ~~long-lived~~stated ~~assets~~at ~~in accordance with ASC Topic 360-10-05~~cost, ~~Accounting~~less ~~for~~accumulated ~~the Impairment or Disposal of Long-Lived Assets~~depreciation." ~~ASC~~Expenditures ~~Topic 360-10-05 requires that long-lived assets, such as technology rights, be reviewed~~ for ~~impairment~~maintenance ~~annually,~~and ~~or whenever~~repairs ~~events~~are orcharged changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to ~~result~~expense ~~from the~~as ~~asset, including the eventual disposition~~incurred. ~~If the future net cash flows are less than the carrying value of an~~

24Depreciation is provided using the straight-line method over the estimated useful life of three to five years.

~~Table~~(F) OfResearch ~~Contents~~and Development

~~asset~~The Company has adopted the provisions of FASB Accounting Standards Codification No. 350, an ~~impairment~~Intangibles ~~loss~~- isGoodwill ~~recorded~~& ~~equal~~Other to(“ASC Topic 350”). Costs incurred in the ~~difference~~planning ~~between~~stage of a website are expensed as research and development while costs incurred in the ~~asset's~~development ~~carrying~~stage ~~value~~are capitalized and ~~fair~~amortized ~~value~~over orthe ~~disposable~~life ~~value~~of the asset, estimated to be three years. Expenses subsequent to the launch have been expensed as website development expenses.

~~Off~~F-~~Balance Sheet~~7 ~~Arrangements~~Table of Contents

We(G) ~~do not~~Concentration ~~have~~of ~~any~~Credit ~~off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities”.~~Risk

~~ITEM~~The 7ACompany at times has had cash in banks in excess of FDIC insurance limits. ~~QUANTITATIVE AND~~The ~~QUALITATIVE~~Company ~~DISCLOSURES~~had ~~ABOUT~~$0 ~~MARKET~~in ~~RISK~~excess of FDIC insurance limits as of December 31, 2021 and December 31, 2020.

We(H) ~~are subject~~Revenue ~~to certain market risks, including changes in interest rates and currency exchange rates. We have not undertaken any specific actions to limit those exposures.~~Recognition

25Effective 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.

~~Table~~(I) OfLoss ~~Contents~~Per Share

~~ITEM~~In 8accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” Basic earnings (loss) per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. ~~FINANCIAL STATEMENTS~~Diluted ~~AND~~EPS ~~SUPPLEMENTARY~~gives ~~DATA~~effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive. Because of the Company’s net losses, the effects of stock warrants and stock options would be anti-dilutive and, accordingly, is excluded from the computation of earnings per share.

MAX SOUND CORPORATION
PAGE	F - 2	REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM
PAGE	F - 3	BALANCE SHEETS AS OF DECEMBER 31, 2020 and 2019.
PAGE	F - 4	STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
PAGE	F - 5	STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019.
PAGE	F - 6	STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019.
PAGES	F - 7	NOTES TO FINANCIAL STATEMENTS.

The computation of basic and diluted loss per share for the years ended December 31, 2021 and 2020, excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive:

F-1

	December 31,		December 31,
	2021		2020

Convertible Debt (Exercise price - $0.0001 - $0.000061/share)		10,663,523,277		117,980,324,264
Series A Convertible Preferred Shares ($0.01/share)		250,000,000		250,000,000

Total		10,913,523,277		118,230,324,264

~~Table~~The OfCompany’s ~~Contents~~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 7,792,376,100 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.

~~REPORT OF~~F-8 ~~INDEPENDENT REGISTERED~~Table ~~PUBLIC~~of ~~ACCOUNTING FIRM~~Contents

~~Report~~(J) ofIncome ~~Independent Registered Public Accounting Firm~~Taxes

ToThe 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 ~~Board~~future tax consequences attributable to differences between the financial statement carrying amounts of ~~Directors~~ 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.

Stockholders of Max Sound Corporation

	2021			2020

Deferred tax liability:	$	—		$	—
Deferred tax asset
Temporary differences
Net operating loss carryforward		11,200,225			10,814,839
Valuation allowance		(11,200,225	)		(10,814,839	)
Net deferred tax asset		—			—
Net deferred tax liability	$	—		$	—

~~Opinion~~F-9 onTable ~~the~~of ~~Financial Statements~~Contents

WeThe ~~have~~provision audited the accompanying balance sheets of Max Sound Corporation (the “Company”) as of December 31, 2020 and 2019, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for ~~each of~~income ~~the~~taxes ~~years~~has inbeen ~~the~~computed ~~two year period then ended and the related notes (collectively referred to~~ as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Max Sound Corporation as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two year period then ended in conformity with accounting principles generally accepted in the United States of America. follows:

Basis for Opinion

	2021			2020
Expected income tax recovery (expense) at the statuary rate of 27.64%	$	(385,474	)	$	(413,938	)
Tax effect of expenses that are not deductible for income tax purposes (net of other amounts deductible for tax purposes)		89			405
Tax effect of differences in the timing of deductibility of items for income tax purposes:		-			-
Utilization of non-capital tax losses to offset current taxable income		—			—
Change in valuation allowance		385,385			413,533
Provision for income taxes	$	—		$	—

~~These~~The ~~financial~~valuation ~~statements are~~allowance ~~the~~was ~~responsibility~~established ~~of the Company’s management. Our responsibility is~~ to ~~express~~reduce ~~an opinion on~~ the ~~Company’s~~deferred ~~financial statements~~tax ~~based~~asset onto ~~our audits. We are a public accounting firm registered with~~ the ~~Public~~amount ~~Company~~that ~~Accounting~~will ~~Oversight~~more ~~Board~~likely ~~(United Sates)~~than ~~(“PCAOB”)~~not ~~and~~be ~~are~~realized. ~~required~~This tois benecessary ~~independent~~due ~~with respect~~ to the Company’s incontinued ~~accordance~~operating ~~with~~losses ~~the U.S. federal securities laws~~ and the ~~applicable~~uncertainty ~~rules and regulations~~ of the ~~Securities~~Company’s ~~and~~ability ~~Exchange~~to ~~Commission~~offset ~~and~~future ~~the~~taxable ~~PCAOB~~income through 2038.

WeThe ~~conducted~~net ~~our~~change ~~audits~~ in ~~accordance with~~ the ~~standards~~valuation ofallowance for the ~~PCAOB.~~year ~~Those~~ended ~~standards~~December ~~require~~31, ~~that~~2021 ~~we plan~~ and ~~perform~~2020 ~~the~~was ~~audits~~an ~~to obtain reasonable assurance about whether the financial statements are free~~ increase of ~~material misstatement~~$385,386 ~~whether~~and ~~due to error or fraud. The Company is not required to have~~$413, ~~nor were we engaged to perform~~533, ~~an audit of its internal control over financial reporting~~respectively. As part of our audits we were required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. According we express no such opinion.

~~Our~~The ~~audits~~components ~~included performing procedures to assess the risks~~ of ~~material~~income ~~misstatement~~tax ofexpense ~~the~~related ~~financial statements, whether due~~ to ~~error~~continuing oroperations ~~fraud,~~are and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluation of the accounting principles used and significant estimates made by management, as ~~well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.~~follows:

Going Concern Uncertainty

	2021		2020
Federal
Current	$	—	$	—
Deferred		—		—
	$	—	$	—
State and Local
Current	$	—	$	—
Deferred		—		—

~~The~~(K) ~~accompanying~~Business financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the financial statements, the Company has accumulated losses and a working capital deficit of $12,652,995 as of December 31, 2020. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.Segments

~~Emphasis~~The ofCompany aoperates ~~Matter-Risks~~in one segment and ~~Uncertainties~~therefore no segment information is not presented.

As(L) ~~describe~~Recent inAccounting ~~Note 1, the COVID-19 virus could ultimately have a significant negative impact on the Company and the Company cannot at this time estimate the long-term effect of this unprecedented situation.~~Pronouncements

WeChanges ~~have~~to ~~served~~accounting asprinciples are established by the ~~Company~~FASB in the form of ASU’s ~~auditor~~to ~~since 2019~~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.

~~Denver~~In September 2016, ~~Colorado~~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.

~~March~~In 8December 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.

F-210 Table of Contents

~~Table~~In OfAugust ~~Contents~~2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, to reduce complexity in applying GAAP to certain financial instruments with characteristics of liabilities and equity. ASU 2020-06 is effective for interim and annual periods beginning after December 15, 2023, 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.

~~Max Sound~~All ~~Corporation~~ other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

~~Balance Sheets~~ (M) Fair Value of Financial Instruments

	December 31, 2020			December 31, 2019
ASSETS
Current Assets
Cash	$	—		$	34
Total Assets	$	—		$	34
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable	$	814,239		$	735,845
Accrued expenses		2,307,806			1,725,327
Accrued expenses - related party		2,148,692			1,329,984
Judgement payable		819,626			819,626
Line of credit - related party		402,203			384,000
Convertible note payable		6,160,429			6,160,429
Total Current Liabilities		12,652,995			11,155,211
Commitments and Contingencies		—			—
Stockholders' Deficit
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 6,583,852,824 shares issued and outstanding, respectively		65,967			65,967
Additional paid-in capital		70,787,984			70,787,984
Treasury stock		(534,575	)		(534,575	)
Accumulated deficit		(82,972,471	)		(81,474,653	)
Total Stockholders' Deficit		(12,652,995	)		(11,155,177	)
Total Liabilities and Stockholders' Deficit	$	0		$	34

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.

FWe adopted accounting guidance for financial and non-3financial 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.

~~Table~~This Ofstandard ~~Contents~~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:

Max Sound Corporation

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.

~~Statements~~The following are the major categories of ~~Operations~~liabilities measured at fair value on a recurring basis: as of December 31, 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):

	For the Years Ended,
	December 31, 2021										December 31, 2020
	December 31, 2020			December 31, 2019
	Fair Value Measurement Using										Fair Value Measurement Using
Revenue	$	—		$	—
	Level 1			Level 2			Level 3		Total		Level 1		Level 2		Level 3		Total
Operating Expenses
		-			-			-		-		-		-		-		-
General and administrative		89,929			110,547
Consulting		—			20,800
Professional fees		59,200			32,754
Website development		—			8,250
Compensation		342,000			450,000
Total Operating Expenses		491,129			622,351
Loss from Operations		(491,129	)		(622,351	)
Other Income / (Expense)
Interest expense		(535,701	)		(457,763	)
Interest expense - related party		(497,321	)		(475,555	)
Amortization of debt offering costs		—			(3,525	)
Other income		26,333			—
Amortization of debt discount		—			(169,379	)
Change in fair value of embedded derivative liability		—			13,849,590
Total Other Income / (Expense)		(1,006,689	)		12,743,368
Provision for Income Taxes		—			—
Net Loss	$	(1,497,818	)	$	12,121,017
Net Loss Per Share - Basic and Diluted	$	(0.00	)	$	0.00
Weighted average number of shares outstanding during the year Basic and Diluted		6,583,852,824			6,577,551,453

F-411 Table of Contents

~~Table~~(N) OfStock-Based ~~Contents~~Compensation

Max Sound Corporation
Statement of Changes in Stockholders' Deficit
For the years ended December 31, 2020 and 2019
	Series A
	Preferred Stock				Preferred stock				Common stock				Additional								Total
													paid-in		Accumulated			Treasury			Stockholder's
	Shares		Amount		Shares		Amount		Shares		Amount		capital		Deficit			Stock			Deficit
Balance, December 31, 2018		10,000,000		100		—		—		6,573,852,824		65,867		70,776,084		(93,595,670	)		(534,575	)		(23,288,194	)
Common stock issued for services ($0.0002/sh)		—		—		—		—		10,000,000		100		11,900		—			—			12,000
Net Income (Loss)		—		—		—		—		—		—		—		12,121,017			—			12,121,017
Balance, December 31, 2019		10,000,000	$	100		—	$	—		6,583,852,824	$	65,967	$	70,787,984	$	(81,474,653	)	$	(534,575	)	$	(11,155,177	)
Net Income (Loss)		—		—		—		—		—		—		—		(1,497,818	)		—			(1,497,818	)
Balance, December 31, 2020		10,000,000	$	100		—	$	—		6,583,852,824	$	65,967	$	70,787,984	$	(82,972,471	)	$	(534,575	)	$	(12,652,995	)

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.

FEquity 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-5Employees 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

~~Table~~the Ofearlier ~~Contents~~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.

Max Sound Corporation
Statements of Cash Flows
	For the Years Ended,
	December 31, 2020			December 31, 2019
Cash Flows From Operating Activities:
Net Loss	$	(1,497,818	)	$	12,121,017
Adjustments to reconcile net loss to net cash used in operations
Stock and stock options issued for services		—			12,000
Amortization of debt offering costs		—			3,525
Amortization of debt discount		—			169,379
Change in fair value of derivative liability		—			(13,849,590	)
Changes in operating assets and liabilities:
Increase in accounts payable		78,400			60,546
Increase in accrued expenses		582,474			479,727
Increase in accrued expenses - related party		818,708			925,555
Net Cash Used In Operating Activities		(18,236	)		(77,841	)
Net Cash Used In Investing Activities		—			—
Cash Flows From Financing Activities:
Proceeds from stockholder loans / lines of credit		89,655			80,646
Repayment from stockholder loans / lines of credit		(71,453	)		(3,220	)
Net Cash Provided by Financing Activities		18,202			77,426
Net Decrease in Cash		(34	)		(415	)
Cash at Beginning of Year		34			449
Cash at End of Year	$	—		$	34
Supplemental disclosure of cash flow information:
Cash paid for interest	$	—		$	—
Cash paid for taxes	$	650		$	—

(O) Reclassification

~~F-6~~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.

~~Table~~(P) ~~Of Contents~~Advertising

~~NOTE~~Advertising 1costs ~~SUMMARY OF~~are ~~SIGNIFICANT~~expensed ~~ACCOUNTING~~as ~~POLICIES~~incurred. ~~AND~~These ~~ORGANIZATION~~costs are included in direct operating & occupancy expenses and totaled $7,955 and $0 for the years ended December 31, 2021 and 2020, respectively.

~~(A)~~NOTE ~~Organization and~~2 ~~Basis~~GOING ~~of Presentation~~CONCERN

~~Max Sound~~As ~~Corporation~~reflected (in the "accompanying financial statements, the Company") ~~was~~has ~~incorporated~~an inaccumulated ~~Delaware~~deficit onof ~~December~~$84,367,297, 9stockholders’ deficit of $13,767,821 ~~2005~~and working capital deficit of $13,767,821. ~~under~~These matters raise substantial doubt about the ~~name~~Company’s ~~43010,~~ability ~~Inc~~to continue as a going concern. The ability of the Company~~’s business~~ ~~operations~~to ~~are~~continue ~~focused~~as ~~primarily~~a going concern is dependent on ~~developing~~the Company’s ability to raise additional capital and ~~launching~~implement ~~audio~~its ~~technology~~business ~~software~~plan.

~~Effective March~~As 1,the ~~2011~~Company continues to incur losses, ~~the~~transition ~~Company~~to ~~filed~~profitability ~~with~~is dependent upon the ~~State~~successful commercialization of ~~Delaware~~its products and achieving a ~~Certificate~~level of ~~Amendment~~revenues ofadequate ~~Certificate~~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, 2021 was not sufficient to meet the cash requirements to fund planned operations through December 31, 2021 without additional sources of ~~Incorporation~~cash. ~~changing~~The ~~our~~Company ~~name from~~continues Soto ~~Act~~explore ~~Network~~various financing alternatives, ~~Inc~~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 ~~Max~~obtain ~~Sound~~any ~~Corporation~~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.

~~On August~~F-12 9,Table ~~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.~~Contents

~~It is~~NOTE ~~management's~~3 ~~opinion,~~DEBT ~~however,~~AND ~~that~~ACCOUNTS 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.PAYABLE

~~(B)~~Debt ~~Risks and~~consists ~~Uncertainties~~of the following:

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.

	As of		As of
	December 31,		December 31,
	2021		2020
Line of credit- related party	$	363,336	$	402,203
Accrued interest - related party		1,661,919		1,185,747
Accrued expenses - related party		1,248,945		962,945
Convertible debt	$	5,940,429	$	6,160,429

Total current debt	$	9,214,629	$	8,711,324

~~Because COVID~~F-1913 ~~infections~~Table 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.~~Contents

~~The ultimate~~Line ~~impact~~ of ~~the~~credit ~~COVID~~-19 ~~pandemic~~related 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.party

~~(C)~~Line ~~Use~~ of ~~Estimates~~credit with the principal stockholder consisted of the following activity and terms:

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.

	Principal			Interest Rate
Balance - December 31, 2020	$	402,203			4	%
Borrowings during the year ended December 31, 2021		93,173			-
Repayments		(132,040	)		-
Balance – December 31, 2021	$	362,943			4	%

~~(D)~~Accounts ~~Cash and~~payable ~~Cash~~consists ~~Equivalents~~of the following:

For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of December 31, 2020 and December 31, 2019, the Company had no cash equivalents.

	As of		As of
	December 31,		December 31,
	2021		2020

Accounts Payable	$	863,061	$	814,239

Total accounts payable	$	863,061	$	814,239

(EA) ~~Property and~~Convertible ~~Equipment~~Debt

~~Property and~~On ~~equipment~~December ~~are~~20, ~~stated at cost~~2019, ~~less~~the ~~accumulated~~Company ~~depreciation.~~removed ~~Expenditures~~the ~~for~~variable ~~maintenance~~component and ~~repairs~~penalties ~~are~~related ~~charged~~ to ~~expense~~its asconvertible ~~incurred~~debt and made it a fixed price.

~~Depreciation is~~Convertible ~~provided~~debt ~~using~~consisted ~~the~~of ~~straight-line method over~~ the ~~estimated~~following ~~useful~~activity ~~life~~and ~~of three to five years.~~terms:

(F) Research and Development

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 December 31, 2021	$	5,940,429

F-714 Table of Contents

~~Table~~(D) OfLine ~~Contents~~of Credit - Related Party

~~The Company~~During ~~has adopted~~ the ~~provisions~~year ofended ~~FASB~~December ~~Accounting~~31, ~~Standards Codification No. 350~~2021, ~~Intangibles - Goodwill & Other (“ASC Topic 350”). Costs incurred in~~ the ~~planning~~principal ~~stage~~stockholder ofhas aadvanced ~~website~~$93,173 ~~are expensed as research~~ and ~~development~~accrued ~~while~~$15,371 ~~costs incurred~~ in ~~the~~interest ~~development stage are capitalized~~ and ~~amortized~~was ~~over~~repaid ~~the life of the asset~~$132, ~~estimated to be three years~~040. ~~Expenses subsequent to the launch have been expensed as website development expenses.~~

~~(G)~~During ~~Concentration of~~the ~~Credit~~year ~~Risk~~ended December 31, 2020, the principal stockholder has advanced $89,655 and accrued $15,698 in interest and was repaid $71,453.

The ~~Company~~ atline ~~times has had cash in banks in excess~~ of ~~FDIC~~credit ~~insurance~~balance ~~limits.~~and ~~The~~accrued ~~Company~~interest ~~had~~as ~~$0 in excess~~ of ~~FDIC~~December ~~insurance~~31, ~~limits~~2021 asand of December 31, 2020 ~~and~~is ~~December~~$412,888 31and $436,373, ~~2019~~respectively.

~~(H)~~NOTE ~~Revenue Recognition~~4 STOCKHOLDERS’ DEFICIT

~~Effective January~~Common 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.Stock

~~(I)~~On ~~Loss Per~~March ~~Share~~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.

~~In accordance~~On ~~with~~April ~~accounting guidance now codified as FASB ASC Topic 260~~20, ~~“Earnings per Share~~2021,” ~~Basic earnings (loss) per share (“EPS”) is computed by dividing net loss available to common stockholders by~~ the ~~weighted~~Company ~~average~~issued ~~number of common shares outstanding during the period~~20, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants000,000 ~~using the treasury stock method (by using the average stock price for the period to determine the number of~~ shares ~~assumed to be purchased from the exercise~~ of ~~stock options~~its ~~or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of~~ common stock ifwith ~~their~~a ~~effect~~fair isvalue ~~anti-dilutive. Because~~ of ~~the Company’s net losses~~$60,000 ~~the~~($0.003 ~~effects~~/share) ofbased ~~stock warrants~~on ~~and stock options would be anti-dilutive and, accordingly, is excluded from~~ the ~~computation~~most ofrecent ~~earnings~~market ~~per share~~value.

~~The~~Stock computation of basic and diluted loss per share for the years ended December 31, 2020 and 2019, excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive:Warrants

	December 31, 2020	December 31, 2019
Stock Options (Exercise price - $0.00250/share)	—	95,332,500
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	118,325,656,764

The Company had no outstanding and exercisable warrants as of December 31, 2021 and December 31, 2020.

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 114,814,177,087 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.Options

~~(J)~~The ~~Income Taxes~~Company had no outstanding and exercisable stock options as of December 31, 2021 and December 31, 2020.

~~F-8~~NOTE 5 COMMITMENTS AND CONTINGENCIES

~~Table~~On OfMarch ~~Contents~~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 ~~Company~~ ~~accounts~~agreement ~~for~~also ~~income~~calls ~~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~~license infee ~~tax~~split ~~rates is recognized~~ in ~~income in~~ the ~~period~~event ~~that includes~~ the ~~enactment~~following ~~date.~~occurs:

			2020			2019
	5.	If Licensor is TIP - 20% of total license revenue received by TIP will be paid to Max Sound within 30 days of such receipts.
Deferred tax liability:		$	—		$	—
	6.	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.
Deferred tax asset
Temporary differences
Net operating loss carryforward			11,899,124			10,401,306
Valuation allowance			(11,899,124	)		(10,401,306	)
Net deferred tax asset			—			—
Net deferred tax liability		$	—		$	—

F-915 Table of Contents

~~Table~~On OfMarch ~~Contents~~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 ~~provision~~ Licensee was granted an exclusive license of MAX-D HD audio technology for ~~income~~an ~~taxes~~annual ~~has~~payment ~~been~~of ~~computed~~$100,000 asor ~~follows:~~$25,000 paid quarterly for up to 10 years.

	2020			2019
Expected income tax recovery (expense) at the statuary rate of 27.64%
	$	(413,938	)	$	3,349,764
Tax effect of expenses that are not deductible for income tax purposes (net of other
amounts deductible for tax purposes)		405			22
Tax effect of differences in the timing of deductibility of items for income tax
purposes:		—			(3,777,347	)
Utilization of non-capital tax losses to offset current taxable income		—			—
Change in valuation allowance		413,533			427,561
Provision for income taxes	$	—		$	—

The agreement also calls for a license fee split in the event the following occurs:

The valuation allowance was established to reduce the deferred tax asset to the amount that will more likely than not be realized. This is necessary due to the Company’s continued operating losses and the uncertainty of the Company’s ability to offset future taxable income through 2038.

	1.	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.

	2.	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.

~~The~~On ~~net~~March ~~change~~23, in2021, the ~~valuation~~Company ~~allowance~~received ~~for~~a ~~the year ended December 31, 2020 and 2019 was an increase of~~ $~~413~~150,~~533~~000 ~~and~~payment ~~$427,561,~~from ~~respectively~~the Licensee.

~~The components~~NOTE of6 ~~income tax expense related to continuing operations are as follows:~~LITIGATION

		2020		2019
Federal
Current	$	—	$	—
Deferred		—		—
	$	—	$	—
State and Local
Current	$	—	$	—
Deferred		—		—
	$	—	$	—

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.

~~The~~One ~~company~~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 ~~federal~~counsel, ~~income~~SML ~~tax~~Avvocati, ~~returns~~P.C. ~~for~~had since learned that the ~~years~~California ~~2017-2017 remain~~Franchise ~~subject~~Tax Board contended that Max Sound owed back taxes, hence the forfeiture. Max Sound hired a CPA tax specialist to ~~examination~~assist bywith paying its outstanding taxes which the ~~Internal~~state ~~Revenue~~finally ~~Service~~agreed ~~through~~were ~~2024~~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 (Kor any other substantive proceeding), ~~Business Segments~~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.

~~The~~In response, the Company ~~operates in~~hired ~~one~~Klapach ~~segment~~& Klapach, P.C. who filed an application for an extension to file an opening brief. The extension was granted, and ~~therefore~~the noopening ~~segment~~brief ~~information~~was isfiled ~~not~~April ~~presented~~26, 2019. Adli responded with a Respondent Brief, Appendix and Motion to Augment. Max Sound’s counsel filed a reply brief.

~~(L)~~In ~~Recent Accounting~~the ~~Pronouncements~~conclusion of the brief, Max Sound’s counsel Mr. Klapach stated:

~~All~~“The ~~other~~trial ~~newly issued~~court ~~accounting~~committed ~~pronouncements~~error ~~but~~in ~~not~~granting ~~yet~~summary ~~effective~~judgment ~~have~~in ~~been~~the ~~deemed~~Adli ~~either~~Firm’s ~~immaterial~~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 ~~not~~entitled ~~applicable~~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.”

~~(M)~~No ~~Fair Value~~assurance can be given as to the ultimate outcome of ~~Financial~~these ~~Instruments~~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.

~~The carrying~~On ~~amounts~~September on2, 2021, the ~~Company’s~~honorable ~~financial~~Judge ~~instruments~~Latham ~~including~~of ~~accounts~~the ~~payable,~~United ~~derivative~~States ~~liability,~~Bankruptcy ~~convertible~~Court ~~note~~Southern ~~payable~~District of California, approved a global settlement in the Chapter's 11 and ~~note~~7 ~~payable,~~bankruptcy ~~approximate~~filing ~~fair~~(case ~~value~~number ~~due~~20-01894) of Greg Halpern - Max Sound Founder and CEO. Although there are more motions and procedures still to be completed over the ~~relatively~~next ~~short~~few ~~period~~months, we believe this is an extremely positive outcome to ~~maturity~~our ~~for~~future. ~~these~~In ~~instruments~~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.

~~We adopted accounting guidance for financial and non~~F-~~financial~~16 ~~assets~~Table ~~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.~~Contents

~~This standard~~NOTE ~~does~~7 ~~not~~SUBSEQUENT 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 theEVENTS

~~F-10~~On December 13, 2021, the company entered into an exclusive Sales, Marketing and Distribution Partnership Agreement to work in an enterprise known as InGroundAssets in partnership with Jose Ignacio Natera Ramirez. The Company acquired certain rights to assets that can be harvested in Mexico in exchange for 300 million shares of the Company. As of the date of this filing, this agreement has not been finalized and the shares have not yet been issued.

~~Table~~On OfFebruary ~~Contents~~11, 2022, the Company issued two convertible promissory notes in the amount of $15,000 each. The note carries a rate of 6% and is due on August 11, 2022. The note further contains a provision that the lender may convert any part of the note, including accrued interest, that is unpaid into the Company’s common stock at a 50% discount to market priced at the average of five previous trading days.

~~market approach~~F-17 ~~(comparable~~Table ~~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:Contents

~~Level~~Item 1:9. ~~Observable inputs~~Changes ~~such as quoted prices (unadjusted)~~ in ~~active~~and ~~markets~~disagreements ~~for~~with ~~identical~~Accounting ~~assets~~and orFinancial ~~liabilities.~~Disclosure

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.N/A

~~Level 3:~~Item ~~Unobservable~~9A. ~~inputs~~Controls ~~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.~~Procedures

~~The following~~(a ~~are~~Evaluation ~~the~~of ~~major~~Disclosure ~~categories~~Controls ofand ~~liabilities~~Procedures ~~measured~~The atcompany’s ~~fair~~management ~~value~~has onevaluated, awith ~~recurring~~the ~~basis:~~participation as of ~~December~~the ~~31,~~Chief ~~2020~~Executive Officer and ~~December~~the 31Chief Financial Officer, ~~2019,~~ ~~using~~the ~~quoted~~effectiveness ~~prices~~of inthe ~~active~~company’s ~~markets~~disclosure ~~for~~controls ~~identical~~and ~~liabilities~~procedures (~~Level~~as 1defined in Rule 13a-15(e); ~~significant~~and ~~other~~15d-15(e) ~~observable~~under ~~inputs~~the Securities Exchange Act of 1934 (~~Level~~the 2“Exchange Act”); as of the end of the period covered by this report. Based on this evaluation, management concluded that the company’s disclosure controls and ~~significant unobservable~~procedures ~~inputs~~were ~~(Level~~effective ~~3):~~as of December 31, 2021.

December 31, 2020

December 31, 2019

Fair Value Measurement Using

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total

Derivative Liabilities

—

(b) Management’s Report on Internal Control Over Financial Reporting The company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f). The company’s management, including the Chief Executive Officer and the Chief Financial Officer, conducted an evaluation of the effectiveness of the company’s internal control over financial reporting based on the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the results of this evaluation, the Company’s management concluded that internal control over financial reporting was effective as of December 31, 2021.

OnThe ~~December 20, 2019, the~~ Company ~~removed~~is ~~the~~not ~~variable component~~required ~~and penalties related~~ to ~~its~~file ~~convertible~~an ~~debt~~ICFR ~~and~~with ~~made~~an itindependent aregistered ~~fixed~~public ~~price.~~accounting ~~Therefore, as of December 31, 2019 there is no longer an existing derivative liability~~firm.

(Nc) ~~Stock-Based Compensation~~Changes in Internal Control Over Financial Reporting During the quarter ended December 31, 2021, there were no changes in the company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

~~In December~~Item ~~2004, the FASB issued FASB Accounting Standards Codification No~~9B. ~~718,~~Other 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.Information

~~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~~None. 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)~~ITEM ~~Reclassification~~10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~Certain amounts~~On ~~from~~March ~~prior~~25, ~~periods~~2020, ~~have~~John ~~been~~Blaisure ~~reclassified~~was ~~to conform to the current period presentation~~terminated. ~~These~~Greg ~~reclassifications~~Halpern ~~had~~took ~~no impact~~ on the ~~Company's~~duties ~~net~~of ~~loss~~President orand ~~cash~~Chief ~~flows~~Executive Officer.

~~(P)~~Our ~~Derivative Financial~~executive ~~Instruments~~officers and directors and their respective ages are as follows:

F-11

NAME	AGE	POSITION

Greg Halpern	62	Chairman, President, Chief Executive Officer & Chief Financial Officer

~~Table~~Set Offorth ~~Contents~~below is a brief description of the background and business experience of our executive officers and directors for the past five years.

~~Fair value~~Greg ~~accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments~~Halpern, ~~and~~ ~~measurement of their fair value for accounting purposes. In determining the appropriate fair value~~Chairman, ~~the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments~~President, ~~management~~Chief ~~determines~~Executive 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 debtOfficer, ~~the~~CFO ~~Company~~& ~~will continue its evaluation process of these instruments as derivative financial instruments.~~Founder

~~Once determined,~~Greg ~~derivative~~Halpern ~~liabilities~~is ~~are~~the ~~adjusted~~founder toand ~~reflect~~visionary ~~fair~~of ~~value~~MAX-D. atOver ~~each reporting period end, with any increase or decrease in~~ the ~~fair~~course ~~value being recorded in results~~ of ~~operations~~his astenure, anMr. ~~adjustment~~Halpern tohas ~~fair~~made ~~value of derivatives. In addition~~loans, ~~the~~lines ~~fair value~~ of ~~freestanding~~ ~~derivative~~credit ~~instruments~~and ~~such~~done asequity ~~warrants,~~conversions ~~are~~with ~~also~~the ~~valued~~Company ~~using~~in ~~the~~excess ~~Black-Scholes~~of ~~option-pricing model~~$2,500,000.

~~F-12~~20 Table of Contents

~~Table~~Greg OfHalpern ~~Contents~~is the founder of Max Sound Corporation From 1997 to 2001 Mr. Halpern was the CEO of Circle Group Internet, Inc. (CRGQ: OTCBB). From 2002 to 2005, Mr. Halpern was the Chief Executive Officer of Circle Group Holdings Inc. (AMEX: CXN, formerly CRGQ.OB) and continued to be the CEO after it changed its name to Z-Trim Holdings Inc. (AMEX: ZTM) from 2006 - 2007. Circle Group was a venture capital firm for emerging technology companies which provided small business infrastructure, funding and intellectual capital to bring timely life-changing technologies to market through all early phases of the commercialization process. Mr. Halpern’s efforts there were focused on acquiring life improving technologies and bringing these products to the marketplace. In 2003, Mr. Halpern and his wife founded an unincorporated non-profit organization “People for Ultimate Kindness Toward All Living Creatures on Earth” whose purpose is and has been to identify problems on earth and those who are working to solve them. The Ultimate Kindness is a non-profit organization independent from the So Act Network. The Ultimate Kindness and the So Act Network share no financial interest or otherwise. In 2007, Mr. Halpern resigned from his position at Z-Trim Holdings and took a one (1) year sabbatical from business touring the Continental United States in his RV with his family. Currently, Mr. Halpern serves as the Chairman, President, Chief Executive Officer and Chief Financial Officer of Max Sound Corporation, and devotes approximately 50 hours each week to the management and operations of Max Sound Corporation.

~~(Q)~~Term ~~Original Issue~~of ~~Discount~~Office

~~For certain~~Our ~~convertible~~directors ~~debt~~are ~~issued,~~appointed ~~the~~for ~~Company~~a ~~provides~~one-year term to hold office until the ~~debt~~next ~~holder~~annual ~~with~~general anmeeting ~~original~~of ~~issue~~our ~~discount.~~shareholders ~~The~~or ~~original~~until ~~issue~~removed ~~discount~~from ~~is recorded~~office toin ~~debt~~accordance ~~discount,~~with ~~reducing~~our ~~the~~bylaws. ~~face~~Our ~~amount~~officers ofare ~~the~~appointed ~~note~~by ~~and~~our isboard ~~amortized~~of todirectors ~~interest~~and ~~expense~~hold ~~over~~office ~~the~~until ~~life~~removed ofby the ~~debt~~board.

~~(R)~~Current ~~Debt Issue~~Issues ~~Costs~~ and ~~Debt~~Future ~~Discount~~Management Expectations

~~The Company~~No ~~may~~board ~~pay~~audit ~~debt~~committee ~~issue~~has ~~costs,~~been ~~and~~formed ~~record~~as ~~debt discounts in connection with raising funds through the issuance~~ of ~~convertible debt. These costs are amortized to interest expense over~~ the ~~life~~filing of ~~the~~this ~~debt.~~Annual ~~If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed~~Report.

~~NOTE~~Compliance 2With ~~GOING CONCERN~~Section 16(A) Of The Exchange Act.

AsSection ~~reflected~~16(a) inof the ~~accompanying~~Exchange ~~financial~~Act ~~statements,~~ requires the Company’s ~~has~~officers anand ~~accumulated deficit of $82~~directors,~~972,471,~~ ~~stockholders’~~and ~~deficit~~persons ofwho ~~$12,652,995~~beneficially ~~and~~own ~~working~~more ~~capital~~than ~~deficit~~10% of ~~$12,652,995. These~~a ~~matters~~registered ~~raise~~class ~~substantial~~of ~~doubt about~~ the Company’s ~~ability~~equity securities, to ~~continue~~file asreports aof ~~going~~ownership ~~concern.~~and ~~The~~changes ~~ability~~in ofownership with the ~~Company~~Securities and Exchange Commission and are required to ~~continue~~ asfurnish acopies ~~going~~to ~~concern~~the isCompany. ~~dependent~~To onthe best of the Company’s ~~ability~~knowledge, any reports required to ~~raise~~be ~~additional~~filed ~~capital~~were ~~and~~timely ~~implement~~filed ~~its~~in ~~business~~fiscal ~~plan~~year ended December 31, 2021.

AsCode ~~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.~~Ethics

The Company ~~may~~has ~~never~~adopted ~~achieve~~a ~~profitability,~~Code 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, 2020 was not sufficient to meet the cash requirements to fund planned operations through December 31, 2021 without additional sources of ~~cash.~~Ethics ~~The~~applicable ~~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,~~Chief ~~the~~Executive ~~Company’s~~Officer ~~financial condition~~ and ~~results~~Chief ofFinancial ~~operations may be materially adversely affected, and the Company may not be able to continue operations~~Officer. 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.

~~NOTE 3~~21 ~~DEBT~~Table ~~AND~~of ~~ACCOUNTS PAYABLE~~Contents

~~Debt consists~~ITEM of11. ~~the~~EXECUTIVE ~~following:~~COMPENSATION

	As of December 31, 2020		As of December 31, 2019
Line of credit– related party	$	402,203	$	384,000
Accrued interest – related party		1,185,747		709,039
Accrued expenses – related party		962,945		620,945
Convertible debt	$	6,160,429	$	6,160,429
Less: debt discount		—		—
Less: debt issue costs		—		—
Convertible debt - net		6,160,429		6,160,429
Total current debt	$	8,711,324	$	7,874,413

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers during the years ended December 31, 2021, and 2020 in all capacities for the accounts of our executive, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):

~~Line~~SUMMARY ofCOMPENSATION ~~credit – related party~~TABLE.

Line of credit with the principal stockholder consisted of the following activity and terms:

Name and						Stock		Option		All Other
Principal Position	Year	Salary ($)		Bonus ($)		Awards ($)		Awards ($)		Compensation ($)		Total ($)
Greg Halpern, CFO
	2021		288,000										288,000
	2020		288,000		0		0		0		0		288,000
John Blaisure,
CEO	NONE
CEO	2020		54,000		0		0		0		0		54,000

	Principal			Interest Rate
Balance - December 31, 2019	$	402,472			—
Borrowings during the year ended December 31, 2020		89,655			—
Interest accrual		15,699			—
Repayments		(71,453	)		—
Balance – December 31, 2020	$	436,373

Outstanding Equity Interests

~~F-13~~The following table sets forth information concerning outstanding stock options for each named executive officer as of December 31, 2021.

~~Table~~Outstanding OfOption ~~Contents~~Awards at Fiscal Year-End

~~Accounts payable consists of the following:~~ None

	As of December 31, 2020	As of December 31, 2019
Accounts Payable	$814,239	$735,845
Total accounts payable	$814,239	$735,845

Compensation of Directors

~~(A)~~Directors ~~Convertible Debt~~are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

~~The~~Employment ~~convertible notes issued for year ended December 31, 2020 and year ended December 31, 2019, consist of the following terms:~~Agreements

		Year ended		Year ended
		December 31,		December 31,
		2020 Amount of		2019 Amount of
		Principal Raised		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 Less: Debt			6,160,429		6,160,429
Discount Less: Debt			—		—
Issue Costs			—		—
Convertible Debt - net			6,160,429		6,160,429

Mr. Greg Halpern, our President and CFO, entered into an employment agreement with us on October 13, 2008. Pursuant to the Employment Agreement, the term of the employment shall be for a period of ten (10) years commencing on October 13, 2008. The term of this employment agreement shall automatically be extended for additional terms of one (1) year each unless either party gives prior written notice of non-renewal to the other party no later than sixty (60) days prior to the expiration of the end of the 10 years. Subject to the terms of the employment agreement, we shall pay Mr. Halpern $18,000 per month as compensation for his services rendered as provided in the employment agreement. In addition to the base salary, Mr. Halpern shall be entitled to a monthly commission equal to 10% of all of our sales. On May 1, 2013, the Company amended its employment agreement with Greg Halpern to increase his salary to $24,000 per month.

~~F-14~~22 Table of Contents

~~Table~~We Ofhave ~~Contents~~not had a promoter at any time during our past five fiscal years.

~~The~~ITEM ~~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~~12. OnSECURITY ~~December~~OWNERSHIP ~~20,~~OF ~~2019,~~CERTAIN ~~the~~BENEFICIAL ~~Company~~OWNERS ~~removed~~AND ~~the~~MANAGEMENT ~~variable~~AND ~~component~~RELATED ~~and~~STOCKHOLDER ~~penalties related to its convertible debt and made it a fixed price. Therefore, as of December 31, 2019 there is no longer an existing derivative liability.~~MATTERS

Convertible debt consisted of the following activity and terms:
Convertible Debt Balance as of December 31, 2019 Borrowings	6,160,429	4%	-	12%
Conversions	—
Convertible Debt Balance as of December 31, 2020	—
	6,160,429

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of December 31, 2021 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.

(B) Debt Issue Costs
The following is a summary of the Company’s debt issue costs:
	Year ended			Year Ended
	December 31, 2020			December 31, 2019
Debt issue costs	$	362,423			362,423
Accumulated amortization of debt issue costs		(362,423	)		(362,423	)
Debt issue costs – net	$	—			—

On March 26, 2020, there were 6,583,852,824 issued and outstanding shares of common stock. Unless otherwise noted, each person identified below possesses sole voting and investment power with respect to the shares listed.

~~During~~The ~~the~~information ~~year ended~~contained ~~December~~in ~~31,~~this ~~2020~~table ~~and~~is ~~2019~~based upon information received from or on behalf of the ~~Company~~named ~~amortized~~individuals $0or from publicly available information and ~~$3,525~~filings by or on behalf of ~~debt~~those ~~issue~~persons ~~costs,~~with ~~respectively~~the SEC.

~~(C)~~REPLACE ~~Debt Discount & Original Issue Discount~~TABLE

The debt discount and the original issue discount recorded in 2020 and 2019 pertains to convertible debt that contains embedded conversion options that are required to be bifurcated and reported at fair value and original issue discounts.

Title of Class	Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Owner			Percent of Class (2)

Preferred Stock	Greg Halpern		10,000,000	(2)		66.8	%

Common Stock	Greg Halpern		2,510,933			0.07	%

Common Stock	John Blaisure		28,300,960	(3)		0.8	%

Common Stock	Total Shares owned by Directors and officers		40,811,893			67.67	%

The Company amortized $0 and $169,379 during the years ended December 31, 2020 and 2019, respectively, to amortization of debt discount expense.

	(1)	Unless otherwise indicated, the address for each stockholder listed in the above table is c/o Max Sound Corporation, 3525 Del Mar Heights Road, #802, San Diego, California, 92130.
	(2)	Reference Event of Stock conversion from Common to Preferred Shares.

	Year ended			Year Ended
	December 31, 2020			December 31, 2019
Debt discount	$	13,221,839			13,221,839
Accumulated amortization of debt discount		(13,221,839	)		(13,221,839	)
Debt discount - Net	$	—			—

Table of Contents

~~During the~~On ~~year~~October ~~ended December 31~~2, ~~2020~~2017, the ~~principal stockholder has advanced $89~~Company,~~655~~ ~~and accrued $15,698~~ in ~~interest~~exchange ~~and~~for ~~was~~Greg ~~repaid~~Halpern's ~~$71,453. During~~consideration ~~the~~issuing ~~year ended December 31, 2019,~~ the ~~principal~~Company ~~stockholder~~a ~~has~~line ~~advanced~~of ~~$80,647~~credit ~~accrued~~of $14100,~~755~~000 inon ~~interest~~July ~~and was repaid $3~~6,~~220 under~~ ~~the~~2017 ~~terms~~and ofanother ~~the~~ line of credit. ~~The line~~ of ~~credit balance and accrued interest as of December 31~~$200,000 ~~2020~~on isOctober ~~$436~~2,~~373.~~ 2017

~~F-15~~ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

~~Table~~Audit ~~Of Contents~~Fees

~~NOTE~~For 4the ~~STOCKHOLDERS~~Company’ ~~DEFICIT~~s fiscal years ended December 31, 2021 and 2020, we were billed approximately $28,500, and $51,200, respectively, for professional services rendered for the audit and review of our financial statements.

Audit 1.Related ~~Common Stock~~Fees

~~During~~There ~~the~~were ~~year ended~~no ~~December~~fees ~~31,~~for ~~2019,~~audit ~~the~~related ~~Company~~services ~~issued~~for the ~~following~~years ~~common~~ended ~~stock:~~December 31, 2021 and 2020.

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

Tax Fees

~~The Company~~For ~~maintains~~the onCompany’s ~~its~~fiscal ~~books~~years ~~and~~ended ~~within~~December ~~the above financials~~31, ~~debt~~2021 ~~to Venture Champion Asia Limited~~ and ~~ICG~~2020, ~~USA~~we ~~LLC~~were orbilled ~~its~~approximately ~~designee(s) which~~$0, ~~is currently in default~~ and ~~has~~$0, ~~not~~for ~~been~~professional ~~converted~~services ~~due~~rendered tofor ~~ICG’s~~tax ~~settled~~compliance, ~~administrative~~tax ~~proceeding with the SEC~~advice, ~~where~~and ~~the Company~~tax ~~awaits any rightful exemption or regulatory no-action that would render any forward moving action compliant by all the parties~~planning.

~~The Company~~All ~~announced~~Other that it entered into an Agreement with Vedanti Systems Limited and Vedanti Licensing Limited (VLL) that resolves their dispute over the international Optimized Data Transmission (ODT) patent portfolio previously owned by Vedanti. The Agreement further provides that VLL and the Company will become co-owners of the pioneering portfolio. In consideration of the patent portfolio purchase, the Company issued 80,000,000 shares of its common stock to VLL. This patent portfolio consists of patents in the following countries: The United States, Australia, Austria, Cyprus, Denmark, Spain, Finland, France, Ireland, Italy, Luxembourg, Monaco, Portugal, Sweden, Turkey, Belgium, Switzerland/ Liechtenstein, United Kingdom, Greece, Netherlands and Germany. The Company continues to pursue its litigations against Google.Fees

~~(B) Stock~~The ~~Warrants~~Company did not incur any other fees related to services rendered by our principal accountant for the years ended December 31, 2021 and 2020.

~~The~~Pursuant ~~Company~~to ~~had no~~the ~~outstanding~~requirements ~~and~~of ~~exercisable~~Section ~~warrants~~13 asor 15(d) of ~~December~~the 31Securities Exchange Act of 1934, ~~2020~~the ~~and~~registrant ~~2019~~has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FEffective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-16audit related service, the engagement be:

~~Table~~· Ofapproved ~~Contents~~by our audit committee; or · entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

~~(C)~~We ~~Stock Options~~do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors.

The ~~Company~~pre-approval ~~had no~~process ~~outstanding~~has ~~and~~just ~~exercisable~~been ~~stock~~implemented ~~options~~in asresponse ofto ~~December~~the 31new rules. Therefore, ~~2020~~our board of directors does not have records of what percentage of the above fees were pre-approved. However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.

~~The~~24 ~~following tables~~Table ~~summarize all option grants as~~ of ~~December 31, 2020, and the related changes during these periods are presented below:~~Contents

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (In Years)
Outstanding – December 31, 2019		95,332,500			—
Exercised		—			—		—
Forfeited		(95,332,500	)		—
Outstanding – December 31, 2020		—			—		—
Exercisable – December 31, 2020		—

PART IV

~~F-17~~ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

~~Table~~All OfExhibits ~~Contents~~in calendar year 2021 associated with all prior Form 10 filings are incorporated herein by reference.

~~NOTE 5~~3. ~~LITIGATION~~ Exhibits

Exhibit Number		Description
31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Executive Officer and Chief Financial Officer
32		Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

~~One issue~~25 ~~raised~~Table ~~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.Contents

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.SIGNATURES

~~In response,~~Pursuant to the ~~Company~~requirements ~~hired~~of ~~Klapach~~the &Securities ~~Klapach,~~Exchange ~~P.C.~~Act ~~who~~of ~~filed an application for an extension to file an opening brief. The extension was granted~~1934, ~~and~~ the ~~opening~~registrant ~~brief~~has ~~was~~duly ~~filed~~caused ~~April~~this ~~26,~~report ~~2019.~~to ~~Adli~~be ~~responded~~signed ~~with~~on aits ~~Respondent~~behalf ~~Brief,~~by ~~Appendix~~the ~~and~~undersigned ~~Motion~~thereunto toduly ~~Augment~~authorized. ~~Max Sound’s counsel filed a reply brief.~~

InDate: ~~the~~April ~~conclusion of the brief~~18, ~~Max~~2022 ~~Sound’s counsel Mr. Klapach stated:~~

~~“The trial~~MAX ~~court~~SOUND ~~committed~~CORPORATION(Registrant) ~~error~~By: ~~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~~Greg ~~Max~~Halpern ~~Sound~~Greg toHalpern ~~set~~Chief ~~off.~~Executive ~~With respect~~Officer 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~~Chief aFinancial ~~Certificate~~Officer of(Principal ~~Revivor.”~~Executive Officer)

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.26

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NOTE 6 SUBSEQUENT EVENT

On March 2, 2021, the officer advanced $1,025 under the terms of the line of credit.

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 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.

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Item 9. Changes in and disagreements with Accounting and Financial Disclosure

N/A

Item 9A. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures The company’s management has evaluated, with the participation of the Chief Executive Officer and the Chief Financial Officer, the effectiveness of the company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this report. Based on this evaluation, management concluded that the company’s disclosure controls and procedures were effective as of December 31, 2020.

(b) Management’s Report on Internal Control Over Financial Reporting The company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f). The company’s management, including the Chief Executive Officer and the Chief Financial Officer, conducted an evaluation of the effectiveness of the company’s internal control over financial reporting based on the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the results of this evaluation, the Company’s management concluded that internal control over financial reporting was effective as of December 31, 2020.

The Company is not required to file an ICFR with an independent registered public accounting firm.

(c) Changes in Internal Control Over Financial Reporting During the quarter ended December 31, 2020 there were no changes in the company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

Item 9B. Other Information

None.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

On March 25, 2020, John Blaisure was terminated. Greg Halpern took on the duties of President and Chief Executive Officer.

Our executive officers and directors and their respective ages are as follows:

NAME	AGE		POSITION
			Chairman, President, Chief Executive
Greg Halpern		62	Officer & Chief Financial Officer

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.

Greg Halpern, Chairman, CFO & Founder

Greg Halpern is the founder and visionary of MAX-D. Over the course of his tenure, Mr. Halpern has made loans, lines of credit and done equity conversions with the Company in excess of $2,500,000.

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Greg Halpern is the founder of Max Sound Corporation From 1997 to 2001 Mr. Halpern was the CEO of Circle Group Internet, Inc. (CRGQ: OTCBB).

From 2002 to 2005, Mr. Halpern was the Chief Executive Officer of Circle Group Holdings Inc. (AMEX: CXN, formerly CRGQ.OB) and continued to be the CEO after it changed its name to Z-Trim Holdings Inc. (AMEX: ZTM) from 2006 - 2007. Circle Group was a venture capital firm for emerging technology companies which provided small business infrastructure, funding and intellectual capital to bring timely life-changing technologies to market through all early phases of the commercialization process. Mr. Halpern’s efforts there were focused on acquiring life improving technologies and bringing these products to the marketplace. In 2003, Mr. Halpern and his wife founded an unincorporated non-profit organization “People for Ultimate Kindness Toward All Living Creatures on Earth” whose purpose is and has been to identify problems on earth and those who are working to solve them. The Ultimate Kindness is a non-profit organization independent from the So Act Network. The Ultimate Kindness and the So Act Network share no financial interest or otherwise. In 2007, Mr. Halpern resigned from his position at Z-Trim Holdings and took a one (1) year sabbatical from business touring the Continental United States in his RV with his family. Currently, Mr. Halpern serves as the Chairman, President, Chief Executive Officer and Chief Financial Officer of Max Sound Corporation and devotes approximately 50 hours each week to the management and operations of Max Sound Corporation.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Current Issues and Future Management Expectations

No board audit committee has been formed as of the filing of this Annual Report.

Compliance With Section 16(A) Of The Exchange Act.

Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and are required to furnish copies to the Company. To the best of the Company’s knowledge, any reports required to be filed were timely filed in fiscal year ended December 31, 2020.

Code of Ethics

The Company has adopted a Code of Ethics applicable to its Chief Executive Officer and Chief Financial Officer.

ITEM 11. EXECUTIVE COMPENSATION

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers during the years ended December 31, 2020, and 2019 in all capacities for the

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accounts of our executive, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):

SUMMARY COMPENSATION TABLE

Name and							Stock		Option		All Other
Principal			Salary		Bonus		Awards		Awards		Compensation		Total
Position	Year		($)		($)		($)		($)		($)		($)
Greg Halpern,CFO		2020		288,000		0		0		0		0		288,000
		2019		288,000		0		0		0		0		288,000
		2018		288,000		0		0		0		0		288,000
		2017		192,000		0		0		0		0		192,000
John Blaisure, CEO		2019		162,000		0		0		0		0		162,000
		2018		164,000		0		0		0		44,252		208,252
		2017		144,000		0		0		0		0		144,000

Outstanding Equity Interests

The following table sets forth information concerning outstanding stock options for each named executive officer as of December 31, 2020.

Outstanding Option Awards at Fiscal Year-End

None

There were no stock options issued or exercised during the fiscal year ended December 31, 2020 by a named executive officer, and no awards were made to a named executive officer in the last completed fiscal year under any long-term incentive plan.

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

Employment Agreements

Mr. John Blaisure, our CEO, entered into an employment agreement with us on January 17, 2011. Pursuant to the employment agreement, the term of employment shall be for a period of five (5) years commencing on January 7, 2011. Subject to the terms of the employment agreement, we agreed to pay Mr. Blaisure $8,000 per month as compensation for his services rendered as provided in the employment agreement. On August 25, 2012, the agreement was updated to increase the monthly compensation to $12,000 per month beginning September 1, 2012. On May 1, 2013, the Company further amended the agreement to increase Mr. Blaisure’s salary to $18,000 per month. In addition, to the base salary, Mr. Blaisure is entitled to and shall receive a monthly commission equal to 20% of the gross sales of the Company derived from the efforts of Mr. Blaisure after

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deducting $8,000 from such amount. Further, as of the date of the employment agreement, the Company issued to Mr. Blaisure, 3,000,000 shares of common stock and, within 10 days of the signing of the employment agreement, 12,000,000 options to buy common stock of the Company at $.12 per share for a period not to exceed three years from the date of the employment agreement. On June 14, 2013, such expiration date was extended for two more years. On January 8, 2016, the company renewed Mr. Blaisure’s employment agreement for 5 years additional at the same terms; Mr. Blaisure agreed to forgo his options and the Company granted 12,000,000 rule 144 common shares to John Blaisure.

On December 31, 2012, John Blaisure – CEO and Greg Halpern - CFO amended their employment agreements with the Company to eliminate their previous annual bonus entitlements which was previously 10% each of revenues. In exchange for this consideration, the Company agreed that Executive Blaisure will each be decreased as his new bonuses to 6% of net profits, and Executive Halpern will each be decreased as his new bonus to 7% of net profits. Both Executives may elect at their option to receive such bonuses in cash or Rule 144 stock or any combination of both.

On March 25, 2020, John Blaisure was terminated

We have not had a promoter at any time during our past five fiscal years.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of March 22, 2018 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.

On March 26, 2018, there were 3,715,287,050 issued and outstanding shares of common stock. Unless otherwise noted, each person identified below possesses sole voting and investment power with respect to the shares listed.

The information contained in this table is based upon information received from or on behalf of the named individuals or from publicly available information and filings by or on behalf of those persons with the SEC.

	Name and Address of	Amount and Nature of
Title of Class	Beneficial Owner(1)	Beneficial Owner			Percent of Class (2)
Preferred Stock	Greg Halpern		10,000,000	(2)		66.8%
Common Stock	Greg Halpern		2,510,933			0.07%
Common Stock	Greg Halpern		40,300,000 (2018 open market buy)
	Total Shares owned by
Common Stock	Directors and officers		40,811,893			67.67%

(1) Unless otherwise indicated, the address for each stockholder listed in the above table is c/o Max Sound Corporation, 3525 Del Mar Heights Road, #802, San Diego, California, 92130.

(2) Reference Event of Stock conversion from Common to Preferred Shares.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTION, AND DIRECTOR INDEPENDENCE

On October 2, 2017, the Company, in exchange for Greg Halpern's consideration issuing the Company a line of credit of $100,000 on July 6, 2017 and another line of credit of $200,000 on October 2, 2017 .

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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

For the Company’s fiscal years ended December 31, 2020 and 2019, we were billed approximately $51,200, and $28,000, respectively, for professional services rendered for the audit and review of our financial statements.

Audit Related Fees

There were no fees for audit related services for the years ended December 31, 2020 and 2019.

Tax Fees

For the Company’s fiscal years ended December 31, 2020 and 2019, we were billed approximately $0, and $4,590, for professional services rendered for tax compliance, tax advice, and tax planning.

All Other Fees

The Company did not incur any other fees related to services rendered by our principal accountant for the years ended December 31, 2020 and 2019.

Pursuant to the requirements of Section 13 or 15(d) 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.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

• approved by our audit committee; or

• entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

We do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors.

The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentage of the above fees were pre-approved. However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

All Exhibits in calendar year 2020 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

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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: March 26, 2021

MAX SOUND CORPORATION

(Registrant)

By: /s/ Greg Halpern

Greg Halpern

Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer)

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