0001213900-14-005920.txt : 20140814 0001213900-14-005920.hdr.sgml : 20140814 20140814164948 ACCESSION NUMBER: 0001213900-14-005920 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 30 CONFORMED PERIOD OF REPORT: 20140630 FILED AS OF DATE: 20140814 DATE AS OF CHANGE: 20140814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Max Sound Corp CENTRAL INDEX KEY: 0001353499 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 263534190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-51886 FILM NUMBER: 141043825 BUSINESS ADDRESS: STREET 1: 2902A COLORADO AVENUE CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 310-264-0230 MAIL ADDRESS: STREET 1: 2902A COLORADO AVENUE CITY: SANTA MONICA STATE: CA ZIP: 90404 FORMER COMPANY: FORMER CONFORMED NAME: So Act Network, Inc. DATE OF NAME CHANGE: 20081015 FORMER COMPANY: FORMER CONFORMED NAME: 43010 INC DATE OF NAME CHANGE: 20070808 FORMER COMPANY: FORMER CONFORMED NAME: 43010 DATE OF NAME CHANGE: 20060215 10-Q 1 f10q0614_maxsoundcorp.htm QUARTERLY REPORT

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_______________

 

FORM 10-Q

_______________

 

(Mark One)

 

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

 

For the quarterly period ended June 30, 2014

 

or

 

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

 

For the transition period from ______to______.

 

MAX SOUND CORPORATION

 (Exact name of registrant as specified in charter)

 

DELAWARE   000-51886   26-3534190

(State or other jurisdiction of

incorporation or organization)

   (Commission File Number)   (I.R.S Employer
Identification No.)

 

2902A Colorado Avenue

Santa Monica, CA 90404

(Address of principal executive offices)

_______________

 

310-264-0230

(Registrant’s telephone number, including area code)

_______________

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No 

 

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

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☒
(Do not check if a smaller reporting company)      

 

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock. As of August 12, 2014, there were 356,909,963 shares, par value $0.0001 per share, of common stock issued and outstanding.

 

 

  

 
 

  

MAX SOUND CORPORATION

 

FORM 10-Q

for the period ended June 30, 2014

 

INDEX 

 

PART I-- FINANCIAL INFORMATION  
     
Item 1. Financial Statements 1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 53
Item 3. Quantitative and Qualitative Disclosures About Market Risk 66
Item 4. Controls and Procedures 66
     
PART II-- OTHER INFORMATION  
     
Item 1. Legal Proceedings 66
Item 1A. Risk Factors 67
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 68
Item 3. Defaults Upon Senior Securities 72
Item 4. Mine Safety Disclosures 72
Item 5. Other Information 72
Item 6. Exhibits 73
     
SIGNATURES   74

  

 
 

  

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

 

This Quarterly Report on Form 10-Q (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.

 

 
 

  

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

 

CONTENTS

 

Max Sound Corporation
(A Development Stage Company)
Condensed Balance Sheets

 

         
  

June 30,

2014

  

December 31,

2013

 
   (UNAUDITED)   (AUDITED)  
         
ASSETS        
Current Assets          
Cash  $53,877   $166,778 
Inventory   38,071    38,071 
Prepaid expenses   17,330    65,069 
Debt offering costs - net   27,973    58,009 
     Total  Current Assets   137,251    327,927 
           
Property and equipment, net   216,847    255,317 
           
Other Assets          
Security deposit   413    413 
Intangible assets   18,385,175    16,803,954 
     Total  Other Assets   18,385,588    16,804,367 
           
Total  Assets  $18,739,686   $17,387,611 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
           
Current Liabilities          
Accounts payable  $329,124   $206,458 
Accrued expenses   138,912    94,973 
Line of credit - related party   286,652    140,000 
Derivative liabilities   1,641,447    1,885,769 
Convertible note payable, net of debt discount of $1,739,119 and $643,814, respectively   969,748    956,357 
Total Current Liabilities   3,365,883    3,283,557 
           
Commitments and Contingencies          
           
Stockholders' Equity          
Preferred stock,  $0.0001 par value; 10,000,000 shares authorized,          
No shares issued and outstanding   -    - 
Common stock,  $0.0001 par value; 400,000,000 shares authorized,          
348,701,623 and 309,543,698 shares issued and outstanding, respectively   35,171    31,255 
Additional paid-in capital   47,288,503    41,915,852 
Deferred compensation   (12,500)   (50,000)
Treasury stock   (519,575)   (520,000)
Deficit accumulated during the development stage   (31,417,796)   (27,273,053)
Total Stockholders' Equity   15,373,803    14,104,054 
           
Total Liabilities and Stockholders' Equity  $18,739,686   $17,387,611 

 

See accompanying notes to condensed unaudited financial statements.

 

1
 

 

Max Sound Corporation

(A Development Stage Company)

Condensed Statements of Operations

(UNAUDITED)

 

                For the Period From  
                December 9, 2005  
    For the Three Months Ended,     For the Six Months Ended     (Inception)  
   

June 30,

2014

    

June 30,

2013

    

June 30,

2014

    

June 30,

2013

    

to June 30,

2014

  
                               
Revenue   $ 152     $ 732     $ 1,388     $ 1,720     $ 27,717  
                                         
Operating Expenses                                        
General and administrative     916,940       492,879       1,680,606       1,440,696       6,905,348  
Endorsement fees     -       -       -       480,000       5,422,277  
Consulting     140,894       143,211       274,706       270,287       6,921,668  
Professional fees     128,858       110,630       406,332       603,388       1,853,575  
Website development     -       -       -       -       251,263  
Compensation     246,800       411,340       503,200       681,699       4,982,066  
Total Operating Expenses     1,433,492       1,158,060       2,864,844       3,476,070       26,336,197  
                                         
Loss from Operations     (1,433,340 )     (1,157,328 )     (2,863,456 )     (3,474,350 )     (26,308,480 )
                                         
Other Income / (Expense)                                        
Interest income     -       -       -       -       688  
Other income     37,500       -       37,500       -       44,405  
Gain on sale of intellectual property     -       -       -       -       220,000  
Gain (Loss) on extinguishment of debt     -       -       (18,596 )     -       (11,953 )
Interest expense     (80,612 )     (32,453 )     (197,195 )     (62,109 )     (403,067 )
Derivative Expense     (47,506 )     (71,752 )     (47,506 )     (95,877 )     (691,313 )
Amortization of debt offering costs     (18,053 )     (72,418 )     (97,036 )     (121,655 )     (619,084 )
Loss on conversions     (48,398 )     -       (90,483 )     (46,093 )     (136,576 )
Amortization of debt discount     (772,139 )     (660,334 )     (1,558,294 )     (1,082,097 )     (5,046,600 )
Change in fair value of embedded derivative liability     2,407,587       47,534       690,323       236,026       1,670,639  
Total Other Income / (Expense)     1,478,379       (789,423 )     (1,281,287 )     (1,171,805 )     (4,972,861 )
                                         
Provision for Income  Taxes     -       -       -       -       -  
                                         
Net Income (Loss)   $ 45,039     $ (1,946,751 )   $ (4,144,743 )   $ (4,646,155 )   $ (31,281,341 )
                                         
Net Loss Per Share  - Basic and Diluted   $ 0.00     $ (0.01 )   $ (0.01 )   $ (0.02 )        
                                         
Weighted average number of shares outstanding during the year Basic and Diluted     333,384,831       295,880,176       323,325,126       293,158,844      

 

 

  

  

See accompanying notes to condensed unaudited financial statements.

 

2
 

 

Max Sound Corporation

(A Development Stage Company)

Condensed Statement of Changes in Stockholders' Equity

For the Period from December 9, 2005 (Inception) to June 30, 2014

(UNAUDITED) 

 

    Preferred stock     Common stock     Additional paid-in     Accumulated     Subscription     Deferred     Treasury     Total Stockholder's  
    Shares     Amount     Shares     Amount     capital     Deficit     Receivable     Compensation     Stock     Equity  
                                                             
Balance, December 9, 2005 (Inception)     -     $ -       -     $ -     $ -     $ -     $ -     $ -     $ -     $ -  
                                                                                 
Stock issued on acceptance of incorporation expenses     -       -       100,000       10       90       -       -       -       -       100  
                                                                                 
Net loss for the period December 9, 2005 (Inception) to December 31, 2005     -       -       -       -       -       (400 )     -       -       -       (400 )
                                                                                 
Balance, December 31, 2005     -       -       100,000       10       90       (400 )     -       -       -       (300 )
                                                                                 
Net loss for the year ended December 31, 2006     -       -       -       -       -       (1,450 )     -       -       -       (1,450 )
                                                                                 
Balance, December 31, 2006     -       -       100,000       10       90       (1,850 )     -       -       -       (1,750 )
                                                                                 
Net loss for the year ended December 31, 2007     -       -       -       -       -       (1,400 )     -       -       -       (1,400 )
                                                                                 
Balance, December 31, 2007     -       -       100,000       10       90       (3,250 )     -       -       -       (3,150 )
                                                                                 
Common stock issued for services to founder ($0.001/sh)     -       -       44,900,000       4,490       40,410       -       -       -       -       44,900  
                                                                                 
Common stock issued for cash ($0.25/sh)     -       -       473,000       47       118,203       -       (67,750 )     -       -       50,500  
                                                                                 
Common stock issued for services ($0.25/sh)     -       -       12,000       1       2,999       -       -       -       -       3,000  
                                                                                 
Shares issued in connection with stock dividend     -       -       136,455,000       13,646       122,809       (136,455 )     -       -       -       -  
                                                                                 
In kind contribution of rent - related party     -       -       -       -       2,913       -       -       -       -       2,913  
                                                                                 
Accrued expenses payment made by a former shareholder     -       -       -       -       4,400       -       -       -       -       4,400  
                                                                                 
Net loss for the year ended December 31, 2008     -       -       -       -       -       (117,115 )     -       -       -       (117,115 )
                                                                                 
Balance, December 31, 2008     -       -       181,940,000       18,194       291,824       (256,820 )     (67,750 )     -       -       (14,552 )
                                                                                 
Common stock issued for cash ($0.25/sh)     -       -       62,000       6       15,494       -       -       -       -       15,500  
                                                                                 
Common stock issued for services ($0.25/sh)     -       -       24,000       2       5,998       -       -       -       -       6,000  
                                                                                 
Common stock issued for services ($0.35/sh)     -       -       1,700,000       170       594,830       -       -       (499,333 )     -       95,667  
                                                                                 
Common stock issued for services ($0.0625/sh)     -       -       935,714       94       58,388       -       -       -       -       58,482  
                                                                                 
Warrants issued for services     -       -       -       -       823,077       -       -       -       -       823,077  
                                                                                 
Common stock issued for services ($1.50/sh)     -       -       30,000       3       44,997       -       -       (39,699 )     -       5,301  
                                                                                 
Common stock issued for services ($1.77/sh)     -       -       30,000       3       53,097       -       -       (53,100 )     -       -  
                                                                                 
Common stock issued for services ($1.78/sh)     -       -       100,000       10       177,990       -       -       (166,052 )     -       11,948  
                                                                                 
Common stock issued for services ($1.80/sh)     -       -       100,000       10       179,990       -       -       (168,904 )     -       11,096  
                                                                                 
Common stock issued for services ($1.93/sh)     -       -       2,830,000       283       5,461,617       -       -       (5,459,098 )     -       2,802  
                                                                                 
Common stock issued for services ($1.94/sh)     -       -       30,000       3       58,197       -       -       (58,200 )     -       -  
                                                                                 
Common stock issued for services ($1.95/sh)     -       -       920,000       92       1,793,908       -       -       (1,135,808 )     -       658,192  
                                                                                 
Common stock issued for services ($2.00/sh)     -       -       300,000       30       599,970       -       -       (506,423 )     -       93,577  
                                                                                 
Return of common stock issued for services ($0.35/sh)     -       -       (1,100,000 )     (110 )     (384,890 )     -       -       385,000       -       -  
                                                                                 
Shares issued in connection with stock dividend     -       -       258,000       26       (26 )     -       -       -       -       -  
                                                                                 
Stock offering costs     -       -       -       -       (850 )     -       -       -       -       (850 )
                                                                                 
Collection of subscription receivable     -       -       -       -       -       -       67,750       -       -       67,750  
                                                                                 
In kind contribution of rent - related party     -       -       -       -       12,600       -       -       -       -       12,600  
                                                                                 
Deferred compensation realized     -       -       -       -       -       -       -       114,333       -       114,333  
                                                                                 
Net loss for the year ended December 31, 2009     -       -       -       -       -       (2,298,552 )     -       -       -       (2,298,552 )
                                                                                 
Balance, December 31, 2009     -       -       188,159,714       18,816       9,786,211       (2,555,372 )     -       (7,587,284 )     -       (337,629 )
                                                                                 
Common stock issued for cash ($0.25/sh)     -       -       1,200,000       120       299,880       -       -       -       -       300,000  
                                                                                 
Accrued salary conversion into common stock ($0.30/sh)     -       -       945,507       95       283,557       -       -       -       -       283,652  
                                                                                 
Common stock issued for services ($0.15/sh)     -       -       250,000       25       37,475       -       -       -       -       37,500  
                                                                                 
Common stock issued for services ($0.18/sh)     -       -       100,000       10       17,990       -       -       -       -       18,000  
                                                                                 
Common stock issued for services ($0.19/sh)     -       -       100,000       10       18,990       -       -       -       -       19,000  
                                                                                 
Common stock issued for services ($0.20/sh)     -       -       210,000       21       41,979       -       -       -       -       42,000  
                                                                                 
Common stock issued for services ($0.25/sh)     -       -       140,000       14       34,986       -       -       -       -       35,000  
                                                                                 
Common stock issued in exchange for technology rights ($0.25/sh)     -       -       30,000,000       3,000       7,497,000       -       -       -       -       7,500,000  
                                                                                 
Return of common stock issued for services ($1.05/sh)     -       -       (150,000 )     (15 )     15       -       -       -       -       -  
                                                                                 
Common stock issued for services ($1.24/Sh)     -       -       1,000,000       100       1,239,900       -       -       (1,097,315 )     -       142,685  
                                                                                 
Common stock issued for services ($1.70/sh)     -       -       100,000       10       169,990       -       -       (152,534 )     -       17,466  
                                                                                 
Cancellation of shares held in escrow ($1.93/sh)     -       -       (1,000,000 )     (100 )     (1,929,900 )     -       -       487,802       -       (1,442,198 )
                                                                                 
Warrants issued for services     -       -       -       -       10,559       -       -       -       -       10,559  
                                                                                 
Blue sky fees     -       -       -       -       (400 )     -       -       -       -       (400 )
                                                                                 
Stock and financing offering costs     -       -       -       -       (8,000 )                             -       (8,000 )
                                                                                 
In kind contribution of rent - related party     -       -       -       -       9,450       -       -       -       -       9,450  
                                                                                 
Deferred compensation realized     -       -       -       -       -       -       -       6,546,046       -       6,546,046  
                                                                                 
Net loss for the year ended December 31, 2010     -       -       -       -       -       (6,312,965 )     -       -       -       (6,312,965 )
                                                                                 
Balance, December 31, 2010     -       -       221,055,221       22,106       17,509,682       (8,868,337 )     -       (1,803,285 )     -       6,860,166  
                                                                                 
Common stock issued in exchange for assets ($0.10/sh)     -       -       3,000,000       300       299,700       -       -       -       -       300,000  
                                                                                 
Common stock issued for services ($0.07/sh)     -       -       2,000,000       200       139,800       -       -       -       -       140,000  
                                                                                 
Common stock issued for services ($0.08/sh)     -       -       1,006,500       100       80,420       -       -       -       -       80,520  
                                                                                 
Common stock issued for services ($0.10/sh)     -       -       3,066,462       307       306,339       -       -       -       -       306,646  
                                                                                 
Common stock issued for services ($0.11/sh)     -       -       500,000       50       54,950       -       -       -       -       55,000  
                                                                                 
Common stock issued for services ($0.22/sh)     -       -       15,403       2       3,386       -       -       -       -       3,388  
                                                                                 
Common stock issued for services ($0.23/sh)     -       -       100,000       10       22,990       -       -       -       -       23,000  
                                                                                 
Common stock issued for services ($0.25/sh)     -       -       702,860       70       175,645       -       -       -       -       175,715  
                                                                                 
Common stock issued for services ($0.33/sh)     -       -       100,000       10       32,990       -       -       -       -       33,000  
                                                                                 
Common stock issued for services ($0.35/sh)     -       -       2,443       -       855       -       -       -       -       855  
                                                                                 
Common stock issued for services ($0.39/sh)     -       -       101,500       10       39,575       -       -       -       -       39,585  
                                                                                 
Common stock issued for services ($0.47/sh)     -       -       123,795       12       58,172       -       -       -       -       58,184  
                                                                                 
Common stock issued for services ($0.50/sh)     -       -       100,000       10       49,990       -       -       -       -       50,000  
                                                                                 
Common stock issued for services ($0.54/sh)     -       -       200,000       20       107,980       -       -       -       -       108,000  
                                                                                 
Common stock issued for services ($0.70/sh)     -       -       100,000       10       69,990       -       -       -       -       70,000  
                                                                                 
Common stock issued for services ($0.88/sh)     -       -       100,000       10       87,990       -       -       -       -       88,000  
                                                                                 
Convertible debt conversion into common stock ($0.0295/sh)     -       -       271,186       27       7,973       -       -       -       -       8,000  
                                                                                 
Convertible debt conversion into common stock ($0.0315/sh)     -       -       587,382       59       18,444       -       -       -       -       18,503  
                                                                                 
Convertible debt conversion into common stock ($0.032/sh)     -       -       109,375       11       3,489       -       -       -       -       3,500  
                                                                                 
Convertible debt conversion into common stock ($0.0336/sh)     -       -       357,143       36       11,964       -       -       -       -       12,000  
                                                                                 
Convertible debt conversion into common stock ($0.0454/sh)     -       -       220,264       22       9,978       -       -       -       -       10,000  
                                                                                 
Convertible debt conversion into common stock ($0.1339/sh)     -       -       116,505       12       15,588       -       -       -       -       15,600  
                                                                                 
Convertible debt conversion into common stock ($0.1455/sh)     -       -       96,220       9       13,991       -       -       -       -       14,000  
                                                                                 
Convertible debt conversion into common stock ($0.1554/sh)     -       -       77,220       8       11,992       -       -       -       -       12,000  
                                                                                 
Accrued salary conversion into common stock ($0.11/sh)     -       -       1,309,091       131       143,869       -       -       -       -       144,000  
                                                                                 
Line of credit conversion into common stock ($0.11/sh)     -       -       909,091       91       99,909       -       -       -       -       100,000  
                                                                                 
Common stock issued for cash ($0.10/sh)     -       -       18,857,000       1,886       1,883,814       -       -       -       -       1,885,700  
                                                                                 
Warrants issued for services     -       -       -       -       248,498       -       -       -       -       248,498  
                                                                                 
Stock offering costs     -       -       -       -       (79,780 )     -       -       -       -       (79,780 )
                                                                                 
Amortization of stock options     -       -       -       -       1,199,794       -       -       -       -       1,199,794  
                                                                                 
Deferred compensation realized     -       -       -       -       -       -       -       1,803,285       -       1,803,285  
                                                                                 
Net loss for the year ended December 31, 2011     -       -       -       -       -       (5,491,647 )     -       -       -       (5,491,647 )
                                                                                 
Balance, December 31, 2011     -       -       255,184,661       25,519       22,629,977       (14,359,984 )     -       -       -       8,295,512  
                                                                                 
Common stock issued in exchange for assets ($0.404/sh)     -       -       24,752,475       2,475       9,997,525       -       -       -       -       10,000,000  
                                                                                 
Common stock issued for services ($0.62/sh)     -       -       733       -       454       -       -       -       -       454  
                                                                                 
Common stock issued for services ($0.21/sh)     -       -       150,000       15       31,485       -       -       -       -       31,500  
                                                                                 
Common stock issued for services ($0.25/sh)     -       -       250,000       25       62,475       -       -       -       -       62,500  
                                                                                 
Common stock issued for services ($0.30/sh)     -       -       850,000       85       254,915       -       -       (125,000 )     -       130,000  
                                                                                 
Common stock issued for services ($0.32/sh)     -       -       3,000,000       300       959,700       -       -       (480,000 )     -       480,000  
                                                                                 
Convertible debt conversion into common stock ($0.17032/sh)     -       -       146,780       15       24,985       -       -       -       -       25,000  
                                                                                 
Convertible debt conversion into common stock ($0.1764/sh)     -       -       150,000       15       26,445       -       -       -       -       26,460  
                                                                                 
Convertible debt conversion into common stock ($0.18013/sh)     -       -       277,572       28       49,972       -       -       -       -       50,000  
                                                                                 
Convertible debt conversion into common stock ($0.18128/sh)     -       -       113,805       11       20,489       -       -       -       -       20,500  
                                                                                 
Convertible debt conversion into common stock ($0.18619/sh)     -       -       917,031       92       170,649       -       -       -       -       170,741  
                                                                                 
Convertible debt conversion into common stock ($0.19159/sh)     -       -       180,000       18       34,468       -       -       -       -       34,486  
                                                                                 
Convertible debt conversion into common stock ($0.19670/sh)     -       -       101,678       10       19,990       -       -       -       -       20,000  
                                                                                 
Convertible debt conversion into common stock ($0.1995/sh)     -       -       200,501       20       39,980       -       -       -       -       40,000  
                                                                                 
Convertible debt conversion into common stock ($0.2394/sh)     -       -       48,454       5       11,595       -       -       -       -       11,600  
                                                                                 
Convertible debt conversion into common stock ($0.2513/sh)     -       -       198,965       20       49,980       -       -       -       -       50,000  
                                                                                 
Convertible debt conversion into common stock ($0.27067/sh)     -       -       92,365       9       24,991       -       -       -       -       25,000  
                                                                                 
Convertible debt conversion into common stock ($0.2741/sh)     -       -       91,208       9       24,991       -       -       -       -       25,000  
                                                                                 
Convertible debt conversion into common stock ($0.2763/sh)     -       -       72,385       7       19,993       -       -       -       -       20,000  
                                                                                 
Convertible debt conversion into common stock ($0.322/sh)     -       -       528,035       53       169,974       -       -       -       -       170,027  
                                                                                 
Common stock issued for financing costs ($0.34/sh)     -       -       60,000       6       20,394       -       -       -       -       20,400  
                                                                                 
Reclassification of derivative liability associated with convertible debt     -       -       -       -       549,547       -       -       -       -       549,547  
                                                                                 
Warrants issued for services     -       -       -       -       48,031       -       -       -       -       48,031  
                                                                                 
Net loss for the year ended December 31, 2012     -       -       -       -       -       (4,108,182 )     -       -       -       (4,108,182 )
                                                                                 
Balance, December 31, 2012     -       -       287,366,648       28,737       35,243,005       (18,468,166 )     -       (605,000 )     -       16,198,576  
                                                                                 
Convertible debt and accrued interest conversion into common stock                     19,146,156       1,915       2,734,461       -       -       -       -       2,736,376  
                                                                                 
Shares issued as a finders fee     -       -       94,964       9       20,545       -       -       -       -       20,554  
                                                                                 
Exercise of stock warrants     -       -       540,901       54       43,026       -       -       -       -       43,080  
                                                                                 
Common stock issued for services ($0.19 - $0.37/sh)                     6,145,029       615       1,512,698       -       -       (60,000 )     -       1,453,313  
                                                                                 
Return of shares     -       -       (750,000 )     (75 )     75       -       -       -       -       -  
                                                                                 
Reclassification of derivative liability associated with convertible debt     -       -       -       -       2,162,726       -       -       -       -       2,162,726  
                                                                                 
Warrants issued for services     -       -       -       -       84,028       -       -       -       -       84,028  
                                                                                 
Stock options issued for services     -       -       -       -       115,288       -       -       -       -       115,288  
                                                                                 
Deffered compensation realized     -       -       -       -       -       -       -       615,000       -       615,000  
                                                                                 
Repurchased shares     -       -       (3,000,000 )     -       -       -       -       -       (520,000 )     (520,000 )
                                                                                 
Net loss for the years ended December 31, 2013     -       -       -       -       -       (8,804,887 )     -       -       -       (8,804,887 )
                                                                                 
Balance December 31, 2013     -       -       309,543,698       31,255       41,915,852       (27,273,053 )     -       (50,000 )     (520,000 )     14,104,054  
                                                                                 
Convertible debt, accrued interest and penalty conversion into common stock     -       -       25,557,925       2,556       1,908,119       -       -       -       -       1,910,675  
                                                                                 
Common stock issued for services ($0.09 - $0.26/sh)     -       -       2,850,000       285       662,495       -       -       -       -       662,780  
                                                                                 
Return of shares     -       -       (4,250,000 )     (425 )             -       -       -       425       -  
                                                                                 
Reclassification of derivative liability associated with convertible debt     -       -       -       -       1,270,941       -       -       -       -       1,270,941  
                                                                                 
Deffered compensation realized     -       -       -       -       -       -       -       37,500       -       37,500  
                                                                                 
Loss on debt extinguishment     -       -       -       -       18,596       -       -       -       -       18,596  
                                                                                 
Common stock issued in exchange for assets ($0.10 - $0.12/sh)     -       -       15,000,000       1,500       1,512,500       -       -       -       -       1,514,000  
                                                                                 
Net loss for the six months ended June 30, 2014     -       -       -       -       -       (4,144,743 )     -       -       -       (4,144,743 )
                                                                                 
Balance June 30, 2014     -     $ -       348,701,623     $ 35,171     $ 47,288,503     $ (31,417,796 )   $ -     $ (12,500 )   $ (519,575 )   $ 15,373,803  

 

See accompanying notes to condensed unaudited financial statements.

 

3
 

  

Max Sound Corporation

(A Development Stage Company)

Condensed Statements of Cash Flows

(UNAUDITED)

 

    For the Six Months Ended     For the Period From December 9, 2005 (Inception) to  
   

June 30,

2014

    

June 30,

2013

    

June 30,

2014

  
                   
Cash Flows From Operating Activities:                        
Net Loss   $ (4,144,743 )   $ (4,646,155 )   $ (31,281,341 )
Adjustments to reconcile net loss to net cash used in operations                        
Depreciation/Amortization     53,449       40,756       255,240  
Depreciation for abandonment of website     -       -       57,063  
In kind contribution of rent - related party     -       -       24,963  
Stock and stock options issued for services     662,780       1,115,538       4,965,446  
Stock issued for debt financing costs     -       -       20,400  
Warrants issued for services     -       84,028       1,214,193  
Loss on debt conversion settled through the issuance of stock     90,483       46,093       136,576  
Trademark Impairment     -       275       -  
Amortization of stock options     -       -       1,199,794  
Amortization of intangible     482,779       -       826,677  
Bluesky Fees     -       -       (1,750 )
Amortization of stock based compensation     37,500       517,500       8,178,966  
Amortization of original issue discount     104,870       28,382       253,806  
Security deposit     -       -       (413 )
Amortization of debt offering costs     57,036       93,273       394,147  
Amortization of debt discount     1,453,425       1,038,097       4,898,680  
Change in fair value of derivative liability     (690,323 )     (236,026 )     (1,671,588 )
Loss on debt extinguishment     18,596       -       18,596  
Derivative Expense     47,506       95,877       691,313  
Warrants issued for services treated as derivative liabilities     -       -       43,809  
Gain on sale of intellectual property     -       -       (220,000 )
Changes in operating assets and liabilities:                        
(Increase)/Decrease in prepaid expenses     47,739       1,326       138,020  
Increase/(Decrease) in inventory     -       (30,245 )     (29,275 )
Increase/(Decrease) accounts payable     166,173       11,126       372,630  
Increase/(Decrease) in accrued expenses     196,148       62,109       852,665  
Net Cash Used In Operating Activities     (1,416,582 )     (1,778,046 )     (8,661,383 )
                         
Cash Flows From Investing Activities:                        
Register of trademark     -       -       (275 )
Cash received in connection with shares issued for assets and intellectual property     -       7,736       70,895  
Cash paid in connection with acquisition of assets and intellectual property     (550,000 )     -       (550,000 )
Purchase of property equipment     (14,979 )     (6,667 )     (411,769 )
Net Cash Provided by (Used In) Investing Activities     (564,979 )     1,069       (891,149 )
                         
Cash Flows From Financing Activities:                        
Proceeds from stockholder loans / lines of credit     142,000       -       1,080,583  
Repayment of convertible note     (28,340 )             (28,340 )
Repayment of stockholder loans / lines of credit     -       -       (698,583 )
Accrued expenses payment made by a former shareholder     -       -       4,400  
Proceeds from issuance of convertible note, less offering costs paid     1,755,000       1,882,500       6,967,599  
Proceeds from warrants exercised     -       43,080       43,080  
Proceeds from issuance of stock, net of subscriptions receivable and net of offering costs     -       -       1,772,920  
Proceeds from collection of stock subscription receivable     -       -       464,750  
Net Cash Provided by Financing Activities     1,868,660       1,925,580       9,606,409  
                         
Net Increase / (Decrease) in Cash     (112,901 )     148,603       53,877  
                         
Cash at Beginning of Period     166,778       135,298       -  
                         
Cash at End of Period   $ 53,877     $ 283,901     $ 53,877  
                         
Supplemental disclosure of cash flow information:                        
                         
Cash paid for interest   $ -     $ -     $ -  
Cash paid for taxes   $ -     $ -     $ -  
                         
Supplemental disclosure of non-cash investing and financing activities:                        
Shares issued in connection with assets and intellectual property   $ 1,514,000     $ -     $ 19,314,000  
Shares issued in conversion of related party accrued compensation   $ -     $ -     $ 427,652  
Shares issued in conversion of related party line of credit   $ -     $ -     $ 100,000  
Shares issued in conversion of convertible debt and accrued interest   $ 1,819,172     $ 1,090,817     $ 5,286,504  
Shares issued in connection with stock dividend   $ -     $ -     $ 136,713  
Shares issued for accrued interest   $ 1,020     $ -     $ 6,388  
Reclassification of derivative liability to additional paid in capital   $ 1,270,941     $ 823,950     $ 3,983,214  
Reclassification of accounts payable to convertible note   $ 43,540     $ -     $ 43,540  
Stock sold for subscription   $ -     $ -     $ 464,750  
Stock issued for future services (Deferred Compensation)   $ -     $ -     $ 10,834,011  
Shares issued for direct offering costs   $ -     $ 20,554     $ 20,554  
Accrued interest reclassified to principal   $ (146,537 )   $ -     $ (259,923 )
Shares purchased in connection with sale of intellectual property   $ -     $ -     $ (300,000 )
Return of shares related to cancelled contract   $ 425     $ -     $ 425  
Debt discount recorded on convertible and unsecured debt accounted for as a derivative liability   $ 1,669,469     $ 1,867,467     $ 6,561,161  

 

During the year ended December 31, 2012 the Company issued 24,752,475 shares of common stock to Liquid Spins, Inc in exchange for assets and intellectual property with a value of $10,000,000.

 

See accompanying notes to condensed unaudited financial statements.

 

4
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

NOTE 1           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

 

(A) Organization and Basis of Presentation

 

Max Sound Corporation (the "Company") was incorporated in Delaware on December 9, 2005, under the name 43010, Inc. The Company is currently in the development stage, and on or around February 2011, the Company changed its business operations to focus primarily on developing and launching audio technology software.

 

Prior to February 2011, the Company's business operations were focused on creating search technologies within an online networking platform.

 

Activities during the development stage include developing the online networking platform, launching our audio technology, and raising capital.

 

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

 

It is management's opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

 

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

 

(B) Use of Estimates

 

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.

 

(C) Cash and Cash Equivalents

 

For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of June 30, 2014 and December 31, 2013, the Company had no cash equivalents.

 

(D) Property and Equipment

 

Property and equipment are stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is provided using the straight-line method over the estimated useful life of three to five years.

 

(E) Research and Development

 

The Company has adopted the provisions of FASB Accounting Standards Codification No. 350, Intangibles – Goodwill & Other. Costs incurred in the planning stage of a website are expensed as research and development while costs incurred in the development stage are capitalized and amortized over the life of the asset, estimated to be three years. Expenses subsequent to the launch have been expensed as website development expenses.

 

(F) Concentration of Credit Risk

The Company at times has cash in banks in excess of FDIC insurance limits. The Company had $0 in excess of FDIC insurance limits as of June 30, 2014 and December 31, 2013.

 

5
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

(G) Revenue Recognition

 

The Company recognized revenue on arrangements in accordance with FASB Codification Topic 605, “Revenue Recognition” (“ASC Topic 605”). Under ASC Topic 605, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. We had revenues of $152 and $1,388 for the three and six months ended June 30, 2014 and revenues of $732 and $1,720 for the three and six months ended June 30, 2013, respectively.

 

(H) Advertising Costs

 

Advertising costs are expensed as incurred and include the costs of public relations activities. These costs are included in consulting and general and administrative expenses and totaled $0 and $2,000 for the three and six months ended June 30, 2014 and advertising costs of $16,944 and $20,797 for the three and six months ended June 30, 2013, respectively.

 

(I) Identifiable Intangible Assets

 

As of June 30, 2014 and December 31, 2013, $7,500,275 of costs related to registering a trademark and acquiring technology rights have been capitalized. It has been determined that the trademark and technology rights have an indefinite useful life and are not subject to amortization. However, the trademark and technology rights will be reviewed for impairment annually or more frequently if impairment indicators arise.

 

On November 15, 2012, the Company acquired the rights to assets and audio technology known as Liquid Spins, Inc. through a share exchange, whereby the Company issued 24,752,475 shares of common stock for their rights in Liquid Spins technology (See Note 8 (H)). As of June 30, 2014 and December 31, 2013, $8,820,900 and $9,303,679, respectively, of costs related to this intangible remain capitalized. The technology was placed in service on August 23, 2013 with a useful life of 10 years. However, the technology will be reviewed for impairment annually or more frequently if impairment indicators arise.

 

On May 19, 2014, the Company entered into an agreement to acquire the rights to intellectual property titled “Optimized Data Transmission System and Method” (“ODT”) through a cash payment of $500,000 in addition to a share issuance, whereby the Company issued 10,000,000 shares of common stock, valued at $1,000,000 ($0.10/share). In exchange, the Company received a perpetual, exclusive, worldwide license to the ODT technology for all fields of use. In addition, the Company issued 1,000,000 shares of common stock, valued at $120,000 ($0.12/share), as compensation for the introduction and identification of a seller based on the agreement dated April 10, 2014.

 

As of June 30, 2014, $1,620,000 of costs related to the “ODT” intangible asset remains capitalized. The technology will be reviewed for impairment annually or more frequently if impairment indicators arise. In connection with this agreement, the Company is obligated to make an additional five (5) payments totaling $1,000,000 to be made every 30 days, with the thirty (30) day periods to be waived if fund raising occurs on an anticipated faster time line. The payments of additional cash are contingent on the following funding criteria:

 

  ● The Company shall pay set increments of cash based on a percentage of gross funds received through funds raised.
  ● The Company shall pay 20% of such monies as soon as they are received.

 

The Company shall act as the exclusive agent to facilitate and negotiate any opportunities on behalf of ODT to Companies, Organizations and other qualified entities. Upon any closing, ODT shall receive 50% of gross dollars and the Company shall receive the other 50% at the time of a completion of any transaction opportunity, including legal settlements after subtracting applicable contingent legal fees. The term of the agreement is for the life of the acquired intellectual property.

 

On May 22, 2014, the Company entered into a five (5) year agreement to acquire the rights to intellectual property titled “Engineered Architecture” (“EA Technology”) through a cash payment of $50,000 in addition to a share issuance, whereby the Company issued 4,000,000 shares of common stock, valued at $394,000 ($0.0985/share). In exchange, the Company received for the term of the agreement, the exclusive worldwide right to use the EA Technology. As of June 30, 2014, $444,000 of costs related to this intangible remains capitalized. The technology will be reviewed for impairment annually or more frequently if impairment indicators arise. In connection with this agreement, the Company is obligated to make an additional five (5) payments totaling $500,000 to be made every 30 days, with the thirty (30) day periods to be waived if fund raising occurs on an anticipated faster time line. The payments of additional cash are contingent on the following funding criteria:

 

  ● The Company shall pay set increments of cash based on a percentage of gross funds received through funds raised.
  ● The Company shall pay 10% of such monies as soon as they are received.

 

6
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

The Company shall act as the exclusive agent to facilitate and negotiate any opportunities on behalf of EA Technology to Companies, Organizations and other qualified entities. Upon any closing, EA shall receive 50% of gross dollars and the Company shall receive the other 50% at the time of a completion of any transaction opportunity, including legal settlements after subtracting applicable contingent legal fees. In the event the Company sublicenses EA to other entities, profits shall be split 50/50.

 

(J) Impairment of Long-Lived Assets

 

The Company 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 eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. No impairments were recorded for the six months ended June 30, 2014 and 2013, respectively.

 

(K) Loss Per Share

 

In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” Basic earnings 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. Diluted EPS gives 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.

 

The computation of basic and diluted loss per share for the six months ended June 30, 2014 and 2013, excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive:

 

    June 30,
2014		   June 30,
2013		 
          
Stock Warrants (Exercise price - $0.10 - $.52/share)    3,635,000    3,335,000 
Stock Options (Exercise price - $0.12 - $.50/share)    12,700,000    12,700,000 
Convertible Debt  (Exercise price - $0.0572 - $.07/share)    39,755,250    17,074,937 
             
 Total    56,090,250    33,109,937 

 

(L) Income Taxes

 

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”) Income Taxes. Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

(M) Business Segments

 

The Company operates in one segment and therefore segment information is not presented.

 

7
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED) 

 

(N) Recent Accounting Pronouncements

 

On June 10, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation ("ASUE 2014-10"). The guidance is intended to reduce the overall cost and complexity associated with financial reporting for development stage entities without reducing the availability of relevant information. The Board also believes the changes will simplify the consolidation accounting guidance by removing the differential accounting requirements for development stage entities. As a result of these changes, there no longer will be any accounting or reporting differences in GAAP between development stage entities and other operating entities. For organizations defined as public business entities the presentation and disclosure requirements in Topic 915 will no longer be required starting with the first annual period beginning after December 15, 2014, including interim periods therein. Early application is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). The Company is currently evaluating the impact of the adoption of ASU 2010-14 on its financial statements.

 

(O) Fair Value of Financial Instruments

 

The carrying amounts on the Company’s financial instruments including prepaid expenses, accounts payable, accrued expenses, derivative liability, convertible note payable, and loan payable-related party, approximate fair value due to the relatively short period to maturity for these instruments.

 

(P) Stock-Based Compensation

 

In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation – Stock Compensation. Under FASB Accounting Standards Codification No. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively.

 

Equity instruments (“instruments”) issued to other than employees are recorded 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.

 

(Q) Reclassification

 

Certain amounts from prior periods have been reclassified to conform to the current period presentation. These reclassifications had no impact on the Company's net loss or cash flows.

 

(R) Derivative Financial Instruments

 

Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

 

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. 

 

(S) Original Issue Discount

 

For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt.

 

(T) Debt Issue Costs and Debt Discount

 

The Company may pay debt issue costs, and record debt discounts in connection with raising funds through the issuance of convertible debt. These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

 

8
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

(U) Licensing & Distribution

 

On May 28, 2014, the Company entered into a license agreement with Akyumen Technologies Corp. (“Akyumen”), an original equipment manufacturer of mobile devices, for the non-exclusive, non-transferable, indivisible worldwide license rights to the use of Company’s API technology in Akyumen’s mobile devices.  The license is for five years and is renewable, with the Company’s approval, at Akyumen’s request.

 

As consideration for the above-referenced license rights, Akyumen agreed to pay the Company royalties of $2.50 per Akyumen device that utilizes the API technology, to be payable on a monthly basis within 15 days after the close of the calendar month.  Akyumen also agreed to pay, within three months of first sale, 50% of non-recurring engineering costs to port the Technology onto the operating systems of the Akyumen devices, inclusive of any local fees, taxes, or other charges.

 

On June 16, 2014, MAXD entered into a license and revenue share agreement with LOOKHU, an online subscription service that delivers movies, music, television shows, apps and games. The agreement grants LOOKHU non-exclusive, non-transferable, indivisible worldwide license rights to the distribution and use of the Company’s Application Programming Interface (“API”) audio processor technology. The license is for five years and is renewable, with the Company’s approval, at LOOKHU’s request.

 

As consideration for the above-referenced license rights, LOOKHU agreed to pay the Company royalties of $2.25 per month per paid subscription to the technology, to be payable on a monthly basis.  Additionally, LOOKHU agreed to pay the Company 4% of the net advertising revenue derived from advertising that utilizes the technology, to be payable on a quarterly basis.

 

Additionally, for the term of the agreement, the parties agreed to split, on a 50/50 basis, net revenue derived from sales of digital music or songs played from a LOOKHU software player, to be payable on a monthly basis.

 

NOTE 2           GOING CONCERN 

 

As reflected in the accompanying financial statements, the Company is in the development stage with minimal operations, has an accumulated deficit of $31,417,796 for the period from December 9, 2005 (inception) to June 30, 2014, and has negative cash flow from operations of $1,416,582.  As the Company continues to incur losses, transition to profitability is dependent upon the successful commercialization of its products and achieving a level of revenues adequate to support the Company’s cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional cash. Management intends to fund future operations through additional private or public debt or equity offerings. Based on the Company’s operating plan, existing working capital at June 30, 2014 was not sufficient to meet the cash requirements to fund planned operations through December 31, 2014 without additional sources of cash. 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           NOTE PAYABLE – PRINCIPAL STOCKHOLDER

 

During the year ended December 31, 2008, the Company received $18,803 from Greg Halpern, the Company's Chief Financial Officer and principal stockholder (referred to herein as the "principal stockholder"). Pursuant to the terms of the loan, the loan is bearing an annual interest rate of 3.25% and due on demand. In 2008, the Company repaid $15,000 in principal to the principal stockholder. In 2009, the Company repaid $3,803 in principal to the principal stockholder. As of December 31, 2010, the principal portion of this principal stockholder loan balance has been repaid (See Note 10).

 

On May 11, 2009, the Company received $9,500 from the principal stockholder. During the year ended December 31, 2009, the Company repaid $1,500 in principal to the principal stockholder. Pursuant to the terms of the loan, the loan is bearing an annual interest rate of 3.25% and is due on demand (See Note 10).

 

On May 22, 2009, the Company received $15,000 from the principal stockholder. During the year ended December 31, 2010, the Company repaid $6,000 in principal to the principal stockholder under the terms of the loan. Pursuant to the terms of the loan, the loan is bearing an annual interest rate of 3.25% and is due on demand (See Note 10).

 

On May 26, 2009, the Company received $16,700 from the principal stockholder. During the year ended December 31, 2010, the Company repaid $15,700 in principal to the principal stockholder under the term of this loan. Pursuant to the terms of the loan, the loan is bearing an annual interest rate of 3.25% and is due on demand (See Note 10).

 

During the year ended December 31, 2011, the Company repaid $18,000 in principal and $2,116 of accrued interest to the principal stockholder related to these principal stockholder loans (See Note 10).

 

On July 30, 2013, the Company received $28,000 from the principal stockholder which was repaid on August 13, 2013 (See Note 10).

 

As of June 30, 2014, the note payable balance including accrued interest totaled $0.

 

NOTE 4           LINE OF CREDIT – PRINCIPAL STOCKHOLDER

 

On May 28, 2009, the Company entered into a two year line of credit agreement with the principal stockholder in the amount of $100,000. The line of credit carries an interest rate of 3.25%. As of December 31, 2011, the principal stockholder has advanced the Company $100,000 under the terms of this line of credit agreement (See Note 10). 

 

9
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

On November 10, 2009, the Company entered into a two year line of credit agreement with the principal stockholder in the amount of $100,000. The line of credit carries an interest rate of 3.25%. As of December 31, 2011, the principal stockholder has advanced $100,000 to the Company under the terms of this line of credit agreement (See Note 10).

 

On March 25, 2010, the Company entered into a two year line of credit agreement with the principal stockholder in the amount of $500,000. The line of credit carries an interest rate of 3.25%. On February 17, 2011, the principal stockholder converted $100,000 of the line of credit owed into 909,091 shares of common stock at $0.11 per share. As of December 31, 2011, the principal stockholder has advanced $360,580 to the Company under the terms of this line of credit agreement. (See Note 8(G) and Note 10).

 

As of December 31, 2011, the Company repaid $460,580 in principal and $11,283 of accrued interest to the principal stockholder related to these lines of credit (See Note 10).

 

During the year ended December 31, 2013, the Company received $290,000 from the principal stockholder, and the Company repaid $150,213 in principal and accrued interest to the principal stockholder under the term of a line of credit agreement dated September 26, 2013. Pursuant to the terms of the loan, the loan is bearing an annual interest rate of 4% and is due on or before September 26, 2015. During the six months ended June 30, 2014, the principal stockholder loaned an additional $142,000. As of June 30, 2014, the line of credit balance including accrued interest totaled $286,652 (See Note 10).

 

NOTE 5           PROPERTY AND EQUIPMENT

 

At June 30, 2014, and December 31, 2013, respectively, property and equipment is as follows:

 

   June 30,
2014		  December 31,
2013
       
Website Development  $294,795   $294,795 
Furniture and Equipment   99,881    99,881 
Leasehold Improvements   6,573    6,573 
Software   53,897    53,897 
Music Equipment   2,247    -   
Office Equipment   69,629    56,897 
Domain Name   1,500    1,500 
Sign   628    628 
Total   529,150    514,171 
Less: accumulated depreciation and amortization   (312,303)   (258,854)
Property & Equipment, Net  $216,847   $255,317 

   

Depreciation/amortization expense for the three and six months ended June 30, 2014 totaled $26,985 and $53,449, respectively.

 

Depreciation/amortization expense for the three and six months ended June 30, 2013 totaled $20,543 and $40,756, respectively.

 

NOTE 6           CONVERTIBLE DEBT – DERIVATIVE LIABILITIES

 

On July 6, 2010, the Company entered into an agreement whereby the Company will issue up to $50,000 in a convertible note. The note matured on March 30, 2011, and bears an interest rate of 8%. Any unpaid amount as of the maturity date bears an interest rate of 22%. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock. The conversion price equals the "Variable Conversion Price", which is 59% of the "Market Price", which is the average of the lowest six trading prices for the Common Stock during the ten (10) trading day period prior to the conversion. In July of 2010, the Company received $50,000 proceeds less the $3,000 finder’s fee pursuant to the terms of this convertible note. As of December 31, 2012 the convertible note balance and accrued interest is $0.

 

10
 

 

 MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

On February 17, 2011, the Company entered into an agreement whereby the Company will issue up to $40,000 in a convertible note. The note matures on November 17, 2011, and bears an interest rate of 8%. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock. The conversion price equals the "Variable Conversion Price", which is 59% of the "Market Price", which is the average of the lowest six (6) trading prices for the Common Stock during the ten trading day period prior to the conversion. In February of 2011, the Company received $40,000 proceeds less the $2,500 finder’s fee pursuant to the terms of this convertible note. As of December 31, 2012 the convertible note balance and accrued interest is $0.

 

On March 8, 2012, the Company entered into an agreement whereby the Company will issue up to $166,667 in a convertible note. The note matures on March 9, 2013 and bears an interest rate of 4%. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average of the lowest ten (10) trading prices for the common stock during the ten trading day period prior to the conversion. The Company received $150,000 proceeds, less the $16,667 finder’s fee pursuant to the terms of this convertible note, on March 14, 2012. As of December 31, 2012 the convertible note balance and accrued interest is $0.

 

On March 14, 2012, the Company entered into an agreement whereby the Company will issue up to $102,500 in a convertible note. The note matures on December 19, 2012 and bears an interest rate of 8%. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the ten trading day period prior to the conversion. The Company received $102,500 proceeds, less the $2,500 finder’s fee pursuant to the terms of this convertible note, on March 20, 2012. As of December 31, 2012 the convertible note balance and accrued interest is $0.

 

On April 4, 2012, the Company entered into an agreement whereby the Company will issue up to $166,000 in a convertible note. The note matures on December 28, 2012 and bears an interest rate of 8%. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the ten trading day period prior to the conversion. The Company received $138,000 proceeds, less the $28,000 finder’s fee pursuant to the terms of this convertible note, on April 4, 2012. As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $10,500, respectively.

 

On April 25, 2012, the Company entered into an agreement whereby the Company will issue up to $166,667 in a convertible note. The note matures on April 25, 2013 and bears an interest rate of 4%. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average trading prices for the common stock during the ten trading day period prior to the conversion. The Company received $150,000 proceeds, less the $16,667 finder’s fee pursuant to the terms of this convertible note, on April 25, 2012. As of December 31, 2012 the convertible note balance and accrued interest is $0.

 

On May 8, 2012, the Company entered into an agreement whereby the Company will issue up to $333,000 in a convertible note subject to a $33,000 original issue discount (OID). On October 31, 2012 the Company entered into a new agreement whereby up to $833,000 in convertible note will be issued. The note matures on May 8, 2013, and bears an interest rate of 0% if note is repaid on or before 90 days from the effective date. If the note is not repaid within 90 days, a one-time interest charge of 5% will be applied to the principal. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The conversion price equals the “Variable Conversion Price”, which is 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. The Company received $92,000 proceeds, less the $8,000 finder’s fee and $11,000 OID pursuant to the terms of this convertible note, on May 9, 2012. As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $53,402, respectively.

 

On June 22, 2012, the Company entered into an agreement whereby the Company will issue up to $62,500 in a convertible note. The note matures on March 27, 2013 and bears an interest rate of 8%. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the ten trading day period prior to the conversion. The Company received $60,000 proceeds, less the $2,500 finder’s fee pursuant to the terms of this convertible note, on April 25, 2012. As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $40,156, respectively.

 

11
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

On July 16, 2012, the Company entered into an agreement whereby the Company will issue up to $58,333 in a convertible note. The note matures on January 15, 2013 and bears an interest rate of 10%. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the low traded price of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $50,000 proceeds, less the $8,333 finder’s fee pursuant to the terms of this convertible note, on July 16, 2012. As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $61,054, respectively.

 

On July 30, 2012, the Company entered into an agreement whereby the Company will issue up to $111,000 in a convertible note.    The note matures on April 30, 2013 and bears an interest rate of 8%.    The conversion price equals the “Variable Conversion Price”, which is 70% 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    The Company received $100,000 proceeds, less the $11,000 finder’s fee pursuant to the terms of this convertible note, on July 30, 2012.    As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $114,775, respectively.

 

On August 3, 2012, the Company entered into an agreement whereby the Company will issue up to $82,500 in a convertible note.    The note matures on August 3, 2013 and bears an interest rate of 4%.    The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is lower of the average closing bid price for the common stock during the ten trading day period. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    The Company received $75,000 proceeds, less the $7,500 finder’s fee pursuant to the terms of this convertible note, on August 3, 2012.    As of December 31, 2013 and December 31, 2012 the convertible note balance and accrued interest is $0 and $84,695, respectively.

 

On August 15, 2012, the Company will issue up to $50,000 in a convertible note subject to a $4,000 original issue discount (OID) related to the agreement entered into on May 8, 2012 and updated on October 31, 2012. The note matures on August 15, 2013, and bears an interest rate of 0% if note is repaid on or before 180 days from the effective date. If the note is not repaid within 90 days a one-time interest charge of 5% will be applied to the principal. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The conversion price equals the “Variable Conversion Price”, which is 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. The Company received $50,000 proceeds, less the $4,000 finder’s fee pursuant to the terms of this convertible note, on August 15, 2012. As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $55,943, respectively.

 

On September 10, 2012, the Company entered into an agreement whereby the Company will issue up to $83,333 in a convertible note. The note matures on September 10, 2013 and bears an interest rate of 4%. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is lower of the average closing bid price for the common stock during the ten trading day period. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $75,000 proceeds, less the $8,333 finder’s fee pursuant to the terms of this convertible note, on September 10, 2012. As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $84,354, respectively.

 

On September 26, 2012, the Company entered into an agreement whereby the Company will issue up to $166,000 in a convertible note. The note matures on June 26, 2013 and bears an interest rate of 8%. The conversion price equals the “Variable Conversion Price”, which is 70% 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $150,000 proceeds, less the $16,000 finder’s fee pursuant to the terms of this convertible note, on September 10, 2012. As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $169,491, respectively.

 

On October 9, 2012, the Company entered into an agreement whereby the Company will issue up to $62,500 in a convertible note. The note matures on July 11, 2013 and bears an interest rate of 8%. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the ten trading day period prior to the conversion. The Company received $60,000 proceeds, less the $2,500 finder’s fee pursuant to the terms of this convertible note, on October 9, 2012. As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $63,642, respectively.

 

12
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

On November 1, 2012, the Company will issue up to $165,000 in a convertible note subject to a $15,000 original issue discount (OID) related to the agreement entered into on May 8, 2012 and updated on October 31, 2012. The note matures on November 1, 2013 and bears an interest rate of 0% if note is repaid on or before 180 days from the effective date. If the note is not repaid within 90 days a one-time interest charge of 5% will be applied to the principal. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The conversion price equals the “Variable Conversion Price”, which is 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. The Company received $50,000 proceeds, less the $4,000 finder’s fee pursuant to the terms of this convertible note, on August 15, 2012. As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $165,000, respectively.

 

On November 30, 2012, the Company entered into an agreement whereby the Company will issue up to $78,500 in a convertible note. The note matures on September 4, 2013 and bears an interest rate of 8%. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the ten trading day period prior to the conversion. The Company received $60,000 proceeds, less the $2,500 finder’s fee pursuant to the terms of this convertible note, on October 9, 2012. As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $79,023, respectively.

 

On November 29, 2012, the Company entered into an agreement whereby the Company will issue up to $166,000 in a convertible note.    The note matures on August 29, 2013 and bears an interest rate of 8%.    The conversion price equals the “Variable Conversion Price”, which is 70% 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    During 2012, the Company received $166,000 proceeds, less the $16,000 finder’s fee pursuant to the terms of this convertible note.    As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $167,143, respectively.

 

On January 25, 2013, the Company entered into an agreement whereby the Company will issue up to $100,000 in a convertible note.    The note matures on January 25, 2014 and bears an interest rate of 4%.    The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average the closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    The Company received $100,000 proceeds, less the $10,000 finder’s fee pursuant to the terms of this convertible note, on January 25, 2013.    As of December 31, 2013, the convertible note balance and accrued interest is $0.

 

On January 24, 2013, the Company entered into an agreement whereby the Company will issue up to $166,000 in a convertible note.    The note matures on October 24, 2013 and bears an interest rate of 8%.    The conversion price equals the “Variable Conversion Price”, which is 70% 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    The Company received $166,000 proceeds, less the $1,000 finder’s fee and an original issue discount of $15,000 pursuant to the terms of this convertible note, on January 24, 2013.    As of December 31, 2013, the convertible note balance and accrued interest is $0.

 

On February 1, 2013, the Company entered into an agreement whereby the Company will issue up to $83,333 in a convertible note. The note matures on February 1, 2014 and bears an interest rate of 4%. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average the closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $83,333 proceeds, less the $8,333 finder’s fee pursuant to the terms of this convertible note, on February 1, 2013. As of December 31, 2013, the convertible note balance and accrued interest is $0.

 

On February 6, 2013, the Company entered into an agreement whereby the Company will issue up to $25,000 in a convertible note. The note matures on February 6, 2014 and bears an interest rate of 10%. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $25,000 proceeds, on February 19, 2013. As of December 31, 2013, the convertible note balance and accrued interest is $0.

 

13
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

On February 25, 2013, the Company entered into an agreement whereby the Company will issue up to $62,500 in a convertible note. The note matures on November 27, 2013 and bears an interest rate of 8%. The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $62,500 proceeds less the $2,500 finder’s fee pursuant to the terms of this convertible note, on March 1, 2013. As of December 31, 2013, the convertible note balance and accrued interest is $0.

 

On February 27, 2013, the Company entered into an agreement whereby the Company will issue up to $100,000 in a convertible note. The note matures on February 27, 2014 and bears an interest rate of 4%. The conversion price equals the “Variable Conversion Price”, which is 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $100,000 proceeds, less the $8,000 finder’s fee pursuant to the terms of this convertible note, on February 27, 2013. As of December 31, 2013, the convertible note balance and accrued interest is $0.

 

On March 13, 2013, the Company entered into an agreement whereby the Company will issue up to $111,000 in a convertible note. The note matures on December 13, 2013 and bears an interest rate of 8%. The conversion price equals the “Variable Conversion Price”, which is 70% 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $111,000 proceeds, less the $9,000 finder’s fee and an original issue discount of $10,000 pursuant to the terms of this convertible note, on March 13, 2013. As of December 31, 2013, the convertible note balance and accrued interest is $0.

 

On March 14, 2013, the Company entered into an agreement whereby the Company will issue up to $55,500 in a convertible note. The note matures on December 14, 2013 and bears an interest rate of 8%. The conversion price equals the “Variable Conversion Price”, which is 70% 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $55,500 proceeds, less the $500 finder’s fee and an original issue discount of $5,000 pursuant to the terms of this convertible note, on March 18, 2013. As of December 31, 2013, the convertible note balance and accrued interest is $0.

 

On April 4, 2013, the Company entered into an agreement whereby the Company will issue up to $61,750 in a convertible note.    The note matures on January 8, 2014, and bears an interest rate of 8%.    The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    The Company received $61,750 proceeds less the $1,750 finder’s fee pursuant to the terms of this convertible note, on April 8, 2013.    As of December 31, 2013, the convertible note balance and accrued interest is $0.

 

On April 17, 2013, the Company entered into an agreement whereby the Company will issue up to $41,750 in a convertible note.    The note matures on January 22, 2014, and bears an interest rate of 8%.    The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    The Company received $41,750 proceeds less the 1,750 finder’s fee pursuant to the terms of this convertible note, on April 23, 2013.    As of December 31, 2013, the convertible note balance and accrued interest is $0.

 

On April 26, 2013, the Company entered into an agreement whereby the Company will issue up to $194,444 in a convertible note. The note matures on April 26, 2014 and bears an interest rate of 4%. The conversion price equals the “Variable Conversion Price”, which is 75% of the “Market Price”, which is the average the three lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $194,444 proceeds, less the $19,444 original issue discount pursuant to the terms of this convertible note, on April 26, 2013. As of December 31, 2013, the convertible note balance and accrued interest is $0. In connection with this raise, the Company also issued 175,000 three year warrants exercisable at $0.40/share.

 

14
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

On May 2, 2013, the Company entered into an agreement whereby the Company will issue up to $166,000 in a convertible note. The note matures on February 2, 2014 and bears an interest rate of 8%. The conversion price equals the “Variable Conversion Price”, which is 70% 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $166,000 proceeds, less the $13,000 finder’s fee and an original issue discount of $15,000 pursuant to the terms of this convertible note, on May 2, 2013. As of March 31, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $43,346, respectively.

 

On May 3, 2013, the Company entered into an agreement whereby the Company will issue up to $83,333 in a convertible note. The note matures on May 3, 2014 and bears an interest rate of 4%. The conversion price equals the “Variable Conversion Price”, which is 75% of the “Market Price”, which is the average the three lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $83,333 proceeds, less the $8,333 original issue discount pursuant to the terms of this convertible note, on May 3, 2013. As of December 31, 2013, the convertible note balance and accrued interest is $0. In connection with this raise, the Company also issued 75,000 three year warrants exercisable at $0.40/share.

 

On May 3, 2013, the Company entered into an agreement whereby the Company will issue up to $25,000 in a convertible note. The note matures on May 2, 2014 and bears an interest rate of 10%. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $25,000 proceeds, on May 3, 2013. As of March 31, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $6,624, respectively.

 

On May 23, 2013, the Company entered into a Securities Purchase Agreement (“Aggregate SPA”) by and between the Company and three (3) institutional investors. The Purchase Agreement provides for the sale by the Company to the Investors of an aggregate principal amount of $2,222,222 of 4% Convertible Debentures, with 10% Original Issue Discount that is due twelve months from their date of issuance (the “Debentures”). The Subscription Amount shall be funded in the amount of $277,777.77 (net amount of $250,000 less debt offering costs to the Company after the original issue discount) on the initial closing date (the “Closing Date”) of May 23, 2013 and seven (7) additional installments in the amount of $277,777.77 (net amount of $250,000 less debt offering costs to the Company after the original issue discount) shall each be funded on or about the first day of each calendar month commencing on June 1, 2013.

 

In addition, the Company incurred debt offering costs (placement agent fees) equal to 7% of the aggregate purchase price paid by each purchase and equity equaling 2% of the gross proceeds received by the Company valued at the investors' conversion price.

 

The Debentures have an interest rate of four percent (4%) and shall have an original issue discount of ten percent (10%) from the stated principal amount. The Debentures may be prepaid in whole or in part on not less than thirty (30) days prior written notice to the investors for an amount equal to 115% multiplied by the sum of the then outstanding principal amount of the Debentures plus any accrued and unpaid interest.

 

The Debentures shall be convertible into common stock, at the investors’ option, at a twenty-five percent (25%) discount to the average price of the lowest three (3) closing bid prices for the common stock during the ten (10) trading days prior to the conversion date. In the event of default, the Debentures shall be convertible into common stock at a thirty-five percent (35%) discount to the Market Price. In the event that the Company fails in any material respect to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amended, with regards to the filing of Form 10-Q's and 10-K's or ceases to be subject to the Exchange Act, the Debentures shall be convertible into common stock at a fifty percent (50%) discount to the Market Price, unless the Company has a registration statement declared effective by the SEC, which covers for resale the shares issued in connection with the investor’s, conversion.

 

Warrants

 

In connection with the Aggregate SPA, the investors were each issued warrants to purchase from the Company at any time after the Closing Date until 5:00 p.m., E.S.T on the third anniversary of the Closing Date (the “Expiration Date”), up to 250,000 fully-paid and non-assessable shares of common stock at a per share purchase price of $0.40 (the “Warrants”). The Company issued 750,000 three year warrants on the terms discussed above.

 

As of December 31, 2013, the Company (from the Aggregate SPA) received proceeds totaling $833,333 less $83,333 original issue discount and debt offering costs totaling $85,055, which includes 94,964 common shares of the Company’s common stock valued at $20,555 issued to the finder.

 

15
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

As of June 30, 2014 and December 31, 2013, the Aggregate SPA convertible note balance and accrued interest is $0 and $643,343, respectively.

 

On June 27, 2013, the Company entered into an agreement whereby the Company will issue up to $50,000 in a convertible note. The note matures on June 26, 2014 and bears a one-time interest charge of 5% after 90 days. The conversion price equals the “Variable Conversion Price”, which is 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $50,000 proceeds on June 27, 2013. As of March 31, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $52,500, respectively.

 

On August 8, 2013, the Company entered into an agreement whereby the Company will issue up to $103,500 in a convertible note. The note matures on May 12, 2014, and bears an interest rate of 8%. The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $103,500 proceeds less the $3,500 finder’s fee pursuant to the terms of this convertible note, on August 13, 2013. As of March 31, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $106,824, respectively.

 

On August 9, 2013, the Company entered into an agreement whereby the Company will issue up to $25,000 in a convertible note. The note matures on August 8, 2014 and bears an interest rate of 10%. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $25,000 proceeds, on August 9, 2013. As of March 31, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $26,000, respectively. In connection with this conversion, the Company issued an additional 750,730 shares valued at $22,276 as a penalty for the non-timely conversion of the debt.

 

On August 21, 2013, the Company entered into an agreement whereby the Company will issue up to $50,000 in a convertible note. The note matures on August 20, 2014 and bears a onetime interest charge of 5% after 90 days. The conversion price equals the “Variable Conversion Price”, which is 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $50,000 proceeds on August 21, 2013. As of March 31, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $52,500, respectively.

 

On August 19, 2013, the Company entered into an agreement whereby the Company will issue up to $227,222 in a convertible note. The note matures on August 18, 2014 and bears an interest rate of 4%. The conversion price equals the “Variable Conversion Price”, which is 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $227,222 proceeds, less the $5,000 finder’s fee and an original issue discount of $22,222 pursuant to the terms of this convertible note, on August 19, 2013. As of June 30, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $230,570, respectively. In connection with this raise, the Company also issued 200,000 three year warrants exercisable at $0.40/share.

 

On October 2, 2013, the Company entered into an agreement whereby the Company will issue up to $110,000 in a convertible note. The note matures on October 1, 2014, and bears an interest rate of 4%. The conversion price equals the “Variable Conversion Price”, which is 75% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $110,000 proceeds less the $10,000 finder’s fee pursuant to the terms of this convertible note, on October 2, 2013. As of June 30, 2014 and December 31, 2013, the convertible note balance and accrued interest is $113,327 and $111,086, respectively. In connection with this raise, the Company also issued 100,000 three year warrants exercisable at $0.40/share.

 

On October 3, 2013, the Company entered into an agreement whereby the Company will issue up to $221,000 in a convertible note. The note matures on October 3, 2014 and bears an interest rate of 4%. The conversion price equals the “Variable Conversion Price”, which is 75% of the “Market Price”, which is the average the three lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $221,000 proceeds, less the $21,000 original issue discount pursuant to the terms of this convertible note, on October 3, 2013 and finder’s fees of $14,000. As of June 30, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $223,158, respectively. In connection with this raise, the Company also issued 200,000 three year warrants exercisable at $0.40/share. 

 

16
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

On October 7, 2013, the Company entered into an agreement whereby the Company will issue up to $25,000 in a convertible note. The note matures on October 6, 2014 and bears an interest rate of 10%. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $25,000 proceeds, on October 7, 2013. As of June 30, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $25,586, respectively.

 

On October 7, 2013, the Company entered into an agreement whereby the Company will issue up to $282,778 in a convertible note. The note matures on October 6, 2014 and bears an interest rate of 4%. The conversion price equals the “Variable Conversion Price”, which is 75% of the “Market Price”, which is the average the three lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $282,778 proceeds, less the $27,778 original issue discount pursuant to the terms of this convertible note, on October 8, 2013 and finder’s fees of $5,000. As of June 30, 2014 and December 31, 2013, the convertible note balance and accrued interest is $261,171 and $285,415, respectively. In connection with this raise, the Company also issued 250,000 three year warrants exercisable at $0.40/share.

 

On October 10, 2013, the Company entered into an agreement whereby the Company will issue up to $78,500 in a convertible note. The note matures on July 12, 2014, and bears an interest rate of 8%. The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $78,500 proceeds less the $3,500 finder’s fee pursuant to the terms of this convertible note, on October 17, 2013. As of June 30, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $79,916, respectively.

 

On December 9, 2013, the Company entered into an agreement whereby the Company will issue up to $100,000 in a convertible note. The note matures on December 8, 2014 and bears a onetime interest charge of 5% after 90 days. The conversion price equals the “Variable Conversion Price”, which is 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $100,000 proceeds on December 9, 2013. As of June 30, 2014 and December 31, 2013, the convertible note balance and accrued interest is $90,575 and $100,000, respectively.

 

On December 11, 2013, the Company entered into an agreement whereby the Company will issue up to $153,500 in a convertible note. The note matures on September 13, 2014, and bears an interest rate of 8%. The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $153,500 proceeds less the $3,500 finder’s fee pursuant to the terms of this convertible note, on December 16, 2013. As of June 30, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $154,173, respectively.

 

On December 6, 2013, the Company entered into an agreement whereby the Company will issue up to $25,000 in a convertible note. The note matures on December 5, 2014 and bears an interest rate of 10%. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $25,000 proceeds, on December 6, 2013. As of June 30, 2014 and December 31, 2013, the convertible note balance and accrued interest is $20,525 and $25,171, respectively.

 

17
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

 

On December 30, 2013, the Company entered into an agreement whereby the Company will issue up to $282,778 in a convertible note. The note matures on December 29, 2014 and bears an interest rate of 4%. The conversion price equals the “Variable Conversion Price”, which is 75% of the “Market Price”, which is the average the three lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $282,778 proceeds, less the $27,778 original issue discount pursuant to the terms of this convertible note, on December 31, 2013 and finder’s fees of $5,000. As of June 30, 2014 and December 31, 2013, the convertible note balance and accrued interest is $288,512 and $282,809, respectively. In connection with this raise, the Company also issued 250,000 three year warrants exercisable at $0.40/share.

 

On January 28, 2014, the Company entered into an agreement whereby the Company will issue up to $25,000 in a convertible note. The note matures on January 27, 2015 and bears an interest rate of 10%. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $25,000 proceeds, on January 28, 2014. As of June 30, 2014, the convertible note balance and accrued interest is $30,525, respectively.

 

On February 20, 2014, the Company entered into an agreement whereby the Company will issue up to $50,000 in a convertible note. The note matures on February 19, 2015 and bears a onetime interest charge of 5% after 90 days. The conversion price equals the “Variable Conversion Price”, which is 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $50,000 proceeds on February 20, 2014. As of June 30, 2014, the convertible note balance is $62,510.

 

On February 27, 2014, the Company entered into an agreement whereby the Company will issue up to $282,778 in a convertible note. The note matures on February 26, 2015 and bears an interest rate of 4%. The conversion price equals the “Variable Conversion Price”, which is 75% of the “Market Price”, which is the average the three (3) lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $282,778 proceeds, less the $27,778 original issue discount pursuant to the terms of this convertible note, on February 27, 2014 and finder’s fees of $5,000. As of June 30, 2014, the convertible note balance and accrued interest is $286,598. In connection with this raise, the Company also issued 250,000 three year warrants exercisable at $0.40/share.

 

On March 7, 2014, the Company entered into an agreement whereby the Company will issue up to $103,500 in a convertible note. The note matures on December 11, 2014, and bears an interest rate of 8%. The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $103,500 proceeds, less the $3,500 finder’s fee pursuant to the terms of this convertible note, on March 12, 2014. As of June 30, 2014, the convertible note balance and accrued interest is $106,139.

 

On March 19, 2014, the Company entered into an agreement whereby the Company will issue up to $25,000 in a convertible note. The note matures on March 18, 2015 and bears an interest rate of 10%. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $25,000 proceeds, on March 19, 2014. As of June 30, 2014, the convertible note balance and accrued interest is $30,525, respectively.

 

On April 17, 2014, the Company entered into an agreement whereby the Company will issue up to $78,500 in a convertible note. The note matures on January 21, 2015, and bears an interest rate of 8%. The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $78,500 proceeds, less the $3,500 finder’s fee pursuant to the terms of this convertible note, on April 22, 2014. As of June 30, 2014, the convertible note balance and accrued interest is $79,777.

 

18
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

On May 1, 2014, the Company entered into an agreement whereby the Company will issue up to $105,000 in a convertible note.  The note matures on May 1, 2015 and bears an interest rate of 8%.  The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.  The Company received $105,000 proceeds, less the $5,000 original issue discount pursuant to the terms of this convertible note, on May 8, 2014 and finder’s fees of $5,000.   As of June 30, 2014, the convertible note balance and accrued interest is $106,395.    

 

On May 21, 2014, the Company entered into an agreement whereby the Company will issue up to $550,000 in a convertible note. The note matures on May 21, 2016, and bears an interest rate of 2.50%. The conversion price equals $0.07/share. After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the “variable conversion price”, which is 75% of the average three (3) lowest closing prices during the ten (10) trading day prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $550,000 proceeds on May 21, 2014. As of June 30, 2014, the convertible note balance and accrued interest is $551,828.

 

On June 11, 2014, the Company entered into an agreement whereby the Company will issue up to $282,778 in a convertible note.    The note matures on June 10, 2015 and bears an interest rate of 4%.    The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average the three (3) lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    The Company received $282,778 proceeds, less the $27,778 original issue discount pursuant to the terms of this convertible note, on June 12, 2014 and finder’s fees of $5,000.    As of June 30, 2014, the convertible note balance and accrued interest is $283,367.    In connection with this raise, the Company also issued 250,000 three year warrants exercisable at $0.40/share.

 

On May 23, 2014, the Company received $25,000 in proceeds in connection with a drawdown on an existing convertible note with a total principal amount of up to $333,000.    The note matures on May 22, 2015 and bears an interest rate of 10%.    The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock at any time after issuance.    The Company received $25,000 proceeds, on May 23, 2014.    As of June 30, 2014, the convertible note balance and accrued interest relating to this drawdown is $30,525, respectively.

 

On May 12, 2014, the Company entered into an agreement whereby the Company will issue up to $105,000 in a convertible note.    The note matures on May 12, 2015 and bears an interest rate of 8%.    The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    The Company received $105,000 proceeds, less the $5,000 original issue discount pursuant to the terms of this convertible note, on May 16, 2014 and finder’s fees of $5,000.    As of June 30, 2014, the convertible note balance and accrued interest is $106,140.

 

On May 22, 2014, the Company entered into an agreement whereby the Company will issue up to $15,000 in a convertible note.    The note matures on May 22, 2016, and bears an interest rate of 2.50%.    The conversion price equals $0.07/share. After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the “variable conversion price”, which is 75% of the average three (3) lowest closing prices during the ten (10) trading day prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    The Company received $15,000 proceeds on May 23, 2014.    As of June 30, 2014, the convertible note balance and accrued interest is $15,051.

 

On May 14, 2014, the Company entered into an agreement whereby the Company will issue up to $200,000 in a convertible note.    The note matures on May 14, 2016, and bears an interest rate of 2.50%.  The conversion price equals $0.07/share. After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the “variable conversion price”, which is 75% of the average three (3) lowest closing prices during the ten (10) trading day prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    The Company received $200,000 proceeds on May 19, 2014.    As of June 30, 2014, the convertible note balance and accrued interest is $200,780.

 

19
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

During the six months ended June 30, 2014 and the year ended December 31, 2013, the Company issued convertible notes totaling $1,847,556 and $3,843,221, respectively. The Convertible notes issued in the six months ended June 30, 2014 and the year-ended December 31, 2013, consist of the following terms:

 

 
 
 
 		  
 
 
 		  
 
 
 		  
 
 
 

 

Six months ended June 30,
2014
Amount of
Principal Raised

    
 
 
 		 Year ended
December 31,
2013
Amount of
Principal Raised
Interest Rate      2.5% - 10%    4% - 10% 
Default interest rate      14% - 22%    14% - 22% 
Maturity      September 11, 2014 - May 22, 2016    October 24, 2013 - December 29, 2014 
              
Conversion terms 1  70% of the “Market Price”, which is lower of the average closing bid price for the common stock during the ten (10) trading day period  $-   $100,000 
Conversion terms 2  70% of the “Market Price”, which is lower of the average closing bid price for the common stock during the ten (10) trading day period   -    83,333 
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 ten (10) trading day period prior to the conversion.   -    166,000 
Conversion terms 4  70% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the twenty (20) trading day period prior to the conversion.   -    25,000 
Conversion terms 5  70% 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.   -    111,000 
Conversion terms 6  70% 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.   -    55,500 
Conversion terms 7  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.   -    62,500 
Conversion terms 8  65% 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.   -    100,000 
Conversion terms 9  75% of the three (3) lowest closing prices of the common stock during the ten (10) day trading period prior to the conversion date.   -    277,777 
Conversion terms 10  70% of the lower of the average of the three (3) lowest trading prices for the ten (10) day trading period prior to conversion.   -    166,000 
Conversion terms 11  65% of the lower of the average of the three (3) lowest trading prices for the ten (10) day trading period prior to conversion.   -    103,500 
Conversion terms 12  75% of the three (3) lowest closing prices of the common stock during the ten day trading period prior to the conversion date.   -    833,333 
Conversion terms 13  70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.   -    25,000 
Conversion terms 14  70% of the lower of the average of the three (3) lowest trading prices for the fifteen (15) day trading period 1 day prior to conversion.   -    50,000 
Conversion terms 15  75% of the three (3) lowest closing prices of the common stock during the ten day trading period prior to the conversion date.   -    227,222 
Conversion terms 16  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.   -    50,000 
Conversion terms 17  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.   -    103,500 
Conversion terms 18  70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.  $-   $25,000 

  

20
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

The Convertible notes consist of the following terms (continued):

 

      Six months
ended
June 30,
2014
Amount of
Principal Raised		   Year ended
December 31,
2013
Amount of
Principal Raised		 
Interest Rate     2.5% - 10%   4% - 10% 
Default interest rate      14% - 22%    14% - 22% 
Maturity      September 11, 2014 - May 22, 2016    October 24, 2013 - December 29, 2014 
              
Conversion terms 19  75% of the three (3) lowest closing prices of the common stock during the ten (10) day trading period prior to the conversion date.   -    110,000 
Conversion terms 20  75% of the three (3) lowest closing prices of the common stock during the ten (10) day trading period prior to the conversion date.   -    282,778 
Conversion terms 21  70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.   -    25,000 
Conversion terms 22  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.   -    78,500 
Conversion terms 23  70% of the lower of the average of the three (3) lowest trading prices for the fifteen (15) day trading period 1 day prior to conversion.   -    100,000 
Conversion terms 24  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.   -    153,500 
Conversion terms 25  70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.   -    25,000 
Conversion terms 26  75% of the three (3) lowest closing prices of the common stock during the ten (10) day trading period prior to the conversion date.   -    282,778 
Conversion terms 27  75% of the three (3) lowest closing prices of the common stock during the ten (10) day trading period prior to the conversion date.   -    221,000 
Conversion terms 28  70% of the lower of the average of the three (3) lowest trading prices for the fifteen (15) day trading period 1 day prior to conversion.   50,000    - 
Conversion terms 29  75% of the three (3) lowest closing prices of the common stock during the ten (10) day trading period prior to the conversion date.   282,778      
Conversion terms 30  70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.   25,000      
Conversion terms 31  70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.   25,000      
Conversion terms 32  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.   103,500      
Conversion terms 33  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.   78,500      
Conversion terms 34  65% of the “Market Price”, which is the lowest volume weighted average price for the common stock during the prior ten (10) trading day period including the day upon which a Notice of Conversion is received by the Company.   105,000      
Conversion terms 35  Convertible into $0.07/share.  After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the variable conversion price - 75% of the average three (3) lowest closing priceds during the ten (10) trading day period.   550,000      
Conversion terms 36  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.   282,778      
Conversion terms 37  70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.   25,000      
Conversion terms 38  65% of the “Market Price”, which is the lowest volume weighted average price for the common stock during the prior ten (10) trading day period including the day upon which a Notice of Conversion is received by the Company.   105,000      
Conversion terms 39  Convertible into $0.07/share.  After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the variable conversion price - 75% of the average three (3) lowest closing priceds during the ten (10) trading day period.   15,000      
Conversion terms 40  Convertible into $0.07/share.  After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the variable conversion price - 75% of the average three (3) lowest closing priceds during the ten (10) trading day period.   200,000      
              
      $1,847,556   $3,843,221 

 

 

21
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED) 

 

The debt holders are entitled, at their option, to convert all or part of the principal and accrued interest into shares of the Company’s common stock at conversion prices and terms discussed above.    The Company classifies embedded conversion features in these notes as a derivative liability due to management’s assessment that the Company may not have sufficient authorized number of shares of common stock required to net-share settle or due to the existence of a ratchet due to an anti-dilution provision. See Note 6 regarding accounting for derivative liabilities.

 

During the six months ended June 30, 2014, the Company converted debt and accrued interest, totaling $1,867,570 into 25,549,925 shares of common stock.    Conversions of debt to equity occurring after the maturity date and penalties incurred resulted in a loss on settlement of $90,483.

 

During the six months ended June 30, 2013, the Company converted debt and accrued interest, totaling $1,088,817 into 7,247,133 shares of common stock.

 

During the year ended December 31, 2012, the Company converted debt and accrued interest, totaling $688,814 into 3,118,779 shares of common stock.

 

During the year ended December 31, 2011, the Company converted debt and accrued interest, totaling $93,603 into 1,835,295 shares of common stock.

 

Convertible debt consisted of the following activity and terms:

 

       Interest Rate   Maturity
Balance as of December 31, 2011  $-         
              
Borrowings during the year ended December 31, 2012   1,924,334    0% - 10%   December 19, 2012 - November 19, 2013
              
Conversion  of debt to into 3,118,779 shares of common stock with a valuation of $688,814 ($0.17032 - $0.322/share) including the accrued interest of $11,534   (677,280)        
Convertible Debt Balance as of December 31, 2012   1,247,054    0% - 10%    
              
Borrowings during the year ended December 31, 2013   3,843,221    2.5% - 10%   October 24, 2013 - December 29, 2014
              
Non-Cash Reclassification of accrued interest converted   113,386         
              
Conversion  of debt to into 19,146,156 shares of common stock with a valuation of $2,736,376 ($0.09 - $0.27/share) including the accrued interest of $118,754   (2,684,915)        
Convertible Debt Balance as of December 31, 2013   2,518,746    2.5% - 10%   February 2, 2014 - December 29, 2014
              
Borrowings during the six months ended June 30, 2014   1,847,556    2.5% - 10%   September 11, 2014 - May 22, 2016
              
Non-Cash Reclassification of accounts payable to debt and addition of penalties   91,938         
              
Non-Cash Reclassification of accrued interest converted   146,537         
              
Repayments   (28,340)        
              
Conversion  of debt to into 25,549,925 shares of common stock with a valuation of $1,867,570 ($0.09 - $0.27/share) including the accrued interest of $146,537   (1,867,570)        
Convertible Debt Balance as of June 30, 2014   2,708,867    4% - 10%   June 2, 2014 - March 18, 2014

 

Debt Issue Costs

 

During the six months ended June 30, 2014, the Company paid debt issue costs totaling $27,000.

 

During the six months ended June 30, 2013, the Company paid debt issue costs totaling $140,887.

 

22
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED) 

 

The following is a summary of the Company’s debt issue costs:

 

   6 Months Ended
June 30,
2014		   6 Months Ended
June 30,
2013		 
           
Debt issue costs  $164,555   $272,787 
Accumulated amortization of debt issue costs   (136,582)   (137,294)
           
Debt issue costs - net  $27,973   $135,493 

 

During the six months ended June 30, 2014 and 2013, the Company amortized $57,036 and $93,273 of debt issue costs, respectively.

 

Debt Discount & Original Issue Discount

 

During the six months ended June 30, 2014 and 2013, the Company recorded debt discounts totaling $1,735,025 and $1,913,831, respectively.

 

The debt discount recorded in 2014 and 2013 pertains to convertible debt that contains embedded conversion options that are required to bifurcated and reported at fair value and original issue discounts.

 

The Company amortized $1,453,424 and $1,038,097 during the six months ended June 30, 2014 and 2013, respectively, to amortization of debt discount expense.

 

   6 Months Ended   6 Months Ended 
   June 30,
2014		   June 30,
2013		 
           
Debt discount  $4,372,157   $3,065,421 
Accumulated amortization of debt discount   (2,633,038)   (1,464,508)
           
Debt discount - Net  $1,739,119   $1,600,913 

 

Derivative Liabilities

 

The Company identified conversion features embedded within convertible debt issued in 2014 and 2013 and warrants issued in 2014 and 2013. The Company has determined that the features associated with the embedded conversion option should be accounted for at fair value as a derivative liability.

 

As a result of the application of ASC No. 815, the fair value of the conversion feature is summarized as follow:

 

Derivative Liability - December 31, 2011  $- 
Fair value at the commitment date for convertible instruments   1,671,028 
Change in fair value of embedded derivative liability   44,805 
Reclassification to additional paid in capital for financial instruments that ceased to be a derivative liability   (549,547)
Derivative Liability - December 31, 2012   1,166,286 
      
Fair value at the commitment date for convertible instruments   3,839,539 
Fair value at the commitment date for warrants issued   43,808 
Change in fair value of embedded derivative liability for warrants issued   (4,384)
Change in fair value of embedded derivative liability for convertible instruments   (996,754)
Reclassification to additional paid in capital for financial instruments that ceased to be a derivative liability   (2,162,726)
Derivative Liability - December 31, 2013   1,885,769 
      
Fair value at the commitment date for convertible instruments   1,716,972 
Change in fair value of embedded derivative liability for warrants issued   (31,090)
Change in fair value of embedded derivative liability for convertible instruments   (659,233)
Reclassification to additional paid in capital for financial instruments that ceased to be a derivative liability   (1,270,941)
Derivative Liability - June 30, 2014  $1,641,477 

 

23
 

  

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED) 

 

The Company recorded the debt discount to the extent of the gross proceeds raised, and expensed immediately the remaining value of the derivative as it exceeded the gross proceeds of the note.  The Company also recorded the value of the warrants issued for services as derivative expense for the six months ended June 30, 2014.  The Company recorded a derivative expense for the six months ended June 30, 2014 and 2013 of $47,506 and $24,126, respectively.

 

The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of June 30, 2014:

 

   Commitment Date   Re-measurement Date 
           
Expected dividends:   0%   0%
Expected volatility:   119% - 144%    110% - 138% 
Expected term:   0.52 - 3 Years    0.2 - 2.95 Years 
Risk free interest rate:   0.08% - 0.91%    0.11% - 0.90% 

 

The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, 2013:

 

   Commitment Date   Re-measurement Date 
         
Expected dividends:   0%   0%
Expected volatility:   118.99% - 303.64%    120.24% - 299.6% 
Expected term:   0.75 - 3 Years    0.002 - 2.82 Years 
Risk free interest rate:   0.15% - 0.17%    0.11% - 0.17% 

 

NOTE 7          CONVERTIBLE DEBT

 

On December 11, 2012, the Company entered into an agreement whereby the Company will issue up to $120,000 in a convertible note.    The note matured on December 11, 2013 and bears an interest rate of 8%. As of December 31, 2013 and 2012, the Company balance of the convertible note and accrued interest is $128,810 and 120,526, respectively.      The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    The conversion price equals to $0.50 per share.    For the year ended December 31, 2013, the Company issued 24,000 shares of common stock for accrued interest having a fair value of $5,368 ($0.21 - $0.25/share).

 

As of December 31, 2013, the note was outstanding and was in default.

 

During the three months ended March 31, 2014, the Company negotiated modifications to the December 11, 2012 convertible debt.  For the modification, the Company compared the value of both the old and new convertible debt.    The Company determined that the present value of the cash flows associated with the new convertible debt exceeded the present value of the old convertible debt by more than 10%, which resulted in the application of extinguishment accounting.

 

The modification of the note included extension of terms through July 31, 2014, decrease in the conversion price to $0.10 per share and an increase in the interest rate to 10%.  The Company also negotiated to convert $30,000 in accounts payable owed to the debt holder to be included in the convertible debt increasing the principal balance to $150,000.  In accordance with ASC 470-20-25-13, the convertible debt instrument was issued at a substantial premium which represented additional paid in capital.  In connection with the extinguishment, the Company recorded a loss on extinguishment of $18,596 with the offset recorded to additional paid in capital.

 

During the three months ended June 30, 2014, the Company negotiated a further extension of the note through December 31, 2014. During the six months ended June 30, 2014, the Company repaid $28,340 and reclassified $13,540 of accounts payable owed to the note holder to be included in the principal balance of the note. As of June 30, 2014, the principal balance of the note including accrued interest totaled $141,700.

 

NOTE 8          STOCKHOLDERS’ EQUITY

 

(A) Common Stock Issued for Cash

 

On December 31, 2005, the Company issued 100,000 shares of common stock for cash of $100 in exchange for acceptance of the incorporation expenses for the Company ($0.001/share).     As a result of the forward split, the 100,000 shares were increased to 400,000 shares ($0.00025/share) (See Note 7(D)).

 

24
 

  

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED) 

 

For the year ended December 31, 2008, the Company issued 473,000 shares of common stock for cash of $118,250 ($0.25/share), of which $67,750 was a subscription receivable.      During the month of January 2009, $67,750 of stock subscription receivable was collected.    As a result of the forward split, the 473,000 shares were increased to 1,892,000 shares ($0.0625/share). (See Note 8(D)).

 

On January 2, 2009, the Company entered into stock purchase agreements to issue 20,000 shares of common stock for cash of $5,000 ($0.25/share).     As a result of the forward split, the 20,000 shares were increased to 80,000 shares ($0.0625/share) (See Note 8(D)).

 

On January 3, 2009, the Company entered into stock purchase agreements to issue 2,000 shares of common stock for cash of $500 ($0.25/share).    As a result of the forward split, the 2,000 shares were increased to 8,000 shares ($0.0625/share) (See Note 8(D)).

 

On January 3, 2009, the Company entered into stock purchase agreements to issue 2,000 shares of common stock for cash of $500 ($0.25/share).    As a result of the forward split, the 2,000 shares were increased to 8,000 shares ($0.0625/share) (See Note 8(D)).

 

On January 11, 2009, the Company entered into stock purchase agreements to issue 32,000 shares of common stock for cash of $8,000 ($0.25/share).    As a result of the forward split, the 32,000 shares were increased to 128,000 shares ($0.0625/share) (See Note 8(D)).

 

On January 12, 2009, the Company entered into stock purchase agreements to issue 2,000 shares of common stock for cash of $500 ($0.25/share).     As a result of the forward split, the 2,000 shares were increased to 8,000 shares ($0.0625/share) (See Note 8(D)).

 

On January 15, 2009, the Company entered into stock purchase agreements to issue 4,000 shares of common stock for cash of $1,000 ($0.25/share).    As a result of the forward split, the 4,000 shares were increased to 16,000 shares ($0.0625/share) (See Note 8(D)).

 

In February of 2009, the Company paid direct offering costs of $850 related to the securities sold.

 

On May 27, 2010, the Company issued one unit; each unit consisted of 100,000 shares of common stock and 100,000 warrants to purchase common stock, for cash of $22,500 net of the $2,500 finder’s fee ($0.25/share).    Each warrant is exercisable for a three year period and has an exercise price of $0.50 per share (See Note 8(C)).

 

On July 23, 2010, the Company issued one unit; each unit consisted of 100,000 shares of common stock and 100,000 warrants to purchase common stock, for cash of $25,000 ($0.25/share).    Each warrant is exercisable for a three year period and has an exercise price of $0.50 per share (See Note 8(C).

 

On August 5, 2010, the Company issued 10 units; each unit consisted of 100,000 shares of common stock and 100,000 warrants to purchase common stock, for cash of $250,000 ($0.25/share).    Each warrant is exercisable for a three year period and has an exercise price of $0.50 per share (See Note 8(C).

 

During the year ended December 31, 2010, the Company paid direct offering costs of $2,900 related to the securities sold.

 

On January 24, 2011, the Company issued 10,000 shares of common stock for cash of $1,000 ($0.10/share).

 

On February 23, 2011, the Company issued 300,000 shares of common stock for cash of $30,000 ($0.10/share).

 

On March 21, 2011, the Company issued 150,000 shares of common stock for cash of $15,000 ($0.10/share).

 

On May 2, 2011, the Company issued 2,000,000 shares of common stock for cash of $200,000 ($0.10/share).

 

During the month of June 2011, the Company issued 5,460,000 shares of common stock for cash of $546,000 ($0.10/share) of which $397,000 was a subscription receivable. The Company received the entire $397,000 of subscription receivable in July 2011.

 

During the months of July, August and September of 2011, the Company issued 10,937,000 shares of common stock for cash of $1,093,700 ($0.10/share).

 

During the year-ended December 31, 2011, the Company paid $76,780 in finder’s fees and issued 955,800 warrants (See Note 8(C)).

 

(B) Stock Issued for Services

 

On October 14, 2008, the Company issued 44,900,000 shares of common stock to its founder having a fair value of $44,900 ($0.001/share) in exchange for services provided.    As a result of the forward split, the 44,900,000 shares were increased to 179,600,000 shares and its purchase price was similarly adjusted to $0.00025((See Note 8(D) and Note10).

 

25
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED) 

 

On November 24, 2008, the Company issued 4,000 shares of common stock having a fair value of $1,000 ($0.25/share) in exchange for consulting services.    As a result of the forward split, the 4,000 shares were increased to 16,000 shares and its purchase price was similarly adjusted to $0.0625/share (See Note 8(D)).

 

On December 5, 2008, the Company issued 4,000 shares of common stock having a fair value of $1,000 ($0.25/share) in exchange for consulting services.    As a result of the forward split, the 4,000 shares were increased to 16,000 shares and its purchase price was similarly adjusted to $0.0625/share (See Note 8(D)).

 

On December 20, 2008, the Company issued 4,000 shares of common stock having a fair value of $1,000 ($0.25/share) in exchange for consulting services.    As a result of the forward split, the 4,000 shares were increased to 16,000 shares and its purchase price was similarly adjusted to $0.0625/share (See Note 8(D)).

 

On January 12, 2009, the Company issued 4,000 shares of common stock having a fair value of $1,000 ($0.25/share) in exchange for consulting services.    As a result of the forward split, the 4,000 shares were increased to 16,000 shares and its purchase price was similarly adjusted to $0.0625/share (See Note 8(D)).

 

On January 14, 2009, the Company issued 20,000 shares of common stock having a fair value of $5,000 ($0.25/share) in exchange for services related to a development services agreement entered on January 19, 2009.    As a result of the forward split, the 20,000 shares were increased to 80,000 shares and its purchase price was similarly adjusted to $0.0625/share (See Note 8(D) and Note 9(B)).

 

On August 25, 2009, the Company issued 50,000 shares of common stock having a fair value of $3,125 ($0.0625/share), based upon the fair value on the date of grant, in exchange for professional services.

 

On August 31, 2009, the Company issued 885,714 shares of common stock in exchange for services valued at $62,000 related to the development services agreement entered into on January 19, 2009.   Based on the most recent fair market value at that time, the shares were valued at $55,357 ($0.0625/share), resulting in the recognition of a gain on the extinguishment of debt of $6,643 (See Note 9(B)).

 

On September 18, 2009, the Company issued 500,000 shares of common stock as compensation pursuant to the terms of a consulting agreement, having a fair value of $175,000 ($0.35/share) based upon fair value on the date of grant.    On November 11, 2009, the Company cancelled the agreement and 300,000 shares of common stock were returned to the Company. As of December 31, 2009, $70,000 is recorded as consulting expense and $105,000 of deferred compensation was reclassified to $0 (See Note 9(B)).

 

On September 18, 2009, the Company issued 600,000 shares of common stock as compensation pursuant to the terms of a consulting agreement, having a fair value of $210,000 ($0.35/share) based upon fair value on the date of grant.    On November 18, 2009, the Company cancelled the agreement and 400,000 shares of common stock were returned to the Company.    As of December 31, 2009, $70,000 is recorded as consulting expense and $140,000 of deferred compensation was reclassified to $0 (See Note 9(B)).

 

On September 21, 2009, the Company issued 600,000 shares of common stock as compensation pursuant to the terms of a consulting agreement, having a fair value of $210,000 ($0.35/share) based upon fair value on the date of grant.    On December 18, 2009, the Company terminated the consulting agreement and 400,000 shares were returned to the Company.    As of December 31, 2009, $70,000 is recorded as consulting expense and $140,000 of deferred compensation was reclassified to $0 (See Note 9(B)).

 

On November 12, 2009, the Company issued 100,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $178,000 ($1.78/share) based upon fair value on the date of grant.    During 2009 and 2010, $11,948 and $89,000 was recorded as consulting expense, respectively.    For the year ended December 31, 2011, $77,052 is recorded as consulting expense and $0 is recorded as deferred compensation (See Note 9(B)).

 

On November 12, 2009, the Company issued 200,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $400,000 ($2.00/share) based upon fair value on the date of grant.    During 2009 and 2010, $22,466 and $200,000 was recorded as consulting expense, respectively.    For the year ended December 31, 2011, $177,534 is recorded as consulting expense and $0 is recorded as deferred compensation (See Note 9(B)).

 

On November 16, 2009, the Company issued 100,000 shares of common stock as compensation pursuant to the terms of the consulting agreements, having a fair value of $180,000 ($1.80/share) based upon fair value on the date of grant.    During 2009 and 2010, $11,096 and $90,000 was recorded as consulting expense, respectively.    For the year ended December 31, 2011, $78,904 is recorded as consulting expense and $0 is recorded as deferred compensation (See Note 9(B)).

 

On November 18, 2009, the Company issued 30,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $45,000 ($1.50/share) based upon fair value on the date of grant.    During 2009, $5,301 was recorded as consulting expense.    For the year ended December 31, 2010, $39,699 was recorded as consulting expense. (See Note 9(B)).

 

26
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED) 

 

On November 21, 2009, the Company issued 30,000 shares of common stock as compensation pursuant to the terms of the marketing agreement, having a fair value of $53,100 ($1.77/share) based upon fair value on the date of grant.    For the year ended December 31, 2010, $53,100 was recorded as consulting expense (See Note 9(B)).

 

On December 3, 2009, the Company issued 240,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $468,000 ($1.95/share) based upon fair value on the date of grant.    As of December 31, 2009, $468,000 was recorded as consulting expense (See Note 9(B)).

 

On December 3, 2009, the Company issued 35,000 shares of common stock as compensation pursuant to the terms of the commission agreement, having a fair value of $68,250 ($1.95/share) based upon fair value on the date of grant.    As of December 31, 2009, $68,250 was recorded as consulting expense (See Note 9(B)).

 

On December 3, 2009, the Company issued 35,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $68,250 ($1.95/share) based upon fair value on the date of grant.    As of December 31, 2009, $68,250 was recorded as consulting expense (Note 9(B)).

 

On December 3, 2009, the Company issued 10,000 shares of common stock as compensation pursuant to the terms of the commission agreement, having a fair value of $19,500 ($1.95/share) based upon fair value on the date of grant.    As of December 31, 2009, $19,500 is recorded as consulting expense (See Note 9(B)).

 

On December 15, 2009, the Company issued 100,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $200,000 ($2.00/share) based upon fair value on the date of grant.    During 2009, $71,111 was recorded as consulting expense.    For the year ended December 31, 2010, $128,889 was recorded as consulting expense (See Note 9(B)).

 

On December 27, 2009, the Company issued 10,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $19,400 ($1.94/share) based upon fair value on the date of grant.    For the year ended December 31, 2010, $19,400 was recorded as consulting expense (See Note 9(B)).

 

On December 27, 2009, the Company issued 10,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $19,400 ($1.94/share) based upon fair value on the date of grant.    For the year ended December 31, 2010, $19,400 was recorded as consulting expense (See Note 9(B)).

 

On December 27, 2009, the Company issued 10,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $19,400 ($1.94/share) based upon fair value on the date of grant.    For the year ended December 31, 2010, $19,400 was recorded as consulting expense (See Note 9(B)).

 

On December 30, 2009, the Company issued 1,500,000 shares of common stock as compensation pursuant to the terms of the advertising agreement, having a fair value of $2,895,000 ($1.93/share) based upon fair value on the date of grant.    In 2010, the Company cancelled a portion of the agreement and as a result, 1,000,000 shares of common stock were returned to the Company.    For the year ended December 31, 2010, $965,000 was recorded as consulting expense (See Note 9(B)).

 

On December 31, 2009, the Company issued 75,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $144,750 ($1.93/share) based upon fair value on the date of grant.    For the year ended December 31, 2010, $116,374 was recorded as consulting expense.    For the year ended December 31, 2011, $28,376 is recorded as consulting expense (See Note 9(B)).

 

On December 31, 2009, the Company issued 75,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $144,750 ($1.93/share) based upon fair value on the date of grant.    For the year ended December 31, 2010, $116,374 was recorded as consulting expense.    For the year ended December 31, 2011, $28,376 is recorded as consulting expense (See Note 9(B)).

 

On December 31, 2009, the Company issued 500,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $965,000 ($1.93/share) based upon fair value on the date of grant.    For the year ended December 31, 2010, $965,000 was recorded as consulting expense (See Note 9(B)).

 

During December of 2009, the Company issued 680,000 shares of common stock as compensation pursuant to the terms of the consulting agreements, having a fair value of $1,312,400 ($1.93/share) based upon fair value on the date of grant.    During 2009 and 2010, $2,802 and $709,116 was recorded as consulting expense, respectively.    For the year ended December 31, 2011, $600,482 is recorded as consulting expense and $0 is recorded as deferred compensation (See Note 9(B)).

 

27
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED) 

 

During December of 2009, the Company issued 600,000 shares of common stock as compensation pursuant to the terms of the consulting agreements, having a fair value of $1,170,000 ($1.95/share) based upon fair value on the date of grant.    During 2009 and 2010, $34,192 and $585,000 was recorded as consulting expense, respectively.    For the year ended December 31, 2011, $550,808 is recorded as consulting expense and $0 is recorded as deferred compensation (See Note 9(B)).

 

On January 15, 2010, the Company issued 100,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $170,000 ($1.70/share) based upon fair value on the date of grant.    For the year ended December 31, 2010, $81,507 was recorded as consulting expense.    For the year ended December 31, 2011, $88,493 is recorded as consulting expense and $0 is recorded as deferred compensation (See Note 9(B)).

 

On February 17, 2010, the Company entered into a twelve month consulting agreement with an unrelated third party effective February 17, 2010.    In exchange for the services provided, the Company issued 1,000,000 shares of common stock having a fair value of $1,240,000 ($1.24/share) based upon fair value on the date of grant.    For the year ended December 31, 2010, $1,066,740 was recorded as consulting expense.    For the year ended December 31, 2011, $173,260 is recorded as consulting expense (See Note 9(B)).

 

On June 1, 2010, the Company entered into a twelve month consulting agreement for consulting and business services.    As part of the agreement, the Company issued 40,000 shares as a nonrefundable retainer fee having a value of $10,000 ($0.25/share) based upon fair value on the date of the agreement.    (See Note 9(B)).

 

On July 23, 2010, the Company issued 10,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $2,000 ($0.20/share) based upon fair value on the grant date (See Note 9(B)).

 

On August 1, 2010, the Company issued 200,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $40,000 ($0.20/share) based upon fair value on the grant date (See Note 9(B)).

 

On September 1, 2010, the Company issued 100,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $19,000 ($0.19/share) based upon fair value on the grant date (See Note 9(B)).

 

On October 1, 2010, the Company issued 100,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $18,000 ($0.18/share) based upon fair value on the grant date (See Note 9(B)).

 

On November 1, 2010, the Company issued 100,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $25,000 ($0.25/share) based upon fair value on the grant date (See Note 9(B)).

 

On December 14, 2010, the Company issued 250,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $37,500 ($0.15/share) based upon fair value on the grant date (See Note 9(B)).

 

On January 17, 2011, the Company issued 3,000,000 shares of common stock to its' new CEO pursuant to an employment agreement having a fair value of $300,000 ($0.10/share) based upon fair value on the grant date.    (See Note 8(A)).

 

On February 17, 2011, the Company issued 500,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $55,000 ($0.11/share) based upon fair value on the grant date (See Note 9(B)).

 

On March 3, 2011, the Company issued 1,000,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $80,000 ($0.08/share) based upon fair value on the grant date (See Note 9(B)).

 

On May 17, 2011, the Company issued 2,000,000 shares of common stock pursuant to an employment agreement having a fair value of $140,000 ($0.07/share) based upon fair value on the grant date.    (See Note 9(A)).

 

During June 2011, the Company issued 300,000 shares of common stock pursuant to    consulting agreements for consulting services having a fair value of $75,000 ($0.25/share) based upon fair value on the grant date (See Note 9(B)).

 

On June 15, 2011, the Company issued 15,980 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $1,598 ($0.10/share) based upon the terms of the consulting agreement (See Note 9(B)).

 

On July 1, 2011, the Company issued 6,500 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $520 ($0.08/share) based upon the terms of the consulting agreement (See Note 9(B)).

 

28
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED) 

 

On August 14, 2011, the Company issued 2,443 shares of common stock pursuant to two consulting agreements for consulting services having a fair value of $855 ($0.35/share) based upon the terms of the consulting agreements (See Note 9(B)).

 

On September 12, 2011, the Company issued 2,860 shares of common stock pursuant to two consulting agreements for consulting services having a fair value of $715 ($0.25/share) based upon the terms of the consulting agreements (See Note 9(B)).

 

On September 18, 2011, the Company issued 15,403 shares of common stock pursuant to two consulting agreements for consulting services having a fair value of $3,388 ($0.22/share) based upon the terms of the consulting agreements (See Note 9(B)).

 

On September 25, 2011, the Company issued 1,500 shares of common stock pursuant to two consulting agreements for consulting services having a fair value of $585 ($0.39/share) based upon the terms of the consulting agreements (See Note 9(B)).

 

During the three months ended September 30, 2011, the Company issued 50,482 shares of common stock pursuant to two consulting agreements for consulting services having a fair value of $5,048 ($0.10/share) based upon the terms of the consulting agreements (See Note 8(B)).

 

On September 19, 2011, the Company issued 100,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $23,000 ($0.23/share) based upon the terms of the consulting agreement (See Note 9(B)).

 

On September 21, 2011, the Company issued 400,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $100,000 ($0.25/share) based upon the terms of the consulting agreement (See Note 9(B)).

 

On September 24, 2011, the Company issued 100,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $33,000 ($0.33/share) based upon the terms of the consulting agreement (See Note 9(B)).

 

On September 27, 2011, the Company issued 100,000 shares of common stock pursuant to two consulting agreements for consulting services having a fair value of $39,000 ($0.22/share) based upon the terms of the consulting agreements (See Note 9(B)).

 

During October 2011, the Company issued 123,795 shares of common stock for services having a fair value of $58,184 ($0.47/share).

 

On October 28, 2011, the Company issued 100,000 shares of common stock for consulting services having a fair value of $88,000 ($0.88/share).

 

On November 18, 2011, the Company issued 100,000 shares of common stock for consulting services having a fair value of $70,000 ($0.70/share).

 

During December 2011, the Company issued 200,000 shares of common stock for services having a fair value of $108,000 ($0.54/share).

 

On December 18, 2011, the Company issued 100,000 shares of common stock for consulting services having a fair value of $50,000 ($0.50/share).

 

On January 25, 2012, the Company issued 733 shares of common stock pursuant to two consulting agreements for consulting services having a fair value of $455 ($0.62/share) based upon the terms of the consulting agreements (See Note 9(B)).

 

On March 14, 2012, the Company entered into a settlement agreement with a former employee with relation to the restriction on shares owned by the former employee.    The settlement agreement will lift the restriction on his 6 million shares, and thus agreed to allow the former employee to sell 250,000 of the Company stock per quarter for two years.    In addition, the Company settled a dispute over the termination of the employment agreement by agreeing to give the former employee an additional 150,000 shares to eliminate any dispute over anything owed under his old employment agreement.    He is not an affiliate, not an insider and not a 5% or greater shareholder.    For the year ended December 31, 2012, the Company issued 300,000 shares of common stock for consulting services having a fair value of $63,000 ($0.21/share), in relation to this settlement agreement.

 

On April 22, 2012, the Company issued 200,000 shares of common stock for services having a fair value of $60,000 ($0.30/share).

 

For the year ended December 31, 2012, the Company issued 250,000 shares of stock to an employee per an employment agreement dated June 11, 2012 having a fair value of $62,500 ($0.25/share) based upon the terms of the employment agreement (See Note 8(A)).

 

On August 3, 2012, the Company issued 3,000,000 shares of common stock at an offering price of $.30 per share in exchange for consulting services rendered having a fair value at the grant date of $960,000.    The Company will recognize the value of the shares over the life of the agreement.    As of December 31, 2013, the Company recognized $960,000 in expense and recorded deferred compensation of $0 (See Note 8(B)).

 

29
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED) 

 

On August 17, 2012, the Company issued 150,000 shares of common stock for consulting services having a fair value of $45,000 ($0.30/share).

 

On August 22, 2012, the Company issued 500,000 shares of common stock at an offering price of $.30 per share in exchange for consulting services rendered having a fair value at the grant date of $150,000.    The Company will recognize the value of the shares over the life of the agreement.    As of December 31, 2013, the Company recognized $81,250 in expenses and recorded deferred compensation of $68,750 (See Note 9(B)).

 

On October 31, 2012, the Company issued 60,000 shares of common stock for financing costs having a fair value of $20,400 ($0.34/share).

 

On January 1, 2013, the Company issued 300,000 shares of common stock for services having a fair value of $90,000 ($0.30/share).

 

For the year ended December 31, 2013, the Company issued 500,000 shares of common stock for services having a fair value of $125,000 ($0.25/share) in accordance with an employment agreement which stipulates a quarterly issuance of 125,000 shares.

 

For the year ended December 31, 2013, the Company issued 500,000 shares of common stock for services having a fair value of $127,500 ($0.26/share) in accordance with an employment agreement which stipulates a quarterly issuance of 125,000 shares.

 

On January 21, 2013, the Company issued 120,000 shares of common stock for services having a fair value of $32,400 ($0.27/share).

 

On January 30, 2013, the Company issued 250,000 shares of common stock for services to be performed over a period of six months having a fair value of $60,000 ($0.24/share), of which, $0 was included in deferred compensation as of December 31, 2013.

 

On March 1, 2013, the Company issued 500,000 shares of common stock for services having a fair value of $148,750 ($0.30/share).

 

On March 20, 2013, the Company issued 60,000 shares of common stock for services having a fair value of $15,000 ($0.25/share).

 

On March 21, 2013, the Company issued 8,000 shares of common stock for accrued interest having a fair value of $2,000 ($0.25/share).

 

On April 15, 2013, the Company issued 57,692 shares of common stock for services having a fair value of $15,000 ($0.26/share).

 

On May 20, 2013, the Company issued 26,087 shares of common stock for services having a fair value of $6,000 ($0.23/share).

 

On June 30, 2013, the Company issued 250,000 to shares of common stock for services having a fair value of $60,000 ($0.24/share).

 

On June 30, 2013, the Company issued 250,000 to shares of common stock for services having a fair value of $61,250 ($0.25/share).

 

On July 8, 2013, the Company issued 1,500,000 to shares of common stock for services having a fair value of $315,000 ($0.21/share).

 

On July 23, 2013, the Company issued 8,000 shares of common stock for accrued interest having a fair value of $1,648 ($0.21/share).

 

On October 14, 2013, the Company issued 8,000 shares of common stock for accrued interest having a fair value of $1,719 ($0.22/share).

 

On October 21, 2013, the Company issued 31,250 shares of common stock for services having a fair value of $7,813 ($0.25/share).

 

On December 26, 2013, the Company issued 50,000 shares of common stock for services having a fair value of $13,500 ($0.27/share).

 

On December 26, 2013, the Company issued 100,000 shares of common stock for services having a fair value of $23,000 ($0.23/share).

 

On December 26, 2013, the Company issued 110,101 shares of common stock in connection with a cashless exercise of warrants.    The number of warrants received was based on 190,000 warrants exercised using an average of five previous closing prices.

 

On December 1, 2013, the Company issued 250,000 shares of common stock for services having a fair value of $57,500 ($0.23/share).

 

In January 2014, the Company received 3,000,000 shares which were returned in connection with the cancellation of an endorsement agreement entered into on August 3, 2012 due to non-performance.  See note 9(B).

 

30
 

  

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

On March 31, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $31,250 ($0.25/share).

 

On March 31, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $31,875 ($0.255/share).

 

On March 31, 2014, the Company issued 100,000 shares of common stock for services having a fair value of $9,300 ($0.093/share).

 

On January 15, 2013, the Company entered into an agreement for legal services, pursuant to which the Company will pay $2,000 and issue 50,000 shares of common stock for the preparation, filing costs and fees of each provisional and regular patent application.  Through June 30, 2014, a total of 44 applications have been filed.  In connection with this agreement:

 

  ● On March 15, 2013, the Company issued 700,000 shares of common stock for legal services having a fair value of $182,000 ($0.26/share).

 

  ● On February 15, 2013, the Company issued 700,000 shares of common stock for legal services having a fair value of $173,600 ($0.25/share).

 

  ● On March 31, 2014, the Company issued 750,000 shares of common stock for services having a fair value of $126,000 ($0.168/share).

 

  ● On April 25, 2014, the Company issued 50,000 shares of common stock for services having a fair value of $5,500 ($0.11/share).

 

On March 25, 2014, the Company issued 8,000 shares of common stock for accrued interest having a fair value of $1,020 ($0.1275/share).

 

On April 24, 2014 the Company issued 200,000 shares of common stock having a fair value of $21,980 ($0.1099/share) in exchange for consulting services.

 

On June 30, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $31,250 ($0.25/share).

 

On June 30, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $31,250 ($0.26/share).

 

On June 30, 2014, the Company issued 750,000 shares of common stock for services having a fair value of $191,250 ($0.26/share).

 

On June 30, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $45,625 ($0.37/share).

 

On June 30, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $45,625 ($0.37/share).

 

On June 30, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $45,625 ($0.37/share).

 

On June 30, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $45,625 ($0.37/share).

 

(C) Common Stock Warrants

 

On December 30, 2009, the Company issued 500,000 warrants under a consulting agreement. The Company recognized an expense of $823,077 for the year ended December 31, 2009.    The Company recorded the fair value of the warrants    based on the fair value of each warrant grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2009, dividend yield of zero, expected volatility of 112.80%; risk-free interest rates of 1.65%, expected life of three years. The warrants vested immediately.      The warrants expire in three years from the date of issuance and have an exercise price of $0.52 per share.

 

On May 27, 2010, the Company issued 10,000 warrants under a consulting agreement. The Company recognized an expense of $1,782 for the year ended December 31, 2010.    The Company recorded the fair value of the warrants    based on the fair value of each warrant grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2010, dividend yield of zero, expected volatility of 152.80%; risk-free interest rates of 1.35%, expected life of three years. The warrants vested immediately.      The warrants expire in three years from the date of issuance and have an exercise price of $0.50 per share (See Note 9(B)).

  

31
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

On June 1, 2010, the Company issued 40,000 warrants under a consulting agreement. The Company recognized an expense of $7,184 for the year ended December 31, 2010.    The Company recorded the fair value of the warrants    based on the fair value of each warrant grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2010, dividend yield of zero, expected volatility of 145.70%; risk-free interest rates of 1.26%, expected life of three years.    The warrants vested immediately.    The warrants expire in three years from the date of issuance and have an exercise price of $0.50 per share (See Note 9(B)).

 

On July 23, 2010, the Company issued 10,000 warrants under a consulting agreement. The Company recognized an expense of $1,593 for the year ended December 31, 2010.    The Company recorded the fair value of the warrants    based on the fair value of each warrant grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2010, dividend yield of zero, expected volatility of 172.90%; risk-free interest rates of 0.94%, expected life of three years. The warrants vested immediately.      The warrants expire in three years from the date of issuance and have an exercise price of $0.50 per share (See Note 9(B)).

 

During the year ended December 31, 2010, the Company issued 1,200,000 warrants in conjunction with the sale of the Company stock (See Note 8(A)).

 

On September 2, 2011, the Company issued 955,800 warrants under consulting agreements. The Company recognized an expense of $248,498 for the year ended December 31, 2011.    The Company recorded the fair value of the warrants    based on the fair value of each warrant grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2011, dividend yield of zero, expected volatility of 461.11%; risk-free interest rates of 0.33%, expected life of three years. The warrants vested immediately.      The warrants expire in three years from the date of issuance and have an exercise price of $0.10 per share (See Note 9(B)).

 

On June 11, 2012, the Company issued 200,000 warrants under consulting agreements. The Company recognized an expense of $48,031 for the year ended December 31, 2012.    The Company recorded the fair value of the warrants    based on the fair value of each warrant grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2012, dividend yield of zero, expected volatility of 237.76%; risk-free interest rates of 0.19%, expected life of three years. The warrants vested immediately.      The warrants expire in three years from the date of issuance and have an exercise price of $0.25 per share (See Note 9(B)).

 

On January 1, 2013, the Company issued 500,000 warrants under consulting agreements. The Company recognized an expense of $84,028 for the year ended December 31, 2013.    The Company recorded the fair value of the warrants    based on the fair value of each warrant grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2013, dividend yield of zero, expected volatility of 140.30%; risk-free interest rates of 0.37%, expected life of three years. The warrants vested immediately.      The warrants expire in three years from the date of issuance and have an exercise price of $0.45 per share (See Note 9(B)).

 

On January 31, 2013 an individual exercised 430,800 of stock warrants at an exercise price of $0.10 per share for proceeds of $43,080.

 

On August 7, 2013, the Company issued 100,000 warrants for services rendered. The Company recognized compensation expense of $43,809 on the date of issuance with the offset being recorded to derivative liabilities since the Company applied the provisions of ASC No. 815, pertaining to the potential settlement in a variable amount of shares given the company’s shares are tainted.    The Company recorded the fair value of the warrants    based on the fair value of each warrant grant estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions, dividend yield of zero, expected volatility of 297%; risk-free interest rates of 0.61%, expected life of three years. The warrants vested immediately.      The warrants expire in three years from the date of issuance and have an exercise price of $0.40 per share (See Note 9(B)).

 

During the year ended December 31, 2013, the Company issued 2,000,000 warrants in connection with the entry into certain convertible debenture agreements. (See Note 6).

 

During the six months ended June 30, 2014, the Company issued 500,000 warrants in connection with the entry into certain convertible debenture agreements. (See Note 6).

 

32
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

The following tables summarize all warrant grants as of June 30, 2014, and the related changes during these periods are presented below:

 

   Number of Warrants  

Weighted Average

Exercise Price

  

Weighted Average

Remaining

Contractual Life

(in Year)

 
             
Balance, December 31, 2011   2,715,800   $0.36      
Granted   200,000    0      
Exercised               
Cancelled/Forfeited   (500,000)   0.52      
Balance, December 31, 2012   2,415,800    0.28    0.8 
Granted   2,600,000   $0.41      
Exercised   (620,800)  $0.07      
Cancelled/Forfeited   (1,260,000)  $0.50      
Balance, December 31, 2013   3,135,000   $0.37    2.2 
Granted   500,000   $0.40      
Exercised   -   $-      
Cancelled/Forfeited   -   $-      
Balance, June 30, 2014   3,635,000   $0.37    1.9 

 

A summary of all outstanding and exercisable warrants as of June 30, 2014 is as follows:

 

Exercise
Price		   Warrants
Outstanding		   Warrants
Exercisable		   Weighted Average
Remaining
Contractual Life		   Aggregate
Intrinsic Value		 
                       
$0.10    335,000    335,000    0.17   $- 
$0.25    200,000    200,000    0.95   $- 
$0.40    2,600,000    2,600,000    2.24   $- 
$0.45    500,000    500,000    1.51   $- 
                      
      3,635,000    3,635,000    1.9 years    - 

 

(D) Stock Split Effected in the Form of a Stock Dividend

 

On January 16, 2009, the Company's Board of Directors declared a four-for-one stock split to be effected in the form of a stock dividend.    The stock split was distributed on January 16, 2009 to shareholders of record.    A total of 136,713,000 shares of common stock were issued.    All basic and diluted loss per share and average shares outstanding information has been adjusted to reflect the aforementioned stock dividend.

 

(E) Amendment to Articles of Incorporation

 

On January 27, 2009, the Company amended its Articles of Incorporation to provide for an increase in its authorized share capital. The authorized capital stock increased to 250,000,000 common shares at a par value of $0.001 per share, and 10,000,000 preferred shares at a par value of $0.001 with class and series designations, voting rights, and relative rights and preferences to be determined by the Board of Directors of the Company from time to time.

 

On June 2, 2010, the Company amended its Articles of Incorporation to provide for an increase in its authorized share capital. The authorized capital stock increased to 295,000,000 common shares at a par value of $0.001 per share.

 

33
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

On September 20, 2010, the Company amended its Articles of Incorporation to provide for an increase in its authorized share capital and a change in the par value per share. The authorized capital stock increased to 400,000,000 common shares at a par value of $0.0001 per share.

 

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

 

(F) In Kind Contribution

 

During the fourth quarter of 2008, a former stockholder of the Company paid $4,400 of operating expenses on behalf of the Company.

 

During the fourth quarter of 2008, the principal stockholder contributed office space with a fair market value of $2,913 (See Note 10).

 

For the year ended December 31, 2009, the principal stockholder contributed office space with a fair market value of $12,600 (See Note 10).

 

For the year ended December 31, 2010, the principal stockholder contributed office space with a fair value of $9,450 (See Note 10).

 

(G) Share Conversion

 

On June 2, 2010, a principal stockholder converted $283,652 of accrued compensation into 945,507 shares of common stock at $0.30 per share (See Note 10).

 

On February 17, 2011, a principal stockholder converted $144,000 of accrued compensation into 1,309,091 shares of common stock at $0.11 per share (See Note 10).

 

On February 17, 2011, a principal stockholder converted $100,000 of a line of credit owed into 909,091 shares of common stock at $.011 per share (See Note 4 and Note 10).

 

On January 18, 2011, the Company entered into a conversion agreement executed by a note holder for 109,375 shares based on a conversion price of $0.032 per share (See Note 6).

 

On February 9, 2011, the Company entered into a conversion agreement executed by a note holder for 271,186 shares based on a conversion price of $0.0295 per share (See Note 6).

 

On February 15, 2011, the Company entered into a conversion agreement executed by a note holder for 357,143 shares based on a conversion price of $0.0336 per share (See Note 6).

 

On February 23, 2011, the Company entered into a conversion agreement executed by a note holder for 220,264 shares based on a conversion price of $0.0454 per share (See Note 6).

 

On April 11, 2011, the Company entered into a conversion agreement executed by a note holder for 587,382 shares based on a conversion price of $0.0315 per share (See Note 6).

 

On August 25, 2011, the Company entered into a conversion agreement executed by a note holder for 77,220 shares based on a conversion price of $0.1554 per share (See Note 6).

 

On August 30, 2011, the Company entered into a conversion agreement executed by a note holder for 96,220 shares based on a conversion price of $0.1455 per share (See Note 6).

 

On September 12, 2011, the Company entered into a conversion agreement executed by a note holder for 116,505 shares based on a conversion price of $0.1339 per share (See Note 6).

 

On September 14, 2012, the Company entered into a conversion agreement executed by a note holder for 528,035 shares based on a conversion price of $0.322 per share (See Note 6).

 

On September 21, 2012, the Company entered into a conversion agreement executed by a note holder for 72,385 shares based on a conversion price of $0.2763 per share (See Note 6).

 

On September 27, 2012, the Company entered into a conversion agreement executed by a note holder for 91,208 shares based on a conversion price of $0.2741 per share (See Note 6). 

 

34
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

On October 2, 2012, the Company entered into a conversion agreement executed by a note holder for 79,586 shares based on a conversion price of $0.2513 per share (See Note 6).

 

On October 3, 2012, the Company entered into a conversion agreement executed by a note holder for 119,379 shares based on a conversion price of $0.2513 per share (See Note 6).

 

On October 5, 2012, the Company entered into a conversion agreement executed by a note holder for 92,365 shares based on a conversion price of $0.27067 per share (See Note 6).

 

On October 9, 2012, the Company entered into a conversion agreement executed by a note holder for 48,454 shares based on a conversion price of $0.2394 per share (See Note 6).

 

On October 19, 2012, the Company entered into a conversion agreement executed by a note holder for 200,501 shares based on a conversion price of $0.1995 per share (See Note 6).

 

On November 1, 2012, the Company entered into a conversion agreement executed by a note holder for 101,678 shares based on a conversion price of $0.19670 per share (See Note 6).

 

On November 5, 2012, the Company entered into a conversion agreement executed by a note holder for 917,037 shares based on a conversion price of $0.18619 per share (See Note 6).

 

On November 14, 2012, the Company entered into a conversion agreement executed by a note holder for 111,029 shares based on a conversion price of $0.18013 per share (See Note 6).

 

On November 19, 2012, the Company entered into a conversion agreement executed by a note holder for 113,805 shares based on a conversion price of $0.18128 per share (See Note 6).

 

On November 19, 2012, the Company entered into a conversion agreement executed by a note holder for 150,000 shares based on a conversion price of $0.1764 per share (See Note 6).

 

On November 23, 2012, the Company entered into a conversion agreement executed by a note holder for 166,543 shares based on a conversion price of $0.18013 per share (See Note 6).

 

On December 12, 2012, the Company entered into a conversion agreement executed by a note holder for 180,000 shares based on a conversion price of $0.19151 per share (See Note 6).

 

On December 31, 2012, the Company entered into a conversion agreement executed by a note holder for 146,780 shares based on a conversion price of $0.17032 per share (See Note 6).

 

On January 7, 2013, the Company entered into a conversion agreement executed by a note holder for 147,754 shares based on a conversion price of $.1692 per share (See Note 6).

 

On January 9, 2013, the Company entered into a conversion agreement executed by a note holder for 92,194 shares based on a conversion price of $.1627 per share (See Note 6).

 

On January 15, 2013, the Company entered into a conversion agreement executed by a note holder for 134,229 shares based on a conversion price of $.149 per share (See Note 6).

 

On January 15, 2013, the Company entered into a conversion agreement executed by a note holder for 112,259 shares based on a conversion price of $.164733 per share (See Note 6).

 

On January 30, 2013, the Company entered into a conversion agreement executed by a note holder for 210,000 shares based on a conversion price of $.145369 per share (See Note 6).

 

On January 31, 2013, the Company entered into a conversion agreement executed by a note holder for 112,782 shares based on a conversion price of $.133 per share (See Note 6).

 

On February 1, 2013, the Company entered into a conversion agreement executed by a note holder for 173,370 shares based on a conversion price of $.14420 per share (See Note 6).

 

35
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

On February 11, 2013, the Company entered into a conversion agreement executed by a note holder for 138,696 shares based on a conversion price of $.14420 per share (See Note 6).

 

On February 14, 2013, the Company entered into a conversion agreement executed by a note holder for 185,293 shares based on a conversion price of $.13533 per share (See Note 6).

 

On February 21, 2013, the Company entered into a conversion agreement executed by a note holder for 104,445 shares based on a conversion price of $.1436 per share (See Note 6).


On February 26, 2013, the Company entered into a conversion agreement executed by a note holder for 100,000 shares based on a conversion price of $.14 per share (See Note 6).

 

On February 27, 2013, the Company entered into a conversion agreement executed by a note holder for 115,208 shares based on a conversion price of $.1302 per share (See Note 6).

 

On March 1, 2013, the Company entered into a conversion agreement executed by a note holder for 129,652 shares based on a conversion price of $.1388 per share (See Note 6).

 

On March 1, 2013, the Company entered into a conversion agreement executed by a note holder for 565,007 shares based on a conversion price of $.150885 per share (See Note 6).

 

On March 6, 2013, the Company entered into a conversion agreement executed by a note holder for 93,637 shares based on a conversion price of $.1388 per share (See Note 6).

 

On March 7, 2013, the Company entered into a conversion agreement executed by a note holder for 437,654 shares based on a conversion price of $.13323 per share (See Note 6).

 

On March 12, 2013, the Company entered into a conversion agreement executed by a note holder for 69,560 shares based on a conversion price of $.1575 per share (See Note 6).

 

On March 20, 2013, the Company entered into a conversion agreement executed by a note holder for 108,809 shares based on a conversion price of $.1302 per share (See Note 6).

 

On March 28, 2013, the Company entered into a conversion agreement executed by a note holder for 58,013 shares based on a conversion price of $.1379 per share (See Note 6).

 

On April 8, 2013, the Company entered into a conversion agreement executed by a note holder for 181,291 shares based on a conversion price of $.1379 per share (See Note 6).

 

On April 12, 2013, the Company entered into a conversion agreement executed by a note holder for 549,173 shares based on a conversion price of $.155302 per share (See Note 6).

 

On April 15, 2013, the Company entered into a conversion agreement executed by a note holder for 224,048 shares based on a conversion price of $.1339 per share (See Note 6).

 

On April 16, 2013, the Company entered into a conversion agreement executed by a note holder for 261,389 shares based on a conversion price of $.1339 per share (See Note 6).

 

On April 18, 2013, the Company entered into a conversion agreement executed by a note holder for 205,353 shares based on a conversion price of $.14609 per share (See Note 6).

 

On April 30, 2013, the Company entered into a conversion agreement executed by a note holder for 146,370 shares based on a conversion price of $.17080 per share (See Note 6).

 

On May 1, 2013, the Company entered into a conversion agreement executed by a note holder for 350,000 shares based on a conversion price of $.162167 per share (See Note 6).

 

On May 10, 2013, the Company entered into a conversion agreement executed by a note holder for 175,644 shares based on a conversion price of $.1708 per share (See Note 6).

 

On May 23, 2013, the Company entered into a conversion agreement executed by a note holder for 195,993 shares based on a conversion price of $.1530667 per share (See Note 6).

 

36
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

On May 31, 2013, the Company entered into a conversion agreement executed by a note holder for 400,000 shares based on a conversion price of $.144667 per share (See Note 6).

 

On June 5, 2013, the Company entered into a conversion agreement executed by a note holder for 182,167 shares based on a conversion price of $.1435 per share (See Note 6).

 

On June 5, 2013, the Company entered into a conversion agreement executed by a note holder for 187,547 shares based on a conversion price of $.1333 per share (See Note 6).

 

On June 10, 2013, the Company entered into a conversion agreement executed by a note holder for 226,929 shares based on a conversion price of $.1322 per share (See Note 6).

 

On June 11, 2013, the Company entered into a conversion agreement executed by a note holder for 201,513 shares based on a conversion price of $.1322 per share (See Note 6).

 

On June 17, 2013, the Company entered into a conversion agreement executed by a note holder for 146,771 shares based on a conversion price of $.1362667 per share (See Note 6).

 

On June 21, 2013, the Company entered into a conversion agreement executed by a note holder for 224,383 shares based on a conversion price of $.1337 per share (See Note 6).

 

On June 26, 2013, the Company entered into a conversion agreement executed by a note holder for 300,000 shares based on a conversion price of $.1225 per share (See Note 6).

 

On July 1, 2013, the Company entered into a conversion agreement executed by a note holder for 251,608 shares based on a conversion price of $0.119233 per share (See Note 6).

 

On July 2, 2013, the Company entered into a conversion agreement executed by a note holder for 655,922 shares based on a conversion price of $0.12915 per share (See Note 6).

 

On July 2, 2013, the Company entered into a conversion agreement executed by a note holder for 787,700 shares based on a conversion price of $0.12915 per share (See Note 6).

 

On July 2, 2013, the Company entered into a conversion agreement executed by a note holder for 644,002 shares based on a conversion price of $0.13025 per share (See Note 6).

 

On July 2, 2013, the Company entered into a conversion agreement executed by a note holder for 1,503,816 shares based on a conversion price of $0.13025 per share (See Note 6).

 

On July 8, 2013, the Company entered into a conversion agreement executed by a note holder for 325,910 shares based on a conversion price of $0.122733 per share (See Note 6).

 

On July 11, 2013, the Company entered into a conversion agreement executed by a note holder for 197,940 shares based on a conversion price of $0.119 per share (See Note 6).

 

On July 24, 2013, the Company entered into a conversion agreement executed by a note holder for 140,400 shares based on a conversion price of $0.14245 per share (See Note 6).

 

On August 1, 2013, the Company entered into a conversion agreement executed by a note holder for 247,336 shares based on a conversion price of $0.13790 per share (See Note 6).

 

On August 7, 2013, the Company entered into a conversion agreement executed by a note holder for 623,640 shares based on a conversion price of $0.13790 per share (See Note 6).

 

On August 19, 2013, the Company entered into a conversion agreement executed by a note holder for 110,000 shares based on a conversion price of $0.1388 per share (See Note 6).

 

On August 26, 2013, the Company entered into a conversion agreement executed by a note holder for 106,158 shares based on a conversion price of $0.1437 per share (See Note 6).

 

37
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

On August 27, 2013, the Company entered into a conversion agreement executed by a note holder for 250,000 shares based on a conversion price of $0.152600 per share (See Note 6).

 

On September 3, 2013, the Company entered into a conversion agreement executed by a note holder for 195,822 shares based on a conversion price of $0.1532 per share (See Note 6).

 

On September 6, 2013, the Company entered into a conversion agreement executed by a note holder for 172,176 shares based on a conversion price of $0.1452 per share (See Note 6).

 

On September 10, 2013, the Company entered into a conversion agreement executed by a note holder for 196,292 shares based on a conversion price of $0.152833 per share (See Note 6).

 

On September 11, 2013, the Company entered into a conversion agreement executed by a note holder for 71,023 shares based on a conversion price of $0.1408 per share (See Note 6).

 

On September 19, 2013, the Company entered into a conversion agreement executed by a note holder for 205,714 shares based on a conversion price of $0.145834 per share (See Note 6).

 

On September 27, 2013, the Company entered into a conversion agreement executed by a note holder for 189,780 shares based on a conversion price of $0.147047 per share (See Note 6).

 

On October 1, 2013, the Company entered into a conversion agreement executed by a note holder for 135,685 shares based on a conversion price of $0.1475 per share (See Note 6).

 

On October 1, 2013, the Company entered into a conversion agreement executed by a note holder for 240,000 shares based on a conversion price of $0.1458 per share (See Note 6).

 

On October 7, 2013, the Company entered into a conversion agreement executed by a note holder for 337,990 shares based on a conversion price of $0.1486 per share (See Note 6).

 

On October 9, 2013, the Company entered into a conversion agreement executed by a note holder for 467,394 shares based on a conversion price of $0.138 per share (See Note 6).

 

On October 17, 2013, the Company entered into a conversion agreement executed by a note holder for 297,810 shares based on a conversion price of $0.1486 per share (See Note 6).

 

On October 21, 2013, the Company entered into a conversion agreement executed by a note holder for 198,719 shares based on a conversion price of $0.1530 per share (See Note 6).

 

On October 24, 2013, the Company entered into a conversion agreement executed by a note holder for 310,143 shares based on a conversion price of $0.141 per share (See Note 6).

 

On October 30, 2013, the Company entered into a conversion agreement executed by a note holder for 250,716 shares based on a conversion price of $0.1473 per share (See Note 6).

 

On November 4, 2013, the Company entered into a conversion agreement executed by a note holder for 70,000 shares based on a conversion price of $0.1461 per share (See Note 6).

 

On November 25, 2013, the Company entered into a conversion agreement executed by a note holder for 70,000 shares based on a conversion price of $0.1398 per share (See Note 6).

 

On November 8, 2013, the Company entered into a conversion agreement executed by a note holder for 207,006 shares based on a conversion price of $0.1459 per share (See Note 6).

 

On November 22, 2013, the Company entered into a conversion agreement executed by a note holder for 279,353 shares based on a conversion price of $0.14 per share (See Note 6).

 

On November 25, 2013, the Company entered into a conversion agreement executed by a note holder for 392,593 shares based on a conversion price of $0.15 per share (See Note 6).

 

On December 2, 2013, the Company entered into a conversion agreement executed by a note holder for 254,237 shares based on a conversion price of $0.13986 per share (See Note 6).

 

38
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

On December 18, 2013, the Company entered into a conversion agreement executed by a note holder for 241,935 shares based on a conversion price of $0.1503 per share (See Note 6).

 

On December 18, 2013, the Company entered into a conversion agreement executed by a note holder for 310,752 shares based on a conversion price of $0.161 per share (See Note 6).

 

On December 23, 2013, the Company entered into a conversion agreement executed by a note holder for 328,731 shares based on a conversion price of $0.1521 per share (See Note 6).

 

On December 30, 2013, the Company entered into a conversion agreement executed by a note holder for 344,115 shares based on a conversion price of $0.1454 per share (See Note 6).

 

On December 31, 2013, the Company entered into a conversion agreement executed by a note holder for 262,605 shares based on a conversion price of $0.1345 per share (See Note 6).

 

On January 3, 2014, the Company entered into a conversion agreement executed by a note holder for 352,734 shares based on a conversion price of $0.142125 per share (See Note 6).

 

On January 7, 2014, the Company entered into a conversion agreement executed by a note holder for 360,490 shares based on a conversion price of $0.1388 per share (See Note 6).

 

On January 15, 2014, the Company entered into a conversion agreement executed by a note holder for 505,050 shares based on a conversion price of $0.1325 per share (See Note 6).

 

On January 21, 2014, the Company entered into a conversion agreement executed by a note holder for 646,465 shares based on a conversion price of $0.1268 per share (See Note 6).

 

On January 7, 2014, the Company entered into a conversion agreement executed by a note holder for 300,000 shares based on a conversion price of $0.1295 per share (See Note 6).

 

On January 8, 2014, the Company entered into a conversion agreement executed by a note holder for 80,109 shares based on a conversion price of $0.1268 per share (See Note 6).

 

On January 29, 2014, the Company entered into a conversion agreement executed by a note holder for 93,591 shares based on a conversion price of $0.1127 per share (See Note 6).

 

On February 5, 2014, the Company entered into a conversion agreement executed by a note holder for 266,599 shares based on a conversion price of $0.0996 per share (See Note 6).

 

On February 11, 2014, the Company entered into a conversion agreement executed by a note holder for 496,278 shares based on a conversion price of $0.1008 per share (See Note 6).

 

On February 12, 2014, the Company entered into a conversion agreement executed by a note holder for 67,340 shares based on a conversion price of $0.099 per share (See Note 6).

 

On February 12, 2014, the Company entered into a conversion agreement executed by a note holder for 44,893 shares based on a conversion price of $0.099 per share (See Note 6).

 

On February 14, 2014, the Company entered into a conversion agreement executed by a note holder for 477,897 shares based on a conversion price of $0.0847 per share (See Note 6).

 

On February 18, 2014, the Company entered into a conversion agreement executed by a note holder for 511,771 shares based on a conversion price of $0.0978 per share (See Note 6).

 

On February 18, 2014, the Company entered into a conversion agreement executed by a note holder for 110,943 shares based on a conversion price of $0.13 per share (See Note 6).  Given the conversion occurred subsequent to the maturity date of the note, the Company recorded a $4,423 loss on conversion.

 

39
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

On February 19, 2014, the Company entered into a conversion agreement executed by a note holder for 147,929 shares based on a conversion price of $0.0910 per share (See Note 6). Conversion related to penalty fees incurred totaling $6,583.

 

On February 24, 2014, the Company entered into a conversion agreement executed by a note holder for 580,645 shares based on a conversion price of $0.0818 per share (See Note 6).

 

On February 27, 2014, the Company entered into a conversion agreement executed by a note holder for 196,592 shares based on a conversion price of $0.12 per share (See Note 6).  Given the conversion occurred subsequent to the maturity date of the note, the Company recorded a $8,591 loss on conversion.

 

On February 28, 2014, the Company entered into a conversion agreement executed by a note holder for 250,000 shares based on a conversion price of $0.0763 per share (See Note 6).  Conversion related to penalty fees incurred totaling $6,113.

 

On March 3, 2014, the Company entered into a conversion agreement executed by a note holder for 612,745 shares based on a conversion price of $0.0817 per share (See Note 6).

 

On March 4, 2014, the Company entered into a conversion agreement executed by a note holder for 339,940 shares based on a conversion price of $0.0686 per share (See Note 6).

 

On March 6, 2014, the Company entered into a conversion agreement executed by a note holder for 631,313 shares based on a conversion price of $0.0792 per share (See Note 6).

 

On March 12, 2014, the Company entered into a conversion agreement executed by a note holder for 851,426 shares based on a conversion price of $0.0784 per share (See Note 6).

 

On March 13, 2014, the Company entered into a conversion agreement executed by a note holder for 352,801 shares based on a conversion price of $0.07 per share (See Note 6).  Conversion related to penalty fees incurred totaling $9,580.

 

On March 19, 2014, the Company entered into a conversion agreement executed by a note holder for 229,753 shares based on a conversion price of $0.09 per share (See Note 6).  Given the conversion occurred subsequent to the maturity date of the note, the Company recorded a $6,795 loss on conversion.

 

On March 24, 2014, the Company entered into a conversion agreement executed by a note holder for 1,260,835 shares based on a conversion price of $0.0705 per share (See Note 6).

 

On March 31, 2014, the Company entered into a conversion agreement executed by a note holder for 1,002,999 shares based on a conversion price of $0.0658 per share (See Note 6).

 

On April 1, 2014, the Company entered into a conversion agreement executed by a note holder for 3,134,751 shares based on a conversion price of $0.0705 per share (See Note 6).

 

On April 3, 2014, the Company entered into a conversion agreement executed by a note holder for 1,503,382 shares based on a conversion price of $0.0665 per share (See Note 6).

 

On April 7, 2014, the Company entered into a conversion agreement executed by a note holder for 621,227 shares based on a conversion price of $0.0611 per share (See Note 6).

 

On April 18, 2014, the Company entered into a conversion agreement executed by a note holder for 652,529 shares based on a conversion price of $0.0613 per share (See Note 6).

 

On April 23, 2014, the Company entered into a conversion agreement executed by a note holder for 118,062 shares based on a conversion price of $0.0681 per share (See Note 6).

 

On April 24, 2014, the Company entered into a conversion agreement executed by a note holder for 864,304 shares based on a conversion price of $0.05785 per share (See Note 6).

 

On April 24, 2014, the Company entered into a conversion agreement executed by a note holder for 719,171 shares based on a conversion price of $0.0579 per share (See Note 6).

 

40
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

On May 8, 2014, the Company entered into a conversion agreement executed by a note holder for 222,064 shares based on a conversion price of $0.0563 per share (See Note 6).

 

On May 14, 2014, the Company entered into a conversion agreement executed by a note holder for 540,655 shares based on a conversion price of $0.0555 per share (See Note 6).

 

On May 15, 2014, the Company entered into a conversion agreement executed by a note holder for 763,942 shares based on a conversion price of $0.06545 per share (See Note 6).

 

On May 20, 2014, the Company entered into a conversion agreement executed by a note holder for 507,292 shares based on a conversion price of $0.0561 per share (See Note 6).

 

On May 22, 2014, the Company entered into a conversion agreement executed by a note holder for 535,628 shares based on a conversion price of $0.056 per share (See Note 6).

 

On May 28, 2014, the Company entered into a conversion agreement executed by a note holder for 103,842 shares based on a conversion price of $0.0642 per share (See Note 6).

 

On May 30, 2014, the Company entered into a conversion agreement executed by a note holder for 350,177 shares based on a conversion price of $0.057114 per share (See Note 6).

 

On June 9, 2014, the Company entered into a conversion agreement executed by a note holder for 314,842 shares based on a conversion price of $0.0611 per share (See Note 6).

 

On June 10, 2014, the Company entered into a conversion agreement executed by a note holder for 550,000 shares based on a conversion price of $0.062627 per share (See Note 6).

 

On June 10, 2014, the Company entered into a conversion agreement executed by a note holder for 162,338 shares based on a conversion price of $0.0616 per share (See Note 6).

 

On June 16, 2014, the Company entered into a conversion agreement executed by a note holder for 469,366 shares based on a conversion price of $0.063916 per share (See Note 6).

 

On June 17, 2014, the Company entered into a conversion agreement executed by a note holder for 635,930 shares based on a conversion price of $0.0629 per share (See Note 6).

 

On June 19, 2014, the Company entered into a conversion agreement executed by a note holder for 818,331 shares based on a conversion price of $0.0611 per share (See Note 6).

 

On June 23, 2014, the Company entered into a conversion agreement executed by a note holder for 725,000 shares based on a conversion price of $0.06 per share (See Note 6).

 

On June 30, 2014, the Company entered into a conversion agreement executed by a note holder for 465,954 shares based on a conversion price of $0.0561 per share (See Note 6).

 

(H) Share Exchange

 

On May 11, 2010, the Company acquired the rights to an audio technology known as Max Audio Technology (Max) through a share exchange, whereby the Company issued 30,000,000 shares of common stock to two individuals in exchange for their rights in Max having a value of $7,500,000 based upon recent market value ($0.25/share) (See Note 8(B)).

 

On January 17, 2011, the Company acquired the rights to software technology known as Blog Software, Social Media Vault, Social Media Bar and Trending Topix (BSST) through a share exchange, whereby the Company issued 3,000,000 shares of common stock to two individuals in exchange for their rights to BSST having a value of $300,000 based upon recent market value ($0.10/share).

 

41
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

On November 15, 2012, the Company acquired the rights to an audio technology known as Liquid Spins, Inc. through a share exchange, whereby the Company issued 24,752,475 shares of common stock for their rights in Liquid Spins technology and other assets having a value of $10,000,000 based upon recent market value ($0.404/share).    The following assets were acquired in the transaction:

 

   

6 Months Ended

June 30,

2014

    

Year Ended
December 31,

2013

  
             
Goodwill at fair value, Opening Balance   $ 9,303,679     $ 9,655,588  
                 
Consideration transferred at fair value:                
 Common stock - 24,752,475 Shares     -       -  
                 
Net assets acquired:                
Current assets     -       -  
Cash     -       8,011  
 Total net assets acquired     -       8,011  
                 
Amortization     (482,779 )     (343,898 )
                 
Goodwill at fair value, Ending Balance   $ 8,820,900     $ 9,303,679  

 

During the year ended December 31, 2013, the Company received an additional $8,011 related to the acquisition which reduced the carrying value of the goodwill as of December 31, 2013.  For the year ended December 31, 2013, the Company recorded $343,898 of amortization expense.

 

For the six months ended June 30, 2014 and 2013, the Company recorded $482,779 and $0, respectively, of amortization expense.

 

(I) Stock Options

 

On January 17, 2011, the Company issued 12,000,000 options to buy common shares of the Company's stock at $0.12 per share, good for three years, to its new CEO pursuant to an employment agreement.    The Company recognized an expense of $1,199,794 for the year ended December 31, 2011.    The Company recorded the fair value of the options    based on the fair value of each option grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2010; dividend yield of zero, expected volatility of 436.04%, risk-free interest rates of 1.00%, expected life of three years.

 

On June 14, 2013, the Company amended the terms of 12,000,000 fully vested stock options held by the chief financial officer of the Company.    In connection with the modification, the Company extended the expiration date of the stock options by 2 years.

 

The extension is considered a modification for which incremental compensation cost was recognized as the excess of the fair value of the modified award over the fair value of the original award immediate before its terms are modified which was calculated to be $994,141, using the Black-Scholes valuation model.      The fair value was based upon the following management assumptions:

 

Expected dividends     0 %
Expected volatility     299 %
Expected term:   2.59 years  
Risk free interest rate     0.49 %

 

On January 1, 2013, the Company issued 700,000 options to buy common shares of the Company's stock at $0.50 per share, good for three years, to the Chief Technical Officer pursuant to an amended employment agreement dated December 31, 2012. The Company recognized an expense of $115,288 for the year ended December 31, 2013. The Company recorded the fair value of the options based on the fair value of each option grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2013; dividend yield of zero, expected volatility of 140.3%, risk-free interest rates of .37%, expected life of three years.

 

42
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

The following tables summarize all option grants as of June 30, 2014, and the related changes during these periods are presented below:

 

   Number of Options   Weighted Average Exercise Price   Weighted Average Remaining Contractual Life (in Years) 
Outstanding - December 31, 2010   -   $-    - 
Granted   12,000,000    0.120      
Exercised   .    -      
Forfeited or Canceled   -    -      
Outstanding - December 31, 2011   12,000,000    0.12    2.05 
Granted   .    -    - 
Exercised   -    -    - 
Forfeited or Canceled   -    -    - 
Outstanding - December 31, 2012   12,000,000    0.12    1.04 
Granted   700,000   $0.500    3.00 
Exercised   -    -    - 
Forfeited or Canceled   -    -    - 
Outstanding - December 31, 2013   12,700,000    0    2 
Granted   -   $-    - 
Exercised   -    -    - 
Forfeited or Canceled   -    -    - 
Outstanding - June 30, 2014   12,700,000    0.14    1.55 
Exercisable - June 30, 2014   12,700,000           

 

NOTE 9         COMMITMENTS

 

(A) Employment Agreement

 

On October 13, 2008, the Company executed an employment agreement with its President and CEO. The term of the agreement is for ten years. As compensation for services, the President will receive a monthly compensation of $18,000 beginning October 13, 2008. In addition, to the base salary, the employee is entitled to receive a 10% commission of all sales of the Corporation. The agreement also called for the employee to receive health benefits. In January of 2011, the President/CEO resigned and was appointed Chairman and CFO. For the year ended December 31, 2012, the Company recorded $216,000 in compensation expense (See Note 10). In May of 2013, the Company amended the agreement for the Chairman and CFO to receive monthly compensation of $24,000 beginning May 1, 2013.

 

On January 17, 2011, the Company executed an employment agreement with an executive to be the President and CEO for five years.    As compensation for services, the executive will receive a monthly compensation of $8,000 beginning after the completion of at least one million dollars of new funding to the Corporation or can be paid as commissions from sales brought to the Company, whichever comes first. In addition to the base salary, the employee is entitled to receive a 20% commission of all sales the executive is directly responsible for bringing to the Company.    The agreement also calls for the executive to receive, upon execution of the agreement, three million shares of Rule 144 common stock and twelve million options, which are good for three years, to buy shares of Rule 144 common stock at $0.12/share.    As a supplement to the agreement, on February 4, 2011, the executive received an additional twenty million common shares directly from the Chairman of the Company.    On August 25, 2011, the agreement was updated to increase the monthly compensation to $12,000 per month beginning September 1, 2011, terminate the initial 20% commission on sales and to add a commission on sales equal to 10% of gross quarterly profits.    The agreement also called for the employee to receive health benefits (See Note 8(B) and 8(I)).    In May of 2013, the Company amended the agreement for the President and CEO to receive monthly compensation of $18,000 beginning May 1, 2013.

 

On May 17, 2011, the Company executed an employment agreement with its Chief Internet Officer (“CIO”).    The term of the agreement is for five years.    As compensation for services, the CIO will receive a monthly compensation of $9,000 beginning at the completion of at least one million dollars of new funding.    In addition to the base salary, the employee is entitled to receive health benefits.    The agreement also calls for the CIO to receive two million shares of Rule 144 common stock upon the execution of the agreement.    On August 25, 2011, the agreement was updated to increase the monthly compensation to $12,000 per month beginning October 1, 2011.    (See Note 8(B)).

 

43
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

On October 1, 2011, the Company executed an employment agreement with its Chief Technical Officer (“CTO”).   The term of the agreement is for five years.   As compensation for services, the CTO will receive a monthly compensation of $10,000, monthly commission equal to 5% of all profits derived from the sales of all products and services related to Max Sound, and an annual bonus of 5% of all profits derived from the sales of all products and services related to Max Sound that is over one million dollars.   In addition to the base salary, the employee is entitled to receive health benefits.  Effective January 1, 2012, the Company increased the monthly compensation to $12,000.   On December 31, 2012 the Company amended the agreement that effective January 1, 2013 the CTO will receive 300,000 shares of common stock and 700,000 three year options at 50 cents per share.

 

On June 11, 2012, the Company executed an employment agreement with its Senior Audio Engineer.   The term of the agreement is for five years.   As compensation for services, the Engineer will receive a monthly compensation of $6,000 beginning July 1, 2012.  In addition to the base salary, the employee is entitled to receive health benefits, and the employee will receive 1,000,000 shares of common stock payable in 125,000 increments per quarter beginning on July 1, 2012.   As of June 30, 2014, all shares have been issued.

 

On November 26, 2012, the Company executed an employment agreement with its VP of Music Development. . The term of the agreement is for two years.   As compensation for services, the VP will receive a monthly compensation of $7,000.    In addition, the employee will receive up to 1,000,000 shares of common stock payable in lots of 125,000 per quarter beginning on December 1, 2012.    In addition, the employee is entitled to a monthly commission equal to 5% of all profits from any sales of music from Liquid Spins that employee is directly responsible for bringing to the Company.   As of January 1, 2014 the employee received 625,000 shares with a fair value of $228,125.  As of February 3, 2014, the employee was terminated with no additional compensation owed.

 

On November 26, 2012, the Company executed an employment agreement with its VP of Music Entertainment. The term of the agreement is for two years.   As compensation for services, the VP will receive a monthly compensation of $8,000.   In addition, the employee will receive up to 1,000,000 shares of common stock payable in lots of 125,000 per quarter beginning on December 1, 2012.   In addition, the employee is entitled to a monthly commission equal to 5% of all profits from any sales of music from Liquid Spins that employee is directly responsible for bringing to the Company.   As of June 30, 2014 the employee received 875,000 shares with a fair value of $319,375.

 

On January 9, 2013, the Company executed an employment agreement with its Director of New Business Development. The term of the agreement is for three years.   As compensation for services, the Director will receive a monthly compensation of $10,000.   Upon the first million dollars in gross sales the salary will increase to $12,000 per month.  In addition, the Director will receive up to 1,000,000 shares of common stock payable in lots of 125,000 per quarter beginning on January 1, 2013.    Also, employee for the first eight quarters of employment has a right to earn 125,000 additional 3 year stock options with a strike price of $0.50 per share as follows:

 

  ● For each million of new gross sales - 125,000 additional 3-year stock options with a strike price of $.50 per share.

 

(B) Consulting Agreement

 

On January 19, 2009, the Company entered into a development services agreement to construct social network software for a fee of $150 and $375 an hour.    The contract will remain in place until either party desires to cancel.    A retainer fee of $20,000 has been paid upon the execution of the agreement and will be used towards the services provided.    In addition, on January 14, 2009 the Company issued 20,000 shares in exchange for services valued at $5,000 ($0.25/share).  As a result of the forward split, the 20,000 shares were increased to 80,000 shares and its purchase price was similarly adjusted to $0.0625 (See Note 7(B) and Note 7(D)).    On May 29, 2009, the Company amended the consulting agreement by reducing the hourly rate to $75 an hour and reducing the outstanding balance due by $17,163. On August 31, 2009, the Company issued 885,714 shares of common stock in exchange for services valued at $62,000 related to the development services agreement entered into on January 19, 2009.   Based on the most recent fair market value at that time, the shares were valued at $55,357 ($0.0625/share), resulting in the recognition of a gain on the extinguishment of debt of $6,643 (See Note 8(B)).

 

On January 20, 2009, the Company entered into a service agreement with a transfer agent to become the Company's transfer agent for the purpose of maintaining stock ownership and transfer records for the Company.

 

On September 17, 2009, the Company entered into a six month consulting agreement with an unrelated third party to provide public relations services.    In exchange for the services provided, on September 18, 2009 the Company issued 500,000 shares of common stock having a fair value of $175,000 ($0.35/share) based upon fair value on the date of grant.    The Company has an option to cancel the contract during the first ninety days of the agreement and 200,000 shares will be returned back to the Company.    On November 11, 2009, the Company cancelled the agreement and 300,000 shares of common stock were returned to the Company.      As of December 31, 2009, $70,000 is recorded as consulting expense and $105,000 of deferred compensation was reclassified to $0 (See Note 8(B)).

 

44
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

On September 18, 2009, the Company entered into a six month consulting agreement with an unrelated third party to provide public relations services.    In exchange for the services provided the Company issued 600,000 shares of common stock having a fair value of $210,000 ($0.35/share) based upon fair value on the date of grant.    Shares will be issued on or before December 18, 2009 in six 100,000 increments.    The Company has an option to cancel the contract at any time, in such event; the consultant will return a prorated amount of shares based on the months remaining in the consulting agreement.      On November 18, 2009, the Company cancelled the agreement and 400,000 shares of common stock were returned to the Company.    As of December 31, 2009, $70,000 is recorded as consulting expense and $140,000 of deferred compensation was reclassified to $0 (See Note 8(B)).

 

On September 21, 2009, the Company entered into an eight month consulting agreement with an unrelated third party to provide public relations services.    In exchange for the services provided, the Company issued 600,000 shares of common stock having a fair value of $210,000 ($0.35/share) based upon fair value on the date of grant.    Shares will be issued on or before September 18, 2009, December 18, 2009, and March 18, 2010, in 200,000 increments.    The Company has an option to cancel the contract at any time and no additional stock issuances will be due.    On December 18, 2009, the Company cancelled the agreement and 400,000 shares of common stock were returned to the Company.    As of December 31, 2009, $70,000 is recorded as consulting expense and $140,000 of deferred compensation was reclassified to $0 (See Note 8(B)).

 

On October 20, 2009, the Company entered into a marketing agreement with an unrelated third party.    In exchange for the services provided, on November 21, 2009, the Company issued 30,000 shares of common stock having a fair value $53,100 ($1.77/share) based upon fair value on the date of grant, and compensation of $5,000, of which $2,500 was paid in 2009 upon the execution of the agreement and the remaining $2,500 was paid in 2010 upon completion (See Note 8(B)).

 

During the months of November and December 2009, the Company entered into celebrity endorsement agreements for a period of one to two years of service.    In total, 1,710,000 shares of common stock were issued having a fair value of $3,285,400 based upon fair value on the respective date of grant.    During 2009 and 2010, $87,805 and $1,712,815 was recorded as consulting expense, respectively.    For the year ended December 31, 2011, $1,484,780 is recorded as consulting expense, and $0 is recorded as deferred compensation (See Note 8(B)).

 

On December 3, 2009, the Company entered into a commission agreement with an unrelated third party.    The company will pay a 10% commission in shares of common stock for every passive endorsement.    In exchange for the services provided the Company issued 35,000 shares of common stock having a fair value $68,250 ($1.95/share) based upon fair value on the date of grant (See Note 8(B)).

 

On December 3, 2009, the Company entered into a commission agreement with an unrelated third party.    The company will pay a 10% commission in shares of common stock for every passive endorsement.    In exchange for the services provided the Company issued 240,000 shares of common stock having a fair value $468,000 ($1.95/share) based upon fair value on the date of grant (See Note 8(B)).

 

On December 3, 2009, the Company entered into a commission agreement with an unrelated third party.    The company will pay a 10% commission in shares of common stock for every passive endorsement.    In exchange for the services provided the Company issued 35,000 shares of common stock having a fair value $68,250 ($1.95/share) based upon fair value on the date of grant (See Note 8(B)).

 

On December 3, 2009, the Company entered into a commission agreement with an unrelated third party.    The company will pay a 10% commission in shares of common stock for every passive endorsement.    In exchange for the services provided the Company issued 10,000 shares of common stock having a fair value $19,500 ($1.95/share) based upon fair value on the date of grant (See Note 8(B)).

 

On December 15, 2009, the Company entered into a consulting agreement with an unrelated third party to provide investor services.    The Company will receive a 10% of the gross receipts from the investor relations revenue for a two year period.    In exchange for the satisfactory services provided, on December 15, 2009, the Company issued 100,000 shares of common stock having a fair value of $200,000 ($2/share) based upon fair value on the date of grant (See Note 8(B)).

 

On December 27, 2009, the Company entered into a consulting agreement with an unrelated third party to provide film work.    In exchange for the services provided the Company issued 10,000 shares of common stock having a fair value $19,400 ($1.94/share) based upon fair value on the date of grant (See Note 8(B)).

 

On December 27, 2009, the Company entered into an endorsement agreement with an unrelated third party to provide film work.    In exchange for the services provided the Company issued 10,000 shares of common stock having a fair value $19,400 ($1.94/share) based upon fair value on the date of grant (See Note 7(B)).

 

45
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

On December 27, 2009, the Company entered into a consulting agreement with an unrelated third party to provide film scripting, editing and production work.    In exchange for the services provided the Company issued 10,000 shares of common stock having a fair value $19,400 ($1.94/share) based upon fair value on the date of grant (See Note 8(B)).

 

On December 30, 2009, the Company entered into a marketing agreement with an unrelated third party for a period from January 2010 to December 2010.    In exchange for the services provided, the Company issued 500,000 shares of common stock having a fair value of $965,000 ($1.93/share) based upon fair value on the date of grant.    An additional 1,000,000 shares of common stock having a fair value of $1,930,000 ($1.93/share) based upon fair value on the date of grant were issued for an additional sponsorship commitment. The additional 1,000,000 shares were to be held in escrow until June 30, 2010, at which point the unrelated party would have 15 days to accept or decline the additional shares.      As of December 31, 2010, the shares were returned back to the Company’s treasury due to non-performance of services and no additional shares will be issued (See Note 8(B)).

 

On December 31, 2009, the Company entered into a consulting agreement with an unrelated third party for a period from December 31, 2009 through March 30, 2011.    In exchange for the services provided, the Company issued 75,000 shares of common stock having a fair value of $144,750 ($1.93/share) based upon fair value on the date of grant, and deliverable in three increments of 25,000 shares of common stock each. The first 25,000 shares will be delivered upon the execution of the agreement and the other two increments will be delivered in six and twelve months upon the successful fulfillment of the agreement (See Note 8(B)).

 

On December 31, 2009, the Company entered into a consulting agreement with an unrelated third party for a period from December 31, 2009 through March 30, 2011.    In exchange for the services provided, the Company issued 75,000 shares of common stock having a fair value of $144,750 ($1.93/share) based upon fair value on the date of grant, and deliverable in three increments of 25,000 each. The first 25,000 shares will be delivered upon the execution of the agreement and the other two will be delivered in six and twelve months upon the successful fulfillment of the agreement (See Note 8(B)).

 

On December 31, 2009, the Company entered into a consulting agreement with an unrelated third party for a period from December 31, 2009 through December 31, 2010.    In exchange for the services provided, the Company issued 500,000 shares of common stock having a fair value of $965,000 ($1.93/share) based upon fair value on the date of grant (See Note 8(B)).

 

On January 11, 2010, the Company entered into a twelve month agreement with an unrelated third party for investor relations press release service for an annual fee of $14,250 and an initial onetime fee of $250.

 

On January 15, 2010, the Company entered into a two year celebrity endorsement agreement.    In total, 100,000 shares of common stock were issued having a fair value of $170,000($1.70/share) based upon fair value on the date of grant (See Note 8(B)).

 

On February 1, 2010, the Company entered into a twelve month consulting agreement effective February 5, 2010, with an unrelated third party to produce music compositions for a fee of $500.    The agreement can be renewed for up to two additional years for a fee of $500 for the first renewal year and $750 for the second renewal year.

 

On February 17, 2010, the Company entered into a twelve month consulting agreement with an unrelated third party effective February 17, 2010.    In exchange for the services provided, the Company issued 1,000,000 shares of common stock having a fair value of $1,240,000 ($1.24/share) based upon fair value on the date of grant (See Note 8(B)).

 

On June 1, 2010, the Company entered into a twelve month consulting agreement to provide for consulting and business services in raising capital.    The Company agrees to pay a finder’s fee on all capital raised in stock and warrants.    The Company paid an initial nonrefundable retainer fee by issuing 40,000 shares of stock having a value of $10,000 ($0.25/share) based upon fair value on the date of the agreement.    In conjunction with the stock payment, the Company also issued one warrant attached to each share of stock exercisable at $0.50 per warrant.    Based upon the number of shares (40,000 shares) of stock issued, the Company issued 40,000 warrants (See Note 8(B) and Note 8(C).

 

On May 11, 2010, the Company acquired the rights to an audio technology known as Max Audio Technology (Max) through a share exchange, whereby the Company issued 30,000,000 shares of common stock to two individuals in exchange for their rights in Max having a value of $7,500,000 based upon recent market value ($0.25/share).    (See Note 8(H)).

 

In accordance with the share exchange, the former owners to the rights of Max became Executives of the Company.    The two new executives individually entered into employment agreements with the Company on May 11, 2010.    The term of the employment agreements are for ten years of service at a monthly compensation of $8,500 for each executive.    In addition, the Executives are entitled to receive 5% of all revenues derived from the sale of all products and services related to the Max Audio Technology.    On January 2, 2011, the agreement was cancelled.

 

46
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

On April 15, 2010, the Company entered into a finder’s fee agreement.    For each qualified investor introduced to the Company by the consultant, the Company will pay a 10% fee in cash equal to 10% of the dollar amount of securities purchased,    In addition, the Company will pay a 10% fee in warrants equal to 10% of the number of shares of stock purchased (See Note 8(C)).

 

On August 8, 2010, the Company entered into a consulting agreement with an unrelated third party to provide consulting services.    Upon the execution of the agreement, the consultant received 100,000 shares of common stock.    A monthly issuance of 100,000 shares of common stock will be issued as a compensation of services provided.    The term of the agreement is for three months and will continue to renew for three month intervals unless cancelled by either party.    The agreement was cancelled on November 1, 2010 (See Note 8(B)).

 

On August 17, 2010, the Company entered into a consulting agreement.    The agreement shall remain in effect until terminated.    In exchange for the services provided, the consultant will receive a $500 a month allowance for general expenses.    In addition, for all the new business brought to the Company the consultant will receive a 10% compensation for each gross dollar received by the Company.    On February 15, 2011, the Company terminated the agreement.

 

On December 14, 2010, the Company entered into to a consulting agreement for consulting and advertising services.    Upon the execution of the agreement, the consultant received 250,000 shares with an additional 750,000 shares to be issued upon consultant obtaining sponsorship rights in the year 2011.    The sponsorship rights were not obtained and the agreement was cancelled in 2011 and the additional 750,000 shares were never issued (See Note 8(B)).

 

On February 17, 2011, the Company entered into a consulting agreement for public relations and communications services.    In exchange for the services provided, the consultant received 500,000 shares of common stock. The term of the agreement is for one year (See Note 8 (B)).

 

On March 3, 2011, the Company entered into a consulting agreement for public relations and communications services.    In exchange for the services provided, the consultant received 1,000,000 shares of common stock. The term of the agreement is for one year (See Note 8 (B)).

 

On June 10, 2011, the Company entered into a five year advisory board consulting agreement with three persons to provide for consulting and business services.    In exchange for the services provided, the consultants received 100,000 shares of common stock each.    (See Note 8(B)).

 

On June 15, 2011, the Company entered into a consulting agreement with an unrelated third party for software and computer technology services.    In exchange for the services provided, the consultant will be paid $70 per hour with $50 per hour paid in cash and $20 per hour paid in Company stock at $0.10 per share.    The term of the agreement is for one year. (See Note 8(B)).

 

On July 1, 2011, the Company entered into a consulting agreement with an unrelated third party for trade show services.    In exchange for the services provided, the consultant received 6,500 shares of common stock at $0.08/per share. The agreement was for one-time services. (See Note 8(B)).

 

During the year ended December 31, 2011, the Company entered into an agreement with an unrelated third party for software and computer technology services.    In exchange for the services provided, the consultant received 76,483 shares of common stock at $0.10 – 0.39 per share. The term of the agreement is for one year. (See Note 8(B)).

 

In September 2011, the Company entered into a five year advisory board consulting agreement with three persons to provide for consulting and business services.    In exchange for the services provided, the consultants received 100,000 shares of Company stock at $0.23 – 0.39 per share.    The terms of the agreements are for five years. (See Note 8(B)).

 

On September 21, 2011, the Company entered into a consulting agreement with an unrelated third party for investor relation services.    In exchange for the services provided, the consultant received 400,000 shares of Company stock at $0.25 per share.    The term of the agreement is for six months. (See Note 8(B)).

 

During the three months ended December 31, 2011, the Company entered into a five year advisory board consulting agreement with five persons to provide for consulting and business services.    In exchange for the services provided, the consultants received 100,000 shares of Company stock at $0.47 – 0.88 per share.  The terms of the agreements are for five years. (See Note 8(B)).

 

47
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

On August 3, 2012, the Company entered into an endorsement agreement with an unrelated third party for a period from August 3, 2012 through August 3, 2015.    In exchange for the services provided, the Company issued 3,000,000 shares of common stock having a fair value of $960,000 ($0.30/share) based upon fair value on the date of grant (See Note 8(B)). The delivery of the shares will be made in four 750,000 tranches to coincide with each of the four points listed below:

 

  ● Record two (2) one-minute video endorsements (English and Spanish)

 

  ● Release of Mobile Application

 

  ● Use of MAXD HD technology in the next two major music projects.

 

  ● Any additional projects that effectively promote the use of MAXD technology.

 

As December 31, 2012, the first two of the four points listed above have been completed and the Company recorded $480,000 as deferred compensation and $480,000 in endorsement expense.    As of March 31, 2013, the second two of the four points listed above have been completed and the Company recognized $480,000 in endorsement expense (See Note 8(B)). The Company and the third party have completed the video endorsement and the mobile application and launched both in August 2013. In September 2013, the parties decided that they would not be effective working together due to a change in marketing goals. The parties reached an agreement whereby the Company will not promote the endorsement or the mobile application and the third party will return all shares received to the Company who in turn will return them to the Company treasury.    As of January 2014, the August 3, 2012 agreement has been terminated and 3,000,000 shares have been returned to the Company.

 

On August 22, 2012, the Company entered into a consulting agreement with an unrelated third party for a period from September 1, 2012 through August 31, 2013.    In exchange for the services provided, the Company issued 500,000 shares of common stock having a fair value of $150,000 ($0.30/share) based upon fair value on the date of grant (See Note 8(B)).

 

On September 14, 2012, the Company entered into a licensing agreement with an unrelated third party for a period from September 14, 2012 through September 14, 2013.    The agreement will automatically extend on a year to year basis unless terminated by either party.    Upon the execution of the agreement, the Company paid a non-refundable $15,000 upfront fee for the use of the license.    Any additional technical support will be provided on as needed basis at an hourly rate of $250/hour.

 

On December 1, 2012, the Company entered into a consulting agreement with an unrelated third party for a period from December 1, 2012 through November 30, 2013.    In exchange for the services provided, the Company will pay a monthly consulting fee of $10,000.    A bonus may be provided for $26,000 after one year of service in the sole discretion of the Company.    In addition, the Company will grant 500,000 three year warrants with an exercise price of $0.45 per share.    Within 10 days of executing the consulting agreement the consultant will loan the Company $120,000 in convertible note converted at 50 cents per share (See Note 7).

 

In July 2013, the Company entered into a financial advisor agreement for a period of six months with the advisor providing various assistance including introductions to potential investors. The Agreement calls for a fee of $25,000 with an additional $7,500 due and payable on the 1st day of the subsequent five months. On July 8, 2013, the Company issued 1,500,000 common shares as consideration for these services valued at $315,000 (See note 8(C)).

 

In July 2013, the Company entered into a digital content distribution agreement for a period of 1 year.    The agreement calls for an advance of $25,000, the fees are recorded as prepaid expenses, earned based on downloaded content for a minimum of $120,000 per year.    The agreement also calls for a onetime fee of $50,000 for synchronization services of which $25,000 has been paid and has been recorded as a prepaid expense.    As of December 31, 2013, the Company paid a total of $50,000 in connection with this agreement which has been recorded as prepaid expenses.

 

(C) Operating Lease Agreements

 

On September 20, 2012, the Company took over a month to month operating lease upon completing the asset purchase agreement with Liquid Spins. The lease began on October 1, 2012 at a monthly rate of $1,585. The Company gave notice to end this month to month lease, with a final end date of February 28, 2014.

 

On September 1, 2010, the Company executed a three-year non-cancelable operating lease for its new corporate office space. The lease began on October 1, 2010 and expires on September 30, 2013. Total base rent due during the term of the lease is $134,880. At the current time the Company is continuing on with the existing office space on a month to month basis based on the previous terms and conditions of the recently expired lease.

 

48
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

NOTE 10        RELATED PARTY TRANSACTIONS

 

Loans

 

During the year ended December 31, 2008, the Company received $18,803 from the principal stockholder.    Pursuant to the terms of the loan, the loan is bearing an annual interest rate of 3.25% and due on demand.    In 2008, the Company repaid $15,000 in principal to the principal stockholder.    In 2009, the Company repaid $3,803 in principal to the principal stockholder.    As of December 31, 2010, the principal portion of this principal stockholder loan balance has been repaid (See Note 3).

 

On May 11, 2009, the Company received $9,500 from a principal stockholder. During the year ended December 31, 2009, the Company repaid $1,500 in principal to the principal stockholder.    Pursuant to the terms of the loan, the loan is bearing an annual interest rate of 3.25% and is due on demand (See Note 3).

 

On May 22, 2009, the Company received $15,000 from a principal stockholder.    During the year ended December 31, 2010, the Company repaid $6,000 in principal to a principal stockholder under the terms of the loan.    Pursuant to the terms of the loan, the loan is bearing an annual interest rate of 3.25% and is due on demand (See Note 3).

 

On May 26, 2009, the Company received $16,700 from a principal stockholder.    During the year ended December 31, 2010, the Company repaid $15,700 in principal to the principal stockholder under the terms of this loan.    Pursuant to the terms of the loan, the loan is bearing an annual interest rate of 3.25% and is due on demand (See Note 3).

 

During the year ended December 31, 2011, the Company repaid $18,000 in principal and $2,116 of accrued interest to the principal stockholder related to these principal loans (See Note 3).

 

On July 30, 2013, the Company received $28,000 from the principal stockholder which was repaid on August 13, 2013 (See Note 3).

 

As of March 31, 2014, the note payable balance including accrued interest totaled $0.

 

Line of Credit

 

On May 28, 2009, the Company entered into a two year line of credit agreement with a principal stockholder in the amount of $100,000.    The line of credit carries an interest rate at 3.25%.    As of December 31, 2011, the principal shareholder has advanced the Company $100,000 under the terms of this line of credit agreement (See Note 4).

 

On November 10, 2009, the Company entered into a two year line of credit agreement with a principal stockholder in the amount of $100,000.    The line of credit carries an interest rate at 3.25%.    As of December 31, 2011, the principal shareholder has advanced $100,000 to the Company under the terms of this line of credit agreement (See Note 4).

 

On March 25, 2010, the Company entered into a two year line of credit agreement with the principal stockholder in the amount of $500,000.    The line of credit carries an interest rate of 3.25%.    On February 17, 2011, the principal stockholder converted $100,000 of the line of credit owed into 909,091 shares of common stock at $0.11 per share.    As of December 31, 2011, the principal stockholder has advanced $360,580 to the Company under this line of credit agreement (See Note 8(G) and Note 4).

 

As of December 31, 2011, the Company repaid $460,580 in principal and $11,283 of accrued interest to the principal stockholder related to these lines of credit (See Note 4).

 

During the year ended December 31, 2013, the Company received $290,000 from the principal stockholder.    The Company repaid $150,213 in principal and accrued interest in the month of October 2013 to the principal stockholder under the term of this line of credit.    Pursuant to the terms of the loan, the loan is bearing an annual interest rate of 4% and is due on or before September 26, 2015.  During the six months ended June 30, 2014, the principal stockholder loaned an additional $142,000.  As of June 30, 2014, the line of credit balance including accrued interest totaled $286,652 (See Note 4).

 

Services and other Contributions

 

On October 14, 2008, the Company issued 44,900,000 shares of common stock to its founder having a fair value of $44,900 ($0.001/share) in exchange for services provided. As a result of the forward split effected in January 2009, the 44,900,000 shares were increased to 179,600,000 shares and its purchase price was similarly adjusted to $0.00025 (See Note 8(B) and Note 7(D)).

 

49
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

On October 13, 2008, the Company executed an employment agreement with its President and CEO.    The term of the agreement is ten years.    As compensation for services, the President will receive a monthly compensation of $18,000 beginning October 13, 2008.    In addition, to the base salary, the employee is entitled to receive a 10% commission of all sales of the Corporation.    The agreement also calls for the employee to receive health benefits.    In January of 2011, the President/CEO resigned and was appointed Chairman and CFO.    In May of 2013, the Company amended the agreement for the Chairman and CFO to receive monthly compensation of $24,000 beginning May 1, 2013 (See Note 9(A)).

 

On June 2, 2010, a principal stockholder converted $283,652 of accrued compensation into 945,507 shares of common stock at $0.30 per share.    (See Note 8(G)).

 

On February 17, 2011, a principal stockholder converted $144,000 of accrued compensation into 1,309,091 shares of common stock at $.0.11 per share. (See Note 8(G)).

 

During the fourth quarter of 2008, the principal stockholder contributed office space with a fair market value of $2,913 (See Note 8(F)).

 

For the year ended December 31, 2009, the principal stockholder contributed office space with a fair market value of $12,600 (See Note 8(F)).

 

For the year ended December 31, 2010, the principal stockholder contributed office space with a fair value of $9,450 (See Note 8(F)).

 

NOTE 11       LITIGATION

 

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business.

 

On February 21, 2012, the Company filed a suit for breach of contract, intentional misrepresentation, negligent misrepresentation, fraud, false advertising, and unfair competition with a former consultant.   It seeks damages due to their alleged failure to meet the contractual requirements regarding promotions.   The defendant has been served.   In August of 2013, the Company received a Default Judgment against the Defendant.    This case will be vigorously prosecuted and has a good likelihood of success.   The case seeks in excess of the jurisdictional amount which is $50,000 dollars.

 

On August 14, 2012, the Company, along with two shareholders of the Company, were named as a defendant in an action filed in the Superior Court for the State of California and the County of San Diego. The plaintiff alleges he was terminated by his former employer “Acoustics Control Sciences, LLC” (which is a company that is not affiliated with Max Sound Corporation) in August 2008 without receiving wages and other compensation allegedly due him. The plaintiff further claims that two of the members or “shareholders” of Acoustics Control Sciences, LLC, wrongfully transferred a patent owned by his former employer and this transfer prevented his former employer from paying the wages alleged due. According to the plaintiff, when the assets of his former employer were sold to the Company, Max Sound Corporation became a successor-in-interest to the plaintiff’s former employer. Plaintiff thus seeks unpaid wages and other compensation from each alleged successor-in-interest named in his complaint. This case will be vigorously prosecuted and has a good likelihood of success.

 

On August 23, 2012, Koss Corporation filed a lawsuit against the Company in the United States District Court for the Eastern District of Wisconsin alleging trademark infringement. Based upon its federally registered trademark “Hearing is Believing” for stereo headphones, Koss Corporation contends that the Company’s use of “Hearing in Believing” in advertisements for mobile phone software and the Company’s related trademark application for mobile phone software constitutes trademark infringement and unfair competition. The Company denies these allegations, and contends that the goods and services of the two companies are not related and are, in fact, sold or distributed in different channels. On October 26, 2012, the Company filed a motion to dismiss the lawsuit pending in the Eastern District of Wisconsin, and the lawsuit was dismissed for lack of personal jurisdiction. On June 7, 2013, Koss Corp. re-filed its lawsuit in the U.S. District Court for the Central District of California. About the same time, the U.S. Patent and Trademark Office published in the Official Gazette “Hearing is Believing” as a trademark for the Company. Koss Corp. responded by filing an opposition to registration of that mark by Max Sound Corporation. Koss opposition to registration, pending before the Trademark Trial and Appeal Board (“TTAB”), repeats the same allegations that appear in Koss’ federal complaint. Max Sound Corporation denied the allegations of the TTAB opposition and the federal complaint. The parties are in the final stage of settlement at this time. Due to a lack of interest to use the trademark by the Company and its partners, the Company abandoned the mark and entered into a final settlement with the plaintiff in December 2013.

 

No assurance can be given as to the ultimate outcome of these actions or its effect on the Company.

 

50
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

NOTE 12        INTANGIBLE ASSETS

 

As of June 30, 2014 and December 31, 2013, the Company owns certain trademarks and technology rights.    See Note 1 (I).

 

Intangible assets were comprised of the following at June 30, 2014 and December 31, 2013:

 

    Useful Life  

June 30,

2014

    

December 31,

2013

  
                 
Distribution rights   10 Years   $ 9,647,577 (2)   $ 9,647,577  
Technology rights   Indefinite     7,500,000       7,500,000  
Software   3 Years     -       - (1)

Trademarks

   Indefinite     275       275  
Intellectual property   5 Years     444,000       -  
Intellectual property   Indefinite     1,620,000       -  
Accumulated amortization         (826,677 )     (343,898 )
                     
Net carrying value       $ 18,385,175     $ 16,803,954  

 

During the year ended December 31, 2013, the Company entered into a settlement agreement with the seller of the software to reverse the original transaction which included the issuance of 3,000,000 shares of common stock in exchange for the software.    The Company received back 3,000,000 shares of common stock which was recorded as treasury stock in exchange of returning the software to the seller.    Upon the return of the shares, the Company recognized a gain of $220,000 based on the quoted trading price of the Company’s common stock, which was the best evidence of fair value.

 

During the year ended December 31, 2013, the Company received $8,011 as a refund in cash from the seller of the distribution rights.  The refund reduced the carrying value of the purchased intangible.

 

For the six months ended June 30, 2014 and 2013, amortization expense related to the intangibles with finite lives totaled $482,779 and $0, respectively, and was included in general and administrative expenses in the statement of operations.   

 

At June 30, 2014, future amortization of intangible assets is as follows:

 

Year ending December 31:      
2014   $ 482,779  
2015     965,559  
2016     968,204  
2017     965,559  
2018     965,559  
Thereafter     4,473,240  
    $ 8,820,900  

  

51
 

 

MAX SOUND CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

(UNAUDITED)

 

NOTE 13        SUBSEQUENT EVENTS

 

Through the filing of these financial statements, the Company converted a total of $555,154 in convertible debt comprised of principal and accrued interest into 8,108,340 common shares.

 

On August 6, 2014, the Company entered into a three year consulting agreement for the consultant to:

 

·act as a member of the Company’s Advisory Board,
·be available at mutually agreeable times to the Company. The Consultant will be engaged by the Company as a Consultant for the exchange of strategic and business development ideas.

 

The Company shall grant the consultant 100,000 shares of common stock in consideration for the services to be provided.

 

In July of 2014, the Company paid $20,000 in finder fees in connection with the prior capital funding received by the Company.

 

On July 7, 2014, as a benefit for the unsecured loans granted to the Company by the Company's Chief Financial Officer ("CFO"), the Company issued 2,866,520 options to buy common shares of the Company's stock at $0.10 per share, good for three years to the CFO.

 

In July 2014, the Company modified an original agreement to receive up to $444,000 from an original amount of $333,000 with an OID of $44,000. On July 28, 2014, the Company received $50,000 bearing an interest of 10% in connection with this agreement with the balance owed on July 27, 2015. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding unpaid principal amount into shares of common stock at any time after issuance.

 

On August 1, 2014, the Company entered into an agreement whereby the Company will issue up to $253,500 in a convertible note. The note matures on May 5, 2015 and bears an interest charge of 8%. The conversion price equals the “Variable Conversion Price”, which is 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. The holder of the note has a right to convert all or any part of the outstanding unpaid principal amount into shares of common stock after six months. The Company received $250,000 proceeds on August 4, 2014.

 

On August 11, 2014, the Company and VSL simultaneously filed trade secret and patent infringement actions against Google, Inc. and its subsidiaries, YouTube, LLC and On2 Technologies, Inc., relating to proprietary and patented technology owned by Vedanti Systems Limited, a subsidiary of VSL.  The patent infringement complaint was brought in U.S. District Court for the District of Delaware and the trade secret suit was filed in Superior Court of California, County of Santa Clara.  The lawsuits contend that, in 2010, while Google was in discussions with Vedanti about the possibility of acquiring Vedanti's patented digital video streaming techniques and other proprietary methods, Google gained access to and received technical guidance regarding Vedanti’s proprietary codec, a computer program capable of encoding and decoding a digital data stream or signal.  The complaints allege that soon after the two companies initiated negotiations, Google began implementing Vedanti's technology into its own WebM/VP8 video codec without informing Vedanti, and without compensating Vedanti for its use.  Plaintiffs are seeking a permanent injunction against Google, compensatory damages, as well as treble damages. As exclusive agent to VSL to enforce all rights with respect to the subject technology, the Company has hired Grant & Eisenhofer, PA to represent the Company and VSL in the suits. These cases will be vigorously prosecuted and the Company believes it has a good likelihood of success. 

 

52
 

 

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following plan 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.

 

Corporate History and Structure

 

Max Sound Corporation (the “Company”) was 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, 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. 

 

In May of 2010, we acquired the 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 2011, 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.

 

On December 3, 2012, the Company completed the purchase of the assets of Liquid Spins, Inc., a Colorado corporation (“LSI”) (the “Asset Purchase Agreement”).  Pursuant to the Asset Purchase Agreement, the assets of LSI 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 $0.404 per share.  The assets of LSI 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.

 

The Company’s music business partners have not fulfilled the opportunities they had committed to deliver to the Company, however other opportunities have recently developed. For example, Akyumen Technologies Corp. and LOOKHU are contracting with the Company to white label its music business in their mobile devices and social media platform respectively. The Company is also in negotiations with additional OEMs to expand this segment of the business. Additionally, the Company has taken recent steps to decrease its cash requirements to operate this segment of its business while negotiating better terms for its music distribution platform.

 

53
 

 

In May 2014 the Company expanded its business, future offerings and logo to include additional technologies.

 

Effective May 29, 2014, the Company entered into a license agreement with VSL Communications (“VSL”), pursuant to which the Company received a perpetual, exclusive, worldwide right to use certain optimized data transmission technology owned by VSL. The agreement also entitles the Company to act as VSL’s exclusive agent to negotiate potential opportunities concerning the technology, including sublicenses of the technology to third parties, and to sue certain pre-approved violators of VSL’s intellectual property rights relating to the technology. Proceeds of any such opportunities, including settlement of legal disputes, will be split equally between VSL and the Company.

 

As consideration for the above-referenced representation and license rights, the Company agreed to pay VSL (i) an aggregate of $1,500,000 in cash, initially to be paid in monthly installments following a $500,000 down payment, or from a percentage of proceeds of any future financings conducted by the Company; and (ii) 10,000,000 restricted shares of Company common stock, to be paid within two weeks of closing.

 

VSL's technology process can reduce the size of multi-media content and data files. This technology is currently being used in the delivery of streaming audio, video, and digital data transmission.

 

Licensing and Distribution Developments

 

On May 28, 2014, the Company entered into a license agreement with Akyumen Technologies Corp. (“Akyumen”), an original equipment manufacturer of mobile devices, for the non-exclusive, non-transferable, indivisible worldwide license rights to the use of Company’s API technology in Akyumen’s mobile devices.  The license is for five years and is renewable, with the Company’s approval, at Akyumen’s request.

 

As consideration for the above-referenced license rights, Akyumen agreed to pay the Company royalties of $2.50 per Akyumen device that utilizes the API technology, to be payable on a monthly basis within 15 days after the close of the calendar month.  Akyumen also agreed to pay, within three months of first sale, 50% of non-recurring engineering costs to port the Technology onto the operating systems of the Akyumen devices, inclusive of any local fees, taxes, or other charges.

 

On June 16, 2014, MAXD entered into a license and revenue share agreement with LOOKHU, an online subscription service that delivers movies, music, television shows, apps and games. The agreement grants LOOKHU non-exclusive, non-transferable, indivisible worldwide license rights to the distribution and use of the Company’s Application Programming Interface (“API”) audio processor technology. The license is for five years and is renewable, with the Company’s approval, at LOOKHU’s request.

 

54
 

 

As consideration for the above-referenced license rights, LOOKHU agreed to pay the Company royalties of $2.25 per month per paid subscription to the technology, to be payable on a monthly basis.  Additionally, LOOKHU agreed to pay the Company 4% of the net advertising revenue derived from advertising that utilizes the technology, to be payable on a quarterly basis.

 

Additionally, for the term of the agreement, the parties agreed to split, on a 50/50 basis, net revenue derived from sales of digital music or songs played from a LOOKHU software player, to be payable on a monthly basis.

 

LOOKHU can be used on any Android device, Akuymen device, Xbox®, Apple TV®, Nintendo Wii® or Sony Playstation®.LOOKHU is different from other content providers because of its exclusive content, and available HD audio platform, built and powered by MAX-D.

 

The Company is in negotiations with several additional multi-media companies that will utilize our HD Audio solution in the future.

 

Videos and news relating to the Company is available on the company website at http://www.maxsound.com. 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. Video Link of CES 2014 booth: http://vimeo.com/77764981
Snapdragon Interview Link with MAXD CEO John Blaisure: http://youtu.be/hMOiieiIYIw

 

Plan of Operation

 

We began our operations on October 8, 2008, when we purchased the Form 10 company from the previous owners.  Since that date and through 2013, 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.  

 

The Company believes that Max Sound HD Audio Technology is a game changer for several vertical markets whose demand will create revenue opportunities in 2014.

 

We expect our financial requirements to increase with the additional expenses needed to market and promote the MAX-D 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.

 

55
 

 

Results of Operations

  

The following tables set forth key components of our results of operations for the periods indicated, in dollars, and key components of our revenue for the period indicated, in dollars.

 

   For the
Three Months Ended,		   For the
Six Months Ended		 
   June 30,
2014		   June 30,
2013		   June 30,
2014		   June 30,
2013		 
Revenue  $152   $732   $1,388   $1,720 
                     
Operating Expenses                    
General and administrative   916,940    492,879    1,680,606    1,440,696 
Endorsement fees   -    -    -    480,000 
Consulting   140,894    143,211    274,706    270,287 
Professional fees   128,858    110,630    406,332    603,388 
Website development   -    -    -    - 
Compensation   246,800    411,340    503,200    681,699 
Total Operating Expenses   1,433,492    1,158,060    2,864,844    3,476,070 
                     
Loss from Operations   (1,433,340)   (1,157,328)   (2,863,456)   (3,474,350)
                     
Other Income / (Expense)                    
Interest income   -    -    -    - 
Other income   37,500    -    37,500    - 
Gain on sale of intellectual property   -    -    -    - 
Gain (Loss) on extinguishment of debt   -    -    (18,596)   - 
Interest expense   (80,612)   (32,453)   (197,195)   (62,109)
Derivative Expense   (47,506)   (71,752)   (47,506)   (95,877)
Amortization of debt offering costs   (18,053)   (72,418)   (97,036)   (121,655)
Loss on conversions   (48,398)   -    (90,483)   (46,093)
Amortization of debt discount   (772,139)   (660,334)   (1,558,294)   (1,082,097)
Change in fair value of embedded derivative liability   2,407,587    47,534    690,323    236,026 
Total Other Income / (Expense)   1,478,379    (789,423)   (1,281,287)   (1,171,805)
                     
Provision for Income Taxes   -    -    -    - 
                     
Net Income (Loss)  $45,039   $(1,946,751)  $(4,144,743)  $(4,646,155)
                     
Net Loss Per Share - Basic and Diluted  $0.00   $(0.01)  $(0.01)  $(0.02)
                     
Weighted average number of shares outstanding during the year Basic and Diluted   333,384,831    

295,880,176

    323,325,126    

293,158,844

 

 

For the three months ended June 30, 2014 and 2013

 

Revenue. Revenues for the three months ended June 30, 2014 and 2013 were $152 and $732, respectively.

 

General and Administrative Expenses: Our general and administrative expenses were $916,940 for the three months ended June 30, 2014 and $492,879 for the three months ended June 30, 2013, representing an increase of $424,061, or approximately 86%, as a result of an increase in the amortization of intangibles, increased stock based compensation, and the increase in the general operation of the Company.  Our expenses on the general operation of the Company included the ancillary expenses for added personnel, product development, and marketing of our Max Sound Technology.

 

56
 

 

Consulting Fees:  Our consulting fees were $140,894 for the three months ended June 30, 2014 and $143,211 for the three months ended June 30, 2013, representing a decrease of $2,317 or approximately 2%. The expense has remained relatively consistent.

 

Professional Fees: Our professional fees were $128,858 for the three months ended June 30, 2014 and $110,630 for the three months ended June 30, 2013, representing an increase of $18,228, or approximately 16%, as a result of increased legal fees related to our product development and increased accounting fees associated with the preparation of our financial statements and regulatory requirements required for publicly traded companies.

 

Compensation: Our compensation expenses were $246,800 for the three months ended June 30, 2014 and $411,340 for the three months ended June 30, 2013, representing a decrease of $164,540, or approximately 40%, as a result of the change in classification of stock based compensation, which was included in the compensation amount for 2013, but was included in general and administrative expense for 2014.

 

Net Loss: Our net income (loss) for the three months ended June 30, 2014 and 2013, was $45,039, compared to $(1,946,751) for the three months ended June 30, 2013. The overall amount of our net loss substantially decreased as a result of a $2,407,587 positive change in the fair value of embedded derivative liability associated with the convertible debt.

 

For the six months ended June 30, 2014 and 2013

 

Revenue. Revenues for the six months ended June 30, 2014 and 2013 were $1,388 and $1,720, respectively.

 

General and Administrative Expenses: Our general and administrative expenses were $1,680,606 for the six months ended June 30, 2014 and $1,440,696 for the six months ended June 30, 2013, representing an increase of $239,910, or approximately 17%, as a result of increased amortization of intangibles, decreased stock based compensation, and the increase in the general operation of the business.  Our expenses on the general operation of the Company included the ancillary expenses for added personnel, product development and marketing of our Max Sound Technology.

 

Endorsement Fees:  Our endorsement fees were $0 for the six months ended June 30, 2014 and $480,000 for the six months ended June 30, 2013, representing a decrease of $480,000, or approximately 100%, as a result of an endorsement agreement with Pitbull signed in 2013.

 

Consulting Fees:  Our consulting fees were $274,706 for the six months ended June 30, 2014 and $270,287 for the six months ended June 30, 2013, representing an increase of $4,419, or approximately 2%. The expense has remained relatively consistent.

 

Professional Fees: Our professional fees were $406,332 for the six months ended June 30, 2014 and $603,888 for the six months ended June 30, 2013, representing a decrease of $197,056, or approximately 33%, as a result of reduced legal fees.

 

57
 

 

Compensation: Our compensation expenses were $503,200 for the six months ended June 30, 2014 and $681,699 for the six months ended June 30, 2013, representing a decrease of $178,499, or approximately 26%, as a result of the change in classification of stock based compensation, which was included in the compensation amount for 2013, but was included in general and administrative expense for 2014.

 

Net Loss: Our net loss for the six months ended June 30, 2014 and 2013, was $4,144,743, compared to $4,646,155 for the six months ended June 30, 2013. The overall amount of our net loss decreased as a result of a decreased professional fees and a positive change in the fair value of embedded derivative liability associated with the convertible debt and reduced compensation.

 

Liquidity and Capital Resources

 

We have an accumulated deficit of $31,417,796 for the period from December 9, 2005 (inception) to June 30, 2014, and have negative cash flow from operations of $8,661,383 from inception. 

 

As the Company continues to incur losses, transition to profitability is dependent upon the successful commercialization of its products and achieving a level of revenues adequate to support the Company’s cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional cash. Management intends to fund future operations through additional private or public debt or equity offerings. Based on the Company’s operating plan, existing working capital at June 30, 2014 was not sufficient to meet the cash requirements to fund planned operations through December 31, 2014 without additional sources of cash. 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. 

 

From our inception through June 30, 2014, our primary source of funds has been the proceeds of private offerings of our common stock, private financing, and loans from stockholders.  Our need to obtain capital from outside investors is expected to continue until we are able to achieve profitable operations, if ever. There is no assurance that management will be successful in fulfilling all or any elements of its plans.  

  

Private Financings

 

Below is a summary of our capital-raising activities for the three months ended June 30, 2014:

 

On April 17, 2014, the Company entered into an agreement with KBM Worldwide to issue up to $78,500 in a convertible note. The note matures on January 21, 2015, and bears an interest rate of 8%.    The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $78,500 in proceeds, less the $3,500 finder’s fee pursuant to the terms of this convertible note, on April 22, 2014. As of June 30, 2014, the convertible note balance and accrued interest is $79,777.

 

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On May 1, 2014, the Company entered into an agreement with LG Capital Funding, LLC to issue up to $210,000 in two convertible notes.    Each note matures on May 1, 2015 and bears an interest rate of 8%.  The Company received $105,000 proceeds, less the $5,000 original issue discount pursuant to the terms of the first note, on May 8, 2014 and finder’s fees of $5,000.   The Company is due to receive a secured note in the amount of $105,000 from the investor as consideration for the second note. Both convertible notes are convertible at a “Variable Conversion Price”, which is 65% of the “Market Price”, which is the lowest closing bid price for the common stock during the ten (10) trading day period prior to the conversion. The holder of each note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock at any time on or before the maturity date; provided, however, that the second note is not convertible until it has been fully paid for in cash.  The Company has a right to redeem each note as follows: (i) during the first 90 days after issuance, by paying an amount equal to 130% of the unpaid principal plus accrued unpaid interest; (ii) from the 90th to 180th day after issuance, by paying an amount equal to 140% of the unpaid principal plus accrued unpaid interest; and (iii) at any time upon a transfer of all or substantially all of the Company’s assets, a reclassification of the Company’s stock, a consolidation, merger or other reorganizational event, by paying an amount equal to 150% of the unpaid principal plus accrued unpaid interest.   As of June 30, 2014, the convertible note balance and accrued interest on the first note is $106,395.    

 

Also on May 12, 2014, the Company entered into an agreement with ADAR Bays, LLC to issue up to $210,000 in two convertible notes. Each note matures on May 12, 2015 and bears an interest rate of 8%.  The Company received $105,000 proceeds, less the $5,000 original issue discount pursuant to the terms of the first note, on May 16, 2014 and finder’s fees of $5,000.   The Company received a secured note in the amount of $105,000 from the investor as consideration for the second note, payable by December 30, 2014, and secured by the pledge of the second note. Both convertible notes are convertible at a “Variable Conversion Price”, which is 65% of the “Market Price”, which is the lowest closing bid price for the common stock during the ten (10) trading day period prior to the conversion. The holder of each note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock at any time on or before the maturity date; provided, however, that the second note is not convertible until it has been fully paid for in cash.  The Company has a right to redeem each note as follows: (i) during the first 90 days after issuance, by paying an amount equal to 130% of the unpaid principal plus accrued unpaid interest; (ii) from the 90th to 180th day after issuance, by paying an amount equal to 140% of the unpaid principal plus accrued unpaid interest; and (iii) at any time upon a transfer of all or substantially all of the Company’s assets, a reclassification of the Company’s stock, a consolidation, merger or other reorganizational event, by paying an amount equal to 150% of the unpaid principal plus accrued unpaid interest.   As of June 30, 2014, the convertible note balance and accrued interest on the first note is $106,395.     

 

On May 14, 2014, the Company entered into an agreement with Venture Champion Asia Limitedto issue up to $200,000 in a convertible note.    The note matures on May 14, 2016, and bears an interest rate of 2.50%.  The initial conversion price equals $0.07/share. After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the “variable conversion price”, which is 75% of the average three (3) lowest closing prices during the ten (10) trading day prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock at any time on or before the maturity date.    The Company received $200,000 proceeds on May 19, 2014.    As of June 30, 2014, the convertible note balance and accrued interest is $200,780.

 

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On May 21, 2014, the Company entered into an agreement with Venture Champion Asia Limited to issue up to $550,000 in a convertible note.    The note matures on May 21, 2016, and bears an interest rate of 2.50%.    The initial conversion price equals $0.07/share. After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the “variable conversion price”, which is 75% of the average three (3) lowest closing prices during the ten (10) trading day prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    The Company received $550,000 proceeds on May 21, 2014.    As of June 30, 2014, the convertible note balance and accrued interest is $551,828.

 

On May 22, 2014, the Company entered into an agreement with ICG USA, LLC to issue up to $15,000 in a convertible note.    The note matures on May 22, 2016, and bears an interest rate of 2.50%.    The conversion price equals $0.07/share. After six months from the date of this note, conversion price shall equal the lower of $0.07/share or the “variable conversion price”, which is 75% of the average three (3) lowest closing prices during the ten (10) trading day prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock at any time on or before the maturity date.    The Company received $15,000 proceeds on May 23, 2014.    As of June 30, 2014, the convertible note balance and accrued interest is $15,051.

 

On May 23, 2014, the Company received $25,000 in proceeds in connection with a drawdown on an existing convertible note with Vista Capital Investments, LLC with total principal amount of up to $333,000.  The note matures on May 22, 2014 and bears an interest rate of 10%.  The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average of the closing bids for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion.  The holder of the note has a right to convert all or any part of the outstanding and unpaid principal amount into shares of common stock at any time after issuance.  As of June 30, 2014, the convertible note balance and accrued interest relating to this drawdown is $30,525.

 

On June 11, 2014, the Company entered into an agreement with Iliad Research and Trading, LP to issue up to $282,778 in a convertible note.    The note matures on June 10, 2015 and bears an interest rate of 4%.    The note is immediately convertible at a “Variable Conversion Price”, which is 75% of the “Market Price”, which is the average the three (3) lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The Company received $282,778 proceeds, less the $27,778 original issue discount pursuant to the terms of this convertible note, on June 12, 2014 and finder’s fees of $5,000.    As of June 30, 2014, the convertible note balance and accrued interest is $283,367.    In connection with this raise, the Company also issued 250,000 three-year warrants exercisable at $0.40/share.

 

On July 25, 2014, the Company amended the terms of its February 6, 2013 convertible note with Vista Capital Investments, LLC, pursuant to which the total principal amount of the note was increased from up to $333,000 to up to $444,000. All other terms of and conditions of the note remain in full force and effect. As of June 30, 2014, the convertible note balance and accrued interest is $90,000 and $22,100, respectively. On July 28, 2014, the Company received $50,000 in proceeds, increasing the current principal amount under the note to $140,000 and leaving available $304,000 to be drawn down under the note. 

 

On August 1, 2014, the Company entered into an agreement with KBM Worldwide, Inc. to issue up to $253,500 in a convertible note. The note matures on May 5, 2015 and bears an interest charge of 8%. The conversion price equals the “Variable Conversion Price”, which is 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. The holder of the note has a right to convert all or any part of the outstanding unpaid principal amount into shares of common stock after six months. The Company received $250,000 proceeds on August 4, 2014.   

 

60
 

 

During the six months ended June 30, 2014 and the year ended December 31, 2013, the Company issued convertible notes totaling $1,847,556 and $3,843,221, respectively. The convertible notes consist of the following terms:

 

 
 
 
 		  
 
 
 		  
 
 
 		  
 
 
 

 

Six months ended June 30,
2014
Amount of
Principal Raised

    
 
 
 		 Year ended
December 31,
2013
Amount of
Principal Raised
Interest Rate      2.5% - 10%    4% - 10% 
Default interest rate      14% - 22%    14% - 22% 
Maturity      September 11, 2014 - May 22, 2016    October 24, 2013 - December 29, 2014 
              
Conversion terms 1  70% of the “Market Price”, which is lower of the average closing bid price for the common stock during the ten (10) trading day period  $-   $100,000 
Conversion terms 2  70% of the “Market Price”, which is lower of the average closing bid price for the common stock during the ten (10) trading day period   -    83,333 
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 ten (10) trading day period prior to the conversion.   -    166,000 
Conversion terms 4  70% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the twenty (20) trading day period prior to the conversion.   -    25,000 
Conversion terms 5  70% 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.   -    111,000 
Conversion terms 6  70% 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.   -    55,500 
Conversion terms 7  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.   -    62,500 
Conversion terms 8  65% 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.   -    100,000 
Conversion terms 9  75% of the three (3) lowest closing prices of the common stock during the ten (10) day trading period prior to the conversion date.   -    277,777 
Conversion terms 10  70% of the lower of the average of the three (3) lowest trading prices for the ten (10) day trading period prior to conversion.   -    166,000 
Conversion terms 11  65% of the lower of the average of the three (3) lowest trading prices for the ten (10) day trading period prior to conversion.   -    103,500 
Conversion terms 12  75% of the three (3) lowest closing prices of the common stock during the ten day trading period prior to the conversion date.   -    833,333 
Conversion terms 13  70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.   -    25,000 
Conversion terms 14  70% of the lower of the average of the three (3) lowest trading prices for the fifteen (15) day trading period 1 day prior to conversion.   -    50,000 
Conversion terms 15  75% of the three (3) lowest closing prices of the common stock during the ten day trading period prior to the conversion date.   -    227,222 
Conversion terms 16  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.   -    50,000 
Conversion terms 17  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.   -    103,500 
Conversion terms 18  70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.  $-   $25,000 

 

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The Convertible notes consist of the following terms (continued):

 

      Six months
ended
June 30,
2014
Amount of
Principal Raised		   Year ended
December 31,
2013
Amount of
Principal Raised		 
Interest Rate     2.5% - 10%   4% - 10% 
Default interest rate      14% - 22%    14% - 22% 
Maturity      September 11, 2014 - May 22, 2016    October 24, 2013 - December 29, 2014 
              
Conversion terms 19  75% of the three (3) lowest closing prices of the common stock during the ten (10) day trading period prior to the conversion date.   -    110,000 
Conversion terms 20  75% of the three (3) lowest closing prices of the common stock during the ten (10) day trading period prior to the conversion date.   -    282,778 
Conversion terms 21  70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.   -    25,000 
Conversion terms 22  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.   -    78,500 
Conversion terms 23  70% of the lower of the average of the three (3) lowest trading prices for the fifteen (15) day trading period 1 day prior to conversion.   -    100,000 
Conversion terms 24  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.   -    153,500 
Conversion terms 25  70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.   -    25,000 
Conversion terms 26  75% of the three (3) lowest closing prices of the common stock during the ten (10) day trading period prior to the conversion date.   -    282,778 
Conversion terms 27  75% of the three (3) lowest closing prices of the common stock during the ten (10) day trading period prior to the conversion date.   -    221,000 
Conversion terms 28  70% of the lower of the average of the three (3) lowest trading prices for the fifteen (15) day trading period 1 day prior to conversion.   50,000    - 
Conversion terms 29  75% of the three (3) lowest closing prices of the common stock during the ten (10) day trading period prior to the conversion date.   282,778      
Conversion terms 30  70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.   25,000      
Conversion terms 31  70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.   25,000      
Conversion terms 32  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.   103,500      
Conversion terms 33  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.   78,500      
Conversion terms 34  65% of the “Market Price”, which is the lowest volume weighted average price for the common stock during the prior ten (10) trading day period including the day upon which a Notice of Conversion is received by the Company.   105,000      
Conversion terms 35  Convertible into $0.07/share.  After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the variable conversion price - 75% of the average three (3) lowest closing priceds during the ten (10) trading day period.   550,000      
Conversion terms 36  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.   282,778      
Conversion terms 37  70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.   25,000      
Conversion terms 38  65% of the “Market Price”, which is the lowest volume weighted average price for the common stock during the prior ten (10) trading day period including the day upon which a Notice of Conversion is received by the Company.   105,000      
Conversion terms 39  Convertible into $0.07/share.  After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the variable conversion price - 75% of the average three (3) lowest closing priceds during the ten (10) trading day period.   15,000      
Conversion terms 40  Convertible into $0.07/share.  After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the variable conversion price - 75% of the average three (3) lowest closing priceds during the ten (10) trading day period.   200,000      
              
      $1,847,556   $3,843,221 

 

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The debt holders are entitled, at their option, to convert all or part of the principal and accrued interest into shares of the Company’s common stock at conversion prices and terms discussed above.    The Company classifies embedded conversion features in these notes as a derivative liability due to management’s assessment that the Company may not have sufficient authorized number of shares of common stock required to net-share settle or due to the existence of a ratchet due to an anti-dilution provision. See Note 6 regarding accounting for derivative liabilities.

 

During the year ended December 31, 2013, the Company received $290,000 from the principal stockholder under the terms of a two-year line of credit agreement dated September 26, 2013.    The Company repaid $150,213 in principal and accrued interest in the month of October 2013 to the principal stockholder under the term of this line of credit.    Pursuant to the terms of the loan, the loan is bearing an annual interest rate of 4% and is due on or before September 26, 2015.  During the six months ended June 30, 2014, the principal stockholder loaned an additional $142,000.  As of June 30, 2014, the line of credit balance including accrued interest totaled $286,652 (See Note 4).

 

In the event that we are unable to obtain additional financing and/or funding or our principal stockholder either fails to extend us more financing, declines to loan additional cash, declines to fund the line of credit, or declines to defer his salary payments, we will no longer be able to continue to operate and will have to cease operations unless we begin to generate sufficient revenue to cover our costs.

 

Recent Accounting Pronouncements

 

On June 10, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation ("ASUE 2014-10"). The guidance is intended to reduce the overall cost and complexity associated with financial reporting for development stage entities without reducing the availability of relevant information. The Board also believes the changes will simplify the consolidation accounting guidance by removing the differential accounting requirements for development stage entities. As a result of these changes, there no longer will be any accounting or reporting differences in GAAP between development stage entities and other operating entities. For organizations defined as public business entities the presentation and disclosure requirements in Topic 915 will no longer be required starting with the first annual period beginning after December 15, 2014, including interim periods therein. Early application is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). The Company is currently evaluating the impact of the adoption of ASU 2010-14 on its financial statements.

 

The Company’s management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted would have a material impact on the accompanying financial statements.

 

Critical Accounting Policies and Estimates

 

Our 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. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We 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.

 

Use of Estimates:  

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period.  Actual results could differ from those estimates.

 

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Revenue Recognition: 

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is assured. We had $732 and $1,720 in revenue for the six months ended June 30, 2014 and 2013, respectively.

 

Stock-Based Compensation:

In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation – Stock Compensation.  Under FASB Accounting Standards Codification No. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans.  As such, compensation cost is measured on the date of grant at their fair value.  Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.  The Company applies this statement prospectively.

 

Equity instruments (“instruments”) issued to other than employees are recorded 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.

 

Derivative Financial Instruments

Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model.  In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement.  If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

 

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives.  In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.  

 

Impairment of Long-Lived Assets

The Company 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.  For the year ended December 31, 2013, the Company completed an impairment analysis on its' long-lived assets, their technology rights, and determined that no impairment was necessary.

 

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The Company believes that the accounting estimate related to asset impairment is a "critical accounting estimate" because the impairment methodology is highly susceptible to change from period to period, because it requires management to make assumptions about future cash flows, and because the impact of recognizing impairment could have a significant effect on operations. Management's assumptions about future cash flows require significant judgment because actual business operations of marketing the technology rights is in its infancy stages and managements expects that their future operating levels to fluctuate. The analysis included assumptions that are based on annual business plans and other forecasted results which are used to reflect market-based estimates of the risks associated with the projected cash flows, based on the best information available as of the date of the impairment test. There can be no assurance that the estimates and assumptions used in the impairment tests will prove to be accurate predictions of the future.  If the future adversely differs from management's best estimate of key economic assumptions, and if associated future cash flows materially decrease, the Company may be required to record impairment charges related to its indefinite life intangible asset.

 

Prior to February of 2011, the Company's business operations were related to the development and launching of a social networking website. However, since February of 2011, our business focus has been on the marketing of our Max Sound HD Audio Technology. Since 2011 was our initial year of marketing our technology, management considers past operational levels to be inconsistent with future operations mainly due to the shift in business focus. In our impairment testing, the Company made assumptions towards the income and expenses expected in the future including, but not limited to, determining the actual expenses incurred in the current year that were attributable to the new business focus in order to develop an annual cost benchmark, trends in the marketplace, feedback from current and past marketing activities, and assessments upon the useful life of the technology rights.

 

The Company's primary focus over the next three to five years will be centered around the marketing and implementation of their technology in order to take advantage of the current trends in the marketplace for users of their technology.  In particular, the Company expects that expenses will increase significantly from year to year over the next five years, at which time in year six and beyond the year to year change will be a minimal increase.  

 

As part of the impairment test, the Company reviewed its initial useful life analysis, in reference to their technology, and updated this analysis with factors that existed at the time of the impairment testing and determined that nothing had occurred in the marketplace that would change their initial determination of the useful life of their technology. The analysis included researching known technological advances in the marketplace and determining if those advances which are similar to the Company's products would limit the useful life of the asset. The Company believes that the technological advances in the marketplace are geared to developing different playback devices and the implementation of technology that is similar to the Company's technology. Thus, the Company concluded that its technology rights continue to have an indefinite useful life. However, it is understood that technological advancements could happen in the future that would limit the useful life of its technology. If a technology was created in the future that would limit the useful life of the technology, the Company would be required to update its impairment testing to include a useful life determination of the technology and may be required to record impairment charges at some time in the future.

 

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Off-Balance Sheet Arrangements

 

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

 

Subsequent Events

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not required for smaller reporting companies.

 

Item 4.  Controls and Procedures

 

Disclosure controls and procedures. Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION 

 

Item 1. Legal Proceedings.

 

To the best of our knowledge, there are no known or pending litigation proceedings against us, except as follows:

 

On February 21, 2012, the Company filed a suit for breach of contract, intentional misrepresentation, negligent misrepresentation, fraud, false advertising, and unfair competition with a former consultant.   It seeks damages due to their alleged failure to meet the contractual requirements regarding promotions.  The defendant has been served.  In August of 2013, the Company received a default judgment against the defendant.  This case will be vigorously prosecuted and has a good likelihood of success.  The case seeks in excess of the jurisdictional amount which is $50,000 dollars.

 

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On August 14, 2012, the Company, along with two shareholders of the Company, were named as a defendant in an action filed in the Superior Court for the State of California and the County of San Diego. The plaintiff alleges he was terminated by his former employer “Acoustics Control Sciences, LLC” (which is a company that is not affiliated with Max Sound Corporation) in August, 2008 without receiving wages and other compensation allegedly due him. The plaintiff further claims that two of the members or “shareholders” of Acoustics Control Sciences, LLC, wrongfully transferred a patent owned by his former employer and this transfer prevented his former employer from paying the wages alleged due. According to the plaintiff, when the assets of his former employer were sold to the Company, Max Sound Corporation became a successor-in-interest to the plaintiff’s former employer. Plaintiff thus seeks unpaid wages and other compensation from each alleged successor-in-interest named in his complaint. This case will be vigorously defended by the Company and the Company’s counsel believes the Company has a high likelihood of success; plaintiff has initiated settlement discussions with the defendants.

 

On August 11, 2014, the Company and VSL simultaneously filed trade secret and patent infringement actions against Google, Inc. and its subsidiaries, YouTube, LLC and On2 Technologies, Inc., relating to proprietary and patented technology owned by Vedanti Systems Limited, a subsidiary of VSL. The patent infringement complaint was brought in U.S. District Court for the District of Delaware and the trade secret suit was filed in Superior Court of California, County of Santa Clara.  The lawsuits contend that, in 2010, while Google was in discussions with Vedanti about the possibility of acquiring Vedanti's patented digital video streaming techniques and other proprietary methods, Google gained access to and received technical guidance regarding Vedanti’s proprietary codec, a computer program capable of encoding and decoding a digital data stream or signal. The complaints allege that soon after the two companies initiated negotiations, Google began implementing Vedanti's technology into its own WebM/VP8 video codec without informing Vedanti, and without compensating Vedanti for its use. Plaintiffs are seeking a permanent injunction against Google, compensatory damages, as well as treble damages. As exclusive agent to VSL to enforce all rights with respect to the subject technology, the Company has hired Grant & Eisenhofer, PA to represent the Company and VSL in the suits. These cases will be vigorously prosecuted and the Company believes it has a good likelihood of success. 

 

Item 1A. Risk Factors.

 

Not required for smaller reporting companies.

 

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

Private Financings

 

On May 1, 2014, the Company entered into an agreement with LG Capital Funding, LLC to issue up to $210,000 in two convertible notes.    Each note matures on May 1, 2015 and bears an interest rate of 8%.  The Company received $105,000 proceeds, less the $5,000 original issue discount pursuant to the terms of the first note, on May 8, 2014 and finder’s fees of $5,000.   The Company is due to receive a secured note in the amount of $105,000 from the investor as consideration for the second note. Both convertible notes are convertible at a “Variable Conversion Price”, which is 65% of the “Market Price”, which is the lowest closing bid price for the common stock during the ten (10) trading day period prior to the conversion. The holder of each note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock at any time on or before the maturity date; provided, however, that the second note is not convertible until it has been fully paid for in cash.  The Company has a right to redeem each note as follows: (i) during the first 90 days after issuance, by paying an amount equal to 130% of the unpaid principal plus accrued unpaid interest; (ii) from the 90th to 180th day after issuance, by paying an amount equal to 140% of the unpaid principal plus accrued unpaid interest; and (iii) at any time upon a transfer of all or substantially all of the Company’s assets, a reclassification of the Company’s stock, a consolidation, merger or other reorganizational event, by paying an amount equal to 150% of the unpaid principal plus accrued unpaid interest.   As of June 30, 2014, the convertible note balance and accrued interest on the first note is $106,395.    

 

Also on May 12, 2014, the Company entered into an agreement with ADAR Bays, LLC to issue up to $210,000 in two convertible notes. Each note matures on May 12, 2015 and bears an interest rate of 8%.  The Company received $105,000 proceeds, less the $5,000 original issue discount pursuant to the terms of the first note, on May 16, 2014 and finder’s fees of $5,000.   The Company received a secured note in the amount of $105,000 from the investor as consideration for the second note, payable by December 30, 2014, and secured by the pledge of the second note. Both convertible notes are convertible at a “Variable Conversion Price”, which is 65% of the “Market Price”, which is the lowest closing bid price for the common stock during the ten (10) trading day period prior to the conversion. The holder of each note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock at any time on or before the maturity date; provided, however, that the second note is not convertible until it has been fully paid for in cash.  The Company has a right to redeem each note as follows: (i) during the first 90 days after issuance, by paying an amount equal to 130% of the unpaid principal plus accrued unpaid interest; (ii) from the 90th to 180th day after issuance, by paying an amount equal to 140% of the unpaid principal plus accrued unpaid interest; and (iii) at any time upon a transfer of all or substantially all of the Company’s assets, a reclassification of the Company’s stock, a consolidation, merger or other reorganizational event, by paying an amount equal to 150% of the unpaid principal plus accrued unpaid interest.   As of June 30, 2014, the convertible note balance and accrued interest on the first note is $106,395.     

 

On May 14, 2014, the Company entered into an agreement with Venture Champion Asia Limited to issue up to $200,000 in a convertible note.    The note matures on May 14, 2016, and bears an interest rate of 2.50%.  The initial conversion price equals $0.07/share. After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the “variable conversion price”, which is 75% of the average three (3) lowest closing prices during the ten (10) trading day prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock at any time on or before the maturity date.    The Company received $200,000 proceeds on May 19, 2014.    As of June 30, 2014, the convertible note balance and accrued interest is $200,780.

 

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On May 21, 2014, the Company entered into an agreement with Venture Champion Asia Limited to issue up to $550,000 in a convertible note.    The note matures on May 21, 2016, and bears an interest rate of 2.50%.    The initial conversion price equals $0.07/share. After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the “variable conversion price”, which is 75% of the average three (3) lowest closing prices during the ten (10) trading day prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    The Company received $550,000 proceeds on May 21, 2014.    As of June 30, 2014, the convertible note balance and accrued interest is $551,828.

 

On May 22, 2014, the Company entered into an agreement with ICG USA, LLC to issue up to $15,000 in a convertible note.    The note matures on May 22, 2016, and bears an interest rate of 2.50%.    The conversion price equals $0.07/share. After six months from the date of this note, conversion price shall equal the lower of $0.07/share or the “variable conversion price”, which is 75% of the average three (3) lowest closing prices during the ten (10) trading day prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock at any time on or before the maturity date.    The Company received $15,000 proceeds on May 23, 2014.    As of June 30, 2014, the convertible note balance and accrued interest is $15,051.

 

On May 23, 2014, the Company received $25,000 in proceeds in connection with a drawdown on an existing convertible note with Vista Capital Investments, LLC with total principal amount of up to $333,000.  The note matures on May 22, 2014 and bears an interest rate of 10%.  The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average of the closing bids for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion.  The holder of the note has a right to convert all or any part of the outstanding and unpaid principal amount into shares of common stock at any time after issuance.  As of June 30, 2014, the convertible note balance and accrued interest relating to this drawdown is $30,525. 

 

On June 11, 2014, the Company entered into an agreement with Iliad Research and Trading, LP to issue up to $282,778 in a convertible note.    The note matures on June 10, 2015 and bears an interest rate of 4%.    The note is immediately convertible at a “Variable Conversion Price”, which is 75% of the “Market Price”, which is the average the three (3) lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The Company received $282,778 proceeds, less the $27,778 original issue discount pursuant to the terms of this convertible note, on June 12, 2014 and finder’s fees of $5,000.    As of June 30, 2014, the convertible note balance and accrued interest is $283,367.    In connection with this raise, the Company also issued 250,000 three-year warrants exercisable at $0.40/share.

 

On July 25, 2014, the Company amended the terms of its February 6, 2013 convertible note with Vista Capital Investments, LLC, pursuant to which the total principal amount of the note was increased from up to $333,000 to up to $444,000. All other terms of and conditions of the note remain in full force and effect. As of June 30, 2014, the convertible note balance and accrued interest is $90,000 and $22,100, respectively. On July 28, 2014, the Company received $50,000 in proceeds, increasing the current principal amount under the note to $140,000 and leaving available $304,000 to be drawn down under the note. 

 

On August 1, 2014, the Company entered into an agreement with KBM Worldwide, Inc. to issue up to $253,500 in a convertible note. The note matures on May 5, 2015 and bears an interest charge of 8%. The conversion price equals the “Variable Conversion Price”, which is 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. The holder of the note has a right to convert all or any part of the outstanding unpaid principal amount into shares of common stock after six months. The Company received $250,000 proceeds on August 4, 2014.

 

Compensation-based Issuances

 

On April 25, 2014, the Company issued 50,000 shares of common stock for services having a fair value of $5,500 ($0.11/share).

 

On April 24, 2014 the Company issued 200,000 shares of common stock having a fair value of $21,980 ($0.1099/share) in exchange for consulting services.

 

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On June 30, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $31,250 ($0.25/share).

 

On June 30, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $31,250 ($0.26/share).

 

On June 30, 2014, the Company issued 750,000 shares of common stock for services having a fair value of $191,250 ($0.26/share).

 

On June 30, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $45,625 ($0.37/share).

 

On June 30, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $45,625 ($0.37/share).

 

On June 30, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $45,625 ($0.37/share).

 

On June 30, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $45,625 ($0.37/share).

 

Note Conversions

 

On April 1, 2014, the Company entered into a conversion agreement with Redwood Management, LLC relating to a convertible promissory note dated October 3, 2013 with the original principal amount of $221,000 for 3,134,751 shares based on a conversion price of $0.0705 per share (See Note 6).

 

On April 3, 2014, the Company entered into a conversion agreement with Tonaquint, Inc. relating to a convertible promissory note dated August 19, 2013 with the original principal amount of $227,222 for 1,503,382 shares based on a conversion price of $0.0665 per share (See Note 6).

 

On April 7, 2014, the Company entered into a conversion agreement with Vista Capital Investments, LLC relating to a convertible promissory note dated October 7, 2013 with the original principal amount of $25,000 for 621,227 shares based on a conversion price of $0.0611 per share (See Note 6).

 

On April 18, 2014, the Company entered into a conversion agreement with Asher Enterprises, Inc. relating to a convertible promissory note dated October 10, 2013 with the original principal amount of $78,500 for 652,529 shares based on a conversion price of $0.0613 per share (See Note 6).

 

On April 23, 2014, the Company entered into a conversion agreement with Redwood Management, LLC relating to a convertible promissory note dated October 3, 2013 with the original principal amount of $221,000 for 118,062 shares based on a conversion price of $0.0681 per share (See Note 6).

 

On April 24, 2014, the Company entered into a conversion agreement with Tonaquint, Inc. relating to a convertible promissory note dated August 19, 2013 with the original principal amount of $227,222 for 864,304 shares based on a conversion price of $0.05785 per share (See Note 6).

 

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On April 24, 2014, the Company entered into a conversion agreement executed with Asher Enterprises, Inc. relating to a convertible promissory note dated October 10, 2013 with the original principal amount of $78,500 for 719,171 shares based on a conversion price of $0.0579 per share (See Note 6).

 

On May 8, 2014, the Company entered into a conversion agreement with Vista Capital Investments, LLC relating to a convertible promissory note dated October 7, 2013 with the original principal amount of $25,000 for 222,064 shares based on a conversion price of $0.0563 per share (See Note 6).

 

On May 14, 2014, the Company entered into a conversion agreement with Tonaquint, Inc. relating to a convertible promissory note dated August 19, 2013 with the original principal amount of $227,222 for 540,655 shares based on a conversion price of $0.0555 per share (See Note 6).

 

On May 15, 2014, the Company entered into a conversion agreement with Dominion Capital, LLC relating to a convertible promissory note dated June 3, 2013 with the original principal amount of $277,778 executed by a note holder for 763,942 shares based on a conversion price of $0.06545 per share (See Note 6).

 

On May 20, 2014, the Company entered into a conversion agreement with Vista Capital Investments, LLC relating to a convertible promissory note dated October 7, 2013 with the original principal amount of $25,000 for 507,292 shares based on a conversion price of $0.0561 per share (See Note 6).

 

On May 22, 2014, the Company entered into a conversion agreement with Tonaquint, Inc. relating to a convertible promissory note dated August 19, 2013 with the original principal amount of $227,222 for 535,628 shares based on a conversion price of $0.056 per share (See Note 6).

 

On May 28, 2014, the Company entered into a conversion agreement with Dominion Capital, LLC relating to a convertible promissory note dated June 3, 2013 with the original principal amount of $277,778 executed by a note holder for 103,842 shares based on a conversion price of $0.0642 per share (See Note 6).

 

On May 30, 2014, the Company entered into a conversion agreement with Tonaquint, Inc. relating to a convertible promissory note dated August 19, 2013 with the original principal amount of $227,222 for 350,177 shares based on a conversion price of $0.057114 per share (See Note 6).

 

On June 9, 2014, the Company entered into a conversion agreement with Tonaquint, Inc. relating to a convertible promissory note dated August 19, 2013 with the original principal amount of $227,222 for 314,842 shares based on a conversion price of $0.0611 per share (See Note 6).

 

On June 10, 2014, the Company entered into a conversion agreement with JMJ Financial relating to a convertible promissory note dated December 9, 2013 with the original principal amount of $100,000 executed by a note holder for 550,000 shares based on a conversion price of $0.062627 per share (See Note 6).

 

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On June 10, 2014, the Company entered into a conversion agreement with Vista Capital Investments, LLC relating to a convertible promissory note dated December 6, 2013 with the original principal amount of $25,000 for 162,338 shares based on a conversion price of $0.0616 per share (See Note 6).

 

On June 16, 2014, the Company entered into a conversion agreement with Tonaquint, Inc. relating to a convertible promissory note dated October 7, 2013 with the original principal amount of $282,778 for 469,366 shares based on a conversion price of $0.063916 per share (See Note 6).

 

On June 17, 2014, the Company entered into a conversion agreement with Asher Enterprises, Inc. relating to a convertible promissory note dated December 11, 2013 with the original principal amount of $153,500 for 635,930 shares based on a conversion price of $0.0629 per share (See Note 6).

 

On June 19, 2014, the Company entered into a conversion agreement with Asher Enterprises, Inc. relating to a convertible promissory note dated December 11, 2013 with the original principal amount of $153,500 for 818,331 shares based on a conversion price of $0.0611 per share (See Note 6).

 

On June 23, 2014, the Company entered into a conversion agreement with Asher Enterprises, Inc. relating to a convertible promissory note dated December 11, 2013 with the original principal amount of $153,500 for 725,000 shares based on a conversion price of $0.06 per share (See Note 6).

 

On June 30, 2014, the Company entered into a conversion agreement with Asher Enterprises, Inc. relating to a convertible promissory note dated December 11, 2013 with the original principal amount of $153,500 for 465,954 shares based on a conversion price of $0.0561 per share (See Note 6).

 

The Company determined that the securities described above were issued in transactions that were exempt from the registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 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 the meaning of Rule 501 of Regulation D promulgated under the Securities Act, that they were acquiring such 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.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

On June 16, 2014, MAXD entered into a license and revenue share agreement with LOOKHU, an online subscription service that delivers movies, music, television shows, apps and games. The agreement grants LOOKHU non-exclusive, non-transferable, indivisible worldwide license rights to the distribution and use of the Company’s Application Programming Interface (“API”) audio processor technology. The license is for five years and is reneweable, with the Company’s approval, at LOOKHU’s request.

 

As consideration for the above-referenced license rights, LOOKHU agreed to pay the Company royalties of $2.25 per month per paid subscription to the technology, to be payable on a monthly basis.  Additionally, LOOKHU agreed to pay the Company 4% of the net advertising revenue derived from advertising that utilizes the technology, to be payable on a quarterly basis.

 

Additionally, for the term of the agreement, the parties agreed to split, on a 50/50 basis, net revenue derived from sales of digital music or songs played from a LOOKHU software player, to be payable on a monthly basis.

 

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Item 6. Exhibits

 

Exhibit Number   Description
4.1   Warrant, dated June 11, 2014
10.1   Securities Purchase Agreement, dated May 1, 2014, with LG Capital Funding, LLC
10.2   8% Convertible Redeemable Note due May 1, 2015, issued to LG Capital Funding, LLC
10.3   8% Convertible Redeemable (Back End) Note due May 1, 2015, issued to LG Capital Funding, LLC
10.4   Securities Purchase Agreement, dated May 12, 2014, with ADAR Bays, LLC
10.5   8% Convertible Redeemable Note due May 12, 2014, issued to ADAR Bays, LLC
10.6   8% Convertible Redeemable (Back End) Note due May 12, 2014, issued to ADAR Bays, LLC
10.7   Securities Purchase Agreement, dated May 14, 2014, with Venture Champion Asia Limited
10.8   2.5% Convertible Promissory Note due May 14, 2016, issued to Venture Champion Asia Limited
10.9   Securities Purchase Agreement, dated May 21, 2014, with Venture Champion Asia Limited
10.10   2.5% Convertible Promissory Note due May 21, 2016, issued to Venture Champion Asia Limited
10.11   Securities Purchase Agreement, dated May 22, 2014, with ICG USA, LLC
10.12   2.5% Convertible Promissory Note due May 22, 2016, issued to ICG USA, LLC
10.13   Securities Purchase Agreement, dated June 11, 2014, with Iliad Research and Trading, LP
10.14   4% Convertible Promissory Note due June 11, 2015, issued to Iliad Research and Trading, LP
10.15   VSL Communications Licensing and Representation Agreement, dated May 19, 2014
10.16   LOOKHU License Agreement, dated June 16, 2014
10.17   Amendment to Convertible Promissory Note dated February 6, 2013
10.18   Securities Purchase Agreement, date August 1, 2014, with KBM Worldwide, Inc.
10.19   8% Convertible Promissory Note due May 1, 2015
31.1   Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Executive Officer
31.2   Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Financial Officer
32   Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS   XBRL Instance Document
101.SCH   XBRL Taxonomy Extension Schema
101.CAL   XBRL Taxonomy Extension Calculation Linkbase
101.DEF   XBRL Taxonomy Extension Definition Linkbase
101.LAB   XBRL Taxonomy Extension Label Linkbase
101.PRE   XBRL Taxonomy Extension Presentation Linkbase

  

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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.

 

  MAX SOUND CORPORATION  
  (Registrant)  
     
Date: August 14, 2014 By: /s/ John Blaisure  
    John Blaisure  
   

Chief Executive Officer

(Principal Executive Officer)

  
       
  By: /s/ Greg Halpern  
    Greg Halpern  
   

Chief Financial Officer

(Principal Financial and Accounting Officer)

  

 

 

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 EX-4.1 2 f10q0614ex4i_maxsound.htm WARRANT

 Exhibit 4.1

 

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MAX SOUND CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

 

MAX SOUND CORPORATION

 

WARRANT TO PURCHASE SHARES OF COMMON STOCK

 

1.    Issuance. In consideration of good and valuable consideration as set forth in the Purchase Agreement (defined below), including without limitation the Purchase Price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by MAX SOUND CORPORATION, a Delaware corporation (the “Company”); ILIAD RESEARCH AND TRADING, L.P., a Utah limited partnership, its successors and/or registered assigns (the “Holder”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until the date which is the last calendar day of the month in which the third anniversary of the Issue Date occurs (the “Expiration Date”), 250,000 fully paid and nonassessable shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Shares of Common Stock (this “Warrant”). This Warrant is being issued pursuant to the terms of that certain Securities Purchase Agreement dated June 11, 2014, to which the Company and the Holder are parties (as the same may be amended from time to time, the “Purchase Agreement”).

 

Unless otherwise indicated herein, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.

 

This Warrant was originally issued to the Holder on June 11, 2014 (the “Issue Date”).

 

2.    Exercise of Warrant.

 

        2.1.     General.

 

                  (a)      This Warrant is exercisable in whole or in part at any time and from time to time commencing on the Issue Date and ending on the Expiration Date. Such exercise shall be effectuated by submitting to the Company (either by delivery to the Company or by email or facsimile transmission) a completed and duly executed Notice of Exercise substantially in the form attached to this Warrant as Exhibit A (the “Notice of Exercise”). The date such Notice of Exercise is either faxed, emailed or delivered to the Company shall be the “Exercise Date,” provided that, if such exercise represents the full exercise of the outstanding balance of the Warrant, the Holder shall tender this Warrant to the Company within five (5) Trading Days thereafter, but only if the Warrant Shares to be delivered pursuant to the Notice of Exercise have been delivered to the Holder as of such date. The Notice of Exercise shall be executed by the Holder and shall indicate the number of Warrant Shares (as defined below) to be issued pursuant to such exercise.

 

For purposes of this Warrant, the term “Trading Day” means any day during which the principal market on which the Common Stock is traded (the “Principal Market”) shall be open for business.

 

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For the purposes of this Warrant, the following terms shall have the following meanings:

 

“Exercise Price” shall mean $0.40 per share of Common Stock, as the same may be adjusted from time to time pursuant to the terms and conditions of this Warrant.

 

“Note” shall mean that certain Convertible Promissory Note issued by the Company to the Holder pursuant to the Purchase Agreement, as the same may be amended from time to time, and including any promissory note(s) that replace or are exchanged for such referenced promissory note.

 

“Transaction Documents” or “Transaction Document” shall have the meaning set forth in the Purchase Agreement.

 

“VWAP” shall mean the volume-weighted average price of the Common Stock on the Principal Market for a particular Trading Day or set of Trading Days, as the case may be, as reported by Bloomberg.

 

    (b)      The Exercise Price per share of Common Stock for the Warrant Shares shall be payable, at the election of the Holder, in cash or by certified or official bank check or by wire transfer in accordance with instructions provided by the Company at the request of the Holder.

 

    (c)      Upon the appropriate payment to the Company, if any, of the Exercise Price for the Warrant Shares, together with the surrender of this Warrant (if required), the Company shall promptly, but in no case later than the date that is three (3) Trading Days following the date the Exercise Price is paid to the Company, deliver or cause the Company’s Transfer Agent to deliver the applicable Warrant Shares electronically via the Deposit/Withdrawal at Custodian (“DWAC”) system to the account designated by the Holder on the Notice of Exercise. If for any reason the Company is not able to so deliver the Warrant Shares via the DWAC system, notwithstanding its best efforts to do so, such shall constitute a breach of this Warrant (and thus an Event of Default under the Note), and the Company shall instead, on or before the applicable date set forth above in this subsection, issue and deliver to the Holder or its broker (as designated in the Notice of Exercise), via reputable overnight courier, a certificate, registered in the name of the Holder or its designee, representing the applicable number of Warrant Shares. For the avoidance of doubt, the Company has not met its obligation to deliver Warrant Shares within the required timeframe set forth above unless Holder or its broker, as applicable, has actually received the Warrant Shares (whether electronically or in certificated form) no later than the close of business on the latest possible delivery date pursuant to the terms set forth above.

 

    (d)      If Warrant Shares are delivered later than as required under subsection (d) immediately above, the Company agrees to pay, in addition to all other remedies available to the Holder in the Transaction Documents, a late charge equal to $500 per Trading Day until such Warrant Shares are delivered. The Company shall pay any late charges incurred under this subsection in immediately available funds upon demand; provided, however, that, at the option of the Holder (without notice to the Company), such amount owed may be added to the principal amount of the Note. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Shares as required under subsection (d) immediately above, the Holder may revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this Warrant, except that the late charge described above shall be payable through the date notice of revocation or rescission is given to the Company.

 

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    (e)      The Holder shall be deemed to be the holder of the Warrant shares issuable to it in accordance with the provisions of this Section 2.1 on the Exercise Date.

 

                         2.2.    Ownership Limitation. Notwithstanding anything to the contrary contained in this Warrant or the other Transaction Documents, if at any time the Holder shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause the Holder (together with its Affiliates) to own a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date (the “Maximum Percentage”), the Company must not issue to the Holder shares of the Common Stock which would exceed the Maximum Percentage. The shares of Common Stock issuable to the Holder that would cause the Maximum Percentage to be exceeded are referred to herein as the "Ownership Limitation Shares". The Company will reserve the Ownership Limitation Shares for the exclusive benefit of the Holder. From time to time, the Holder may notify the Company in writing of the number of the Ownership Limitation Shares that may be issued to the Holder without causing the Holder to exceed the Maximum Percentage. Upon receipt of such notice, the Company shall be unconditionally obligated to immediately issue such designated shares to the Holder, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization of the Common Stock is less than $5,000,000.00. Notwithstanding any other provision contained herein, if the term “4.99%” is replaced with “9.99%” pursuant to the preceding sentence, such change to “9.99%” shall be permanent. For purposes of this Agreement, the term “Market Capitalization of the Common Stock” shall mean the product equal to (A) the average VWAP (as defined in the Note) of the Common Stock for the immediately preceding fifteen (15) Trading Days, multiplied by (B) the aggregate number of outstanding shares of Common Stock as reported on the Company’s most recently filed Form 10-Q or Form 10-K. By written notice to the Company, the Holder may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all Affiliates and assigns of the Holder.

 

3.    Mutilation or Loss of Warrant. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will execute and deliver to the Holder a new Warrant of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.

 

4.    Rights of the Holder. The Holder shall not, by virtue of this Warrant alone, be entitled to any rights of a stockholder in the Company, either at law or in equity, and the rights of the Holder with respect to or arising under this Warrant are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

 

5    Protection Against Dilution and Other Adjustments.

 

      5.1.      Capital Adjustments. If the Company shall at any time prior to the expiration of this Warrant subdivide the Common Stock, by split-up or stock split, or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock as a dividend, the number of Warrant Shares issuable upon the exercise of this Warrant shall forthwith be automatically increased proportionately in the case of a subdivision, split or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise Price, and other applicable amounts. Any adjustment under this Section 5.1 shall become effective automatically at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.

 

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      5.2.      Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization, or change in the capital stock of the Company (other than as a result of a subdivision, combination, or stock dividend provided for in Section 5.1 above), then the Company shall make appropriate provision so that the Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities and property receivable in connection with such reclassification, reorganization, or change by a holder of the same number of shares of Common Stock as were purchasable by the Holder immediately prior to such reclassification, reorganization, or change. In any such case appropriate provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per Warrant Share payable hereunder, provided the aggregate purchase price shall remain the same.

 

       5.3.      Notice of Adjustment. Without limiting any other provision contained herein, when any adjustment is required to be made in the number or kind of shares purchasable upon exercise of this Warrant, or in the Exercise Price, pursuant to the terms hereof, the Company shall promptly notify the Holder of such event and of the number of Warrant Shares or other securities or property thereafter purchasable upon exercise of this Warrant.

 

6.    Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock issuable on the exercise of this Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder and any Warrant Agent (as defined below) appointed pursuant to Section 8 hereof. Nothing in this Section 6 shall be deemed to limit any other provision contained herein.

 

7.    Transfer to Comply with the Securities Act. This Warrant, and the Warrant Shares, have not been registered under the 1933 Act. None of the Warrant Shares may be sold, transferred, pledged or hypothecated without (a) an effective registration statement under the 1933 Act relating to such security or (b) an opinion of counsel reasonably satisfactory to the Company that registration is not required under the 1933 Act; provided, however, that the foregoing restrictions on transfer shall not apply if the Warrant or Warrant Shares are transferred to an affiliate of the Holder. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant, the Warrant Shares and any other security issued or issuable upon exercise of this Warrant shall contain a legend, in form and substance satisfactory to counsel for the Company, setting forth the restrictions on transfer contained in this Section 7. Any such transfer shall be accompanied by a transferor assignment substantially in the form attached to this Warrant as Exhibit B (the “Transferor Assignment”), executed by the transferor and the transferee and submitted to the Company. Upon receipt of the duly executed Transferor Assignment, the Company shall register the transferee thereon as the new Holder on the books and records of the Company and such transferee shall be deemed a “registered holder” or “registered assign” for all purposes hereunder, and shall have all the rights of the Holder.

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8.    Warrant Agent. The Company may, by written notice to the Holder, appoint an agent (a “Warrant Agent”) for the purpose of issuing shares of Common Stock on the exercise of this Warrant pursuant hereto, exchanging this Warrant pursuant hereto, and replacing this Warrant pursuant hereto, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office by such Warrant Agent.

 

9.    Transfer on the Company’s Books. Until this Warrant is transferred on the books of the Company, the Company may treat the Holder as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

 

10.    Notices. Any notice required or permitted hereunder shall be given in the manner provided in the subsection titled “Notices” in the Purchase Agreement, the terms of which are incorporated herein by reference.

 

11.    Supplements and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing signed by the parties hereto. This Warrant, together with the Purchase Agreement and all the other Transaction Documents, taken together, contain the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings with respect to the subject matter hereof and thereof other than as expressly contained herein and therein.

 

12.    Governing Law. This Warrant shall be governed by and interpreted in accordance with the laws of the State of Utah, without giving effect to the principles thereof regarding the conflict of laws. The Company and, by accepting this Warrant, the Holder, each irrevocably (a) consents to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting in Salt Lake County, Utah in connection with any dispute or proceeding arising out of or relating to this Warrant, (b) agrees that all claims in respect of any such dispute or proceeding may only be heard and determined in any such court, (c) expressly submits to the venue of any such court for the purposes hereof, and (d) waives any claim of improper venue and any claim or objection that such courts are an inconvenient forum or any other claim or objection to the bringing of any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper. The Company and, by accepting this Warrant, the Holder, each hereby irrevocably consents to the service of process of any of the aforementioned courts in any such proceeding by the mailing of copies thereof by reputable overnight courier (e.g., FedEx) or certified mail, postage prepaid, to such party’s address as provided for herein, such service to become effective ten (10) calendar days after such mailing. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.

 

13.    Remedies. The remedies at law of the Holder of this Warrant in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and, without limiting any other remedies available to the Holder in the Transaction Documents, law or equity, to the fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise.

 

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14.    Counterparts. This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Signature delivered via facsimile or email shall be considered original signatures for purposes hereof.

 

15..    Descriptive Headings. Descriptive headings of the sections of this Warrant are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. 

 

16..    Attorney’s Fees. In the event of any litigation or dispute arising from this Warrant, the parties agree that the party who is awarded the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of the full amount of the attorneys’ fees and expenses paid by said prevailing party in connection with the litigation and/or dispute without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair a court’s power to award fees and expenses for frivolous or bad faith pleading.

 

17..    Severability. Whenever possible, each provision of this Warrant shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be invalid or unenforceable in any jurisdiction, such provision shall be modified to achieve the objective of the parties to the fullest extent permitted and such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Warrant or the validity or enforceability of this Warrant in any other jurisdiction.

 

18..    Time of the Essence. Time is expressly made of the essence of each and every provision of this Warrant.

 

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by an officer thereunto duly authorized as of the Issue Date.

 

  COMPANY:
   
  MAX SOUND CORPORATION
   
  By: /s/ Greg Halpern                                        
  Printed Name: Greg Halpern
  Title: Chairman & CFO

 

[Signature page to Warrant]

 

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EXHIBIT A

 

NOTICE OF EXERCISE OF WARRANT

 

TO: MAX SOUND CORPORATION
  ATTN: Greg Halpern____________
  VIA EMAIL TO: greg@maxsound.com

 

The undersigned hereby irrevocably elects to exercise the right, represented by the Warrant to Purchase Shares of Common Stock dated as of June 11, 2014 (the “Warrant”), to purchase shares of the common stock, $0.0001 par value (“Common Stock”), of MAX SOUND CORPORATION, and tenders herewith payment in accordance with Section 2 of the Warrant, as follows:

 

____________________   $ ____________________= (Exercise Price x Warrant Shares)
____________________  Payment is being made by:
                enclosed check
                wire transfer
  other

_____

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Warrant.

 

It is the intention of the Holder to comply with the provisions of Section 2.2 of the Warrant regarding certain limits on the Holder’s right to receive shares thereunder. The Holder believes this exercise complies with the provisions of such Section 2.2. Nonetheless, to the extent that, pursuant to the exercise effected hereby, the Holder would receive more shares of Common Stock than permitted under Section 2.2, the Company shall not be obligated and shall not issue to the Holder such excess shares until such time, if ever, that the Holder could receive such excess shares without violating, and in full compliance with, Section 2.2 of the Warrant.

 

As contemplated by the Warrant, this Notice of Exercise is being sent by facsimile to the fax number and officer indicated above.

 

If this Notice of Exercise represents the full exercise of the outstanding balance of the Warrant, the Holder either (1) has previously surrendered the Warrant to the Company or (2) will surrender (or cause to be surrendered) the Warrant to the Company at the address indicated above by express courier within five (5) Trading Days after delivery or email or facsimile transmission of this Notice of Exercise; provided that the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to the Holder as of such date.

 

To the extent the Warrant Shares are not able to be delivered to the Holder via the DWAC system, please deliver certificates representing the Warrant Shares to the Holder via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to:

 

___________________________                 
___________________________                
___________________________                

 

Dated:

 
______________________
[Name of Holder]
 
By:________________       
 

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EXHIBIT B

 

FORM OF TRANSFEROR ENDORSEMENT
(To be signed only on transfer of the Warrant)

 

For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the Warrant to Purchase Shares of Common Stock dated as of June 11, 2014 (the “Warrant”) to purchase the percentage and number of shares of common stock, $0.0001 par value (“Common Stock”), of MAX SOUND CORPORATION specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s), and appoints each such person attorney to transfer the undersigned’s respective right on the books of MAX SOUND CORPORATION with full power of substitution in the premises.

 

 

Transferees Percentage Transferred Number Transferred
     
Dated:________________________    

 

  _________________________________
  [Transferor Name must conform to the name of Holder as specified on the face of the Warrant]
   
  By:                                                             
   
  Name:
   

 

Signed in the presence of:  
   
_______________________              
(Name)  
   
ACCEPTED AND AGREED:  
   
_______________________              
[TRANSFEREE]  
   
By:                                                                   
Name:  

 

 

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 EX-10.1 3 f10q0614ex10i_maxsound.htm SECURITIES PURCHASE AGREEMENT

Exhibit 10.1

 

SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 1, 2014, by and between Max Sound Corporation., a Delaware corporation, with headquarters located at 2902A Colorado Avenue, Santa Monica, CA 90904 (the “Company”), and LG CAPITAL FUNDING, LLC, a New York limited liability company, with its address at 1218 Union Street, Suite #2, Brooklyn, NY 11225 (the “Buyer”).

 

WHEREAS:

 

A.              The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

 

B.              Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement two 8% convertible notes of the Company, in the forms attached hereto as Exhibit A and B in the aggregate principal amount of $210,000.00 (with the first note being in the amount of $105,000.00 and the second note being in the amount of $105,000.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note. The first of the two notes (the “First Note”) shall be paid for by the Buyer as set forth herein. The second note (the “Second Note”) shall initially be paid for by the issuance of an offsetting $50,000.00 secured note issued to the Company by the Buyer (“Buyer Note”), provided that prior to conversion of the Second Note, the Buyer must have paid off the Buyer Note in cash such that the Second Note may not be converted until it has been paid for in cash.

 

C.              The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set forth immediately below its name on the signature pages hereto; and 

 

NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

 

1.                 Purchase and Sale of Note.

 

a.                 Purchase of Note. On each Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature pages hereto. 

 

 
 

 

 

b.                  Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

 

c.                  Closing Date. The date and time of the first issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on or about May 1, 2014, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties. Subsequent Closings shall occur when the Buyer Note is repaid. The Closing of the Second Note shall be on or before the dates specified in the Buyer Note.

 

2.                Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

 

a.                  Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note, such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

 

b.                  Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

 

c.                  Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

 

d.                  Information. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company's representations and warranties made herein.

 

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e.                  Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

 

f.                  Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. 

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g.                  Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

 

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

 

         The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within 2 business days, it will be considered an Event of Default under the Note.

 

h.                  Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

 

i.                   Residency. The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature pages hereto.

 

4
 

 

3.             Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

 

a.                  Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

 

b.                  Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

 

c.                  Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

 

d.                  Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

 

e.                  No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a material adverse effect). All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the Over-the-Counter Quotations Bureau (the “OTCQB”) and does not reasonably anticipate that the Common Stock will be delisted by the OTCQB in the foreseeable future, nor are the Company’s securities “chilled” by FINRA. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

 

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f.                   Absence of Litigation. Except as disclosed in the Company’s public filings, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiaries, threatened against or affecting the Company or any of its subsidiaries, or their officers or directors in their capacity as such, that could have a material adverse effect. Schedule 3(f) contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its subsidiaries, without regard to whether it would have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

 

g.                 Acknowledgment Regarding Buyer’ Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’ purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

 

h.                  No Integrated Offering. Neither the Company, nor any of its affiliates, nor ay person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

 

i.                   Title to Property. The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(i) or such as would not have a material adverse effect. Any real property and facilities held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a material adverse effect.

 

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j.                   Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under the Note.

 

4.                COVENANTS.

a.                  Expenses. At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys’ and consultants’ fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the Documents or any consents or waivers of provisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Documents. When possible, the Company must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the Buyer or the submission of an invoice by the Buyer. The Company’s obligation with respect to this transaction is to reimburse Buyer’ expenses shall be $5,000 in legal fees (and similar amounts for the Second Note) which shall be deduced from each Note when funded.

 

b.                  Listing. The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTCQB or any equivalent replacement exchange, the Nasdaq National Market (“Nasdaq”), the Nasdaq SmallCap Market (“Nasdaq SmallCap”), the New York Stock Exchange (“NYSE”), or the American Stock Exchange (“AMEX”) and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the OTCQB and any other exchanges or quotation systems on which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems.

 

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c.                  Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

 

d.                 No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.

 

e.                  Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under the Note.

 

5.                Governing Law; Miscellaneous.

 

a.                  Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

b.                  Counterparts; Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a  party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

 

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c.                  Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

 

d.                 Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

 

e.                  Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

 

f.                  Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

 

If to the Company, to:

 

Max Sound Corporation.
2902A Colorado Avenue
Santa Monica, CA 90404
Attn: Greg Halpern, CFO 

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If to the Buyer:

 

LG CAPITAL FUNDING, LLC

1218 Union Street, Suite #2

Brooklyn, NY

11225 Attn: Joseph
Lerman

 

Each party shall provide notice to the other party of any change in address.

 

g.                 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

 

h.                 Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

 

i.                   Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

 

j.                   Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

 

k.                  No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

 

l.                   Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

 

Max Sound Corporation.  
     
By:

/s/ Greg Halpern

  
  Greg Halpern   
  Chief Financial Officer   

 

LG CAPITAL FUNDING, LLC.
     
By: /s/ Joseph Lerman  
Name:   Joseph Lerman  
Title: Manager  

 

AGGREGATE SUBSCRIPTION AMOUNT:
 
Aggregate Principal Amount of Note: $       105,000.00

 

Aggregate Purchase Price:
 
$105,000.00 less $5,000.00 OID and $5,000 in legal fees
With similar payments to be repeated on the cash funding of Note 2.

 

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EXHIBIT A
144 NOTE - $105K

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT B
BACK END NOTE 1
$105K

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 EX-10.2 4 f10q0614ex10ii_maxsound.htm CONVERTIBLE REDEEMABLE NOTE

Exhibit 10.2 

 

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)

 

US $105,000.00

 

MAX SOUND CORPORATION.

8% CONVERTIBLE REDEEMABLE NOTE
DUE MAY 1, 2015

 

FOR VALUE RECEIVED, Max Sound Corporation. (the “Company”) promises to pay to the order of LG CAPITAL FUNDING, LLC and its authorized successors and permitted assigns ("Holder"), the aggregate principal face amount of One Hundred Five Thousand Dollars exactly (U.S. $105,000.00) on May 1, 2015 ("Maturity Date") and to pay interest on the principal amount outstanding hereunder at the rate of 8% per annum commencing on May 1, 2014. The Company acknowledges this Note was issued with a 5% original issue discount (OID) and as such the issuance price was $100,000.00. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at 1218 Union Street, Suite #2, Brooklyn, NY 11225, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.

 

 

 

This Note is subject to the following additional provisions:

 

1. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith.

2. The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

3. This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended ("Act") and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being converted ("Notice of Conversion") in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.

4. (a) The Holder of this Note is entitled, at its option, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") without restrictive legend of any nature, at a price ("Conversion Price") for each share of Common Stock equal to 65% of the lowest daily VWAP of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the ten prior trading days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Once the Holder has received such shares of Common Stock, the Holder shall surrender this Note to the Company, executed by the Holder evidencing such Holder's intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued, but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 55% instead of 65% while that “Chill” is in effect.

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(b) Interest on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company in Common Stock ("Interest Shares"). Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.

(c) During the first six months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount as follows: (i) if the redemption is within the first 90 days this Note is in effect, then for an amount equal to 130% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 90th day this Note is in effect, but less than the 181st day this Note is in effect, then for an amount equal to 140% of the unpaid principal amount of this Note along with any accrued interest. This Note may not be redeemed after 180 days. The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid and the Company may not redeem this Note.

(d) Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a "Sale Event"), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.

(e) In case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good faith.

5. No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.
 

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6.   The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

7.   The Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

8.   If one or more of the following described "Events of Default" shall occur:

(a) The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

(b) Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or

(c) The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company under this Note or any other note issued to the Holder; or

(d) The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or

(e) A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

(f) Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

(g) One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

4
 

(h) The Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period; or

(i) The Company shall have its Common Stock delisted from an exchange (including the OTCBB exchange) or, if the Common Stock trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days;

(j) If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;

(k) The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion; or

(l) The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.

Then, or at any time thereafter, unless cured, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 16% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10th day.

If the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

9. In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby charged or terminated other than by a written instrument signed by the Company and the Holder. 

5
 

 

10. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

11. The Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information indicating it is no longer a “shell issuer. Further. The Company will instruct its counsel to either (i) write a 144- 3(a(9) opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.

12. The Company shall issue irrevocable transfer agent instructions reserving 4,945,000 shares of its Common Stock for conversions under this Note (the “Share Reserve”). The reserve shall be replenished as needed to allow for conversions of this Note. Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all costs associated with issuing and delivering the shares.

13. The Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.

14. This Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

6
 

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

 

Dated: May 2, 2014

  MAX SOUND CORPORATION
   
  By:     /s/ Greg Halpern
  Title: Chairman & CFO

7
 

EXHIBIT A

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Note)

The undersigned hereby irrevocably elects to convert $____________ of the above Note into___________ Shares of Common Stock of Max Sound Corporation. (“Shares”) according to the conditions set forth in such Note, as of the date written below.

If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.

Date of Conversion: ___________________________________________________

Applicable Conversion Price: __________________________________________

Signature: ________________________________________________________

[Print Name of Holder and Title of Signer]

Address:  __________________________________________

                __________________________________________

 

SSN or EIN:  __________________________________________

Shares are to be registered in the following name:______________________________________

Name:_____________________________________________

Address:  __________________________________________

Tel:______________________________________________

Fax:______________________________________________

SSN or EIN:________________________________________

Shares are to be sent or delivered to the following account:

Account
Name:
Address: 

 

8

 

 EX-10.3 5 f10q0614ex10iii_maxsound.htm CONVERTIBLE REMEEMABLE NOTE

Exhibit 10.3 

  

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)

 

US $105,000.00

 

MAX SOUND CORPORATION.
8% CONVERTIBLE REDEEMABLE NOTE
DUE MAY 1, 2015
BACK END

 

FOR VALUE RECEIVED, Max Sound Corporation. (the “Company”) promises to pay to the order of LG CAPITAL FUNDING, LLC and its authorized successors and permitted assigns ("Holder"), the aggregate principal face amount of One Hundred Five Thousand Dollars exactly (U.S. $105,000.00) on May 1, 2015 ("Maturity Date") and to pay interest on the principal amount outstanding hereunder at the rate of 8% per annum commencing on May 1, 2014. The Company acknowledges this Note was issued with a 5% original issue discount (OID) and as such the issuance price was $100,000.00. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at 1218 Union Street, Suite #2, Brooklyn, NY 11225, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.

 

1
 

 

 

This Note is subject to the following additional provisions:

 

1.     This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith.

 

2.    The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

 

3.    This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended ("Act") and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being converted ("Notice of Conversion") in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.

 

4.    (a)    The Holder of this Note is entitled, at its option, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") without restrictive legend of any nature, at a price ("Conversion Price") for each share of Common Stock equal to 65% of the lowest daily VWAP of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the ten prior trading days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Once the Holder has received such shares of Common Stock, the Holder shall surrender this Note to the Company, executed by the Holder evidencing such Holder's intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued, but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 55% instead of 65% while that “Chill” is in effect.

 

2
 

 

 

   (b)    Interest on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company in Common Stock ("Interest Shares"). Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.

 

   (c)    During the first six months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount as follows: (i) if the redemption is within the first 90 days this Note is in effect, then for an amount equal to 130% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 90th day this Note is in effect, but less than the 181st day this Note is in effect, then for an amount equal to 140% of the unpaid principal amount of this Note along with any accrued interest. This Note may not be redeemed after 180 days. The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid and the Company may not redeem this Note.

 

   (d)   Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a "Sale Event"), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.

 

   (e)  In case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good faith. 

 

5.    No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

 

3
 

 

6.    The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

 

7.    The Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

 

8.    If one or more of the following described "Events of Default" shall occur:

 

   (a)    The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

 

   (b)    Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or

 

   (c)    The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company under this Note or any other note issued to the Holder; or

 

   (d)    The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or

 

   (e)    A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

 

   (f)    Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

 

   (g)    One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

 

4
 

 

   (h)    The Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period; or

 

   (i)    The Company shall have its Common Stock delisted from an exchange (including the OTCBB exchange) or, if the Common Stock trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days;

 

   (j)    If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;

 

   (k)    The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion; or

 

   (l)    The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.

 

   (m)   The Company’s Common Stock has a closing bid price of less than $0.10 per share for at least 5 consecutive trading days; or

 

   (n)    The aggregate dollar trading volume of the Company’s Common Stock is less than fifty thousand dollars ($50,000.00) in any 5 consecutive trading days; or

 

   (o)    The Company shall cease to be “current” in its filings with the Securities and Exchange Commission.

 

Then, or at any time thereafter, unless cured (except for 8(m) and 8(n) which are incurable defaults, the sole remedy of which is to allow the Holder to cancel both this Note and the Holder Issued Note, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall be accrue at a default interest rate of 16% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. Further, if the Note becomes due and payable, the Holder may use the outstanding principal and interest due under the Note to offset any payment obligations it may have to the Company. In the event of a breach of 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10th day.

 

5
 

 

If the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then, if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

 

9.    In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

 

10.    Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

 

11.    The Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information indicating it is no longer a “shell issuer. Further. The Company will instruct its counsel to either (i) write a 144- 3(a(9) opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.

 

12.    Prior to cash funding of this Note, The Company will issue irrevocable transfer agent instructions reserving 3x the number of shares of Common Stock necessary to allow the holder to convert this note based on the discounted conversion price set forth in Section 4(a) herewith and in accordance with Section 12 of the $105,000 144 note of even date herewith. The reserve shall be replenished as needed to allow for conversions of this Note. Upon full conversion of this Note, the reserve representing this Note shall be cancelled. The Company will pay all transfer agent costs associated with issuing and delivering the shares.

 

13.    The Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.

 

14.    This Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

 

6
 

 

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

 

Dated: May 2, 2014
  MAX SOUND CORPORATION
  By: /s/ Greg Halpern                 
  Title: Chairman & CFO

 

7
 

 

EXHIBIT A

 

NOTICE OF CONVERSION

 

(To be Executed by the Registered Holder in order to Convert the Note)

 

The undersigned hereby irrevocably elects to convert $____________ of the above Note into___________ Shares of Common Stock of Max Sound Corporation. (“Shares”) according to the conditions set forth in such Note, as of the date written below.

 

If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.

 

Date of Conversion: ___________________________________
Applicable Conversion Price: ___________________________________
Signature: ___________________________________
  [Print Name of Holder and Title of Signer]
Address: ___________________________________
  ___________________________________
SSN or EIN: ___________________________________

 

Shares are to be registered in the following name: ___________________________________

 

 

Name: ___________________________________
Address: ___________________________________
Tel: ___________________________________
Fax: ___________________________________
SSN or EIN: ___________________________________

 

Shares are to be sent or delivered to the following account:
Account Name: ___________________________________
Address: ___________________________________

 

 

 EX-10.4 6 f10q0614ex10iv_maxsound.htm SECURITIES PURCHASE AGREEMENT

Exhibit 10.4 

 

SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 1, 2014, by and between Max Sound Corporation., a Delaware corporation, with headquarters located at 2902A Colorado Avenue, Santa Monica, CA 90904 (the “Company”), and ADAR BAYS, LLC, a New York limited liability company, with its address at 3411 Indian Creek Drive, Suite 403, Miami Beach, FL 33140 (the “Buyer”).

 

WHEREAS:

 

A.    The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

 

B.    Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement two 8% convertible notes of the Company, in the forms attached hereto as Exhibit A and B in the aggregate principal amount of $210,000.00 (with the first note being in the amount of $105,000.00 and the second note being in the amount of $105,000.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note. The first of the two notes (the “First Note”) shall be paid for by the Buyer as set forth herein. The second note (the “Second Note”) shall initially be paid for by the issuance of an offsetting $50,000.00 secured note issued to the Company by the Buyer (“Buyer Note”), provided that prior to conversion of the Second Note, the Buyer must have paid off the Buyer Note in cash such that the Second Note may not be converted until it has been paid for in cash.

 

C.    The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set forth immediately below its name on the signature pages hereto; and

 

NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

 

1.    Purchase and Sale of Note.

 

 a.    Purchase of Note. On each Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature pages hereto.

 

1
 

 

 b.    Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

 

c.     Closing Date. The date and time of the first issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on or about May 1, 2014, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties. Subsequent Closings shall occur when the Buyer Note is repaid. The Closing of the Second Note shall be on or before the dates specified in the Buyer Note.

 

2.    Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

 

 a.    Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note, such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

 

 b.    Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

 

 c.    Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

 

 d.    Information. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company's representations and warranties made herein.

2
 

 

 e.    Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

 

 f.    Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. 

 

3
 

 

g.    Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities): 

 

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

 

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within 2 business days, it will be considered an Event of Default under the Note.

 

 h.    Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

 

 i.    Residency. The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature pages hereto.

 

4
 

 

3. Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

  

a.    Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

 

b.    Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

 

c.    Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

 

d.    Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

 

5
 

  

e.    No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a material adverse effect). All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the Over-the-Counter Quotations Bureau (the “OTCQB”) and does not reasonably anticipate that the Common Stock will be delisted by the OTCQB in the foreseeable future, nor are the Company’s securities “chilled” by FINRA. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

 

f.    Absence of Litigation. Except as disclosed in the Company’s public filings, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiaries, threatened against or affecting the Company or any of its subsidiaries, or their officers or directors in their capacity as such, that could have a material adverse effect. Schedule 3(f) contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its subsidiaries, without regard to whether it would have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

 

g.    Acknowledgment Regarding Buyer’ Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’ purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

 

h.    No Integrated Offering. Neither the Company, nor any of its affiliates, nor ay person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities. 

 

6
 

 

i.    Title to Property. The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(i) or such as would not have a material adverse effect. Any real property and facilities held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a material adverse effect.

 

j.    Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under the Note.

 

4. COVENANTS.

 

a.    Expenses. At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys’ and consultants’ fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the Documents or any consents or waivers of provisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Documents. When possible, the Company must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the Buyer or the submission of an invoice by the Buyer. The Company’s obligation with respect to this transaction is to reimburse Buyer’ expenses shall be $5,000 in legal fees (and similar amounts for the Second Note) which shall be deduced from each Note when funded.

 

b.    Listing. The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTCQB or any equivalent replacement exchange, the Nasdaq National Market (“Nasdaq”), the Nasdaq SmallCap Market (“Nasdaq SmallCap”), the New York Stock Exchange (“NYSE”), or the American Stock Exchange (“AMEX”) and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the OTCQB and any other exchanges or quotation systems on which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems.

 

c.    Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

 

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d.    No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.

 

e. Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under the Note.

 

5.   Governing Law; Miscellaneous.

 

a.    Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

b.    Counterparts; Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

 

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c.    Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

 

d.    Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

 

e.    Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

 

f.    Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

 

If to the Company, to:

      Max Sound Corporation.

      2902A Colorado Avenue

      Santa Monica, CA 90404  

      Attn: Greg Halpern, CFO

 

If to the Buyer:

ADAR BAYS, LLC

3411 Indian Creek Drive, Suite 403,

Miami Beach, FL 33140

 

Each party shall provide notice to the other party of any change in address.

 

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g.    Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

 

h   . Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

 

i.    Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

 

j.    Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

 

k.    No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

 

l.    Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threateneds breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

 

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

 

Max Sound Corporation.

 

By: /s/ Greg Halpern  
Title: Chairman & CFO

 

 

ADAR BAYS, LLC.  
   
By: /s/ Samuel Eisenberg  
Name: Samuel Eisenberg  
Title:  Member  
__________________  

 

AGGREGATE SUBSCRIPTION AMOUNT:
 
Aggregate Principal Amount of Note:                                             $      105,000.00

 

Aggregate Purchase Price:
 

$105,000.00 less $5,000.00 OID and $5,000 in legal fees
With similar payments to be repeated on the cash funding of Note 2.

 

 

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EXHIBIT A
144 NOTE - $105K

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

EXHIBIT B
BACK END NOTE 1
$105K

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 EX-10.5 7 f10q0614ex10v_maxsound.htm CONVERTIBLE REDEEMBLE NOTE

 Exhibit 10.5

 

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)

 

US $105,000.00

 

MAX SOUND CORPORATION.

8% CONVERTIBLE REDEEMABLE NOTE
DUE MAY 12, 2015

 

FOR VALUE RECEIVED, Max Sound Corporation. (the “Company”) promises to pay to the order of ADAR BAYS, LLC and its authorized successors and permitted assigns ("Holder"), the aggregate principal face amount of One Hundred Five Thousand Dollars exactly (U.S. $105,000.00) on May 12, 2015 ("Maturity Date") and to pay interest on the principal amount outstanding hereunder at the rate of 8% per annum commencing on May 12, 2014. The Company acknowledges this Note was issued with a 5% original issue discount (OID) and as such the issuance price was $100,000.00. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at 3411 Indian Creek Drive, Suite 403, Miami Beach, FL 33140, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.

 

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                                  This Note is subject to the following additional provisions:

 

1.               This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith.

 

2.               The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

 

3.               This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended ("Act") and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being converted ("Notice of Conversion") in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.

 

 4.              (a)               The Holder of this Note is entitled, at its option, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") without restrictive legend of any nature, at a price ("Conversion Price") for each share of Common Stock equal to 65% of the lowest daily VWAP of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the ten prior trading days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Once the Holder has received such shares of Common Stock, the Holder shall surrender this Note to the Company, executed by the Holder evidencing such Holder's intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued, but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 55% instead of 65% while that “Chill” is in effect.

 

2
 

 (b)              Interest on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company in Common Stock ("Interest Shares"). Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.

 

  (c)               During the first six months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount as follows: (i) if the redemption is within the first 90 days this Note is in effect, then for an amount equal to 130% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 90th day this Note is in effect, but less than the 181st day this Note is in effect, then for an amount equal to 140% of the unpaid principal amount of this Note along with any accrued interest. This Note may not be redeemed after 180 days. The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid and the Company may not redeem this Note.

 

  (d)               Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a "Sale Event"), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.

 

  (e)               In case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good faith.

 

5.              No provision of this Note shall alter or impair the obligation of the Com-pany, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

 

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6.               The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

 

7.               The Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

 

8.               If one or more of the following described "Events of Default" shall occur:

 

(a)               The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

 

(b)               Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or

 

(c)               The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company under this Note or any other note issued to the Holder; or

 

(d)               The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or

 

(e)                A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

 

(f)                Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

 

(g)               One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

 

4
 

  (h)               The Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period; or

 

  (i)                The Company shall have its Common Stock delisted from an exchange (including the OTCBB exchange) or, if the Common Stock trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days;

 

  (j)                If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;

 

  (k)               The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion; or

 

  (l)                The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.

 

Then, or at any time thereafter, unless cured, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 16% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10th day.

 

If the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

 

9.               In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

5
 

 

10.              Neither this Note nor any term hereof may be amended, waived, dis- charged or terminated other than by a written instrument signed by the Company and the Holder.

 

11.             The Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information indicating it is no longer a “shell issuer. Further. The Company will instruct its counsel to either (i) write a 144- 3(a(9) opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.

 

12.             The Company shall issue irrevocable transfer agent instructions reserving 4,945,000 shares of its Common Stock for conversions under this Note (the “Share Reserve”). The reserve shall be replenished as needed to allow for conversions of this Note. Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all costs associated with issuing and delivering the shares.

 

13.             The Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.

 

14.             This Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

 

6
 

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

 

Dated: May 2, 2014
 
  MAX SOUND CORPORATION
   
  By: /s/ Greg Halpern
  Title: Chairman & CFO

7
 

 

EXHIBIT A

 

NOTICE OF CONVERSION

 

(To be Executed by the Registered Holder in order to Convert the Note)

 

The undersigned hereby irrevocably elects to convert $____________ of the above Note into___________ Shares of Common Stock of Max Sound Corporation. (“Shares”) accord- ing to the conditions set forth in such Note, as of the date written below. 

If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.

 

Date of Conversion:__________________________________________

 

Applicable Conversion Price:__________________________________________

 

Signature:_________________________________________________________

[Print Name of Holder and Title of Signer]

 Address: _________________________________________________________

                  _________________________________________________________

 

SSN or EIN: ____________________________

 

Shares are to be registered in the following name:______________________________________

 

Name:                                                                                              

 

Address: _________________________________________________________

 

Tel:                                                                                              

 

Fax:                                                                                              

 

SSN or EIN: _____________________________________

 

Shares are to be sent or delivered to the following account:

 

Account Name:____________________________________________________

 

Address:_________________________________________________________

 

8

 EX-10.6 8 f10q0614ex10vi_maxsound.htm CONVERTIBLE REDEEMABLE NOTE

Exhibit 10.6

 

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)

 

US $105,000.00

 

MAX SOUND CORPORATION.
8% CONVERTIBLE REDEEMABLE NOTE
DUE MAY 12, 2015
BACK END

 

FOR VALUE RECEIVED, Max Sound Corporation. (the “Company”) promises to pay to the order of ADAR BAYS, LLC and its authorized successors and permitted assigns ("Holder"), the aggregate principal face amount of One Hundred Five Thousand Dollars exactly (U.S. $105,000.00) on May 12, 2015 ("Maturity Date") and to pay interest on the principal amount outstanding hereunder at the rate of 8% per annum commencing on May 12, 2014. The Company acknowledges this Note was issued with a 5% original issue discount (OID) and as such the issuance price was $100,000.00. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at 3411 Indian Creek Drive, Suite 403, Miami Beach, FL 33140, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.

  This Note is subject to the following additional provisions: 

 

1.          This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith.

 

 

2.          The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

3.          This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended ("Act") and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being converted ("Notice of Conversion") in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.

4.         (a)       The Holder of this Note is entitled, at its option, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") without restrictive legend of any nature, at a price ("Conversion Price") for each share of Common Stock equal to 65% of the lowest daily VWAP of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the Common Stock may be traded in the future ("Exchange"), for the ten prior trading days including the day upon which a Notice of Conversion is received by the Company (provided such Notice of Conversion is delivered by fax or other electronic method of communication to the Company after 4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price). If the shares have not been delivered within 3 business days, the Notice of Conversion may be rescinded. Such conversion shall be effectuated by the Company delivering the shares of Common Stock to the Holder within 3 business days of receipt by the Company of the Notice of Conversion. Once the Holder has received such shares of Common Stock, the Holder shall surrender this Note to the Company, executed by the Holder evidencing such Holder's intention to convert this Note or a specified portion hereof, and accompanied by proper assignment hereof in blank. Accrued, but unpaid interest shall be subject to conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. In the event the Company experiences a DTC “Chill” on its shares, the conversion price shall be decreased to 55% instead of 65% while that “Chill” is in effect.

2
 

           (b)        Interest on any unpaid principal balance of this Note shall be paid at the rate of 8% per annum. Interest shall be paid by the Company in Common Stock ("Interest Shares"). Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.

           (c)        During the first six months this Note is in effect, the Company may redeem this Note by paying to the Holder an amount as follows: (i) if the redemption is within the first 90 days this Note is in effect, then for an amount equal to 130% of the unpaid principal amount of this Note along with any interest that has accrued during that period, (ii) if the redemption is after the 90th day this Note is in effect, but less than the 181st day this Note is in effect, then for an amount equal to 140% of the unpaid principal amount of this Note along with any accrued interest. This Note may not be redeemed after 180 days. The redemption must be closed and paid for within 3 business days of the Company sending the redemption demand or the redemption will be invalid and the Company may not redeem this Note.

           (d)        Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a "Sale Event"), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.

           (e)       In case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good faith.

 

3
 

 

5.         No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

6.         The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

7.         The Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

8.         If one or more of the following described "Events of Default" shall occur:

           (a)       The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

           (b)       Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or

           (c)       The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company under this Note or any other note issued to the Holder; or

           (d)       The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or

           (e)       A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

           (f)        Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

           (g)       One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

 

4
 

           (h)       The Company shall have defaulted on or breached any term of any other note of similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period; or

           (i)        The Company shall have its Common Stock delisted from an exchange (including the OTCBB exchange) or, if the Common Stock trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days;

           (j)        If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;

           (k)       The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion; or

           (l)         The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.

           (m)       The Company’s Common Stock has a closing bid price of less than $0.10 per share for at least 5 consecutive trading days; or

           (n)       The aggregate dollar trading volume of the Company’s Common Stock is less than fifty thousand dollars ($50,000.00) in any 5 consecutive trading days; or

           (o)       The Company shall cease to be “current” in its filings with the Securities and Exchange Commission.

Then, or at any time thereafter, unless cured (except for 8(m) and 8(n) which are incurable defaults, the sole remedy of which is to allow the Holder to cancel both this Note and the Holder Issued Note, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary not with standing, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall be accrue at a default interest rate of 16% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. Further, if the Note becomes due and payable, the Holder may use the outstanding principal and interest due under the Note to offset any payment obligations it may have to the Company. In the event of a breach of 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10th day.

5
 

If the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then, if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

9.         In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

10.       Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

11.       The Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information indicating it is no longer a “shell issuer. Further. The Company will instruct its counsel to either (i) write a 144- 3(a(9) opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.

12.       Prior to cash funding of this Note, The Company will issue irrevocable transfer agent instructions reserving 3x the number of shares of Common Stock necessary to allow the holder to convert this note based on the discounted conversion price set forth in Section 4(a) herewith and in accordance with Section 12 of the $105,000 144 note of even date herewith. The reserve shall be replenished as needed to allow for conversions of this Note. Upon full conversion of this Note, the reserve representing this Note shall be cancelled. The Company will pay all transfer agent costs associated with issuing and delivering the shares.

13.       The Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.

14.       This Note shall be governed by and construed in accordance with the laws of New York applicable to contracts made and wholly to be performed within the State of New York and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of New York. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

6
 

 

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

 

Dated: May 12, 2014

   
  MAX SOUND CORPORATION
   
  By:   /s/ Greg Halpern
  Title: Chairman & CFO

 

7
 

 

EXHIBIT A

 

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Note) 

The undersigned hereby irrevocably elects to convert $_______________________ of the above Note into_________________________ Shares of Common Stock of Max Sound Corporation. (“Shares”) according to the conditions set forth in such Note, as of the date written below.

 

If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.

 

Date of Conversion: ____________________________________________________________

Applicable Conversion Price: ____________________________________________________

Signature:_________________________________________________________________

[Print Name of Holder and Title of Signer]

 

Address: __________________________________________________________________

                 __________________________________________________________________ 

 

SSN or EIN: ____________________________________ 

Shares are to be registered in the following name: ________________________________

Name:  ___________________________________________________

Address:  ___________________________________________________

Tel:  _________________________________________

Fax:   _________________________________________

SSN or EIN: _________________________________________

 

 

Shares are to be sent or delivered to the following account:

 

Account Name:

Address: 

 

 

 EX-10.7 9 f10q0614ex10vii_maxsound.htm SECURITIES PURCHASE AGREEMENT

Exhibit 10.7 

 

SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (The “Agreement”), dated as of May 14, 2014, by and between Max Sound Corporation a Delaware corporation, with headquarters located at 2902A Colorado Avenue Santa Monica, CA 90404 (the “Company”), and Venture Champion Asia Limited, a British Virgin Islands Corporation, with its address at 425 N. Martingale Road, Suite 1540, Schaumburg, IL 60173 (the “Buyer”).

 

WHEREAS:

 

A.The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”).

 

B.Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a 2.5% convertible note of the Company, in the form attached hereto as the Convertible Promissory Note, in the aggregate principal amount of $200,000.00, and purchase price of $200,000.00, (the “Note”), convertible into shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note.

 

C.The Buyer wishes to purchase from the Company and accept such Note and from the Company, all pursuant to the terms set forth immediately below its name on the signature pages hereto; and

  

NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

 

1. Purchase and Sale of Note and Warrant.

 

a.   Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature pages hereto.

 

b.   Form of Payment. On the Closing date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

 

c.  Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note pursuant to the Agreement (the “Closing Date”) shall be on or about May 14, 2014, or such other mutually agreed upon time. The Closing Date at such location as may be agreed to by the parties.

 

2. Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

 

a.   Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (including, without limitation, such additional shares of Common Stock, if any, as are issuable (i) on account of interest on the Note, (ii) as a result of the events described in Sections 1.3 and 1.4 of the Note or (iii) in payment of the Standard Liquidation Damages Amount (as defined in Section 2(f) below) pursuant to this Agreement, such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale of distribution thereof, expect pursuant to sales registered or exempted from registration under the 1933 Act, provided, however, that by making the representations herein, the Buyer does not agree to hold any Securities for a minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

 

 

 

b.   Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”)

 

c.   Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

 

d.   Information. The Buyer acknowledges that it has reviewed the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Investor or its representatives or counsel shall modify, amend or affect such Investor's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company's representations and warranties contained in the Transaction Documents.

 

e.   Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities

 

2
 

 

f.   Transfer or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel, to be approved by the Company, that shall be in the form of the Form of Opinion to the Note(s), to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be approved and accepted by the Company, (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case).

 

g.   Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

 

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

 

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the Holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in the form of the Form of Opinion attached as Exhibit B to the Note, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company or that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the note.

 

h.   Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

 

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i.   Residency. The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature pages hereto.

 

3. Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

 

a.   Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. Schedule 3(a) sets forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each is incorporated. The Company and each of it Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the company owns, directly or indirectly, a majority equity or other controlling ownership interest.

 

b.   Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with the authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

 

c.   Capitalization. The number of shares and type of all authorized, issued and outstanding capital stock of the Company, and all shares of Common Stock reserved for issuance under the Company’s various option and incentive plans, is specified in the SEC Reports. Except as specified in the SEC Reports, no securities of the Company are entitled to preemptive or similar rights, and no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as specified in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. The issue and sale of the Securities will not, immediately or with the passage of time, obligate the Company to issue shares of Common Stock or other securities to any Person and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities.

 

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d.   Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non--assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

 

e.   Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

 

f.   No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license of instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). Neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which the notice or lapse of time or both could put the company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted in violation of any law, ordinance or regulation of any governmental entity so long as the Buyer owns any portion of the Note or of the Securities.. Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with any court, governmental agency, regulatory agency, self regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement, the Note in accordance with the terms hereof or thereof or to issue and sell the Note in accordance with the terms hereof and to issue the Conversion Shares upon conversion of the Note. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the Over-the-Counter Bulletin Board (the “OTCBB”) and does not reasonably anticipate that the Common Stock will be delisted by the OTCBB in the foreseeable future. The Company and its Subsidiaries are unaware of any facts or circumstances, which might give rise to any of the foregoing.

 

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g.   SEC Documents: Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents, when not available on www.sec.gov. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with the United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

 

h.   Absence of Certain Changes. Since December 31, 2012, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the company or any of its Subsidiaries that is not filed in the SEC filings.

 

i.   Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company of any of its Subsidiaries, or their officers or directors in the their capacity as such, that could have a Material Adverse Effect. Schedule 3(i) contains a complete list and summary description of any pending or, to the knowledge of the Company threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances, which might give rise to any of the foregoing.

 

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j.   Patents, Copyrights, etc. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual Property.

 

k.   No Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement, which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.

 

l.   Tax Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the company know of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any taxing authority.

 

m.   Certain Transactions. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties and other than the grant of stock options disclosed in the Company’s SEC Documents and on Schedule 3(c), none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

 

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n.   Disclosure. All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading.

 

o.   Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

 

p.   No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offer to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

 

q.   Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto Investor shall have executed a written agreement regarding the confidentiality and use of such information.

 

r.   Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since December 31, 2012, neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to the possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect. 

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s.   Environmental Matters.

 

(i) There are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or waste (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

 

(ii) Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained on or about any real property currently owned, leased or used by the Company or any of its subsidiaries, and no Hazardous Materials were released on or about any real property previously owned, leased or used by the company or any of its Subsidiaries during the period the property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s or any of its Subsidiaries’ business.

 

(iii) There are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries that are not in compliance with applicable law.

 

t.   Title to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its’ Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

 

u.   Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. Upon written request the Company will provide to the Buyer true and correct copies of all insurance policies relating to the directors’ and officers’ liability coverage, errors and omissions coverage, and commercial general liability coverage that are in effect at that time. 

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v.    Internal Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

 

w.    Foreign Corrupt Practices. Neither the company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

 

x.     Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debt mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

 

y.    No Investment Company. The Company is not, and upon the issuance and sale of Securities as contemplated by this Agreement will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”). The Company is not controlled by an Investment Company.

 

z.     Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth in the Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 3.4 of the Note.

 

4. Covenants.

 

a.     Best Efforts. The parties shall use their best efforts to satisfy each of the conditions described in Section 6 and 7 of this Agreement.

 

b.     Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before or shortly thereafter the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer in respect to this and projected additionally related applicable closings pursuant to this and other related Agreements under applicable securities or “blue sky” laws of the states of the United States (or to obtain and exemption from such qualification), and shall provide evidence of any such action so taken to the Buyer on or prior or shortly thereafter the Closing Date.

 

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c.     Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

 

d.    Right of First Refusal. Unless it shall have first delivered to the Buyer, with the exception of any Offerings (as defined herein) in progress prior to execution of this Agreement, at least seventy two (72) hours prior to the closing of such future Offering written notice describing the proposed Future Offering, including the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith, and providing the Buyer and option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the (“Right of first Refusal”) (and subject to the exceptions described below). In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to rule 415 under the 1933 Act) or (ii) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

 

e.     Listing. The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTCBB, OTCQB, PinkSheets or any equivalent replacement exchange, the Nasdaq National Market (“Nasdaq”), the Nasdaq SmallCap Market (“Nasdaq SmallCap”), the New York Stock Exchange (“NYSE”), or the American Stock Exchange (“AMEX”) and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the OTCBB and any other exchanges or quotation systems on which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems.

 

f.      Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company's assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, OTCQB, PinkSheets, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

 

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g.     No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.

 

h.     Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under Section 3.4 of the Note.

 

i.      Failure to Company with the 1934 Act. So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting requirements of the 1934 Act; and the company shall continue to be subject to the reporting requirements of the 1934 Act.

 

j.     Trading Activities. Neither the Buyer nor its affiliates has an open short position in the common stock of the Company and the Buyer agree that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of the Company.

 

5. Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent by using the form titled “Irrevocable Transfer Agent Instructions“.

 

6. Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

 

a.   The Buyer shall have executed this Agreement and delivered the same to the Company.

 

b.   The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

 

c.   The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

 

d.   No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority or competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

 

7. Conditions to the Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may by waived by the Buyer at any time in its sole discretion:

 

a.   The Company shall have executed this Agreement and delivered the same to the Buyer.

 

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b.   The Company shall have delivered to the Buyer the duly executed Note (in such denominations as the Buyer shall request) in accordance with Section 1(b) above.

 

c.   The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of the Buyer, such as providing the transfer agent section 5 of this agreement with their acknowledgement, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

 

d.   The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received copies of certain materials, provided by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to copies with respect to the Company’s Certificate of Incorporation, By-law’s and Board of Directors’ resolution relating to the transactions contemplated hereby.

 

f.   No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority or competent jurisdiction or any self-regulatory organization authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

 

g.   No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

 

h.   The Conversion Shares shall have been authorized for quotation on the OTCBB and trading in the Common Stock on the OTCBB shall not have been suspended by the SEC or the OTCBB, except if the Company market maker no longer is a member of the OTCBB, at which time the Common Stock will be authorized for quotation and trading on the OTCQB, PinkSheets or other exchanges.

 

i.   The Buyer shall have received emails and/or faxes from the CEO of the Company described in Section 3(c) above, dated as of the Closing Date.

 

8. Governing Law; Miscellaneous.

 

a.   Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Illinois or in the federal courts located in the state and county of Cook. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trail by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being serviced in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

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b.   Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

 

c.   Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement. 

 

d.   Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

  

e.   Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

 

f.   Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

 

If to the Company, to:

 

MAX SOUND CORPORATION

2902A Colorado Avenue

Santa Monica, CA 90404

Phone 888-777-1987

Fax:

Email: info@maxsound.com

 

If to the Buyer:

 

Venture Champion Asia Limited

425 North Martingale Road

Suite 1540

Schaumburg, IL 60173 Phone: 847.278.0333

Fax: 847.276.3390

 

Each party shall provide notice to the other party of any change in address.

 

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g.   Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

 

h.   Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

 

i.   Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

 

j.   Publicity. The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press releases, SEC, OTCBB or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or SEC, OTCBB (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law and regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with a copy thereof and be given an opportunity to comment thereon).

 

k.   Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

 

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l.   No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

 

m.  Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

 

REMAINDER OF THIS DOCUMENT INTENTIONALLY LEFT BLANK

 

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement.

 

Max Sound Corporation Venture Champion Asia Limited
     
By: /s/ Greg Halpern   By: /s/ Brian R. Nord
Name: Greg Halpern   Name: Brian R. Nord
Title: CFO   Title: Director
Date: May 13, 2014   Date: May 14, 2014

 

to be duly executed as of the date first above written.

 

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 EX-10.8 10 f10q0614ex10viii_maxsound.htm CONVERTIBLE PROMISSORY NOTE

Exhibit 10.8

 

CONVERTIBLE PROMISSORY NOTE

 

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY TIIE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144 A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

 

Issue Date: May 14, 2014

Principal Amount: $200,000.00

 

CONVERTIBLE PROMISSORY NOTE

 

FOR VALUE RECEIVED, Max Sound Corporation, a Delaware corporation (hereinafter called the "Borrower"), hereby promises to pay to the order of Venture Champion Asia Limited, a British Virgin Islands Corporation, or registered assigns (the “Holder") the sum of $200,000 together with any interest as set forth herein, on May 14, 2016 (the "Maturity Date"), and to pay interest on the unpaid principal balance hereof at the rate of two and a half percent (2.5%) (the "Interest Rate") per annum from the date hereof (the "Issue Date") until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note, which is not paid when due, shall bear interest at the rate of fourteen percent (14%) per annum from the due date thereof until the same is paid ("Default Interest"). Interest shall cease accruing on the date that the Note is fully paid and shall be computed on the basis of a 365--day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into common stock, $0.0001 par value per share (the “Common Stock") in accordance with the terms hereof shall be made in lawful money of the United States of America. All payments shall be made at such address, as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead he due on the next succeeding day which is a business day and in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Note, the term "business day" shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the "Purchase Agreement").

 

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

 

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The following terms shall apply to this Note:

 

ARTICLE I. CONVERSION RIGHTS

 

1.1 Conversion Right. The Holder shall have the right from time to time, and at any time following the date of this Note and ending on the later of: (i) the Maturity Date or (ii) the date of payment of the Default Amount (as defined in Article III pursuant to Section 1.6(a) or Article III., each in respect of the remaining outstanding principal amount of this Note, to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified, at the conversion price (the "Conversion Price") determined as provided herein (a "Conversion"); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the un-exercised or unconverted portion or any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Regulations 13D-thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however that the limitations on conversion may be waived by the Holder, at the election of the Holder, not less than 61 days' after giving prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver.) The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the "Notice of Conversion"), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 pm New York, New York time on such conversion date (the "Conversion Date"). The term “Conversion Amount" means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (3) at the Holder's option, any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof.

 

1.2  Conversion Price

 

(a) Calculation of Conversion Price: The principal and interest amount owed on this note may be converted at any time by the Holder into shares of the Borrower’s Common Stock at $0.07 per share, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower's securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events. (the “Conversion Price") However, after six (6) months from the date of this note the Conversion Price shall equal the lower of $0.07, or the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower's securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall mean 75% multiplied by the Market Price (as defined herein) (representing a discount rate of 25%). "Market Price" means the average three (3) lowest closing bid prices for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. "Trading Price" means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the "OTCBB") as reported by a reliable reporting service ("Reporting Service") designated by the Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the "pink sheets- by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. "Trading Day" shall mean any day on which the Common Stock is tradable for any period on the OTCBB, OTCQB or PinkSheets, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

 

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1.3  Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement (the “Reserved Amount”). The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Notes. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

 

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.

 

1.4  Method of Conversion.

 

(a)  Mechanics of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part after the Issue Date, by (a) submitting to the Borrower a Notice of Conversion (by facsimile (with receipt confirmation from recipient), e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., Eastern Standard Time) and (b) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower.

 

(b)  Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. in the event of any dispute or discrepancy, such records of the Borrower shall, prima-facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered to the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note. The Holder and any assignee who is an Accredited Investor and related party as defined under Rule 501(a) of Regulation D of the 1933 Act by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

 

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(c)  Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.

 

(d)  Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission (with receipt confirmation from recipient) or e--mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (but in any event the fifth (5th) business day being hereinafter referred to as the "Deadline") (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. The Borrower will bear all costs related to the issuance of the Conversion Shares, including all costs of obtaining an attorney’s opinion letter regarding the Conversion, and the overnight delivery of the Conversion Shares.

 

(e)  Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower's obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff; counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise hint such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 6:00 p.m., Eastern Standard Time,on such date.

 

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(f)  Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Holder and its compliance with the provisions contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, provided the stock underlying the Note is eligible for an exemption from registration under the Securities Act of 1933.

 

(g)  Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder's right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline (other than a failure due to the circumstances described in Section 1.3 above, which failure shall be governed by such Section) the Borrower shall pay to the Holder $500 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall he convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to quantify. Accordingly the parties acknowledge that the liquidated damages provision contained in this Section 1.4(g) are justified.

 

1.5  Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under Act 1933 or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) ("Rule 144") or (iv) such shares are transferred to an "affiliate" (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon conversion of this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

 

"NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT, NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES."

 

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The legend set forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if (i) the Borrower or its transfer agent shall have received an opinion of counsel, in form of the Form of Opinion attached as Exhibit B to the Note, to the effect that a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Company so that the sale or transfer is effected or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note, providing that the Company counsel does not reasonably object to the legal opinion conclusion that an exemption is available.

 

1.6  Effect of Certain Events.

 

(a)  Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. "Person" shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization

 

(b)  Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

 

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(c)  Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower's shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin--off)) (a "Distribution"), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

 

(d)  Adjustment Due to Dilutive Issuance. If, at any time when any Notes are issued and outstanding, the Borrower issues or sells more than 5% of its then outstanding common shares, or in accordance with this Section 1.6(d) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Conversion Price in effect on the date of such issuance (or deemed issuance) of such shares of Common Stock (a "Dilutive Issuance"), then immediately, upon the Dilutive Issuance, the Conversion Price will be reduced to the amount of the consideration per share received by the Borrower in such Dilutive Issuance. The Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or grants any warrants, rights or options (not including employee stock option plans), whether or not immediately exercisable, to subscribe for or to purchase Common Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase Common Stock or Convertible Securities are hereinafter referred to as "Options") and the price per share for which Common Stock is issuable upon the exercise of such Options is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options. For the purposes of this Section 1.6(d) as it pertains to the issuance or sale of shares by the Borrower, as defined herein, the determination of an Adjustment to the Conversion Price based upon the computation described in this Section shall not include any shares (including Options as defined above) issued or to be issued by the Borrower to any officers, directors, or consultants in connection with an acquisition, merger, consolidation, joint venture or other business combination of the Borrower.

 

Additionally, the Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options), and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

 

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(e)  Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described in this Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note.

 

1.7  Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares, if any, which cannot be issued because their issuance would exceed such Holder's allocated portion or the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder's rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such holder because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments pursuant to Section 1.3 to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 1.3) for the Borrower's failure to convert this Note. Further, the Holder shall not have shareholder rights until the Note is converted into common stock shares.

 

1.8  Prepayment No prepayment shall be permitted unless otherwise mutually agreed upon by both the Holder and the Borrower.

 

ARTICLE II. CERTAIN COVENANTS

 

2.1 Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder's written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock.

 

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2.2 Restriction on Stock Repurchases. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder's written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants, rights or options to purchase or acquire any such shares.

 

2.3 Borrowings. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without giving the Holder notice of his Right of First Refusal, with the exception of any Offerings (as defined herein) in progress prior to execution of this Agreement, in accordance with Section 4(d) of the Purchase Agreement written consent create, incur, assume, guarantee, endorse, contingently agree to purchase or otherwise become liable upon the obligation of any person, firm, partnership, joint venture or corporation, except by the endorsement of negotiable instruments for deposit or collection, or suffer to exist any liability for borrowed money, except (a) borrowings in existence or committed on the date hereof and of which the Borrower has informed Holder in writing prior to the date hereof, or such debt as disclosed in the SEC filings to date, (b) indebtedness to trade creditors or financial institutions incurred in the ordinary course of business, (c) borrowings, the proceeds of which shall be used to repay this Note or (d) debt financing not senior to this Note.

 

2.4  Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder's written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

 

2.5  Advances and Loans. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder's written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the date hereof and which the Borrower has informed Holder in writing prior to the date hereof, (b) made in the ordinary course of business or (c) not in excess of S500,000.

 

ARTICLE III. EVENTS OF DEFAULT

 

If any of the following events of default (each, an "Event of Default") shall occur prior to the date of either the final payment of all outstanding principal and unpaid and accrued interest or, if elected by the Holder, the Conversion of the Note and subsequent disposition of all of the converted shares of the Borrower:

 

3.1  Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise.

 

3.2  Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer or issue (electronically or certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion.

 

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3.3  Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of ten (I0) days after written notice thereof to the Borrower from the Holder.

 

3.4  Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

 

3.5  Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

 

3.6  Judgments Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

 

3.7  Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall he instituted by or against the Borrower or any subsidiary of the Borrower.

 

3.8  Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTCBB (inclusive of the Pink Sheets or the QB) or an equivalent replacement exchange, the NASDAQ National Market, the NASDAQ SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.

 

3.9  Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

 

3.10  Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

 

3.11  Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debt as they become due.

 

3.12  Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future).

 

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3.13  Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

 

3.14  Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder.

 

3.15  Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a Form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stack in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

 

3.16  Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Borrower, be considered a default under this Note and the Other Agreements, in which event the Holder shall he entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. "Other Agreements" means, collectively, all agreements and instruments between, among or by: (i) the Borrower, and, or for the benefit of, (ii) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term "Other Agreements" shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder.

 

3.17  Remedies for Default: Upon the occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely at the discretion of the Holder with respect to failure to pay the principal hereof or interest thereon when due at the Maturity Date), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum (as defined herein). Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1 (solely at the discretion of the Holder with respect to failure to pay the principal hereof or interest thereon when due on this Note upon a Trading Market Prepayment Event pursuant to Section 1.7 or upon acceleration), 3.3, 3.4, 3.6, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, and/or 3.15 exercisable through the delivery of written notice to the Borrower by such Holders (the "Default Notice"), and upon the occurrence of an Event of Default specified in the remaining sections of Article III (other than failure to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3.1 hereof), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the greater of (i) 110% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the "Mandatory Prepayment Date") plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4 (hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the "Default Sum') or (ii) the "parity value" of the Default Sum to be prepaid, where parity value means (a) the highest number of shares of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance with Article 1, treating the Trading Day immediately preceding the Mandatory Prepayment Date as the "Conversion Date" for purposes of determining the lowest applicable Conversion Price, unless the Default Event arises as a result of a breach in respect of a specific Conversion Date in which case such Conversion Date shall he the Conversion Date), multiplied by (b) the ten-day volume weighted average price (VWAP) per share, according to Bloomberg, for the Common Stock during the period beginning on the date of first occurrence of the Event of Default (the "Default Amount") and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

 

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If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.

 

ARTICLE IV. MISCELLANEOUS

 

4.1  Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

 

4.2  Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to he received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.

 

The addresses for such communications shall be:

If to the Borrower, to:

Max Sound Corporation

2902A Colorado Avenue

Santa Monica, CA 90404

Telephone:888-777-1987

Email: info@maxsound.com

 

Venture Champion Asia Limited

425 North Martingale Road, Suite 1540

Schaumburg, IL 60124

Attn: Brian Nord, Director

Telephone: 847.278.0333

Email: brian.nord@icgholdings.com

 

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4.3  Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term "Note" and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

 

4.4  Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall insure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an "accredited investor" (as defined in Rule 501(a) of the 1933 Act). Notwithstanding anything in this Note to the contrary, this Note may he pledged as collateral in connection with a bona fide margin account or other lending arrangement in compliance with applicable securities rules and regulations.

 

4.5  Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys' fees.

 

4.6  Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Illinois without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of Illinois or in the federal courts located in Cook County. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens_ The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provisions shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision, which may prove invalid or unenforceable under any law, shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law

 

4.7  Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note.

 

Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.

 

4.8  Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

 

4.9  Notice of Corporate Events. The Holder of this Note shall have no rights as a Holder of Common Stock unless and only to the extent that it converts this Note into Common Stock.

 

4.10  Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

 

13
 

 

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this April 26, 2013.

 

BORROWER:   HOLDER:
Max Sound Corporation   Venture Champion Asia Limited
     
Borrower ________________________________   Holder _____________________
     
By: /s/ Greg Halpern     By: /s/ Brian R. Nord
Name: Greg Halpern   Name: Brian R. Nord
Title: CFO     Title: Director  
Date: May 13, 2014   Date:

  

14
 

  

EXHIBIT A: NOTICE OF CONVERSION

 

The undersigned hereby elects to convert $_________ of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note ("Common Stock") as set forth below, Max Sound Corporation (the "Borrower") according to the conditions of the convertible note of the Borrower dated as of ________________ (the "Note"), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

 

Box Checked as to applicable instructions:

 

The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system ("DWAC Transfer"). This election shall only be effective if the Company's transfer agent is a participating member of DTC's DWAC program and the Borrower is DWAC eligible.

 

Name of DTC Prime Broker:

Account Number:

 

The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder's calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

 

Venture Champion Asia Limited

425 North Martingale Road Suite 1450

Schaumburg, IL 60173

847.278.0333

 

Date of Conversion:

Applicable Conversion Price:

Number of Shares of Common Stock to be Issued:

 

Pursuant to Conversion of the Notes: Amount of Principal Balance Due remaining Under the Note after this conversion:

 

Venture Champion Asia Limited

 

By:    
     
Name:    
     
Title:    
     
Date:    
     

 

 

15

 

 EX-10.9 11 f10q0614ex10ix_maxsound.htm SECURITIES PURCHASE

Exhibit 10.9

 

MAXD: VGA L02
May 21, 2014

Page 1

 

SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (The "Agreement"), dated as of May 21, 2014, by and between Max Sound Corporation a Delaware corporation, with headquarters located at 2902A Colorado Avenue Santa Monica, CA 90404 (the "Company"), and Venture Champion Asia Limited, a British Virgin Islands Corporation, with its address at 425 N. Martingale Road, Suite 1540, Schaumburg, IL 60173 (the "Buyer").

 

WHEREAS:

 

A.The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act").
B.Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a 2.5% convertible note of the Company, in the form attached hereto as the Convertible Promissory Note, in the aggregate principal amount of $550,000.00, and purchase price of $550,000.00, (the "Note"), convertible into shares of common stock, $0.0001 par value per share, of the Company (the "Common Stock"), upon the terms and subject to the limitations and conditions set forth in such Note.
C.The Buyer wishes to purchase from the Company and accept such Note and from the Company, all pursuant to the terms set forth immediately below its name on the signature pages hereto; and

 

NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

 

1.Purchase and Sale of Note and Warrant.

 

a. Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer's name on the signature pages hereto.

 

b. Form of Payment. On the Closing date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the "Purchase Price") by wire transfer of immediately available funds to the Company, in accordance with the Company's written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer's name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

 

d. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note pursuant to the Agreement (the "Closing Date") shall be on or about May 21,14, or such other mutually agreed upon time. The Closing Date at such location as may be agreed to by the parties.

 

 
 

 

 

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May 21, 2014

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2.Buyer's Representations and Warranties. The Buyer represents and warrants to the Company that:

 

a. Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (including, without limitation, such additional shares of Common Stock, if any, as are issuable (i) on account of interest on the Note, (ii) as a result of the events described in Sections 1.3 and 1.4 of the Note or (iii) in payment of the Standard Liquidation Damages Amount (as defined in Section 2(1) below) pursuant to this Agreement, such shares of Common Stock being collectively referred to herein as the "Conversion Shares" and, collectively with the Note, the "Securities") for its own account and not with a present view towards the public sale of distribution thereof, expect pursuant to sales registered or exempted from registration under the 1933 Act, provided, however, that by making the representations herein, the Buyer does not agree to hold any Securities for a minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

 

b.  Accredited Investor Status. The Buyer is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D (an "Accredited Investor")

 

c. Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer's compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

 

d.  Information. The Buyer acknowledges that it has reviewed the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Investor or its representatives or counsel shall modify, amend or affect such Investor's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company's representations and warranties contained in the Transaction Documents.

 

e.  Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities.

 

f.   Transfer or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel, to be approved by the Company, that shall be in the form of the Form of Opinion to the Note(s), to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ("Rule 144")) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) ("Regulation S"), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be approved and accepted by the Company, (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case).

 

 
 

 

MAXD: VGA L02
May 21, 2014

Page 3

 

g.  Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

 

"NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES."

 

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the Holder of any Security upon which it is stamped, if, otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in the form of the Form of Opinion attached as Exhibit B to the Note, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company or that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the note.

 

h. Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

 

i.  Residency. The Buyer is a resident of the jurisdiction set forth immediately below the Buyer's name on the signature pages hereto.

 

 
 

 

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May 21, 2014

Page 4

 

3.Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

 

a. Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. Schedule 3(a) sets forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each is incorporated. The Company and each of it Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. "Material Adverse Effect" means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. "Subsidiaries" means any corporation or other organization, whether incorporated or unincorporated, in which the company owns, directly or indirectly, a majority equity or other controlling ownership interest.

 

b. Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with the authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

 

c.   Capitalization. The number of shares and type of all authorized, issued and outstanding capital stock of the Company, and all shares of Common Stock reserved for issuance under the Company's various option and incentive plans, is specified in the SEC Reports. Except as specified in the SEC Reports, no securities of the Company are entitled to preemptive or similar rights, and no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as specified in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. The issue and sale of the Securities will not, immediately or with the passage of time, obligate the Company to issue shares of Common Stock or other securities to any Person and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities.

 

 
 

 

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May 21, 2014

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d.   Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

 

e.   Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

 

f.      No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license of instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). Neither the Company nor any of its Subsidiaries is in violation of its Certificate of incorporation, By-laws or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which the notice or lapse of time or both could put the company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted in violation of any law, ordinance or regulation of any governmental entity so long as the Buyer owns any portion of the Note or of the Securities.. Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with any court, governmental agency, regulatory agency, self regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement, the Note in accordance with the terms hereof or thereof or to issue and sell the Note in accordance with the terms hereof and to issue the Conversion Shares upon conversion of the Note. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the Over-the-Counter Bulletin Board (the "OTCBB") and does not reasonably anticipate that the Common Stock will be delisted by the OTCBB in the foreseeable future. The Company and its Subsidiaries are unaware of any facts or circumstances, which might give rise to any of the foregoing.

 

 
 

 

MAXD: VGA L02
May 21, 2014

Page 6

 

g.  SEC Documents: Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the "SEC Documents"). Upon written request the Company will deliver to the Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents, when not available on www.sec.gov. As of their respective dates, the SEC Documents complied in all material respects with therequirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with the United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

 

h.  Absence of Certain Changg. Since March 31, 2014, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the company or any of its Subsidiaries that is not filed in the SEC filings.

 

i.   Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company of any of its Subsidiaries, or their officers or directors in the their capacity as such, that could have a Material Adverse Effect. Schedule 3(i) contains a complete list and summary description of any pending or, to the knowledge of the Company threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances, which might give rise to any of the foregoing.

 

 
 

 

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May 21, 2014

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j.   Patents. Copyrights. etc. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights ("Intellectual Property") necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to, or proceeding pending, or to the Company's knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now (and, as presently contemplated to be operated in the future); to the best of the Company's knowledge, the Company's or its Subsidiaries' current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual Property.

 

k.   No Materially Adverse Contracts. Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company's officers has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement, which in the judgment of the Company's officers has or is expected to have a Material Adverse Effect.

 

l.   Tax Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the company know of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of the Company's tax returns is presently being audited by any taxing authority.

 

m.  Certain Transactions. Except for arm's length transactions pursuant to which the Company or any of its Subsidiaries makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties and other than the grant of stock options disclosed in the Company's SEC Documents and on Schedule 3(c), none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

 

 
 

 

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n.   Disclosure. All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not omitted to state material fact necessary in order to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading.

 

o.   Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm's length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer's purchase of the Securities. The Company further represents to the Buyer that the Company's decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

 

p.  No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offer to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company's securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

 

q.  Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto Investor shall have executed a written agreement regarding the confidentiality and use of such information.

 

r.  Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, the "Company Permits"), and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since December 31, 2012, neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to the possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.

 

 
 

 

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Page 9

 

s.   Environmental Matters.

 

(i) There are, to the Company's knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common environmental liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending or, to the Company's knowledge, threatened in connection with any of the foregoing. The term "Environmental Laws" means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or waste (collectively, "Hazardous Materials") into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

 

(ii)  Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained on or about any real property currently owned, leased or used by the Company or any of its subsidiaries, and no Hazardous Materials were released on or about any real property previously owned, leased or used by the company or any of its Subsidiaries during the period the property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company's or any of its Subsidiaries' business.

 

(iii) There are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries that are not in compliance with applicable law.

 

t.   Title to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its' Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

 

 
 

 

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u.  Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. Upon written request the Company will provide to the Buyer true and correct copies of all insurance policies relating to the directors' and officers' liability coverage, errors and omissions coverage, and commercial general liability coverage that are in effect at that time.

 

v. Internal Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of the Company's board of directors, to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

 

w. Foreign Corrupt Practices. Neither the company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

 

 
 

 

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x.                Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debt mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

 

y.                No Investment Company. The Company is not, and upon the issuance and sale of Securities as contemplated by this Agreement will not be an "investment company" required to be registered under the Investment Company Act of 1940 (an "Investment Company"). The Company is not controlled by an Investment Company.

 

z.                Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth in the Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 3.4 of the Note.

 

4. Covenants.

 

a.                Best Efforts. The parties shall use their best efforts to satisfy each of the conditions described in Section 6 and 7 of this Agreement.

 

b.                Form D: Blue Sky Laws. The Company agrees to file a Form D with respect to the securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before or shortly thereafter the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer in respect to this and projected additionally related applicable closings pursuant to this and other related Agreements under applicable securities or "blue sky" laws of the states of the United States (or to obtain and exemption from such qualification), and shall provide evidence of any such action so taken to the Buyer on or prior or shortly thereafter the Closing Date.

 

c.                Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

 

d.                Right of First Refusal. Unless it shall have first delivered to the Buyer, with the exception of any Offerings (as defined herein) in progress prior to execution of this Agreement, at least seventy two (72) hours prior to the closing of such future Offering written notice describing the proposed Future Offering, including the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith, and providing the Buyer and option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the ("Right of first Refusal") (and subject to the exceptions described below). In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to rule 415 under the 1933 Act) or (ii) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

 

 
 

 

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e.                Listing. The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain and so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTCBB, OTCQB, PinkSheets or any equivalent replacement exchange, the Nasdaq National Market ("Nasdaq"), the Nasdaq SmallCap Market ("Nasdaq SmallCap"), the New York Stock Exchange ("NYSE"), or the American Stock Exchange ("AMEX") and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority ("FINRA") and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the OTCBB and any other exchanges or quotation systems on which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems.

 

f.                 Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company's assets, where the surviving or successor entity in such transaction (i) assumes the Company's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, OTCQB, PinkSheets, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

 

g.                No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.

 

h.                   Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under Section 3.4 of the Note.

 

i.                    Failure to Company with the 1934 Act. So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting requirements of the 1934 Act; and the company shall continue to be subject to the reporting requirements of the 1934 Act.

 

j.                    Trading Activities. Neither the Buyer nor its affiliates has an open short position in the common stock of the Company and the Buyer agree that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of the Company.

 

 
 

 

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5. Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent by using the form titled "Irrevocable Transfer Agent Instructions".

 

6. Conditions to the Company's Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:

 

a.                   The Buyer shall have executed this Agreement and delivered the same to the Company.

 

b.     The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

 

c.     The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

 

d.     No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority or competent jurisdiction or any self-regulatoiy organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement

 

7. Conditions to the Buyer's Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing date of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may by waived by the Buyer at any time in its sole discretion:

 

a.  The Company shall have executed this Agreement and delivered the same to the Buyer.

 

b.  The Company shall have delivered to the Buyer the duly executed Note (in such denominations as the Buyer shall request) in accordance with Section 1(b) above.

 

c.   The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of the Buyer, such as providing the transfer agent section 5 of this agreement with their acknowledgement, shall have been delivered to and acknowledged in writing by the Company's Transfer Agent.

 

d.  The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received copies of certain materials, provided by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to copies with respect to the Company's Certificate of Incorporation, Bylaw's and Board of Directors' resolution relating to the transactions contemplated hereby.

 

e.     No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority or competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

 

f.   No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

 

 
 

 

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g.   The Conversion Shares shall have been authorized for quotation on the OTCBB and trading in the Common Stock on the OTCBB shall not have been suspended by the SEC or the OTCBB, except if the Company market maker no longer is a member of the OTCBB, at which time the Common Stock will be authorized for quotation and trading on the OTCQB, PinkSheets or other exchanges.

 

h.  The Buyer shall have received emails and/or faxes from the CEO of the Company described in Section 3(c) above, dated as of the Closing Date.

 

8. Governing Law; Miscellaneous.

 

a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Illinois or in the federal courts located in the state and county of Cook. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trail by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being serviced in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

b. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

 

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

 

d. Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

 

e. Entire Agreement: Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

 

 
 

 

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f.  Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

 

If to the Company, to:

MAX SOUND CORPORATION 2902A Colorado Avenue Santa Monica, CA 90404

Phone 888-777-1987

Fax:

Email: info@maxsound.com

 

If to the Buyer:

Venture Champion Asia Limited 425 North Martingale Road Suite 1540

Schaumburg, IL 60173

Phone: 847.278.

Fax: 847.276.3390

 

Each party shall provide notice to the other party of any change in address.

 

g. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(1), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its "affiliates," as that term is defined under the 1934 Act, without the consent of the Company.

 

h. Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

i.  Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

 

j.  Publicity. The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press releases, SEC, OTCBB or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or SEC, OTCBB (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law and regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with a copy thereof and be given an opportunity to comment thereon).

 

 
 

 

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k. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

 

l.  No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

 

m. Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

 

REMAINDER OF THIS DOCUMENT INTENTIONALLY LEFT BLANK

 

 
 

 

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement

 

Max Sound Corporation   Venture Champion Asia Limited
By: /s/Greg Halpern   By:/s/Brian R. Nord
     
Name:  Greg Halpern   Name: Brian R. Nord
     
Title:  CFO   Title: Director
     
Date: -5/21/2014   Date: -5/21/2014

 

 

 

 

 

 EX-10.10 12 f10q0614ex10x_maxsound.htm CONVERTIBLE PROMISSORY NOTE

Exhibit 10.10

 

CONVERTIBLE PROMISSORY NOTE

 

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

 

Issue Date: May 21, 2014

Principal Amount: $550,000.00

 

CONVERTIBLE PROMISSORY NOTE

 

FOR VALUE RECEIVED, Max Sound Corporation, a Delaware corporation (hereinafter called the "Borrower"), hereby promises to pay to the order of Venture Champion Asia Limited, a British Virgin Islands Corporation, or registered assigns (the "Holder") the sum of $550,000 together with any interest as set forth herein, on May 21, 2016 (the "Maturity Date"), and to pay interest on the unpaid principal balance hereof at the rate of two and a half percent (2.5%) (the "Interest Rate") per annum from the date hereof (the "Issue Date") until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note, which is not paid when due, shall bear interest at the rate of fourteen percent (14%) per annum from the due date thereof until the same is paid ("Default Interest"). Interest shall cease accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into common stock, $0.0001 par value per share (the "Common Stock") in accordance with the terms hereof shall be made in lawful money of the United States of America. All payments shall be made at such address, as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead he due on the next succeeding clay which is a business day and in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Note, the term "business day" shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the "Purchase Agreement").

 

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

 

 
 

  

The following terms shall apply to this Note:

 

ARTICLE I. CONVERSION RIGHTS

 

1.1 Conversion Right. The Holder shall have the right from time to time, and at any time following the date of this Note and ending on the later of: (i) the Maturity Date or (ii) the date of payment of the Default Amount (as defined in Article III pursuant to Section 1.6(a) or Article III., each in respect of the remaining outstanding principal amount of this Note, to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified, at the conversion price (the "Conversion Price") determined as provided herein (a "Conversion"); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the un-exercised or unconverted portion or any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Regulations 13D-thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however that the limitations on conversion may be waived by the Holder, at the election of the Holder, not less than 61 days' after giving prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the holder, as may be specified in such notice of waiver.) The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the "Notice of Conversion"), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 pm New York, New York time on such conversion date (the "Conversion Date"). The term 'Conversion Amount" means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (3) at the Holder's option, any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof.

 

1.2 Conversion Price

 

(a) Calculation of Conversion Price: The principal and interest amount owed on this note may be converted at any time by the Holder into shares of the Borrower's Common Stock at $0.07 per share, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower's securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events. (the "Conversion Price") However, after six (6) months from the date of this note the Conversion Price shall equal the lower of $0.07, or the Variable Conversion Price (as defined herein)(subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower's securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events]. The "Variable Conversion Price" shall mean 75% multiplied by the Market Price (as defined herein) (representing a discount rate of 25%). "Market Price" means the average three (3] lowest closing bid prices for the Common Stock during the ten (10] Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. "Trading Price" means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the "OTCBB") as reported by a reliable reporting service ("Reporting Service") designated by the Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the "pink sheets- by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. "Trading Day" shall mean any day on which the Common Stock is tradable for any period on the OTCBB, OTCQB or PinkSheets, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

 

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1.3 Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement (the "Reserved Amount"). The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. in addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Notes. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

 

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.

 

1.4 Method or Conversion.

 

(a) Mechanics of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part after the Issue Date, by (a) submitting to the Borrower a Notice of Conversion (by facsimile (with receipt confirmation from recipient), e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., Eastern Standard Time) and (b) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower.

 

(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion, in the event of any dispute or discrepancy, such records of the Borrower shall, prima-fade, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered to the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note. The Holder and any assignee who is an Accredited Investor and related party as defined under Rule 501(a) of Regulation D of the 1933 Act by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

 

(c) Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Fielder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.

 

(d) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission (with receipt confirmation from recipient) or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (but in any event the fifth (5th) business day being hereinafter referred to as the "Deadline") (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. The Borrower will bear all costs related to the issuance of the Conversion Shares, including all costs of obtaining an attorney's opinion letter regarding the Conversion, and the overnight delivery of the Conversion Shares.

 

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(e) Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article 1, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower's obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff; counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise hint such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 6:00 p.m., Eastern Standard Time, on such date.

 

(f)  Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ["FAST"] program, upon request of the Holder and its compliance with the provisions contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, provided the stock underlying the Note is eligible for an exemption from registration under the Securities Act of 1933.

 

(g) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder's right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline (other than a failure due to the circumstances described in Section 1.3 above, which failure shall be governed by such Section) the Borrower shall pay to the Holder $500 per day in cash, for each day beyond the Deadline that the Borrower Fails to deliver such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall he convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to quantify. Accordingly the parties acknowledge that the liquidated damages provision contained in this Section 1.4(g) are justified.

 

1.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under Act 1933 or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii] such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) ("Rule 144") or (iv) such shares are transferred to an "affiliate" [as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon conversion of this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

 

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"NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT, NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES."

 

The legend set forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if (i) the Borrower or its transfer agent shall have received an opinion of counsel, in form of the Form of Opinion attached as Exhibit 13 to the Note, to the effect that a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Company so that the sale or transfer is effected or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act or otherwise may be sold pursuant to Rule 14-4 without any restriction as to the number of securities as of a particular date that can then be immediately sold. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note, providing that the Company counsel does not reasonably object to the legal opinion conclusion that an exemption is available.

 

1.6 Effect of Certain Events.

 

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person [as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article Ill) or (ii) be treated pursuant to Section 1.6(b) hereof. "Person" shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

 

(b) Adjustment Due to Merger. Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein], and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice] of the record of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or safe of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity [if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

 

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(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets [or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise [including any dividend or distribution to the Borrower's shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a "Distribution"), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

 

(d) Adjustment Due to Dilutive Issuance. If, at any time when any Notes are issued and outstanding, the Borrower issues or sells more than 5% of its then outstanding common shares, or in accordance with this Section 1.6(d) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith] fess than the Conversion Price in effect on the date of such issuance (or deemed issuance) of such shares of Common Stock (a "Dilutive Issuance"), then immediately upon the Dilutive Issuance, the Conversion Price will be reduced to the amount of the consideration per share received by the Borrower in such Dilutive Issuance. The Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or grants any warrants, rights or options (not including employee stock option plans), whether or not immediately exercisable, to subscribe for or to purchase Common Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase Common Stock or Convertible Securities are hereinafter referred to as "Options") and the price per share for which Common Stock is issuable upon the exercise of such Options is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii] the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable]. No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options. For the purposes of this Section 1.6(d) as it pertains to the issuance or sale of shares by the Borrower, as defined herein, the determination of an Adjustment to the Conversion Price based upon the computation described in this Section shall not include any shares (including Options as defined above) issued or to be issued by the Borrower to any officers, directors, or consultants in connection with an acquisition, merger, consolidation, joint venture or other business combination of the Borrower.

 

Additionally, the Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options], and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Conversion  Price then in effect, then the Conversion. Price shall be equal to such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

 

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(e)  Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described in this Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note.

 

1.7 Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares, if any, which cannot be issued because their issuance would exceed such Holder's allocated portion or the Reserved Amount or Maximum Share Amount) shall he deemed converted into shares of Common Stock and (ii) the Holder's rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such holder because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a holder has not received certificates for all shares of Common Stock prior to the tenth (both) business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments pursuant to Section 1.3 to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 1.3) for the Borrower's failure to convert this Note. Further, the Holder shall not have shareholder rights until the Note is converted into common stock shares.

 

1.8 Prepayment. No prepayment shall he permitted unless otherwise mutually agreed upon by both the Holder and the Borrower.

 

ARTICLE IL CERTAIN COVENANTS

 

2.1 Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder's written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock.

 

2.2 Restriction on Stock Repurchases. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder's written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants, rights or options to purchase or acquire any such shares.

 

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2.3 Borrowings. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without giving the Holder notice of his Right of First Refusal, with the exception of any Offerings (as defined herein) in progress prior to execution of this Agreement, in accordance with Section 4(d) of the Purchase Agreement written consent create, incur, assume, guarantee, endorse, contingently agree to purchase or otherwise become liable upon the obligation of any person, firm, partnership, joint venture or corporation, except by the endorsement of negotiable instruments for deposit or collection, or suffer to exist any liability for borrowed money, except (a) borrowings in existence or committed on the date hereof and of which the Borrower has informed Holder in writing prior to the date hereof, or such debt as disclosed in the SEC filings to date, (b) indebtedness to trade creditors or financial institutions incurred in the ordinary course of business, (c) borrowings, the proceeds of which shall be used to repay this Note or (d) debt financing not senior to this Note.

 

2.4 Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder's written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

 

2.5 Advances and Loans So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder's written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the date hereof and which the Borrower has informed Holder in writing prior to the date hereof, (b) made in the ordinary course of business or (c) not in excess of 5500,000.

 

ARTICLE III. EVENTS OF DEFAULT

 

if any of the following events of default (each, an "Event of Default") shall occur prior to the date of either the final payment of all outstanding principal and unpaid and accrued interest or, if elected by the Holder, the Conversion of the Note and subsequent disposition of all of the converted shares of the Borrower:

 

3.1 Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise.

 

3.2 Conversion and the Shares The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer or issue (electronically or certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring [or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion.

 

3.3 Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of ten (l0) days after written notice thereof to the Borrower from the Holder.

 

3.4 Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

 

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3.5 Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

 

3.6 Judgments Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

 

3.7 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall he instituted by or against the Borrower or any subsidiary of the Borrower.

 

3.8 Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTCBB (inclusive of the Pink Sheets or the QB) or an equivalent replacement exchange, the NASDAQ National Market, the NASDAQ SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.

 

3.9 Failure to Comply with the Exchange Act The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

 

3.10 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

 

3.11 Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower's ability to continue as a "going concern" shall not be an admission that the Borrower cannot pay its debt as they become due.

 

3.12 Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future).

 

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3.13 Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

 

3.14 Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder.

 

3.15 Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a Form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stack in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

 

3.16 Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Borrower, be considered a default under this Note and the Other Agreements, in which event the Holder shall he entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. "Other Agreements" means, collectively, all agreements and instruments between, among or by: (i) the Borrower, and, or for the benefit of, (ii) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term "Other Agreements" shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder. 

 

3.17 Remedies for Default: Upon the occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely at the discretion of the Holder with respect to failure to pay the principal hereof or interest thereon when due at the Maturity Date), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum [as defined herein). Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1 (solely at the discretion of the Holder with respect to failure to pay the principal hereof or interest thereon when due on this Note upon a Trading Market Prepayment Event pursuant to Section 1.7 or upon acceleration), 3.3, 3.4, 3.6, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, and/or 3.15 exercisable through the delivery of written notice to the Borrower by such Holders (the "Default Notice"), and upon the occurrence of an Event of Default specified in the remaining sections of Article III (other than failure to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3.1 hereof), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the greater of (i) 110% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the "Mandatory Prepayment Date") plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (a] any amounts owed to the Holder pursuant to Sections 1.3 and 1.4 (hereof (tile then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the "Default Sum') or (ii) the "parity value" of the Default Sum to be prepaid, where parity value means [a) the highest number of shares of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance with Article 1, treating the Trading Day immediately preceding the Mandatory Prepayment Date as the "Conversion Date" for purposes of determining the lowest applicable Conversion Price, unless the Default Event arises as a result of a breach in respect of a specific Conversion Date in which case such Conversion Date shall he the Conversion Date), multiplied by (b) the ten-day volume weighted average price (VWAP) per share, according to Bloomberg, for the Common Stock during the period beginning on the date of first occurrence of the Event of Default (the "Default Amount") and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity. 

 

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If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.

 

ARTICLE IV. MISCELLANEOUS

 

4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

 

4.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below [if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to he received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. 

 

The addresses for such communications shall be:

 

If to the Borrower, to:

 

Max Sound Corporation

2902A Colorado Avenue

Santa Monica, CA 90404

Telephone: 888-777-1987

Email: info@maxsound.com

 

If to Holder:

 

Venture Champion Asia Limited

425 North Martingale Road, Suite 1540

Schaumburg, IL 60124

Attn: Brian Nord, Director

Telephone: 847-278-0333

Email: brian.nord@icgholdings.com

 

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4.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term "Note" and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

 

4.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall insure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an "accredited investor" (as defined in Rule 501(a) of the 1933 Act). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement in compliance with applicable securities rules and regulations.

 

4.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys' fees.

 

4.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Illinois without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of Illinois or in the federal courts located in Cook County. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provisions shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision, which may prove invalid or unenforceable under any law, shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. 

 

4.7 Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock

 

 

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4.8 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

 

4.9 Notice of Corporate Events. The Holder of this Note shall have no rights as a Holder of Common Stock unless and only to the extent that it converts this Note into Common Stock.

 

4.10 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

 

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this May 21, 2014.  

 

BORROWER   HOLDER
     
Max Sound Corporation   Venture Champion Asia Limited
     
By:  /s/ Greg Halpern   By: /s/ Brian R. Nord
Name: Greg Halpern   Name: Brian R. Nord  
Title: CFO   Title: Director
Date: 05/21/14   Date: 5/21/2014

 

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EXHIBIT A: NOTICE OF CONVERSION

 

The undersigned hereby elects to convert $_______________ of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note ("Common Stock") as set forth below, Max Sound Corporation (the "Borrower") according to the conditions of the convertible note of the Borrower dated as of______________ (the "Note"), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

 

Box Checked as to applicable instructions:

 

The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system ("DWAC Transfer"). This election shall only be effective if the Company's transfer agent is a participating member of DTC's DWAC program and the Borrower is DWAC eligible.

 

Name of DTC Prime Broker:

Account Number:

 

The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder's calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

 

Venture Champion Asia Limited 425 North Martingale Road Suite 1450

Schaumburg, IL 60173

847.278.0333

 

Date of Conversion:

 

Applicable Conversion Price:

Number of Shares of Common Stock to be Issued: 

 

Pursuant to Conversion of the Notes: Amount of Principal Balance Due remaining Under the Note after this conversion:

 

Venture Champion Asia Limited

 

By: _______________________________

Name:______________________________

Title: _______________________________

Date:_______________________________

 

 

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 EX-10.11 13 f10q0614ex10xi_maxsound.htm SECURITIES PURCHASE AGREEMENT

Exhibit 10.11

 

SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (The "Agreement"), dated as of May 21, 2014, by and between Max Sound Corporation a Delaware corporation, with headquarters located at 2902A Colorado Avenue Santa Monica, CA 90404 (the "Company"), and ICG USA, LLC a Delaware Corporation, with its address at 425 N. Martingale Road, Suite 1540, Schaumburg, IL 60173 (the "Buyer").

 

WHEREAS:

 

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act").

 

B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a 2.5% convertible note of the Company, in the form attached hereto as the Convertible Promissory Note, in the aggregate principal amount of $15,000.00, and purchase price of $15,000.00, (the "Note"), convertible into shares of common stock, $0.0001 par value per share, of the Company (the "Common Stock"), upon the terms and subject to the limitations and conditions set forth in such Note.

 

C. The Buyer wishes to purchase from the Company and accept such Note and from the Company, all pursuant to the terms set forth immediately below its name on the signature pages hereto; and

 

NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

 

1. Purchase and Sale of Note and Warrant.

 

a. Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer's name on the signature pages hereto.

 

b. Form of Payment. On the Closing date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) [the "Purchase Price") by wire transfer of immediately available funds to the Company, in accordance with the Company's written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer's name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

 

c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note pursuant to the Agreement (the "Closing Date") shall be on or about May 22, 2014, or such other mutually agreed upon time. The Closing Date at such location as may be agreed to by the parties.

 

 
 

  

2. Buyer's Representations and Warranties. The Buyer represents and warrants to the Company that:

 

a. Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (including, without limitation, such additional shares of Common Stock, if any, as are issuable (i) on account of interest on the Note, (ii) as a result of the events described in Sections 1.3 and 1.4 of the Note or (iii] in payment of the Standard Liquidation Damages Amount (as defined in Section 2(f) below) pursuant to this Agreement, such shares of Common Stock being collectively referred to herein as the "Conversion Shares" and, collectively with the Note, the "Securities") for its own account and not with a present view towards the public sale of distribution thereof, expect pursuant to sales registered or exempted from registration under the 1933 Act, provided, however, that by making the representations herein, the Buyer does not agree to hold any Securities for a minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

 

b. Accredited Investor Status. The Buyer is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D (an "Accredited Investor")

 

c. Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer's compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

 

d. Information. The Buyer acknowledges that it has reviewed the Disclosure Materials and has been afforded 0) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Investor or its representatives or counsel shall modify, amend or affect such Investor's right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company's representations and warranties contained in the Transaction Documents.

 

e. Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities.

 

f. Transfer or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act (b) the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel, to be approved by the Company, that shall be in the form of the Form of Opinion to the Note(s), to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) ["Rule 144"]] of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) ("Regulation 5"), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be approved and accepted by the Company, (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act] may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case).

 

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g. Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

 

"NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES."

 

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the Holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in the form of the Form of Opinion attached as Exhibit B to the Note, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company or that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the note.

 

h. Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

 

i. Residency. The Buyer is a resident of the jurisdiction set forth immediately below the Buyer's name on the signature pages hereto.

 

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3. Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

 

a. Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. Schedule 3(a) sets forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each is incorporated. The Company and each of it Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. "Material Adverse Effect" means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. "Subsidiaries" means any corporation or other organization, whether incorporated or unincorporated, in which the company owns, directly or indirectly, a majority equity or other controlling ownership interest.

 

b. Authorization: Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with the authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

 

c. Capitalization. The number of shares and type of all authorized, issued and outstanding capital stock of the Company, and all shares of Common Stock reserved for issuance under the Company's various option and incentive plans, is specified in the SEC Reports. Except as specified in the SEC Reports, no securities of the Company are entitled to preemptive or similar rights, and no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as specified in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. The issue and sale of the Securities will not, immediately or with the passage of time, obligate the Company to issue shares of Common Stock or other securities to any Person and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities.

 

d. Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, hens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

 

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e. Acknowledgment of Dilution, The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

 

f. No Cutlets. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or [ii] violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license of instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). Neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which the notice or lapse of time or both could put the company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted in violation of any law, ordinance or regulation of any governmental entity so long as the Buyer owns any portion of the Note or of the Securities.. Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with any court, governmental agency, regulatory agency, self regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement, the Note in accordance with the terms hereof or thereof or to issue and sell the Note in accordance with the terms hereof and to issue the Conversion Shares upon conversion of the Note. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the Over-the-Counter Bulletin Board (the "OTCBB") and does not reasonably anticipate that the Common Stock will be delisted by the OTCBB in the foreseeable future. The Company and its Subsidiaries are unaware of any facts or circumstances, which might give rise to any of the foregoing.

 

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g. SEC Documents: Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended [the "1934 Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the "SEC Documents"). Upon written request the Company will deliver to the Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents, when not available on www.sec.gov. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with the United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than [I) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

 

h. Absence of Certain Changes. Since March 31, 2014, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the company or any of its Subsidiaries that is not filed in the SEC filings.

 

i. Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company of any of its Subsidiaries, or their officers or directors in the their capacity as such, that could have a Material Adverse Effect. Schedule 3(i) contains a complete list and summary description of any pending or, to the knowledge of the Company threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances, which might give rise to any of the foregoing.

 

j. Patents. Copyrights. etc. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights ("Intellectual Property") necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to, or proceeding pending, or to the Company's knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company's knowledge, the Company's or its Subsidiaries' current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual Property.

 

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k. No Materially Adverse Contracts. Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company's officers has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement, which in the judgment of the Company's officers has or is expected to have a Material Adverse Effect.

 

l. Tax Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the company know of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of the Company's tax returns is presently being audited by any taxing authority.

 

m. Certain Transactions. Except for arm's length transactions pursuant to which the Company or any of its Subsidiaries makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties and other than the grant of stock options disclosed in the Company's SEC Documents and on Schedule 3(c), none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

 

n. Disclosure. Ail information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading.

 

o. Acknowledgment Regarding Buyer's Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm's length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer's purchase of the Securities. The Company further represents to the Buyer that the Company's decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

 

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p. No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offer to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company's securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

 

q. Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto Investor shall have executed a written agreement regarding the confidentiality and use of such information.

 

r. Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, the "Company Permits"), and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since December 31, 2012, neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to the possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.

 

s. Environmental Matters.

 

(i) There are, to the Company's knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending or, to the Company's knowledge, threatened in connection with any of the foregoing. The term "Environmental Laws" means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata], including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or waste (collectively, "Hazardous Materials"] into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

 

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(ii) Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained on or about any real property currently owned, leased or used by the Company or any of its subsidiaries, and no Hazardous Materials were released on or about any real property previously owned, leased or used by the company or any of its Subsidiaries during the period the property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company's or any of its Subsidiaries' business.

 

(iii) There are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries that are not in compliance with applicable law.

 

t. Title to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3[t] or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its' Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

 

u. Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. Upon written request the Company will provide to the Buyer true and correct copies of all insurance policies relating to the directors' and officers' liability coverage, errors and omissions coverage, and commercial general liability coverage that are in effect at that time.

 

v. Internal Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of the Company's board of directors, to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

 

w. Foreign Corrupt Practices. Neither the company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

 

x. Solvency. The Company [after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debt mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

 

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y. No Investment Company. The Company is not, and upon the issuance and sale of Securities as contemplated by this Agreement will not be an "investment company" required to be registered under the Investment Company Act of 1940 (an "Investment Company"]. The Company is not controlled by an Investment Company.

 

z. Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth in the Section 3 and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 3.4 of the Note.

 

4. Covenants.

 

a. Best Efforts. The parties shall use their best efforts to satisfy each of the conditions described in Section 6 and 7 of this Agreement.

 

b. Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before or shortly thereafter the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer in respect to this and projected additionally related applicable closings pursuant to this and other related Agreements under applicable securities or "blue sky" laws of the states of the United States (or to obtain and exemption from such qualification), and shall provide evidence of any such action so taken to the Buyer on or prior or shortly thereafter the Closing Date.

 

c. Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

 

d. Right of First Refusal. Unless it shall have first delivered to the Buyer, with the exception of any Offerings (as defined herein] in progress prior to execution of this Agreement, at least seventy two (72] hours prior to the closing of such future Offering written notice describing the proposed Future Offering, including the terms and conditions thereof and proposed definitive documentation to be entered into in connection therewith, and providing the Buyer and option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the ("Right of first Refusal") (and subject to the exceptions described below). In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering [excluding a continuous offering pursuant to rule 415 under the 1933 Act] or (ii) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company's options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

 

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e. Listing. The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance] and, so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTCBB, OTCQB, PinkSheets or any equivalent replacement exchange, the Nasdaq National Market ("Nasdaq"), the Nasdaq SmallCap Market ("Nasdaq SmallCap"), the New York Stock Exchange ("NYSE"), or the American Stock Exchange ("AMEX") and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority ("FINRA") and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the OTCBB and any other exchanges or quotation systems on which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems.

 

f. Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company's assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company's assets, where the surviving or successor entity in such transaction (i) assumes the Company's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, OTCQB, PinkSheets, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

 

g. No integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.

 

h. Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under Section 3.4 of the Note.

 

i. Failure to Company with the 1934 Act. So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting requirements of the 1934 Act; and the company shall continue to be subject to the reporting requirements of the 1934 Act.

 

j. Trading Activities. Neither the Buyer nor its affiliates has an open short position in the common stock of the Company and the Buyer agree that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of the Company.

 

5. Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent by using the form titled "Irrevocable Transfer Agent Instructions".

 

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6. Conditions to the Company's Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:

 

a. The Buyer shall have executed this Agreement and delivered the same to the Company.

 

b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

 

c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date

 

d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority or competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

 

7. Conditions to the Buyer's Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing date of each of the following conditions, provided that these conditions are for the Buyer's sole benefit and may by waived by the Buyer at any time in its sole discretion:

 

a. The Company shall have executed this Agreement and delivered the same to the Buyer.

 

b. The Company shall have delivered to the Buyer the duly executed Note (in such denominations as the Buyer shall request) in accordance with Section 1(h) above.

 

c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of the Buyer, such as providing the transfer agent section 5 of this agreement with their acknowledgement, shall have been delivered to and acknowledged in writing by the Company's Transfer Agent,

 

d. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received copies of certain materials, provided by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to copies with respect to the Company's Certificate of Incorporation, Bylaw's and Board of Directors' resolution relating to the transactions contemplated hereby.

 

e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority or competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

 

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f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

 

g. The Conversion Shares shall have been authorized for quotation on the OTCBB and trading in the Common Stock on the OTCBB shall not have been suspended by the SEC or the OTCBB, except if the Company market maker no longer is a member of the OTCBB, at which time the Common Stock will be authorized for quotation and trading on the OTCQB, PinkSheets or other exchanges.

 

h. The Buyer shall have received emails and/or faxes from the CEO of the Company described in Section 3 [c) above, dated as of the Closing Date.

 

8. Governing Law: Miscellaneous.

 

a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Illinois or in the federal courts located in the state and county of Cook. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trail by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being serviced in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

b. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

 

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

 

d. Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof. 

 

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e. Entire Agreement Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

 

f. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (1] personally served, (ii] deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received], or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received] or (b] on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

 

If to the Company, to:

 

MAX SOUND CORPORATION

2902A Colorado Avenue Santa Monica, CA 90404 Phone 888-777-1987 Fax:

Email: info@maxsound.com

 

If to the Buyer:

 

ICG USA, LLC

425 North Martingale Road Suite 1540

Schaumburg, IL 60173 Phone: 847.278.0333

Fax: 847.276.3390

 

Each party shall provide notice to the other party of any change in address.

 

g. Successors and Assigns. This Agreement shall he binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its "affiliates," as that term is defined under the 1934 Act, without the consent of the Company.

 

h. Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

 

i. Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

 

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j. Publicity. The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press releases, SEC, OTCBB or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or SEC, OTCBB (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law and regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with a copy thereof and be given an opportunity to comment thereon).

 

k. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

 

l. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

 

m. Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required. 

 

REMAINDER OF PAGE LEFT BLANK

 

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement.

 

By: /s/ Greg Halpern   By: /s/ Brian R. Nord
Name: Greg Halpern   Name: Brian R. Nord
Title: CFO   Title: Chairman & CEO
Date: 05/22/14   Date: 05/22/14

 

to be duly executed as of the date first above written.

 

 

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 EX-10.12 14 f10q0614ex10xii_maxsound.htm CONVERTIBLE PROMISSORY NOTE

Exhibit 10.12 

 

CONVERTIBLE PROMISSORY NOTE

 

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY TILE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

 

Issue Date: May 22, 2014

Principal Amount: $15,000.00

 

CONVERTIBLE PROMISSORY NOTE

 

FOR VALUE RECEIVED, Max Sound Corporation, a Delaware corporation (hereinafter called the "Borrower"), hereby promises to pay to the order of ICG USA, LLC, a British Virgin Islands Corporation, or registered assigns (the "Holder") the sum of $15,000 together with any interest as set forth herein, on May 22, 2016 (the "Maturity Date"], and to pay interest on the unpaid principal balance hereof at the rate of two and a half percent (2.5%) (the "Interest Rate") per annum from the date hereof (the "Issue Date") until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note, which is not paid when due, shall bear interest at the rate of fourteen percent (14%) per annum from the due date thereof until the same is paid ("Default Interest"). Interest shall cease accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into common stock, $0.0001 par value per share (the "Common Stock") in accordance with the terms hereof shall be made in lawful money of the United States of America. All payments shall be made at such address, as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead he due on the next succeeding day which is a business day and in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Note, the term "business day" shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the "Purchase Agreement").

 

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

 

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The following terms shall apply to this Note:

 

ARTICLE 1. CONVERSION RIGHTS

 

1.1  Conversion Right. The Holder shall have the right from time to time, and at any time following the date of this Note and ending on the later of: (i) the Maturity Date or (ii) the date of payment of the Default Amount (as defined in Article III pursuant to Section 1.6(a) or Article III., each in respect of the remaining outstanding principal amount of this Note, to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified, at the conversion price (the "Conversion Price") determined as provided herein (a "Conversion"); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the un-exercised or unconverted portion or any other security of the Borrower subject to a limitation on conversion or exercise analogous to the /imitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 9.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Regulations 13D-thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however that the limitations on conversion may be waived by the Holder, at the election of the Holder, not less than 61 days' after giving prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver.) The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the "Notice of Conversion"), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 pm New York, New York time on such conversion date (the "Conversion Date"). The term "Conversion Amount" means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (3) at the Holder's option, any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof.

 

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1.2  Conversion Price

 

(a) Calculation of Conversion Price: The principal and interest amount owed on this note may be converted at any time by the Holder into shares of the Borrower's Common Stock at $0.07 per share, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower's securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events. (the "Conversion Price") However, after six (6) months from the date of this note the Conversion Price shall equal the lower of $0.07, or the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower's securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall mean 75% multiplied by the Market Price [as defined herein) (representing a discount rate of 25%). "Market Price" means the average three (3) lowest closing bid prices for the Common Stock during the ten [10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. "Trading Price" means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the "OTCBB") as reported by a reliable reporting service ('Reporting Service") designated by the Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the "pink sheets- by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. "Trading Day" shall mean any day on which the Common Stock is tradable for any period on the OTCBB, OTCQB or PinkSheets, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

 

1.3 Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement (the "Reserved Amount"). The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Notes. The Borrower (I) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

 

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.

 

1.4 Method of Conversion.

 

(a)  Mechanics of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part after the Issue Date, by (a) submitting to the Borrower a Notice of Conversion (by facsimile (with receipt confirmation from recipient), e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., Eastern Standard Time) and (b) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower.

 

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(b)  Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. in the event of any dispute or discrepancy, such records of the Borrower shall, prima-fade, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered to the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note. The Holder and any assignee who is an Accredited Investor and related party as defined under Rule 501(a) of Regulation D of the 1933 Act by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

 

(c)  Payment of Taxes, The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder for in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder's account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.

 

(d)  Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission (with receipt confirmation from recipient) or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (but in any event the fifth (5th) business day being hereinafter referred to as the "Deadline") (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. The Borrower will bear all costs related to the issuance of the Conversion Shares, including all costs of obtaining an attorney's opinion letter regarding the Conversion, and the overnight delivery of the Conversion Shares.

 

(e)  Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article 1, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower's obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise hint such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 6:00 p.m., Eastern Standard Time, on such date.

 

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(f)  Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Holder and its compliance with the provisions contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, provided the stock underlying the Note is eligible for an exemption from registration under the Securities Act of 1933.

 

(g)  Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder's right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline (other than a failure due to the circumstances described in Section 1.3 above, which failure shall be governed by such Section) the Borrower shall pay to the Holder $500 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall he convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to quantify. Accordingly the parties acknowledge that the liquidated damages provision contained in this Section 1.4(g) are justified.

 

1.5  Concerning the Sharks. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under Act 1933 or (ii] the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act [or a successor rule) ("Rule 144"] or [iv) such shares are transferred to an "affiliate" [as defined in Rule 144] of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon conversion of this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

 

"NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT, NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES."

 

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The legend set forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if (i) the Borrower or its transfer agent shall have received an opinion of counsel, in form of the Form of Opinion attached as Exhibit B to the Note, to the effect that a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Company so that the sale or transfer is effected or [ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation 5, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note, providing that the Company counsel does not reasonably object to the legal opinion conclusion that an exemption is available.

 

1.6  Effect of Certain Events.

 

(a)  Effect of Merger, Consolidation. Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. "Person" shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

 

(b)  Adjustment Due to Merger. Consolidation, Etc. lf, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a] it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales. transfers or share exchanges.

 

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(c)  Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower's shareholders in cash or shares (or rights to acquire shares] of capital stock of a subsidiary (i.e., a spin-off)] (a "Distribution"], then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

 

(d)  Adjustment Due to Dilutive Issuance. if, at any time when any Notes are issued and outstanding, the Borrower issues or sells more than 5% of its then outstanding common shares, or in accordance with this Section 1.6(d) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share [before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Conversion Price in effect on the date of such issuance (or deemed issuance] of such shares of Common Stock (a "Dilutive Issuance"), then immediately, upon the Dilutive Issuance, the Conversion Price will be reduced to the amount of the consideration per share received by the Borrower in such Dilutive Issuance. The Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or grants any warrants, rights or options (not including employee stock option plans], whether or not immediately exercisable, to subscribe for or to purchase Common Stock or other securities convertible into or exchangeable for Common Stock ("Convertible Securities") (such warrants, rights and options to purchase Common Stock or Convertible Securities are hereinafter referred to as "Options") and the price per share for which Common Stock is issuable upon the exercise of such Options is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon the exercise of such Options" is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable]. No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options. For the purposes of this Section 1.6(d) as it pertains to the issuance or sale of shares by the Borrower, as defined herein, the determination of an Adjustment to the Conversion Price based upon the computation described in this Section shall not include any shares (including Options as defined above) issued or to be issued by the Borrower to any officers, directors, or consultants in connection with an acquisition, merger, consolidation, joint venture or other business combination of the Borrower.

 

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Additionally, the Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options), and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Conversion Price then in effect, then the Conversion.

 

Price shall be equal to such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

 

(e)  Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described in this Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note.

 

1.7  Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares, if any, which cannot be issued because their issuance would exceed such Holder's allocated portion or the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder's rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such holder because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments pursuant to Section 1.3 to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 1.3) for the Borrower's failure to convert this Note. Further, the Holder shall not have shareholder rights until the Note is converted into common stock shares.

 

1.8  Prepayment No prepayment shall be permitted unless otherwise mutually agreed upon by both the Holder and the Borrower.

 

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ARTICLE H. CERTAIN COVENANTS

 

2.1  Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder's written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock.

 

2.2  Restriction on Stock Repurchases. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder's written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants, rights or options to purchase or acquire any such shares.

 

2.3  Borrowings. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without giving the Holder notice of his Right of First Refusal, with the exception of any Offerings (as defined herein] in progress prior to execution of this Agreement, in accordance with Section 4(d) of the Purchase Agreement written consent create, incur, assume, guarantee, endorse, contingently agree to purchase or otherwise become liable upon the obligation of any person, firm, partnership, joint venture or corporation, except by the endorsement of negotiable instruments for deposit or collection, or suffer to exist any liability for borrowed money, except (a) borrowings in existence or committed on the date hereof and of which the Borrower has informed Holder in writing prior to the date hereof, or such debt as disclosed in the SEC filings to date, (b] indebtedness to trade creditors or financial institutions incurred in the ordinary course of business, (c) borrowings, the proceeds of which shall be used to repay this Note or (d) debt financing not senior to this Note.

 

2.4  Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder's written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

 

2.5  Advances and Loans So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder's written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the date hereof and which the Borrower has informed Holder in writing prior to the date hereof, (b] made in the ordinary course of business or (c) not in excess of 5500,000.

 

ARTICLE III. EVENTS OF DEFAULT

 

If any of the following events of default (each, an "Event of Default"] shall occur prior to the date of either the final payment of all outstanding principal and unpaid and accrued interest or, if elected by the Holder, the Conversion of the Note and subsequent disposition of all of the converted shares of the Borrower:

 

3.1  Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise.

 

3.2  Conversion and the Shares The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer or issue (electronically or certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form] any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion.

 

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3.3  Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of ten (I0) days after written notice thereof to the Borrower from the Holder.

 

3.4  Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement

 

3.5  Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

 

3.6  Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or imstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

 

3.7  Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall he instituted by or against the Borrower or any subsidiary of the Borrower.

 

3.8  Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTCBB (inclusive of the Pink Sheets or the Q13) or an equivalent replacement exchange, the NASDAQ National Market, the NASDAQ SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.

 

3.9 Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act

 

3.10 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

 

3.11  Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower's ability to continue as a "going concern" shall not be an admission that the Borrower cannot pay its debt as they become due.

 

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3.12  Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future).

 

3.13  Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

 

3.14  Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder.

 

3.15  Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a Form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stack in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

 

3.16  Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Borrower, be considered a default under this Note and the Other Agreements, in which event the Holder shall he entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. "Other Agreements" means, collectively, all agreements and instruments between, among or by: (i) the Borrower, and, or for the benefit of, (ii] the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term "Other Agreements" shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder.

 

3.17  Remedies for Default: Upon the occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely at the discretion of the Holder with respect to failure to pay the principal hereof or interest thereon when due at the Maturity Date], the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum (as defined herein). Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1 (solely at the discretion of the Holder with respect to failure to pay the principal hereof or interest thereon when due on this Note upon a Trading Market Prepayment Event pursuant to Section 1.7 or upon acceleration), 3.3, 3.4, 3.6, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, and/or 3.15 exercisable through the delivery of written notice to the Borrower by such Holders (the "Default Notice"), and upon the occurrence of an Event of Default specified in the remaining sections of Article III (other than failure to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3.1 hereof], the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the greater of (i) 110% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the "Mandatory Prepayment Date"] plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4 (hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x], (y] and (z) shall collectively be known as the "Default Sum'] or (ii] the "parity value" of the Default Sum to be prepaid, where parity value means (a) the highest number of shares of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance with Article 1, treating the Trading Day immediately preceding the Mandatory Prepayment Date as the "Conversion Date" for purposes of determining the lowest applicable Conversion Price, unless the Default Event arises as a result of a breach in respect of a specific Conversion Date in which case such Conversion Date shall he the Conversion Date), multiplied by (b) the ten-day volume weighted average price (VWAP) per share, according to Bloomberg, for the Common Stock during the period beginning on the date of first occurrence of the Event of Default (the "Default Amount") and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

 

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If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect

 

ARTICLE IV. MISCELLANEOUS

 

4.1  Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

 

4.2  Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to he received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.

 

The addresses for such communications shall be:

If to the Borrower, to:

 

Max Sound Corporation 2902A

Colorado Avenue Santa Monica,

CA 90404 Telephone: 888-777-1987

Email: info@maxsound.com

 

If to the Holder:

 

ICG USA, LLC

425 North Martingale Road, Suite 1540

Schaumburg, IL 60124

Attn: Brian Nord, CEO

Telephone: 847.278.0333

Email: brian.nord@icgholdings.com

 

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4.3  Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term "Note" and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

 

4.4  Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall insure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an "accredited investor" (as defined in Rule 501(a) of the 1933 Act). Notwithstanding anything in this Note to the contrary, this Note may he pledged as collateral in connection with a bona fide margin account or other lending arrangement in compliance with applicable securities rules and regulations.

 

4.5  Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys' fees.

 

4.6  Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Illinois without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of Illinois or in the federal courts located in Cook County. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens_ The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provisions shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision, which may prove invalid or unenforceable under any law, shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law

 

4.7  Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note, The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock

 

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4.8  Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

 

4.9  Notice of Corporate Events. The Holder of this Note shall have no rights as a Holder of Common Stock unless and only to the extent that it converts this Note into Common Stock.

 

4.10  Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

 

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this May 22, 2014.

 

BORROWER:   HOLDER:
     
Max Sound Corporation   ICG USA, LLC
     
By: /s/ Greg Halpern     By: /s/ Brian R. Nord
Name: Greg Halpern   Name: Brian R. Nord
Title: CFO     Title: Chairman & CEO
Date: 05/22/14   Date: 05/22/14

  

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EXHIBIT A: NOTICE OF CONVERSION

 

The undersigned hereby elects to convert $___________of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note ("Common Stock") as set forth below, Max Sound Corporation (the "Borrower") according to the conditions of the convertible note of the Borrower dated as of (the "Note"), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

 

Box Checked as to applicable instructions:

 

The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system ("DWAC Transfer"). This election shall only be effective if the Company's transfer agent is a participating member of DTC's DWAC program and the Borrower is DWAC eligible.

 

Name of DTC Prime Broker:

Account Number:

 

The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder's calculation attached hereto) in the name[s] specified immediately below or, if additional space is necessary, on an attachment

hereto:

 

ICG USA, LLC

4.25 North Martingale Road

Suite 1450

Schaumburg, IL 60173

847.278.0333

 

Date of Conversion:

 

Applicable Conversion Price:

 

Number of Shares of Common Stock to be issued:

 

Pursuant to Conversion of the Notes: Amount of Principal Balance Due remaining Under the Note after this conversion:

 

ICG USA, LLC

  

By: ____________________________________  
Name: ____________________________________  
Title: ____________________________________  
Date: ____________________________________  

   

Borrower:______________                   Holder: ________________

 16

 EX-10.13 15 f10q0614ex10xiii_maxsound.htm SECURITIES PURCHASE AGREEMENT

Exhibit 10.13

 

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 11, 2014, is entered into by and between MAX SOUND CORPORATION, a Delaware corporation (the “Company”), and ILIAD RESEARCH AND TRADING, L.P., a Utah limited partnership (the “Buyer”).

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”).

B. The Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement (i) a Convertible Promissory Note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $282,777.78 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note, and (ii) a Warrant to Purchase Common Stock, in the form attached hereto as Exhibit B (the “Warrant”).

C. For purposes of this Agreement: “Conversion Shares” means all shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (including, without limitation, such additional shares of Common Stock, if any, as are issuable (1) on account of interest on the Note, or (2) as a result of the events described in Sections 1.3 and 1.4(g) of the Note; “Warrant Shares” means all shares of Common Stock issuable upon the exercise of or pursuant to the Warrant; and “Securities” means the Note, the Conversion Shares, the Warrant and the Warrant Shares, as applicable.

NOW THEREFORE, the Company and the Buyer hereby agree as follows:

1. Purchase and Sale of Securities.

 

1.1. Purchase of Securities. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company the Note and the Warrant.

 

1.2. Form of Payment. On the Closing Date, (i) the Buyer shall pay the purchase price for the Securities to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Securities, and (ii) the Company shall deliver such duly executed Securities on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

 

1.3. Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Daylight Time on or about June 11, 2014, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

 

1.4. Original Issue Discount; Transaction Expenses. The Note carries an original issue discount of $27,777.78 (the “OID”). In addition, the Company agrees to pay $5,000.00 to the Buyer to cover the Buyer’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of the Securities (the “Transaction Expense Amount”), all of which amount is included in the initial principal balance of the Note. The Purchase Price, therefore, shall be $250,000.00, computed as follows: $282,777.78 original principal balance, less the OID, less the Transaction Expense Amount.

 
 

 

2. Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

 

2.1. Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

 

2.2. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

3. Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

 

3.1. Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

 

3.2. Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement and the other Transaction Documents (defined below) and to consummate the transactions contemplated hereby and thereby and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note, and the Warrant by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the Warrant along with the issuance and reservation for issuance of all Conversion Shares and Warrant Shares) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its stockholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

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3.3. Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (a) 10,000,000 shares of preferred stock, $0.0001 par value per share, no shares of which have been issued, and (b) 400,000,000 shares of Common Stock, $0.0001 par value per share, of which 326,391,750 shares are issued and outstanding. Except as disclosed on the Company’s SEC filings within 12 months prior to the Closing Date, no shares are reserved for issuance pursuant to the Company’s stock option plans, and except as disclosed on the Company’s SEC filings within 12 months prior to the Closing Date, no shares are reserved for issuance pursuant to securities exercisable for, or convertible into or exchangeable for shares of Common Stock. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. Except as disclosed on the Company’s SEC filings within 12 months prior to the Closing Date, no shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, except as disclosed on the Company’s SEC filings within 12 months prior to the Closing Date, (i) there are no outstanding options, warrants, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note, the Warrant, the Conversion Shares or the Warrant Shares. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation or Articles of Incorporation (as applicable) as in effect on the date hereof (“Certificate of Incorporation”), the Company’s Bylaws, as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.

 

3.4. Issuance of Shares. The Conversion Shares and the Warrant Shares are duly authorized and reserved for issuance and, upon conversion of the Note or exercise of the Warrant in accordance with their respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of the Company and will not impose personal liability upon the holder thereof.

 

3.5. Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note and the Warrant Shares upon exercise of the Warrant. The Company further acknowledges that its obligation to issue Conversion Shares and Warrant Shares in accordance with this Agreement, the Note, and the Warrant, as applicable, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

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3.6. No Conflicts. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares and the Warrant Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or Bylaws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). Neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, Bylaws or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement or the Note in accordance with the terms hereof or thereof or to issue and sell the Note in accordance with the terms hereof and to issue the Conversion Shares upon conversion of the Note. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing or quotation requirements of the (1) NYSE Amex, (2) the New York Stock Exchange, (3) the Nasdaq Global Market, (4) the Nasdaq Capital Market, (5) the OTC Bulletin Board, (6) the OTCQX or OTCQB, or (7) such other market on which the Common Stock is principally traded at the relevant time, excluding “OTC Pink” published or compiled by Pink OTC Markets Inc. (formerly Pink Sheets LLC), or any successor entity or other publisher thereof (collectively, the “Principal Market”), and does not reasonably anticipate that the Common Stock will be delisted or discontinued for quotation by the Principal Market in the foreseeable future. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

 

3.7. SEC Documents; Financial Statements. The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request, the Company will deliver to the Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the Company’s most recently filed SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2012 (“Last Audit Date”), and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

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3.8. Absence of Certain Changes. Since the Last Audit Date, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

 

3.9. Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

 

3.10. Patents, Copyrights, etc. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual Property. 

 

3.11. No Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.

 

3.12. Tax Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any taxing authority.

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3.13. Certain Transactions. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties, none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

3.14. Disclosure. All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed (assuming for this purpose that the Company’s reports filed under the 1934 Act are being incorporated into an effective registration statement filed by the Company under the 1933 Act).

3.15. Acknowledgment Regarding the Buyer’ Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’ purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

3.16. No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any stockholder approval provisions applicable to the Company or its securities.

3.17. No Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.

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3.18. Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since the Last Audit Date, neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.

3.19. Environmental Matters.

(a) There are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

(b) Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained on or about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials were released on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during the period the property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s or any of its Subsidiaries’ business.

(c) There are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries that are not in compliance with applicable law.

 

3.20. Title to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

 

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3.21. Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. Upon written request, the Company will provide to the Buyer true and correct copies of all policies relating to directors’ and officers’ liability coverage, errors and omissions coverage, and commercial general liability coverage.

3.22. Internal Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

3.23. Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

3.24. Solvency. As disclosed on the Company’s SEC filings, the Company (after giving effect to the transactions contemplated by this Agreement) has more assets than liabilities and is solvent (i.e., its assets have a fair market value greater than the amount required to pay its probable liabilities on its existing debts as they become absolute and matured). Currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature.

3.25. No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement, will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”). The Company is not controlled by an Investment Company.

3.26. Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, such breach will be considered an Event of Default under Section 3.1(d) of the Note.

3.27. No Section 3(a)(9) Transaction or Section 3(a)(10) Transaction. The Company has not entered into any transaction or arrangement structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the 1933 Act or Section 3(a)(10) of the 1933 Act during the three month period immediately preceding the date of this Agreement.

 

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3.28. No Shell Company. The Company is not, nor has it ever been, the type of “issuer” defined in Rule 144(i)(1) under the 1933 Act (a “Shell Company”). The Company acknowledges and agrees that (i) it is essential to the Buyer that the Buyer be able to sell Common Stock it receives under the Note and the Warrant in reliance on Rule 144, (ii) if the Company were or ever had been a Shell Company, any Common Stock received by the Buyer under the Note and the Warrant could not be sold in reliance on Rule 144 (at least without satisfying additional conditions), and (iii) Buyer is relying on the truth and accuracy of the Company’s representation in the foregoing sentence and the availability of Rule 144 with respect to Buyer’s selling of Common Stock in entering into this Agreement and purchasing the Note.

4. COVENANTS.

 

4.1. Best Efforts. The parties shall use their best efforts to timely satisfy each of the conditions described in Section 6 and 7 of this Agreement.

 

4.2. Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyer on or prior to the Closing Date.

 

4.3. Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

 

4.4. Expenses. The Company shall reimburse the Buyer for expenses incurred by it in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements, documents and approvals to be executed in connection herewith (“Transaction Documents”), including, without limitation, reasonable attorneys’ and consultants’ fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the Transaction Documents or any consents or waivers of provisions in the Transaction Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Transaction Documents. The Company’s obligation with respect to this Section 4.4 is to pay the Buyer the Transaction Expense Amount in the manner set forth in Section 1.4.

 

4.5. Financial Information. Upon written request, the Company agrees to send or make available the following reports to the Buyer until the Buyer transfers, assigns, or sells all of the Securities: (i) within ten (10) calendar days after the filing with the SEC, a copy of its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K; (ii) within one (1) Trading Day (as defined in the Note) after release, copies of all press releases issued by the Company or any of its Subsidiaries; and (iii) contemporaneously with the making available or giving to the stockholders of the Company, copies of any notices or other information the Company makes available or gives to such stockholders.

 

4.6. Listing. The Company shall promptly secure the listing of the Conversion Shares and the Warrant Shares upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Conversion Shares and Warrant Shares from time to time issuable upon conversion of the Note or exercise of the Warrant. The Company will obtain and, so long as the Buyer owns any of the Securities, maintain the listing and/or quotation, as applicable, and trading of its Common Stock on the Principal Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the Principal Market and any other exchanges or quotation systems on which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems. 

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4.7. Corporate Existence. So long as the Buyer beneficially owns the Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith, and (ii) is a publicly traded corporation whose Common Stock is listed for trading or quotation on the Principal Market.

 

4.8. No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.

 

4.9. Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, such breach will be considered an Event of Default under Section 3.1(c) of the Note.

 

4.10. Failure to Comply with the 1934 Act. So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting requirements of the 1934 Act so as to enable the Buyer to sell Common Stock in reliance on Rule 144 (as defined below); and the Company shall continue to be subject to the reporting requirements of the 1934 Act.

 

4.11. Transfer Agent Reserve. From and after the date hereof and until all of the Company’s obligations hereunder and the Note are paid and performed in full:

(a) the Company shall at all times require its transfer agent (its “Transfer Agent”) to establish a reserve of shares of authorized but unissued Common Stock in an amount not less than the Reserved Amount (as defined in the Note) (the “Transfer Agent Reserve”);

(b) the Company shall require its Transfer Agent to hold the Transfer Agent Reserve for the exclusive benefit of the Buyer and shall authorize the Transfer Agent to issue the shares of Common Stock held in the Transfer Agent Reserve to the Buyer only (subject to subsection 4.11(c) immediately below);

(c) the Company shall cause the Transfer Agent to agree that when the Transfer Agent issues shares of Common Stock to the Buyer pursuant to the Transaction Documents, the Transfer Agent will not issue such shares from the Transfer Agent Reserve, unless such is pre-approved in writing by the Buyer;

(d) the Company shall cause the Transfer Agent to agree that it will not reduce the Transfer Agent Reserve under any circumstances, unless such reduction is pre-approved in writing by the Buyer;

 

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(e) no less frequently than quarterly, the Company shall recalculate the Transfer Agent Reserve as of such time (each a “Transfer Agent Reserve Calculation”), and if additional shares of Common Stock are required to be added to the Transfer Agent Reserve pursuant to subsection 4.11(a) above, the Company shall immediately give instructions to the Transfer Agent to cause the Transfer Agent to set aside and increase the Transfer Agent Reserve by the necessary number of shares of Common Stock; and

(f) within three Trading Days of a written request from the Buyer, the Company shall certify in writing to the Buyer (1) the correctness of the Company’s Transfer Agent Reserve Calculation and (2) that either (A) the Company has instructed the Transfer Agent to increase the Transfer Agent Reserve in accordance with the terms hereof, or (B) there was no need to increase the Transfer Agent Reserve, in either case consistent with the Transfer Agent Reserve Calculation.

For the avoidance of any doubt, the requirements of this Section 4.11 are material to this Agreement and any violation or breach thereof by the Company shall constitute a default under this Agreement.

4.12. DWAC Eligibility. For so long as any portion of the Note remains outstanding, the Company shall cause all DWAC Eligible Conditions (as defined below) to be satisfied. For purposes hereof, the term “DWAC Eligible Conditions” means that (i) the Common Stock is eligible at DTC (as defined below) for full services pursuant to DTC’s operational arrangements, including without limitation transfer through DTC’s DWAC (as defined below) system, (ii) the Company has been approved (without revocation) by the DTC’s underwriting department, (iii) the Transfer Agent is approved as an agent in the DTC/FAST Program (as defined below), (iv) the Common Stock are otherwise eligible for delivery via DWAC, and (v) the Transfer Agent does not have a policy prohibiting or limiting delivery of the Common Stock via DWAC. For purposes hereof, the term “DWAC” means Deposit Withdrawal at Custodian as defined by the DTC; the term “DTC” means the Depository Trust Company; and the term “DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer Program.

4.13. Transfer or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (1) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (2) the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (3) the Securities are sold or transferred to an “affiliate” (an “Affiliate”) (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 4.12 and who is an Accredited Investor, (4) the Securities are sold pursuant to Rule 144, or (5) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

 

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4.14. Legends. The Buyer understands that the Conversion Shares and the Warrant Shares have not been registered under the 1933 Act, and until the Conversion Shares and the Warrant Shares are registered or may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, certificates representing the Conversion Shares and the Warrant Shares, as applicable, may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED, OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (i) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (ii) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Delivery Date (as defined in the Note), such will be considered an Event of Default under the Note (including without limitation under Section 3.1(b) of the Note).

5. Transfer Agent Instructions.

 

5.1. Instructions. The Company shall issue and agree to irrevocable instructions to its transfer agent, in form and substance satisfactory to the Buyer, to issue Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the applicable terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, irrevocable transfer agent instructions in a form that is substantially similar to the Irrevocable Transfer Agent Instructions (including but not limited to the requirement to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the Company and successor transfer agent to the Company. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, will be given by the Company to its transfer agent and that the Conversion Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement, the Note and/or the Irrevocable Transfer Agent Instructions; (ii) it will not direct its transfer agent not to transfer, or delay, impair, and/or hinder its transfer agent in transferring (or issuing) any Conversion Shares to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note, or any Warrant Shares upon exercise of or otherwise pursuant to the Warrant as and when required by the Warrant, this Agreement and/or the Irrevocable Transfer Agent Instructions; and (iii) it will not fail to remove (or direct its transfer agent not to remove or impair, delay, and/or hinder its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares or Warrant Shares issued to the Buyer as and when required by the Note, the Warrant, this Agreement and/or the Irrevocable Transfer Agent Instructions, as applicable. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

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5.2. DWAC Eligible. The Company specifically covenants that, as of the Closing Date, all DWAC Eligible Conditions will then be satisfied. After such date, the Company shall notify the Buyer in writing if the Company at any time while the Buyer holds Securities becomes aware of any plans of the Transfer Agent to voluntarily or involuntarily terminate its participation in the DTC/FAST Program. While Buyer holds Securities, the Company shall at all times after the Closing Date maintain a transfer agent which participates in the DTC/FAST Program, and the Company shall not appoint any transfer agent which does not participate in the DTC/FAST Program. Nevertheless, if at any time the Company receives a Conversion Notice and all DWAC Eligible Conditions are not then satisfied (including without limitation because the Transfer Agent is not participating in the DTC/FAST Program or the Conversion Shares are not otherwise transferable via the DWAC system), then the Company shall instruct the Transfer Agent to immediately issue one or more certificates for Common Stock without legend in such name and in such denominations as specified by the Buyer and consistent with the terms and conditions of the Transaction Documents.

 

5.3. Transfer Fees. The Company shall assume any fees or charges of the Transfer Agent or Company counsel regarding (i) the removal of a legend or stop transfer instructions with respect to the Securities, and (ii) the issuance of certificates or DWAC registration to or in the name of the Buyer or the Buyer’s designee or to a transferee as contemplated by an effective registration statement. Notwithstanding the foregoing, it shall be the Buyer’s responsibility to obtain all needed formal requirements (e.g., medallion guarantee) in connection with any electronic issuance of shares of Common Stock.

 

6. Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Securities to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

 

6.1. The Buyer shall have executed this Agreement and delivered the same to the Company.

 

6.2. The Buyer shall have delivered the Purchase Price in accordance with Section 1.2 above.

 

6.3. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

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6.4. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

 

7. Conditions to the Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

 

7.1. The Company shall have executed this Agreement and delivered the same to the Buyer.

 

7.2. The Company shall have delivered to the Buyer the duly executed Note and Warrant (in such denominations as the Buyer shall request) in accordance with Section 1.2 above.

 

7.3. The Irrevocable Transfer Agent Instructions shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent substantially in the form attached hereto as Exhibit C.

 

7.4. The Company shall have delivered to the Buyer a fully executed secretary’s certificate evidencing the Company’s approval of the Transaction Documents substantially in the form attached hereto as Exhibit D.

 

7.5. The Company shall have delivered to the Buyer a fully executed share issuance resolution to be delivered to the Transfer Agent substantially in the form attached hereto as Exhibit E.

 

7.6. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a secretary’s certificate (or officer’s certificate), dated as of the Closing Date, to the foregoing effect and as to such other matters as required hereby or as may be reasonably requested by the Buyer, together with resolutions adopted by the board of directors and a share issuance resolution in form and substance reasonably acceptable to the Buyer relating to and authorizing the Transaction Documents and the transactions contemplated thereby.

 

7.7. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

 

7.8. The Conversion Shares and the Warrant Shares shall have been authorized for quotation on the Principal Market and trading in the Common Stock on the Principal Market shall not have been suspended by the SEC or the Principal Market.

 

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8. Governing Law; Miscellaneous.

 

8.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Utah or in the federal courts located in Salt Lake County, Utah. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

 

8.2. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

 

8.3. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

 

8.4. Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

 

8.5. Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the Buyer.

 

8.6. Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given on the earliest of:

 

(a) the date delivered, if delivered by personal delivery as against written receipt therefor or by e-mail to an executive officer, or by confirmed facsimile,

 

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(b) the fifth Trading Day after deposit, postage prepaid, in the United States Postal Service by certified mail, or

 

(c) the third Trading Day after mailing by domestic or international express courier, with delivery costs and fees prepaid,

 

in each case, addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate by ten (10) calendar days’ advance written notice similarly given to each of the other parties hereto):

 

If to the Company, to:

MAX SOUND CORPORATION

10685-B Hazelhurst Drive #6572

Houston, Texas 77043

Attn: Greg Halpern, Chief Financial Officer

If to the Buyer:

ILIAD RESEARCH AND TRADING, L.P. 303 East Wacker Drive, Suite 1200 Chicago, Illinois 60601

Attn: John Fife, President

With a copy by fax only to (which copy shall not constitute notice):

HANSEN BLACK ANDERSON ASHCRAFT PLLC

2940 West Maple Loop, Suite 103

Lehi, Utah 84043

Attn: Jonathan K. Hansen

 

8.7. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Buyer, which consent may be withheld at the sole discretion of the Buyer; provided, however, that in the case of a merger, sale of substantially all of the Company’s assets or other corporate reorganization, the Buyer shall not unreasonably withhold, condition or delay such consent. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Buyer hereunder may be assigned by Buyer to a third party, including its financing sources, in whole or in part, without the need to obtain the Company’s consent thereto.

 

8.8. Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

 

8.9. Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

 

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8.10. Publicity. The Company and the Buyer shall have the right to review a reasonable period of time before issuance of any press releases, SEC, Principal Market or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or SEC, Principal Market or FINRA filings with respect to such transactions as is required by applicable law and regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with a copy thereof and be given an opportunity to comment thereon).

8.11. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

8.12. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

8.13. Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

8.14. Buyer’s Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction Documents on the Buyer are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and remedy that the Buyer may have, whether specifically granted in this Agreement or any other Transaction Document, or existing at law, in equity, or by statute; and any and all such rights and remedies may be exercised from time to time and as often and in such order as the Buyer may deem expedient.

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8.15. Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement or the other Transaction Documents, if at any time the Buyer shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause the Buyer (together with its Affiliates) to beneficially own a number of shares exceeding the Maximum Percentage (as defined in the Note), then the Company must not issue to the Buyer the excess Ownership Limitation Shares (as defined in the Note). For purposes of this Section, beneficial ownership of Common Stock will be determined under the 1934 Act. The Company will reserve the Ownership Limitation Shares for the exclusive benefit of the Buyer. From time to time, the Buyer may notify the Company in writing of the number of Ownership Limitation Shares that may be issued to the Buyer without causing the Buyer to exceed the Maximum Percentage. Upon receipt of such notice, the Company shall be unconditionally obligated to immediately issue such designated shares to the Buyer, with a corresponding reduction in the number of the Ownership Limitation Shares. By written notice to the Company, the Buyer may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all Affiliates and assigns of the Buyer. Additionally, if at any time after the Closing the Market Capitalization of the Common Stock (as defined in the Note) falls below $5,000,000, then from that point on, for so long as the Buyer or the Buyer’s Affiliate owns Common Stock or rights to acquire Common Stock, the Company shall post (or cause to be posted), no less frequently than every thirty (30) calendar days, the then-current number of issued and outstanding shares of its capital stock to the Company’s web page located at OTCmarkets.com (or such other web page approved by the Buyer) and upon request of the Buyer, the Company (or the Company’s transfer agent) shall provide the Buyer within three (3) Trading Days the then-current number of unissued and unreserved shares of its capital stock. The Company understands that its failure to so post its shares outstanding and provide the number of unissued and unreserved shares could result in economic loss to the Buyer. As compensation to the Buyer for such loss, in addition to any other available remedies in the Transaction Documents or at law or in equity, the Company shall pay the Buyer a late fee of $500.00 per calendar day for each calendar day that the Company fails to comply with the foregoing obligation to post its shares outstanding and to provide the number of unreserved and issued shares. As elected by the Buyer, the amount of any late fees incurred under this Section shall either be automatically added to the principal balance of the Note (without the need to provide any notice to the Company) or otherwise paid by the Company in immediately available funds upon demand.

8.16. Attorneys’ Fees and Cost of Collection. In the event of any action at law or in equity to enforce or interpret the terms of this Agreement or any of the other Transaction Documents, the parties agree that the party who is awarded the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of the full amount of the attorneys’ fees and expenses paid by such prevailing party in connection with the litigation and/or dispute without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair a court’s power to award fees and expenses for frivolous or bad faith pleading.

8.17. Time of the Essence. Time is expressly made of the essence of each and every provision of this Agreement and the other Transaction Documents.

[Remainder of page intentionally left blank; signature page to follow]

 

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SUBSCRIPTION AMOUNT:

 

Principal Amount of Note: $282,777.78
Purchase Price: $250,000.00

 

IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

 

  BUYER:
     
  ILIAD RESEARCH AND TRADING, L.P.
     
  By: Iliad Management, LLC, its General Partner
       
    By: Fife Trading, Inc., its Manager
         
      By: /s/ John Fife
        John M. Fife, President

  

  COMPANY:
     
  MAX SOUND CORPORATION
   
  By: /s/ Greg Halpern
  Printed Name: Greg Halpern
  Title: Chairman & CFO

Exhibit A Note

Exhibit B Warrant

Exhibit C Irrevocable Transfer Agent Instructions

Exhibit D Secretary’s Certificate

Exhibit E Share Issuance Resolution

 

 

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 EX-10.14 16 f10q0614ex10xiv_maxsound.htm CONVERTIBLE PROMISSORY NOTE

Exhibit 10.14

 

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CONVERTIBLE PROMISSORY NOTE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.

 

Original Principal Amount: $282,777.78 Issue Date: June 11, 2014
Purchase Price: $250,000.00  

 

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, MAX SOUND CORPORATION, a Delaware corporation (the “Borrower”), hereby promises to pay to the order of ILIAD RESEARCH AND TRADING, L.P., a Utah limited partnership, or registered assigns (the “Holder”), the sum of $282,777.78 (the “Original Principal Amount”) together with any additional charges provided for herein, on the date that is 12 months after the Issue Date (the “Maturity Date”), and to pay interest on the Outstanding Balance (as defined below) at the rate of four percent (4%) per annum from the date hereof (the “Issue Date”) until the same is paid in full; provided that upon the occurrence of an Event of Default (as defined below), interest shall thereafter accrue on the Outstanding Balance both before and after judgment at the rate of fourteen percent (14%) per annum (“Default Interest”). All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this Note. The Borrower acknowledges that the Original Principal Amount exceeds the purchase price of this Note and that such excess consists of the OID (as defined in the Purchase Agreement (defined below)) in the amount of $27,777.78, the Carried Transaction Expense Amount (as defined in the Purchase Agreement) in the amount of $5,000.00 to cover the Holder’s legal and other expenses incurred in the preparation of this Note, the Purchase Agreement, the Warrant to Purchase Shares of Common Stock (the “Warrant”), the Irrevocable Transfer Agent Instructions, and all other certificates, documents, agreements, resolutions and instruments delivered to any party under or in connection with this Note, as the same may be amended from time to time (collectively, the “Transaction Documents”), which sum shall be fully earned and charged to the Borrower upon the execution of this Note and paid to the Holder as part of the outstanding principal balance as set forth in this Note. This Note may not be prepaid in whole or in part except as otherwise provided in Section 1.8. All payments due hereunder (to the extent not converted into common stock, $0.0001 par value per share, of the Borrower (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall designate from time to time by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof between the Borrower and the Holder, pursuant to which this Note was originally issued (the “Purchase Agreement”). For purposes hereof, the term “Outstanding Balance” means the Original Principal Amount, as reduced or increased, as the case may be, pursuant to the terms hereof for conversion, breach hereof or otherwise, plus any accrued but unpaid interest (including with limitation Default Interest), collection and enforcements costs, and any other fees or charges incurred under this Note or under the Purchase Agreement.

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This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of the Borrower and will not impose personal liability upon the holder thereof.

The following additional terms shall apply to this Note:

1.          CONVERSION RIGHTS.

                           1.1.         Conversion Right. Subject to Section 1.7, during the period beginning on the Issue Date and ending when the Outstanding Balance is paid or converted in full, the Holder shall, at its option, have the right from time to time, to convert all or any part of the Outstanding Balance of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below) determined as provided herein (a “Conversion”). The number of shares of Common Stock to be issued upon each conversion of this Note (the “Conversion Shares”) shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4(a) below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the portion of the Outstanding Balance to be converted.

                           1.2.         Conversion Price. 

                                          (a)                Calculation of Conversion Price. The conversion price (as the same may be adjusted from time to time pursuant to the terms hereof, the “Conversion Price”) shall mean 75% (the “Conversion Factor”) multiplied by the Market Price (as defined herein). “Market Price” means the average of the three (3) lowest Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date. If an Event of Default (as defined below) other than an Event of Default pursuant to Section 3.1(i) occurs, then the Conversion Factor will be reduced to 65%. If an Event of Default pursuant to Section 3.1(i) occurs, then the Conversion Factor will be reduced to 50%. “Trading Price” means, for the Common Stock as of any date, the closing bid price on the Principal Market as reported by a reliable reporting service designated by the Holder (e.g. Bloomberg) or, if the Principal Market is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are quoted in “OTC Pink” by Pink OTC Markets Inc. (formerly Pink Sheets LLC), or any successor entity or other publisher thereof. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the Holder. “Trading Day” shall mean any day on which the Common Stock is traded or tradable for any period on the Principal Market, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

 

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                                          (b)               Conversion Price During Major Announcements. Notwithstanding anything contained in Section 1.2(a) to the contrary, in the event the Borrower (i) makes a public announcement that it intends to consolidate or merge with any other corporation (other than a merger in which the Borrower is the surviving or continuing corporation and its capital stock is unchanged) or sell or transfer all or substantially all of the assets of the Borrower or (ii) any person, group or entity (including the Borrower) publicly announces a tender offer to purchase 50% or more of the Borrower’s Common Stock (or any other takeover scheme) (the date of the announcement referred to in clause (i) or (ii) is hereinafter referred to as the “Announcement Date”), then the Conversion Price shall, effective upon the Announcement Date and continuing through the Adjusted Conversion Price Termination Date (as defined below), be equal to the lower of (1) the Conversion Price which would have been applicable for a Conversion occurring on the Announcement Date, and (2) the Conversion Price that would otherwise be in effect. From and after the Adjusted Conversion Price Termination Date, the Conversion Price shall be determined as set forth in this Section 1.2(b). For purposes hereof, “Adjusted Conversion Price Termination Date” shall mean, with respect to any proposed transaction or tender offer (or takeover scheme) for which a public announcement as contemplated by this Section 1.2(b) has been made, the date upon which the Borrower (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) consummates or publicly announces the termination or abandonment of the proposed transaction or tender offer (or takeover scheme) which caused this Section 1.2(b) to become operative.

                           1.3.         Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note. The Borrower is required at all times to have authorized and reserved four times the number of shares that is actually issuable upon full conversion of this Note (based on the Conversion Price in effect from time to time) and full exercise of the Warrant (the “Reserved Amount”). The Reserved Amount shall be increased from time to time as required to insure compliance with this Section 1.3. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which this Note shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of this Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue shares of the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of issuing the necessary shares of Common Stock in accordance with the terms and conditions of this Note. If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.1(c).

                           1.4.         Method of Conversion. 

                                          (a)                Mechanics of Conversion. Subject to Section 1.7 hereof, beginning on the date specified in Section 1.1, this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time), otherwise the Conversion Date will be the next Trading Day.

 

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                                          (b)               Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire Outstanding Balance of this Note is so converted. The Holder and the Borrower shall maintain records showing the amount of the Outstanding Balance so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Holder shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder may request, representing in the aggregate the remaining Outstanding Balance of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted Outstanding Balance of this Note represented by this Note may be less than the amount stated on the face hereof.

                                          (c)                Payment of Taxes. Borrower is responsible for the payment of all charges, fees, and taxes required to deliver Conversion Shares to Holder; provider, however, that Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of Conversion Shares or other securities or property on conversion of this Note in a name other than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.

                                          (d)               Delivery of Common Stock Upon Conversion. On or before the close of business on the third (3rd) Trading Day following the date of receipt of a Notice of Conversion from the Holder via facsimile transmission or e-mail (or other reasonable means of communication) (the “Delivery Date”), the Borrower shall, provided that all DWAC Eligible Conditions (as defined below) are then satisfied, credit the aggregate number of Conversion Shares to which the Holder shall be entitled to the account specified on the Conversion Notice via the DWAC (as defined below) system. If all DWAC Eligible Conditions are not then satisfied, the Borrower shall instead issue and deliver or cause to be issued and delivered (via reputable overnight courier) to the address as specified in the Notice of Conversion, a certificate, registered in the name of the Holder or its designee, for the number of Conversion Shares to which the Holder shall be entitled; provided, however, that, in addition to any other rights or remedies that the Holder may have under this Note, then the Non-DWAC Eligible Adjustment Amount (as defined below) shall be added to the Outstanding Balance of this Note as set forth in Section 1.6(f) below. For the avoidance of doubt, the Borrower has not met its obligation to deliver Conversion Shares by the Delivery Date unless the Holder or its broker, as applicable, has actually received the shares electronically into the applicable account, or if the DWAC Eligible Conditions are not then satisfied, has actually received the certificate representing the applicable Conversion Shares no later than the close of business on the relevant Delivery Date pursuant to the terms set forth above. For purposes hereof, the term “DWAC Eligible Conditions” means that (i) the Common Stock is eligible at DTC (as defined below) for full services pursuant to DTC’s operational arrangements, including without limitation transfer through DTC’s DWAC system, (ii) the Borrower has been approved (without revocation) by the DTC’s underwriting department, (iii) the Borrower’s transfer agent is approved as an agent in the DTC/FAST Program (as defined below), (iv) the Conversion Shares are otherwise eligible for delivery via DWAC, and (v) the Borrower’s transfer agent does not have a policy prohibiting or limiting delivery of the Conversion Shares via DWAC. For purposes of this Note, the term “DWAC” means Deposit Withdrawal at Custodian as defined by the DTC; the term “DTC” means the Depository Trust Company; and the term “DTC/FAST Program” means the DTC’s Fast Automated Securities Transfer Program.

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                                          (e)                Obligation of Borrower to Deliver Common Stock. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the shares of Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is delivered to the Borrower before 6:00 p.m., New York, New York time, on such date; otherwise, the Conversion Date shall be the next Trading Day. Once the Holder may freely trade the Common Stock issuable upon a conversion of this Note pursuant to and in accordance with the terms hereof (and in the case of any certificates delivered to Holder because not all of the DWAC Eligible Conditions are then satisfied, once such certificates have been deposited into Holder’s brokerage account, all legends have been removed therefrom, and the Common Stock represented by such certificates is freely tradeable), all rights with respect to the portion of the Outstanding Balance being so converted shall forthwith terminate; provided, however, that the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion as of the date Borrower receives the corresponding Notice of Conversion.

                                          (f)                Delivery of Common Stock via the DWAC System. Notwithstanding any other provision contained herein, failure to deliver via the DWAC system any Common Stock to be delivered to the Holder under this Section 1.4 shall constitute a breach of this Agreement and an Event of Default under Section 3 hereof, including without limitation under Sections 3.1(c) and 3.1(p).

                                          (g)               Failure to Deliver Common Stock Prior to Delivery Date. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered as required by Section 1.4(d) by the Delivery Date (a “Conversion Default”), the Borrower shall pay in cash to the Holder for each calendar day beyond the Delivery Date that the Borrower fails to deliver such Common Stock an amount equal to $500 per day (the “Conversion Default Payment”). Such cash amount shall be paid to the Holder by the fifth day of the month following the month in which it has accrued (the “Conversion Default Payment Due Date”). In the event such cash amount is not received by the Holder by the Conversion Default Payment Due Date, at the option of the Holder (without notice to the Borrower), the Conversion Default Payment shall be added to the Outstanding Balance of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, or interference with such conversion right are difficult if not impossible to quantify. Accordingly the parties acknowledge that the liquidated damages provisions contained in this Section 1.4(g) are justified.

                           1.5.        Concerning the Shares. Transfer of the shares of Common Stock issuable upon conversion of this Note is restricted and certificates representing such shares may bear a legend as set forth in Sections 4.14 of the Purchase Agreement.

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                            1.6.        Effect of Certain Events.  

                                         (a)                Fundamental Transaction Consent Right. The Borrower shall not enter into or be party to a Fundamental Transaction (as defined below), unless the Borrower obtains the prior written consent of the Holder to enter into such Fundamental Transaction. For purposes of this Note, “Fundamental Transaction” means that (i) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of the Borrower, or (ii) (1) the Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consolidate or merge with or into (whether or not the Borrower or any of its subsidiaries is the surviving corporation) any other individual, corporation, limited liability company, partnership, association, trust or other entity or organization (collectively, “Person”), or (2) the Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets to any other Person, or (3) the Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, allow any other Person to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of voting stock of the Borrower (not including any shares of voting stock of the Borrower held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (4) the Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other Person whereby such other Person acquires more than 50% of the outstanding shares of voting stock of the Borrower (not including any shares of voting stock of the Borrower held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination), or (5) the Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize or reclassify the Common Stock, other than an increase in the number of authorized shares of the Borrower’s Common Stock. The provisions of this Section 1.6(a) shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of this Note. As a condition to pre-approving any Fundamental Transaction in writing, which approval may be withheld in the Holder’s sole discretion, Holder may require the resulting successor or acquiring entity (if not the Borrower) to assume by written instrument all of the obligations of the Borrower under this Note and all the other Transaction Documents with the same effect as if such successor or acquirer had been named as the Borrower hereto and thereto.

                                          (b)               Adjustment Due to Fundamental Transactions. If, at any time when this Note is issued and outstanding and prior to conversion of all of this Note, there shall be any Fundamental Transaction that is pre-approved in writing by the Holder pursuant to Section 1.6(a) above, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of this Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The above provisions shall similarly apply to successive Fundamental Transactions.

 

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                                          (c)               Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining stockholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of stockholders entitled to such Distribution.

                                          (d)              Adjustment Due to Dilutive Issuance. If, at any time when this Note is issued and outstanding, the Borrower issues or sells, or in accordance with this Section 1.6(d) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions underwriting discounts or allowances in connection therewith) less than the Conversion Price in effect on the date of such issuance (or deemed issuance) of such shares of Common Stock (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Conversion Price will be reduced to the amount of the consideration per share received by the Borrower in such Dilutive Issuance.

                                          The Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or grants any warrants, rights or options (not including employee stock option plans), whether or not immediately exercisable, to subscribe for or to purchase Common Stock or other securities convertible into or exchangeable for Common Stock (“Convertible Securities”) (such warrants, rights and options to purchase Common Stock or Convertible Securities are hereinafter referred to as “Options”) and the price per share for which Common Stock is issuable upon the exercise of such Options is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon the exercise of such Options” is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

                                          Additionally, the Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or sells any Convertible Securities, whether or not immediately convertible, and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For the purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon such conversion or exchange” is determined by dividing (1) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (2) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

 

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                                          (e)               Purchase Rights. If, at any time when this Note is issued and outstanding, the Borrower issues any convertible securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

                                          (f)               Adjustment Due to Non-DWAC Eligibility. If, at any time when this Note is issued and outstanding, the Holder delivers a Notice of Conversion and at such time all DWAC Eligible Conditions are not then satisfied, the Borrower shall deliver certificated Conversion Shares to the Holder pursuant to Section 1.4(d) and the Non-DWAC Eligible Adjustment Amount shall be added to the Outstanding Balance of this Note, without limiting any other rights of the Holder under this Note or the other Transaction Documents. The “Non-DWAC Eligible Adjustment Amount” is the amount equal to the number of applicable Conversion Shares multiplied by the excess, if any, of (i) the Trading Price of the Common Stock on the Conversion Date, over (ii) the Trading Price of the Common Stock on the date the certificated Conversion Shares are freely tradable, clear of any restrictive legend and deposited in the Holder’s brokerage account. In any such case, Holder will use reasonable efforts to timely deposit such certificates in its brokerage account after it receives them and cause such restrictive legends to be removed, and, without limiting any other provision hereof, Borrower agrees to fully cooperate with Holder in accomplishing the same.

                                          (g)              Adjustment Due to Late Clearing of DWAC Eligible Shares. If, at any time when this Note is issued and outstanding, the Holder delivers a Notice of Conversion and at such time the Common Stock is DWAC Eligible and the applicable DWAC Eligible Conversion Shares are delivered to Holder or its broker, but it takes longer than five (5) business days after such delivery for such Conversion Shares to be electronically cleared for trading in Holder’s brokerage account, then the Late Clearing Adjustment Amount (as defined below) shall be added to the Outstanding Balance of this Note, without limiting any other rights of the Holder under this Note or the other Transaction Documents. The “Late Clearing Adjustment Amount” is the amount equal to the number of applicable Conversion Shares multiplied by the excess, if any, of (1) the Trading Price of the Common Stock on the Conversion Date, over (2) the Trading Price of the Common Stock on the date the certificated DWAC Eligible Conversion Shares are electronically cleared for trading in the Holder’s brokerage account. In any such case, and without limiting any other provision hereof, each of Holder and the Borrower agrees to take all action reasonably necessary on its part to help ensure that the applicable Conversion Shares are electronically cleared for trading in the Holder’s brokerage account within the five-day period described above.

                                          (h)              Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price or the addition of the Non-DWAC Eligible Adjustment Amount or Late Clearing Adjustment Amount to the Outstanding Balance as a result of the events described in this Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of this Note.

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                                          (i)                Adjustments for Stock Split. Notwithstanding anything herein to the contrary, any references to share numbers or share prices shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction.

 

                           1.7.        Ownership Limitation. Notwithstanding anything to the contrary contained in this Note or the other Transaction Documents, if at any time the Holder shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance would cause the Holder (together with its Affiliates) to beneficially own a number of shares exceeding 4.99% of the number of shares of Common Stock outstanding on such date (including for such purpose the shares of Common Stock issuable upon such issuance) (the “Maximum Percentage”), then the Company must not issue to the Holder shares of the Common Stock which would exceed the Maximum Percentage. For purposes of this Section, beneficial ownership of Common Stock will be determined under the 1934 Act. The shares of Common Stock issuable to the Holder that would cause the Maximum Percentage to be exceeded are referred to herein as the "Ownership Limitation Shares". The Company will reserve the Ownership Limitation Shares for the exclusive benefit of the Holder. From time to time, the Holder may notify the Company in writing of the number of the Ownership Limitation Shares that may be issued to the Holder without causing the Holder to exceed the Maximum Percentage. Upon receipt of such notice, the Company shall be unconditionally obligated to immediately issue such designated shares to the Holder, with a corresponding reduction in the number of the Ownership Limitation Shares. Notwithstanding the forgoing, the term “4.99%” above shall be replaced with “9.99%” at such time as the Market Capitalization of the Common Stock is less than $5,000,000.00. Notwithstanding any other provision contained herein, if the term “4.99%” is replaced with “9.99%” pursuant to the preceding sentence, such increase to “9.99%” shall remain at 9.99% until increased, decreased or waived by the Holder as set forth below. For purposes of this Note, the term “Market Capitalization of the Common Stock” shall mean the product equal to (A) the average VWAP of the Common Stock for the immediately preceding fifteen (15) Trading Days, multiplied by (B) the aggregate number of outstanding shares of Common Stock as reported on the Company’s most recently filed Form 10-Q or Form 10-K. By written notice to the Company, the Holder may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and shall apply to all Affiliates and assigns of the Holder.

 

                           1.8.         Prepayment. So long as the Borrower has not received a Notice of Conversion from the Holder, then at any time during the period beginning on the Issue Date and ending on the date which is one hundred eighty (180) calendar days following the Issue Date, the Borrower shall have the right, exercisable on not less than thirty (30) Trading Days prior written notice to the Holder to prepay the Outstanding Balance of this Note, in full, in accordance with this Section 1.8. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder at its registered addresses and shall state: (a) that the Borrower is exercising its right to prepay this Note, and (b) the date of prepayment, which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) Trading Day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay this Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 115%, multiplied by the then Outstanding Balance of this Note. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder within two (2) Trading Days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay this Note pursuant to this Section 1.8. 

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2.          CERTAIN COVENANTS. 

 

                           2.1.         Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock, or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions pursuant to any stockholders’ rights plan which is approved by a majority of the Borrower’s disinterested directors.

 

                           2.2.        Restriction on Stock Repurchases. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants, rights or options to purchase or acquire any such shares.

 

                           2.3.        Borrowings. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s prior written consent, create, incur, assume guarantee, endorse, contingently agree to purchase or otherwise become liable upon the obligation of any person, firm, partnership, joint venture or corporation, except by the endorsement of negotiable instruments for deposit or collection, or suffer to exist any liability for borrowed money, except (a) borrowings in existence or committed on the date hereof and of which the Borrower has informed the Holder in writing prior to the date hereof, (b) indebtedness to trade creditors or financial institutions incurred in the ordinary course of business, (c) borrowings, the proceeds of which shall be used to repay this Note or (d) as permitted by the Purchase Agreement.

 

                           2.4.        Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s prior written consent, sell, lease or otherwise dispose of any significant portion of the Borrower’s assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

 

                           2.5.        Advances and Loans. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and Affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the date hereof and which the Borrower has informed Holder in writing prior to the date hereof, (b) made in the ordinary course of business, or (c) not in excess of $100,000.

3.          EVENTS OF DEFAULT. 

 

                           3.1.         Events of Default. The occurrence of any of the following events of default (each, an “Event of Default”) shall be an event of default hereunder:

 

                                          (a)               Failure to Pay Amounts Due. The Borrower fails to pay any amount when due on this Note, whether at maturity, upon acceleration or otherwise.

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                                          (b)               Conversion and the Shares. The Borrower (i) fails to issue Conversion Shares to the Holder or the Holder’s broker (as set forth in the applicable Conversion Notice) by the Delivery Date, (ii) fails to transfer or cause its transfer agent to transfer (issue) any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note or any of the other Transaction Documents, (iii) the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) any shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note or any of the other Transaction Documents, or (iv) fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note or any of the other Transaction Documents.

 

                                          (c)               Breach of Covenants and Obligations. The Borrower breaches any covenant or obligation or other term or condition contained in this Note and any collateral documents including but not limited to the other Transaction Documents.

 

                                          (d)              Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement and any other Transaction Documents), shall be false or misleading in any material respect when made.

 

                                          (e)               Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

 

                                          (f)                Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

 

                                          (g)               Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

 

                                          (h)              Delisting of Common Stock. The Borrower shall fail to maintain the listing and/or quotation, as applicable, of the Common Stock on the Principal Market.

 

                                          (i)                Failure to Comply with the 1934 Act. The Borrower shall fail to comply with the reporting requirements of the 1934 Act; and/or the Borrower shall cease to be subject to the reporting requirements of the 1934 Act.

 

                                          (j)                Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

 

                                          (k)               Cessation of Operations. Any cessation of operations by the Borrower or the Borrower admits it is otherwise generally unable to pay its debts as such debts become due; provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

 

                                          (l)                Maintenance of Assets. The failure by the Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future).

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                                          (m)             Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or any other Transaction Documents.

 

                                          (n)              Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without twenty (20) calendar days prior written notice to the Holder.

 

                                          (o)              Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to the Holder and the Borrower.

 

                                          (p)              DWAC Eligibility. The failure of any of the DWAC Eligible Conditions to be satisfied at any time during which the Borrower has obligations under this Note.

 

                           3.2.         Default Effects; Automatic Acceleration. Upon the occurrence of any Event of Default, (a) the Outstanding Balance shall immediately increase to 105% of the Outstanding Balance immediately prior to the occurrence of the Event of Default (the “Balance Increase”), and (b) this Note shall then accrue interest at the Default Interest rate (collectively, the “Default Effects”); provided, however, that (x) in no event shall the Balance Increase be applied more than once, and (y) notwithstanding any provision to the contrary herein, in no event shall the applicable interest rate at any time exceed the maximum interest rate allowed under applicable law. The Default Effects shall automatically apply upon the occurrence of an Event of Default without the need for any party to give any notice or take any other action. Further, upon the occurrence and during the continuation of any Event of Default, the Holder may by written notice to the Borrower declare the entire Outstanding Balance immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the other Transaction Documents to the contrary notwithstanding; provided, however, that upon the occurrence or existence of any Event of Default described in Sections 3.1(e), 3.1(g), 3.1(j), or 3.1(k), immediately and without notice, all outstanding obligations payable by the Borrower hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the Transaction Documents to the contrary (“Automatic Acceleration”). For avoidance of doubt, except in the case of Automatic Acceleration resulting from an Event of Default under Sections 3.1(e), 3.1(g), 3.1(j), or 3.1(k), the Holder shall retain all rights under this Note and the Transaction Documents, including the ability to convert the then Outstanding Balance of this Note pursuant to Section 1 hereof, at all times following the occurrence of an Automatic Acceleration until the entire Outstanding Balance at that time has been paid in full.

 

                4.        MISCELLANEOUS. 

 

                           4.1.        Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

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                           4.2.        Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with the subsection of the Purchase Agreement titled “Notices.”

 

                           4.3.        Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

 

                           4.4.        Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns; provided, however, that this Note may not be transferred, assigned or conveyed by the Borrower without the prior written consent of the Holder. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the Securities Act of 1933 (as amended, the “1933 Act”)). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

 

                           4.5.         Cost of Collection; Attorneys’ Fees. Upon the occurrence of any Event of Default, the Borrower shall pay to the Holder hereof all costs and reasonable attorneys’ fees incurred by the Holder in connection with such Event of Default. In the event of any action at law or in equity to enforce or interpret the terms of this Note or any of the other Transaction Documents, the parties agree that the party who is awarded the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of the full amount of the attorneys’ fees and expenses paid by such prevailing party in connection with the litigation and/or dispute without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair a court’s power to award fees and expenses for frivolous or bad faith pleading.

 

                           4.6.        Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Utah without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of Utah or in the federal courts located in Salt Lake County, Utah. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other related or companion documents by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

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                           4.7.         Fees and Charges. The parties acknowledge and agree that upon the Borrower’s failure to comply with the provisions of this Note, the Holder’s damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability to predict future interest rates, the Holder’s increased risk, and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder, among other reasons. Accordingly, any fees, charges, and interest due under this Note are intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not a penalty, and shall not be deemed in any way to limit any other right or remedy Holder may have hereunder, at law or in equity.

 

                           4.8.         Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the charges assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

 

                           4.9.        Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement and the other Transaction Documents.

 

                           4.10.       Notice of Corporate Events. Except as otherwise provided herein, the Holder of this Note shall have no rights as a Holder of Common Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification of any meeting of the Borrower’s stockholders (and copies of proxy materials and other information sent to stockholders). In the event of any taking by the Borrower of a record of its stockholders for the purpose of determining stockholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other right, or for the purpose of determining stockholders who are entitled to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of the Borrower or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) calendar days prior to the record date specified therein (or thirty (30) calendar days prior to the consummation of the transaction or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this Section 4.10.

 

                           4.11.      Pronouns. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may permit or require.

 

                           4.12.      Time of the Essence. Time is expressly made of the essence of each and every provision of this Note.

[Remainder of page intentionally left blank; signature page to follow]

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IN WITNESS WHEREOF, the Borrower has caused this Note to be signed in its name by its duly authorized officer as of the Issue Date set forth above.

 

MAX SOUND CORPORATION  
     
By: /s/ Greg Halpern  
  Greg Halpern,
Chief Financial Officer		  

 

[Signature page to Secured Convertible Promissory Note]

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EXHIBIT A

ILIAD RESEARCH AND TRADING, L.P.
303 EAST WACKER DRIVE, SUITE 1200
CHICAGO, ILLINOIS 60601

Date: ___________________

MAX SOUND CORPORATION

10685-B Hazelhurst Drive #6572

Houston, TX 77043

Attn: Greg Halpern, Chief Financial Officer

CONVERSION NOTICE

The above-captioned Holder hereby gives notice to MAX SOUND CORPORATION, a Delaware corporation (the “Company”), pursuant to that certain Convertible Promissory Note made by the Company in favor of the Holder on June 11, 2014 (the “Note”), that the Holder elects to convert the portion of the Outstanding Balance of the Note set forth below into fully paid and non-assessable shares of Common Stock of the Company as of the date of conversion specified below. Such conversion shall be based on the Conversion Price set forth below. In the event of a conflict between this Conversion Notice and the Note, the Note shall govern, or, in the alternative, at the election of the Holder in its sole discretion, the Holder may provide a new form of Conversion Notice to conform to the Note.

A.     Date of conversion:

B.     Conversion #:

C.     Conversion Amount:

D.     Market Price_____ (Average of 3 lowest Trade Prices of last 10 Trading Days as per Exhibit A-1)

E.     Conversion Factor: 75% [65% or 50% upon certain Events of Default]

F.     Conversion Price: _________ (D multiplied by E)

G.     Conversion Shares: (C divided by F)

H.     Remaining Outstanding Balance of Note: _____ *

* Subject to adjustments for corrections, defaults, and other adjustments permitted by the Transaction Documents.

 

Please transfer the Conversion Shares electronically (via DWAC) to the following account:

Broker:  ____________________________   Address:      _____________________
DTC#:   _____________________                       _____________________
Account #:   _____________________                       _____________________ 
Account Name:    _____________________  

To the extent the Conversion Shares are not able to be delivered to the Holder electronically via the DWAC system, please deliver a certificate representing all such shares to the Holder via reputable overnight courier after receipt of this Conversion Notice (by facsimile transmission or otherwise) to:

____________________________ 

____________________________ 

____________________________

 

(Signature Page Follows)

 

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Sincerely,  
   
ILIAD RESEARCH AND TRADING, L.P.  
   
By: Iliad Management, LLC, its General Partner
     
  By: Fife Trading, Inc., its Manager
       
    By:  
      John M. Fife,
President		  

 

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EXHIBIT A-1

CONVERSION WORKSHEET

Trading Day Lowest Trade Price Lowest 3 (Yes or No)
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
Average    

 

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 EX-10.15 17 f10q0614ex10xv_maxsound.htm LICENSING AND REPRESENTATION AGREEMENT

Exhibit 10.15

 

MAX SOUND CORPORATION AND VSL COMMUNICATIONS

LICENSING AND REPRESENTATION AGREEMENT

(OPTIMIZED DATA TRANSMISSION SYSTEM & METHOD)

 

THIS AGREEMENT ("Agreement") on May 19, 2014 is entered into by and between Max Sound Corporation, a Delaware corporation (hereinafter "MAXD") with its address at 2902A Colorado Avenue, Santa Monica, CA 90404 and VSL Communications (hereinafter "VSL") with its address at Great Eagle Centre, 21st Floor, 23 Harbour Road, Wanchai, Hong Kong. VSL is the lawful rights holder of all worldwide Intellectual Property Titled Optimized Data Transmission System and Method ("ODT"). Together MAXD and VSL shall hereinafter be the ("Parties"), and

 

WHEREAS, before the Closing Date, VSL legally owns and controls all of the worldwide rights, title and interest to all fields of use of its Trade Secrets, Patents, and all other know-how, through its affiliated entities and owners, including the rights to license, the rights to develop and market ODT and the Rights to Sue ("RIGHTS TO SUE") and Legally Defend and Uphold its Intellectual Property, Trade Secrets and Proprietary Technology. ("TECHNOLOGY").

 

WHEREAS, the parties desire to provide for the terms and conditions upon which MAXD is agreeing to represent VSL in a stock-and-cash exchange. Upon consummation, VSL hereby grants to MAXD the Rights to Represent VSL, ODT and the TECHNOLOGY, and the RIGHTS TO SUE as set forth more fully in this Agreement; and

 

WHEREAS, VSL and ODT Technology with certain intellectual property typically referred to as the Optimized Data Transmission System and Method which among other things can reduce multi-media content and data files by 97% (Ninety Seven Percent) during the encoding/decoding process; and

 

NOW, THEREFORE, for good and valuable consideration, the receipt, adequacy and sufficiency of which are by this Agreement acknowledged, the parties agree as follows:

 

ARTICLE 1

TERMS AND CONDITIONS

 

1.01 Rights

 

(a)      License Grant. Subject to the terms and conditions of this Agreement, at the Effective Date, as defined herein, VSL hereby grants MAXD the Exclusive Worldwide License to ODT Technology.

 

(b)      Representation. Subject to the terms and conditions of this Agreement, at the Effective Date, as defined herein. VSL hereby grants MAXD the Exclusive representation to act as its agent and negotiate any opportunities on behalf of VSL Technology to Companies, Organizations and other qualified Entities ("AGENT").

 

(c)      Pre-approved Claims. VSL grants MAXD the Exclusive Right to Sue pre-approved violators of VSL's intellectual property rights. VSL agrees that MAXD will bring forth any Legal Claims pre-approved by VSL. VSL has pre-approved the Margin Note Claim as the first such matter that MAXD will bring forward. VSL has pre-approved an additional Claim against all receivers of VSL Trade Secrets. VSL will be a Co-Plaintiff in any Lawsuit at VSL's option and/or if the Law Firm selected to represent the case clearly demonstrates that VSL's participation is in the best interest of the parties and can produce the best possible outcome within the shortest time lines.

 

(d)      Representation Date. Representation shall become effective ("Effective Date") upon the execution of this Agreement by both parties.

 

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(e)      Final Due Diligence. MAXD has the right to complete its final phase of document due diligence on or before May 30, 2014.

 

(f)      First Exchange of Cash. MAXD shall deliver $200,000.00 (Two Hundred Thousand Dollars) USD to VSL with a MAXD Company check made out to VSL's Designee on Thursday, May 19, 2014.

 

(g)      Second Exchange of Cash. MAXD shall deliver $300,000.00 (Three Hundred Thousand Dollars) USD to VSL with a MAXD Company check made out to VSL's Designee on or before Friday, May 30, 2014 or on such sooner date if the complete file of documents is received by MAXD from VSL pursuant to 1.01(g) below.

 

(h)      Document Collection. On May 28, 2014, MAXD will take possession of all VSL documents related to the Margin Notes matter. Such documents will remain the property of VSL and be kept in fireproof safekeeping by MAXD in San Diego for the duration of the agreement except as may be needed for forensic analysis and in a cause of action. VSL will provide MAXD originals of the Margin Notes and the associated NDA. If MAXD needs to it will make the second payment in 1.01(f) above, take the entire inventory of VSL documents, and return one complete set of same to VSL within 5 (Five) business days.

 

(i)      Exchange of additional $1,000,000.00 Cash. Following the initial two exchanges of cash (as outlined in 1.01d & 1.01e herein), 5 (Five) additional payments of $200,000.00 (Two Hundred Thousand Dollars) shall be paid to VSL with a MAXD Company check made out to VSL's Designee. These additional 5 (Five) payments (contingent on 1.01h hereunder) shall be issued every 30 (Thirty) days, until a total of $1,000,000.00 (One Million Dollars) (over and above the initial $500,000.00 Down Payment) is paid, however the 30 (Thirty) day periods will be waived if fund raising occurs on an anticipated faster time line.

 

(j)      Additional Cash from Funding. The payments of additional cash found in section 1.01g above, are contingent on the following funding criteria: MAXD shall pay set increments of cash based on a percentage of gross funds received by MAXD through funds raised. MAXD shall pay VSL 20% (Twenty Percent) of such monies as soon as they are received. For the purpose of example, S1,000,000.00 (gross funds from fund raising) to MAXD x 20% (VSL percentage) = S200.000.00.

 

(k)     Exchange of Stock. Within two weeks of the effective date of this agreement, 10,000,000 (Ten Million) Shares of MAXD Common Stock (Rule 144 unregistered shares) will be ordered from MAXD's Transfer Agent to be paid to VSL's Designee. VSL agrees to sell no more than 5% (Five Percent) of the daily trading volume in the Public Market, but may sell all or part of its holdings at any time after six months in a private sale, not subject to volume restrictions or open market trading.

 

(l)      Press Releases. MAXD, to meet its regulatory obligations, is permitted to issue relevant press releases and/or required securities filings regarding its Representation of VSL. Relevant press releases by the Law Firm, in any VSL pre-approved cases provided for herein, are also permitted.

 

(1)    Legal Representation. MAXD shall retain the services of a top Law Firm of its choosing to assist with Representation of all pre-approved causes of action.

 

(i)       Rights to Sue. VSL grants to MAXD the Exclusive RIGHTS TO SUE and pursue any VSL pre-approved actions, in law, equity, or otherwise, against any individuals, corporations, or any other entities (partnership, joint ventures, etc.), in any forum (court, arbitration, mediation), anywhere in the world but only when VSL has pre-approved specific suits against specific parties as provided for in 1.01(c) above.

 

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(ii)       Contingency Fee. MAXD and VSL agree that if a Law Firm is hired on a contingency fee basis, that said Law Firm at the close of any settlement awards or beneficial judgments deducts such contingency amount and therefore is not included in the final calculation of the amounts VSL and MAXD will share under this agreement.

 

(iii)       Pre-approved Margin Note Claim. The Law Firm shall begin preparation of the litigation process in the Margin Note Claim on behalf of MAXD and VSL.

 

(iv)       Pre-approved Trade Secrets Claim(s). The Law Firm shall begin preparation of the litigation process in additional Trade Secret Claims on behalf of MAXD and VSL.

 

1.02  VSL Opportunities. As Exclusive AGENT, MAXD will act on behalf of VSL to facilitate and negotiate all opportunities on behalf of VSL and ODT Technology to Companies, Organizations and other qualified Entities. Upon any closing, VSL shall receive 50% (Fifty Percent) of Gross Dollars and MAXD shall receive the other 50% (Fifty Percent) of Gross Dollars, at the time of a completion of any transaction opportunity, including legal settlements after subtracting applicable contingent legal fees (See 1.01(1)(ii)).

 

1.03 Exclusive ODT License to MAXD. VSL is granting the Exclusive Worldwide License to MAXD to VSL's ODT Technology for all fields of use.

 

1.04 Effective Date. Subject to the terms and conditions of this Agreement, the effective date of this Agreement, shall be the date of the last executed signature affixed to this agreement, and other milestones contained herein, but in any event no later than May 24, 2014.

 

1.05  Term. The term of this Agreement is the life of the intellectual property being in effect. All

transactions and settlements that MAX]) has consummated or is in negotiation with at the time of expiration or termination of this agreement will continue to be paid to MAXD its related share for the life of any such transactions and/or settlements as provided for in this agreement.

 

ARTICLE 2 

REPRESENTATIONS AND WARRANTIES

 

2.00 Representations and Warranties of VSL. VSL represents and warrants to MAXD that the facts, statements and claims set forth below are true and correct.

 

2.01 Representations and Warranties of MAXD. MAXD represent and warrant to VSL that the facts set forth below are true and correct:

 

a)       Organization. MAXD and VSL are entities duly organized, validly existing and in good standing under the applicable laws of formation of their respective states, and they have the requisite power and authority to conduct their business and consummate the transactions contemplated by this Agreement.

 

b)       Authorization. The execution of this Agreement and the consummation of the Representation Agreement contemplated by this Agreement have been duly authorized the board of directors and shareholders of MAXD and the owners/members of VSL; no other corporate action by the respective parties is necessary in order to execute, deliver, consummate and perform their respective obligations hereunder; and MAX!) and VSL have all requisite authority to execute and deliver this Agreement and consummate the transactions contemplated by this Agreement.

 

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c) Binding Effect. The execution, delivery, performance and consummation of this Agreement, the Representation Agreement and the transactions contemplated by this Agreement will not violate any obligation to which MAXD, or VSL is a party and will not create a default under any such obligation or under any agreement to which MAXD, or VSL is a party. This Agreement constitutes a legal, valid and binding obligation of MAXD, and VSL, enforceable in accordance with its terms, except as the enforcement may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditor's rights generally and by the availability of injunctive relief, specific performance or other equitable remedies.

 

d) Litigation Relating to this Agreement. There are no suits, actions or proceedings pending or, to the best of MAXD, and VSL's knowledge, information and belief, threatened, which seek to enjoin the Acquisition or the transactions contemplated by this Agreement or which, if adversely decided, would have a materially adverse effect on the business, assets or prospects of VSL.

 

e)      No Conflicting Agreements. Neither the execution and delivery of this Agreement nor the fulfillment of or compliance by MAXD, or VSL with the terms or provisions of this Agreement nor all other documents or agreements contemplated by this Agreement and the consummation of the transaction contemplated by this Agreement will result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in a violation of, MAXD, or VSL's articles of incorporation or bylaws, the Technology, the Agreement, or any agreement, contract, instrument, order, judgment or decree to which MAXD, or VSL is a party or by which MAXD, or VSL or any of their respective assets is bound, or violate any provision of any applicable law, rule or regulation or any order, decree, writ or injunction of any court or government entity which materially affects their respective assets or businesses.

 

f)      Consents. No consent from or approval of any court, governmental entity or any other person is necessary in connection with execution and delivery of this Agreement by MAXD, and VSL or performance of the obligations of MAXD, and VSL hereunder or under any other agreement to which MAXD, or VSL is a party; and the consummation of the transactions contemplated by this Agreement will not require the approval of any entity or person in order to prevent the termination of the Technology, the Agreement, or any other material right, privilege, license or agreement relating to VSL or its assets or business.

 

g)      Title to Assets. This agreement and the assets shown on the balance sheet of attached Exhibit A are the assets of VSL. On the Closing Date, VSL shall remain the owner of the assets.

 

h)      Intellectual Property

 

1.       VSL represents that it owns the VSL Technology and has all right, power, authority and ownership and entitlement to file, prosecute and maintain in effect the Patent application with respect to the VSL Invention, and

 

2.       The VSL Technology was invented by Constance Nash the Inventor, and

 

j)      Liabilities of VSL. VSL has no liabilities or obligations of any kind, character or description that have not been disclosed prior to the closing,

 

4
 

 

 

k)      Absence of Certain Changes or Events. From May 14, 2014 until the Closing Date, VSL has not, and without the written consent of MAXD, it will not have:

 

1.     Sold, encumbered, assigned let lapsed or transferred any of its material assets, including without limitation the VSL Technology, or any other material asset of the VSL Technology;

 

2.     Made any commitments or agreements for capital expenditures or otherwise,

 

3.     Entered into any transaction or made any commitment not disclosed to MAXD,

 

4.     Incurred any material obligation or liability for borrowed money against the VSL Technology,

 

5.     Suffered any other event of any character, which is reasonable to expect, would adversely affect the future condition (financial or otherwise) of the VSL Technology assets, or

 

6.     Released, shared or otherwise communicated confidential and proprietary information to others unassociated with this Agreement.

 

7.     Taken any action, which could reasonably be foreseen to make any of the representations or warranties made by or VSL untrue as of the date of this Agreement or as of the Closing Date.

 

1) Material Agreements. There are no outstanding Licenses to or from others of any intellectual property and trade names; and

 

m)      Litigation. There is no suit, action or any arbitration, administrative, legal or other proceeding of any kind or character, or any governmental investigation pending or to the best knowledge of or VSL, threatened which could create a third party interest against VSL Technology, affecting its assets, and or VSL is not in violation of or in default with respect to any judgment, order, decree or other finding of any court or government authority relating to the VSL Technology assets, or the transactions contemplated herein. There are no pending or threatened actions or proceedings before any court, arbitrator or administrative agency, which would, if adversely determined, individually or in the aggregate, materially and adversely affect the VSL Technology assets or the transaction contemplated.

 

n)      VSL has no knowledge of any existing or threatened occurrence, action or development that could cause a material adverse effect on VSL Technology assets, prospects or litigation procedures.

 

o)      No Broker's Fees. VSL has not incurred any investment banking, advisory or other similar fees or obligations in connection with this Agreement or the transactions contemplated by this agreement.

 

p)      Full Disclosure. All representations or warranties of MAXD, and VSL are true, correct and complete in all material respects to the best of our knowledge on the date of this Agreement and shall be true, correct and complete in all material respects as of the Closing Date as if they were made on such date. No statement made by them in this Agreement or in the exhibits to this Agreement or any document delivered by them or on their behalf pursuant to this Agreement contains an untrue statement of material fact or omits to state all material facts necessary to make the statements in this Agreement not misleading in any material respect in light of the circumstances in which they were made.

 

2.02    Representations and Warranties of MAXD. MAXD represents and warrants to VSL that the facts set forth are true and correct.

 

a) Organization. MAXD is a corporation duly organized, validly existing and in good standing under the laws of Delaware, is qualified to do business as a foreign corporation in other jurisdictions in which the conduct of its business or the ownership of its properties require such qualification, and have all requisite power and authority to conduct its business and operate properties.

5
 

 

b)       Authorization. The execution of this Agreement and the consummation of the Acquisition and the other transactions contemplated by this Agreement have been duly authorized by the board of directors of MAXD; no other corporate action on their respective parts is necessary in order to execute, deliver, consummate and perform their obligations hereunder; and they have all requisite corporate and other authority to execute and deliver this Agreement and consummate the transactions contemplated by this Agreement.

 

c)       Binding Effect. The execution, delivery, performance and consummation of the Acquisition and the transactions contemplated by this Agreement will not violate any obligation to which MAXD is a party and will not create a default hereunder, and this Agreement constitutes a legal, valid and binding obligation of MAXD, enforceable in accordance with its terms, except as the enforcement may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditor's rights generally and by the availability of injunctive relief, specific performance or other equitable remedies.

 

d)       Litigation Relating to this Agreement. There are no suits, actions or proceedings pending or to its knowledge threatened which seek to enjoin the Acquisition or the transactions contemplated by this Agreement or which, if adversely decided, would have a materially adverse effect on its business, results of operations, assets, prospects or the results of its operations of MAXD.

 

e)       No Conflicting Agreements. Neither the execution and delivery of this Agreement nor the fulfillment of or compliance by MAXD with the terms or provisions of this Agreement will result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in a violation of, their respective corporate charters or bylaws, or any agreement, contract, instrument, order, judgment or decree to which it is a party or by which it or any of its assets are bound, or violate any provision of any applicable law, rule or regulation or any order, decree, writ or injunction of any court or governmental entity which materially affects its assets or business.

 

g) Consents. Assuming the correctness of VSL's representations regarding VSL Technology, no consent from or approval of any court, governmental entity or any other person is necessary in connection with its execution and delivery of this Agreement; and the consummation of the transactions contemplated by this Agreement will not require the approval of any entity or person in order to prevent the termination of any material right, privilege, license or agreement relating to MAXD or its assets or business.

 

i)      Full Disclosure. All representations or warranties of MAXD are true, correct and complete in all material respects on the date of this Agreement and shall be true, correct and complete in all material respects as of the Closing Date as if they were made on such date. No statement made by them in this Agreement or in the exhibits to this Agreement or any document delivered by them or on their behalf pursuant to this Agreement contains an untrue statement of material fact or omits to state all material facts necessary to make the statements in this Agreement not misleading in any material respect in light of the circumstances in which they were made.

 

j)      Compliance with Laws. MAXD is in compliance with all applicable laws, rules, regulations and orders promulgated by any federal, state or local government body or agency relating to its business and operations.

 

6
 

 

k) Litigation. There is no suit, action or any arbitration, administrative, legal or other proceeding of any kind or character, or any governmental investigation pending or, to the best knowledge of MAXI), threatened against MAXD materially affecting its assets or business (financial or otherwise), and MAXD is not in violation of or in default with respect to any judgment, order, decree or other finding of any court or government authority. There are no pending or threatened actions or proceedings before any court, arbitrator or administrative agency, which would, if adversely determined, individually or in the aggregate, materially and adversely affect its assets or business.

 

1) MAXD has no knowledge of existing or threatened occurrences, actions and developments that could cause a material adverse effect on MAXD or its business, assets or condition (financial or otherwise) or prospects.

 

2.03 Investment Representations

 

Stock Transfer Restrictions. VSL acknowledges that the MAXD Shares will not be registered and VSL will not be permitted to sell or otherwise transfer the Shares for at least six months from the closing date in any transaction in contravention of the following legend, which will be imprinted in substantially the following form on the stock certificate representing MAXI) Shares:

 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT'), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

 

ARTICLE 3

TRANSACTIONS PRIOR TO CLOSING

 

3.01. Corporate Approvals. Prior to Closing Date, each of the parties shall obtain the necessary approvals of this Agreement.

 

3.02 Access to Information. Each party agrees to permit, upon reasonable notice, the attorneys, accountants, and other representatives of the other parties' reasonable access during normal business hours to its properties and its books and records to make reasonable investigations with respect to its affairs, and to make its officers and employees available to answer questions and provide additional information as reasonably requested.

 

3.03 Expenses. Each party agrees to bear its own expenses in connection with the negotiation and consummation of the Acquisition and the transactions contemplated by this Agreement.

 

3.04 Covenants. Except as permitted in writing, each party agrees that it will:

 

a)      Use its good faith efforts to obtain all requisite licenses, permits, consents, approvals and authorizations necessary in order to consummate the Acquisition; and

 

b) Notify the other parties upon the occurrence of any event which would have a materially adverse effect upon the Acquisition or the transactions contemplated by this Agreement or upon the business, assets or results of operations; and

 

c) Not modify its corporate structure, except as necessary or advisable in order to consummate the Acquisition and the transactions contemplated by this Agreement.

 

7
 

 

ARTICLE 4

CONDITIONS PRECEDENT

 

The obligation of the parties to consummate the Acquisition and the transactions contemplated by this Agreement are subject to the following conditions that may be waived, to the extent permitted by law:

 

4.01. Each party must obtain the approval of its board of directors and/or owners and managers and such approval shall not have been rescinded or restricted.

 

4.02. Each party shall obtain all requisite licenses, permits, consents, authorizations and approvals required to complete the Acquisition and the transactions contemplated by this Agreement.

 

4.03. There shall be no claim or litigation instituted or threatened in writing by any person or government authority seeking to restrain or prohibit any of the contemplated transactions contemplated by this Agreement or challenge the right, title and interest of VSL in the VSL Technology or the right of VSL or MAXD to consummate the Representation Agreement contemplated hereunder.

 

4.04. The representations and warranties of the parties shall be true and correct in all material respects at the Effective Date.

 

4.05. The Technology and Intellectual Property will been prosecuted in good faith with reasonable diligence.

 

4.06. MAXD shall have received, at or within 10 days of Closing Date, each of the following:

 

a)      Patent Documents and any other indicia which may exist, representing the VSL Technology Assets by VSL;

 

b)       all documentation and communication relating to the VSL technology, all in a form and substance reasonably satisfactory to MAXD;

 

c)      such agreements, files and other data and documents pertaining to VSL Technology as MAXD may reasonably request;

 

d)      all consents, assignments or related documents of conveyance to give MAXD the benefit of the transactions contemplated hereunder;

 

e)      such other documents, instruments or certificates as MAXD, or their counsel may reasonably request.

 

8
 

 

ARTICLE 5

LIMITATIONS

 

5.01. Survival of Representations and Warranties.

 

The representations and warranties made by VSL and MAXD shall survive for a period of two years after the Closing Date, and thereafter all such representation and warranties shall be extinguished, except with respect to claims then pending for which specific notice has been given during such two year period.

 

5.02. Limitations on Liability. Notwithstanding any other provision to this Agreement to the contrary, neither party to this Agreement shall be liable to the other party for any cost, damage, expense, liability or loss until after the sum of all amounts individually when added to all other such amounts in the aggregate exceeds $1,000 and then such liability shall apply only to matters in excess of $1,000.

 

ARTICLE 6

REMEDIES

 

6.01 Specific Performance. Each party's obligations under this Agreement is unique. If any party should default in its obligations under this agreement, the parties each acknowledge that it would be extremely impracticable to measure the resulting damages. Accordingly, the non-defaulting party, in addition to any other available rights or remedies, may sue in equity for specific performance, and the parties each expressly waive the defense that a remedy in damages will be adequate.

 

6.02 Costs. If any legal action or any arbitration or other proceeding is brought for the enforcement of this agreement or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this agreement, the successful or prevailing party or parties shall be entitled to recover reasonable costs (not including attorneys' fees) incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

 

ARTICLE 7 

ARBITRATION

 

In the event a dispute arises with respect to the interpretation or effect of this Agreement or concerning the rights or obligations of the parties to this Agreement, the parties agree to negotiate in good faith with reasonable diligence in an effort to resolve the dispute in a mutually acceptable manner. Failing to reach a resolution of this Agreement, either party shall have the right to submit the dispute to be settled by arbitration under the Commercial Rules of Arbitration of the American Arbitration Association. The parties agree that, unless the parties mutually agree to the contrary such arbitration shall be conducted in the state in which the defending party resides. Each party shall bear its own share of the costs of the arbitration proceeding. All awards in arbitration made in good faith and not infected with fraud or other misconduct shall be final and binding. The arbitrators shall be selected as follows: one by MAXD, one by VSL and a third by the two selected arbitrators. The third arbitrator shall be the chairman of the panel.

 

ARTICLE 8 

MISCELLANEOUS

 

8.01. No party may assign this Agreement or any right or obligation of it hereunder without the prior written consent of the other parties to this Agreement. No permitted assignment shall relieve a party of its obligations under this Agreement without the separate written consent of the other parties.

 

8.02. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

 

8.03. Each party agrees that it will comply with all applicable laws, rules and regulations in the execution and performance of its obligations under this Agreement.

9
 

 

8.04. This Agreement shall be governed by and construct in accordance with the laws of the State of Delaware without regard to principles of conflicts of law and governed by venue in the State of California, County of San Diego.

 

8.05. This document constitutes a complete and entire agreement among the parties with reference to the subject matters set forth in this Agreement. No statement or agreement, oral or written, made prior to or at the execution of this Agreement and no prior course of dealing or practice by either party shall vary or modify the terms set forth in this Agreement without the prior consent of the other parties to this Agreement. This Agreement may be amended only by a written document signed by the parties.

 

8.06. Notices or other communications required to be made in connection with this Agreement shall be sent by electronic mail service, like email, or U.S. mail, certified, return receipt requested, personally delivered or sent by express delivery service and delivered to the parties at the addresses set forth below or at such other address as may be changed from time to time by giving written notice to the other parties.

 

If: Greg Halpern                               If: Constance Nash

Max Sound Corp.                            VSL Communications

 

8837 Villa La Jolla Drive                Great Eagle Centre, 21st Floor,

La Jolla, CA 92039                          23 Harbour Road, Wanchai, Hong Kong

 

8.07. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

 

8.08. This Agreement, which supersedes all previous agreements, may be executed in multiple counterparts, each of which shall constitute one and a single Agreement.

 

8.09. Any facsimile or email version including scanned signature of any part to this Agreement or to any other agreement or document executed in connection of this Agreement should constitute a legal, valid and binding execution by such parties.

 

10
 

  

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by a duly authorized officer of each party.

 

Max Sound Corp.   VSL Communications  
       
/s/Greg Halpern   /s/ Constance Nash  
Chairman & CFO   President  

 

Witness  
   
/s/Paul Myer  
Director of Operations  

 

 
 

 

EXHIBIT A

 

LIST OF VSL DELIVERABLES

 

SUPPORTING DOCUMENTATION

Deliverables (A Full Set of all Documents of VSL)

List of Patents

Copy of Each Patent

Country / Territory,

Date filed, Date granted,

Expiration Date

 

VSL Source Code

Related documentation for code

API or associated implementation software

Margin Notes Claim and Additional Claims, NDA's, etc. - -Originals"

ALL Associated communications (Physical or digital)

Any other documents necessary to pursue the pre-approved claims

Original Study / Paper written by Dr. Prof. Sikora

Contact information for Dr. Prof. Sikora

Communications, Agreement to do Sikora report, proof of payment, etc.

Qualcomm

ALL Associated communications (Physical or digital)

H264

ALL Associated communications (Physical or digital)

Other

Any other documents necessary to fulfill the agreement

 

 

 

 

 EX-10.16 18 f10q0614ex10xvi_maxsound.htm LICENSE AGREEMENT

Exhibit 10.16

 

MAX-D

AUDIO PERFECTED

Max Sound Corporation 2902a Colorado Avenue Santa Monica, CA 90404

MAX-D API AUDIO PROCESSOR

License Subscription Agreement

HARDWARE, API CODE, PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET AND KNOW-HOW

AN AGREEMENT BY AND BETWEEN

 

MAX SOUND CORPORATION AND LOOKHU
(hereinafter called "LICENSOR")   (hereinafter called "LICENSEE")
of 2902A Colorado Avenue   8560 Sunset Blvd, Suite 500
Santa Monica, CA 90404   Los Angeles, CA 90069

Address of LICENSEE for communications not otherwise specified:

Licensee Name: LOOKHU
Attention: Byron Booker
Address: 8560 Sunset Blvd, Suite 500
Los Angeles, CA 90069 
Telephone: 310.251.8238

LICENSOR's bank and account number for wire transfer of royalty payments:

Bank: Bank of America
Bank Address: 3535 Del Mar Heights Road San Diego, CA 92130
Bank Telephone:
Account Name: 858-794-3440
Max Sound Corporation
Account Address: 10685 B Hazelhurst Drive Houston, TX 77043
Account Number: 2351376568
ABA Number: 026009593

 

SIGNATURES:

 

On behalf of: LICENSOR LICENSEE
Signature /s/Greg Halpern /s/Byron Booker
Name: Greg Halpern Byron Booker
Title: Chairman / CFO COO
Date: 06 / 16 / 2014  
Witnessed by Name: Paul Myers Barry Johnson

Witnessed by Signature:

 

 /s/Paul Myers /s/Barry Johnson

 

 

Effective Date of Agreement: June 16, 2014

 

 
 

 

 

APPENDIX F — LICENSE & ROYALTY AMOUNT SCHEDULE

Table Dl— Guaranteed Quarterly Minimum Royalty Payment Schedule — (WAIVED

 

LICENSE FEE: Upon execution of this Agreement, LICENSEE will pay to LICENSOR an upfront license fee of Waived, followed by Fee Waived monthly payments of Waived thereafter, for a total of Waived.

 

MONTHLY ROYALTY FEE: LICENSEE will pay LICENSOR $.25 per month per paid subscription to the Licensed Product and 4% of the Net Revenue collected by LICENSEE from advertising on the Licensed Product. Net Revenue shall mean all advertising revenue actually collected by LICENSEE from advertising on the Licensed Product minus all customary deductions in the advertising industry including artist revenue sharing and sales commissions, but specifically not including fixed costs such as overhead. All payments hereunder relating to subscriptions are due LICENSOR 15 business days after the last day of the month in which they were collected (aka 4-week period), while payments on advertising shall be due LICENSOR 15 business days after the last day of the applicable quarter in which they were collected (aka 3 month period).

TERM: This Fee structure shall remain in place for the life of the agreement, unless the parties mutually agree in writing to other terms in the future.

 

Q1

 

Q2

 

Q3

 

Q4

 

45

 

46

 

Q7

 

Q8 Total

 

$ Waived $ Waived

$ Waived

 

$ Waived

 

$ Waived

 

$ Waived

 

$ Waived

 

$ Waived

 

 

APPENDIX G — REVENUE SHARE AMOUNT SCHEDULE FOR MUSIC SALES

 

Email address of LICENSOR for transmission of monthly royalty reports: greg@maxsound.com

 

REVENUE SHARE: The current proposed Revenue Share is from the sales of digital music or songs, from a Music Store Website area that is associated to the LOOKHU software player.

 

Licensor and Licensee agree to split Net Revenue 50/50 after Non-Recurring Engineering costs (NRE), cost of goods sold (COGS) and transaction fees are deducted. 

PAYMENT SCHEDULE: Licensor will pay Licensee monthly with an accounting of receipts.

 

TERM: This Fee structure shall remain in place for the life of the agreement, unless the parties mutually agree in writing to other terms in the future.

 

 

2
 

 

INDEX

Preamble

1.     DEFINITIONS

1.1. - "LICENSOR"

1.2. -"LICENSEE"

1.3. -"Intellectual Property" 1.4. -"MAXD API"

1.5. - "MAXD API Specification" 1.6. - "Licensed Trademark" 1.7. - "Licensed Product"

1.8 - "Licensed Deliverables" 1.9 - "Derivative Works"

1.10 - "Licensed Works"

1.11 - "Know How"

1.12 - "Sensitive Information" 1.13 - "Licensor's Trademarks" 1.14 - "License Fee"

1.15 - "Other-Trademark Purchaser" 1.16 - "Effective Date"

2.     LICENSES GRANTED

3.     OTHER OBLIGATIONS OF LICENSEE AND LICENSOR 3.1 - Use of Licensed Trademarks

3.2 - Ownership of the Licensed Trademarks

3.3- Maintenance of Trademark Rights

3.4 - Trademark Enforcement

3.5 - Other-Trademark Purchasers

3.6 - Copyright Notice

3.7 - License Notice

3.8 - Furnishing of Deliverables and Know-How

3.9 - Use of Know-How and Sensitive Information 3.10 - Confidential Material

4.     PAYMENTS

4.1 - Initial Payment 4.2 - Royalties

4.3 - Payments amd Statements

4.4 - Revenue Share

4.5 - Books and Records

4.6 - Rights of Inspecting Books and Records

5.           STANDARDS OF MANUFACTURE AND QUALITY 5.1 - Standardization and Quality

5.2 - Right to Inspect Quality

6.     TERMINATION AND EFFECT OF TERMINATION 6.1 - Expiration of Agreement

6.2 - Termination For Cause

6.3 - Effect of Termination

7.     LIMITATIONS OF RIGHTS AND AUTHORITY

7.1 - Limitation of Rights

7.2 - Limitation of Authority

7.3 - Disclaimer of Warranties and Liability; Hold Harmless 7.4 - Limitation of Assignment by LICENSEE

7.5 - Compliance with U.S. Export Control Regulations

8.  MISCELLANEOUS PROVISIONS 8.1- Language of Agreement; Language of Notices

8.2 - Stability of Agreement 83 - Public Announcements 8.4 - Address of LICENSEE and LICENSOR for all Other Communications

8.5 - Applicable Law

8.6 - Choice of Forum; Attorneys' Fees

8.7 - Construction of Agreement 8.8 - Captions

8.9 - Singular and Plural 8.10 - Complete Agreement 8.11 - Severability

8.12 - Company Representation and Warranty

8.13 - Execution

9. APPENDICES

Appendix A - MAX SOUND MAX-D API AUDIO PROCESSOR

Appendix B - TYPICAL SPECIFICATIONS FOR MAX SOUND MAX-D API

Appendix C — MAX SOUND MAX-D API LICENSEE INFORMATION MANUAL

Appendix 0— MAX SOUND logos and trademarks

Appendix E — Deliverables

Appendix F - LICENSE and ROYALTY SCHEDULE AMOUNT (located on second page)

Appendix G - REVENUE SHARE AMOUNT SCHEDULE FOR MUSIC SALES (located on second page)

 

3
 

 

LICENSE AGREEMENT

 

WHEREAS, LICENSOR is an innovator in the field of audio signal processing systems and has developed applications directed to improvements and enhancements in audio recording, playback, and related areas;

 

WHEREAS, LICENSOR desires to license certain of its Intellectual Property and know-how, specified herein, to LICENSEE for use with certain of LICENSEE'S products, specified herein; and

 

WHEREAS, LICENSEE is engaged in distributing content;

 

WHEREAS, LICENSEE represents that it can develop a substantial market for content and services identified with LICENSOR's trademarks and using LICENSOR'S licensed technology as provided herein;

 

WHEREAS, LICENSOR is willing to grant LICENSEE a license under the terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, LICENSOR and LICENSEE agree as follows:

 

SECTION 1- DEFINITIONS

 

1. "LICENSOR" means MAX SOUND CORPORATION, a Delaware corporation, with its principle place of business in Santa Monica, California, and its successors and assigns.

 

2. "LICENSEE" means any entity so identified in this Agreement and its successors and assigns.

 

3. "Intellectual Property" means all patent, trademark, copyright and trade secret rights recognized by law in connection with this Agreement.

 

4. "MAX-D API" means an API (Application Programming Interface) version of LICENSOR's Intellectual Property protected and protectable and/or proprietary audio processing system that is suitable for use in appropriate platforms with different products, such as the Licensed Product, to achieve audio improvement and enhancement.

 

5. "MAX-D API Specification" means the specifications for the MAX-D API, which include the MAX-D API operating parameters as specified in Appendix B entitled "MAX-D API," and the "Specifications for MAX SOUND MAX-D API" as specified in Appendix C, of this Agreement.

 

6. "Licensed Trademark" means one or more of the following:

a. the word mark "MAX-D" and MAX SOUND

b. the MAX-D Logo, which is also referred to as the "MAX-D symbol", depicted in Appendix D of this Agreement)

c. The Max-D trade dress corresponding to its "look and feel"

 

7. "Licensed Product" means a complete ready-to-use professional software or hardware package which:

1. contains one MAX-D AUDIO PROCESSOR API;

2. is designed to encode audio channels from digital or analog sources into a MAX-D processed bit stream when running on a suitable hardware platform;

3. is used as an audio processor in LOOKHU's licensed internal processing server and delivered via the LOOKHU's licensed player, network, owned or otherwise operated by LICENSEE.

 

4
 

 

Processors that execute the MAX-D API in Licensed Products must be certified by LICENSOR as adequate to perform the required function. There will be no stand-alone software package including the MAX-D API made available other than the Licensed Product.

 

8. "Licensed Works" shall mean all licensed rights owned by LICENSOR, or owned by others to which MAX SOUND has a right to sublicense, which may be used for the development, design, manufacture, sale, or other use of Licensed Products.

 

9. "Derivative Works" - shall mean any product, processes or other works derived from or based on any of the Licensed Works regardless of format or form.

 

10. "LICENSOR Deliverables" shall mean any and all items delivered by LICENSOR to LICENSEE which enable LICENSEE to design and test Licensed Products, including:

 

a. MAX-D API audio processor code in "C++", of the current revision,

b. Documentation accompanying said code,

 

11. "Know-How" means Intellectual Property protected and protectable information, as well as skills, experience, and other know-how, recorded or unrecorded, accumulated and owned by either party, relating to the Licensed Products, including designs, drawings, reports, memoranda, blue-prints, specifications.

 

12. "Sensitive Information" means Know-How, and proprietary business information including marketing information, product plans, business plans, royalty, and sales information, customer lists and the like.

 

13. "LICENSOR's Trademarks" means any trade name, logo, service mark or trade dress used and/or owned by LICENSOR.

 

14. License Fee means a license fee corresponding to the processing of LICENSEE's licensed audio content manufactured, used, leased, sold or otherwise disposed of by LICENSEE.

 

15. "Other-Trademark Purchaser" means any customer of LICENSEE who, with LICENSEE's knowledge, intends to resell, use or lease the Licensed Products under a trademark other than LICENSOR's Trademarks.

 

16. "Effective Date" means the effective date of this Agreement and is the date of execution this Agreement, or, if this Agreement requires validation by any governmental or quasi-governmental body, the "Effective Date" is the date of validation of this Agreement.

 

SECTION 2 - LICENSES GRANTED

 

LICENSOR hereby grants LICENSEE an individual non-transferable, indivisible and non-exclusive worldwide license as set forth in this Agreement.

 

1.    LICENSEOR hereby grants LICENSEE the right, but not the obligation, to embed, upload, make and/or use, but not modify, the MAX-D API audio processor on LICENSEE's application, for the sale of the Licensed Product to end users (either directly or through third party distributors), for such end users use of the MAX-D API audio processor in day to day use of the Licensed Product. LICENSOR further grants LICENSEE the right, subject to the terms and conditions of this Agreement, to market and promote the Intellectual Property and its availability on the Licensed Product.

2.    LICENSOR further grants LICENSEE the right to distribute but not modify, the Licensed Works in order to make available to end users the Licensed Works via the Licensed Product.

3.    LICENSEE can use, but not modify, the Licensed Works (including the MAX SOUND MAX-D API audioprocessor) in order to process their licensed content in MAX-D and can run on Licensed Products, for processors designated as adequate by LICENSOR.

 

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a.To market, sell, distribute, maintain, and support the Derivative Works in API format only.
b.Notwithstanding the licenses granted above,
a.no license is granted under this Agreement to lease, sell, transfer, or otherwise dispose of any subset or portion of a Licensed Product, partially assembled products, products in kit form, and knocked-down or semi-knocked-down products;
b.no license is granted under this Agreement to use any Licensed Trademark in connection with offering for sale or in advertising and/or informational material relating to any Licensed Product which is not marked as provided in this Agreement;
c.no license is granted under this Agreement with respect to the use of any Licensed Trademark on or in connection with products other than Licensed Products;
d.no right is granted with respect to LICENSOR's Intellectual Property, except with respect to the use of said property as provided in this Agreement on and in connection with Licensed Products; and
e.no license is granted to sell, distribute, lease, rent or otherwise dispose of Licensed Derivative Works that are not linked to the sale of a specific Licensed Product; and
f.no right to grant sublicenses other than end-user licenses specifically allowed under Section 2 is granted under this Agreement.

 SECTION 3- OTHER OBLIGATIONS OF THE LICENSOR AND LICENSEE

 

3.1– Use of Licensed Trademarks

 

1.LICENSEE's use of the LICENSOR'S Intellectual Property rights shall be subject to the obligations of this Agreement as well as additional provisions, which LICENSOR may issue from time to time subject to the following procedure:

 

I) LICENSOR shall provide reasonable advance notice of any additional provisions which LICENSOR desires to incorporate into this Agreement;

 

II)If LICENSEE does not object to such provisions in writing within ten (10) days of receipt of such notice, said provisions shall be incorporated into this Agreement within a reasonable time of receipt of notice;

 

III) If LICENSEE notifies LISENSOR that LICENSEE objects to any additional provisions that LICENSOR desires to incorporate, the parties shall negotiate in good faith a mutually agreeable compromise;

 

IV) In the event that the parties cannot mutually agree with respect to such additional provisions, either party may terminate this Agreement upon ninety (90) days prior written notice.

 

2.LICENSEE shall comply with the requirements of the terms of this Agreement and, subject to Section 3.1 above, such additional provisions as LICENSOR may issue from time to time, and shall, take all commercially reasonable measures, and subject to all applicable laws, ensure that its subsidiaries, agents, distributors, and dealers throughout the world comply with such requirements.

 

3.LICENSEE shall, to the extent commercially reasonable, prominently mark the user interface to the Licensed Product in the following way: "MAX-D, Audio Perfected" as shown in the logo in Appendix D.

 

4. The mark identified in Section 3, may also be used at least once in a prominent manner in all advertising and promotions for such Licensed Products; to the extent commercially reasonable, such usages shall be no less prominent and in the same relative size and proportion as the most prominent third party other trademark(s) appearing on such Licensed Product or in the advertising and promotion thereof.

 

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5. LICENSEE may not use the Licensed Trademarks in advertising and promotion of a product not marked in accordance with the requirements of this Section.

 

6. In every instance of use of a Licensed Trademark, LICENSEE shall provide public notice that such Licensed Trademark is a trademark by using the superscript letters "'I" after the respective trademark, or, in case of a registered mark, by use of the trademark registration symbol "®" (the capital letter R enclosed in a circle) as a superscript after the respective trademark. LICENSOR shall inform LICENSEE as to which notice form is used and shall provide a digital file (in .jpeg format, or such other format as mutually agreed to by the parties) of the same. Use of the above referenced file by LICENSOR shall be deemed compliance with this Section.

 

7. LICENSEE shall use its commercially reasonable efforts to ensure that the appropriate trademark notices, as set forth in this Section, appear in advertising or promotion at the retail level.

 

8. LICENSOR's ownership of Licensed Trademarks shall be prominently disclosed and indicated in each instance of use by LICENSEE, whether use is on a product or on descriptive, instructional, advertising, or promotional material, by the most relevant of the following identifications:

a. 'MAX-D' is a trademark of MAX SOUND",

b. "The logo symbol is a trademark of MAX-D",

c. "MAX SOUND' and "MAX-D" are trademarks of MAX SOUND."

 

On Licensed Products or Appropriate Electronic Web Pages and/or Customer Interfaces, such words may be used on an exposed surface and at the beginning and end of a MAX-D processed video. LICENSEE shall use commercially reasonable efforts to ensure that such an acknowledgment appears in advertising at the retail level.

 

9. Licensed Trademarks shall always be used in accordance with all applicable laws and regulations pertaining to their use.

 

10. In no event shall LICENSEE use the Licensed Trademark in any way that suggests or connotes that it is a common, descriptive or generic designation. Whenever "MAX SOUND" or "MAX-D" is used, the letters shall be upper-case. "MAX SOUND" or "MAX-D" shall only be used as an adjective referring to an audio product and shall not be used as a noun or in any other usage, which may be associated with a generic use of the terms. In descriptive, instructional, advertising, or promotional material or media relating to Licensed Products, LICENSEE must use the Licensed Trademarks and expressions which include the Licensed Trademark "MAX SOUND" or "MAX-D" is used, with an appropriate generic or descriptive term (e.g. "powered by MAX SOUND", "MAX-D HD AUDIO", etc.), with reference to Licensed Products and their use.

 

11. All uses of the Licensed Trademarks are subject to reasonable approval by LICENSOR. LICENSOR reserves the right to require LICENSEE to submit proposed uses to LICENSOR for written approval prior to actual use, provided that failure to timely respond to a submission shall be deemed approval. Upon request of LICENSOR, LICENSEE shall submit to LICENSOR samples of its own usage of the Licensed Trademarks and usage of the Licensed Trademarks by its subsidiaries, agents, distributors, and dealers.

 

12. Licensed Trademarks shall be used in a manner that appropriately distinguishes them from other trademarks, service marks, symbols or trade names, including LICENSEE's Trade Name and Trademarks.

 

13. LICENSEE may only use the Licensed Trademarks on and in connection with products that meet LICENSOR's quality standards.

 

14. LICENSEE may not use the Licensed Trademarks on and in connection with products other than Licensed Products.

 

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3.2 - Ownership of the Licensed Trademarks

 

15. LICENSEE acknowledges the validity and exclusive ownership by LICENSOR of the Licensed Trademarks.

 

16. LICENSEE acknowledges that it neither owns nor claims any rights in the Licensed Trademarks and will not file any application for registration of the Licensed Trademarks, or any names or marks confusingly similar to the Licensed Trademarks, anywhere in the world.

 

3.3 - Maintenance of Trademark Rights

 

17. The expense of obtaining and maintaining Licensed Trademark registrations shall be borne by LICENSOR. LICENSOR, as it deems necessary, will advise LICENSEE of the grant of registration of such trademarks. LICENSEE and LICENSOR will comply with all applicable laws and requirements pertaining to the maintenance of the Licensed Trademarks, including the marking with notice of registration and the recording of LICENSEE as a registered or licensed user of such trademarks. The expense of registering or recording LICENSEE as a registered user or otherwise complying with the laws of any country pertaining to such registration or the recording of trademark agreements shall be borne by LICENSOR. LICENSEE shall advise LICENSOR of all countries where Licensed Products are sold, leased or used.

 

3.4 - Trademark Enforcement

 

18. LICENSEE shall immediately inform LICENSOR of all infringements, potential or actual, which it may learn of, of the Licensed Trademarks. It shall be the exclusive responsibility of LICENSOR, at its own expense, to terminate, compromise, or otherwise act at its discretion with respect to such infringements. LICENSEE agrees to reasonably cooperate with LICENSOR by furnishing, without charge, except out-of-pocket expenses, such evidence, documents and testimony as may be required therein.

 

3.5  Other-Trademark Purchasers

 

19. To the extent only that technical standardization, equipment or signal source interchangeability, product identification and usage of the Licensed Trademarks are affected, the following conditions shall apply if LICENSEE sells or leases Licensed Products on a mass basis to an Other-Trademark Purchaser who does not hold a license with terms and conditions substantially similar to this Agreement. LICENSEE shall inform LICENSOR of the name, place of business, trademarks, and trade names of the Other-Trademark Purchaser before such Other-Trademark Purchaser sells, leases, or uses Licensed Products. LICENSEE shall obtain agreement from such Other-Trademark Purchaser not to modify, install, use, lease, sell, provide written material for or about, advertise, or promote Licensed Products in any way which is in conflict with any provision of this Agreement. It shall be the responsibility of LICENSEE to inform the Other-Trademark Purchaser of the provisions of this Agreement, to notify such Other- Trademark Purchaser that the provisions of this Agreement shall be applicable, through LICENSEE, in the same way as if the Licensed Products were sold by LICENSEE under LICENSEE's Trade Names and Trademarks, to ensure by all reasonable means that such provisions are adhered to and, if requested by LICENSOR, to provide to LICENSOR samples on a loan basis of the Other-Trademark Purchaser's embodiment of the Licensed Products, as well as copies of such Other-Trademark Purchaser's advertising, public announcements, literature, instruction manuals, and the like.

 

3.6- Copyright Notice

 

20. As applicable, LICENSEE shall provide the following copyright notice to all public distributions and disclosures of its LICENSE under this Agreement.

 

This product contains "MAX-D HD AUDIO" protected under international and U.S. copyright laws. It's reproduction or disclosure, in whole or in part, or the production of works directly or indirectly derived therefrom without the express permission of MAX SOUND is prohibited. © 2010-2014 MAX SOUND Corporation. All rights reserved.

 

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3.7- License Notice

 

21.On all Licensed Products, LICENSEE shall acknowledge that MAX SOUND is used under license from LICENSOR.The following notice shall be provided by LICENSEE within the Licensed Products application: "MAX-D HD AUDIO' under license from MAX SOUND". Such notice shall also be used in all instruction and servicing manuals.

 

3.8 - Furnishing of Licensor Deliverables and Know-How

 

22. Subject to export regulations and provisions of the United States government or any other applicable domestic or foreign jurisdiction, LICENSOR will promptly, following the Effective Date, furnish to LICENSEE:

 

a. The Licensor Deliverables, copies of all documents and things evidencing the Know-How;

b. Upon request by LICENSEE, provide, as LICENSOR deems reasonable, NRE (Non-Recurring Engineering costs) consulting services regarding design considerations and general advice relating to the Licensed Products and the sale and use thereof, for all of which LICENSEE will also reimburse LICENSOR for travel and reasonable per diem expenses if applicable: and

c. Such other reasonable assistance, material, information and so on, as may be reasonably necessary for LICENSOR to deliver the Licensed Product application with MAX-D API to consumers as contemplated under this Agreement.

 

3.8 - Use of Know-How and Sensitive Information

 

By LICENSEE

 

23. LICENSEE shall use all Know-How and Sensitive Information solely for the purpose of manufacturing and selling Licensed Products under this Agreement and shall not use such information in an unauthorized way, and shall not divulge such Know-How or Sensitive Information or any portion thereof to third parties, unless such Know-How or Sensitive Information (a) was known to LICENSEE prior to its obtaining the same from LICENSOR; (b) becomes known to LICENSEE from sources other than either directly or indirectly from LICENSOR; or (c) becomes public knowledge other than by breach of this Agreement by LICENSEE.

 

24. Upon termination of this Agreement, with respect to Know-How or Sensitive Information, LICENSEE shall promptly return to LICENSOR, at LICENSEE's expense, all documents and things supplied to LICENSEE as Know-How, as well as all copies and reproductions thereof.

 

By LICENSOR

25. LICENSOR hereby agrees that throughout the term of this Agreement it shall not divulge to third parties, nor use in any unauthorized way Confidential Information and Know-How belonging to LICENSEE, unless such information (a) was known to LICENSOR prior to its obtaining the same from LICENSEE; (b) becomes known to LICENSOR from sources other than either directly or indirectly from LICENSEE, or (c) becomes public knowledge other than by breach of this Agreement by LICENSOR; or (d) is independently developed by LICENSOR. The obligations of this Section shall cease three (3) years from the date on which such know-how or confidential information is acquired by LICENSOR from LICENSEE under this Agreement.

 

3.10 - Confidential Material

26. All Deliverables by either party to the other are confidential and will be treated as such the receiving party and all that are under its direction and control. Each party agrees to reproduce and/or internally disseminate these materials only on an "as needed" basis to the extent necessary according to the terms of the Agreement and to obtain confidentiality agreements from those to whom it provides such information. Neither party shall disclose such information to individuals or entities that do not maintain an employment or work for hire relationship with the receiving party. Each party shall keep a record of each copy made of such information and shall permit the other to access to said record at times and places as reasonably necessary.

 

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SECTION 4- PAYMENTS

4.1 - Initial Payment

4.2 - Royalties (WAIVED)

2.  Subject to the provisions of this section, LICENSEE shall pay to LICENSOR royalties on Licensed Products, which are processed by LICENSEE. The royalty payable shall be based on Waived Percent of the GROSS Revenue generated by LICENSEE in successive calendar months from the effective date hereof, as detailed in the schedule given in Appendix D of this Agreement. Subject to the provisions of this section, LICENSEE shall pay to LICENSOR royalties on the Derivative Works processed by or for LICENSEE and incorporated in Licensed Products which are used, sold, leased, or otherwise disposed of by LICENSEE. The royalty payable shall be based on the schedule as detailed in hereinbefore defined, contained in Licensed Products, which are processed, by LICENSEE in successive calendar months from the effective date hereof, based on the schedule given in Appendix D of this Agreement.

 

4.3 - Payments and Statements

 

3. Unless provided otherwise in this Agreement, LICENSEE shall render statements and payments as follows:

a. LICENSEE shall deliver to the address shown on the cover sheet of this Agreement or such place as LICENSOR may from time to time designate, monthly or quarterly, as applicable, reports certified by LICENSEE's chief financial officer or the officer's designate within 15 days after each month end.

b. Alternatively, such reports may be delivered by emailing them to LICENSOR's email address shown on the cover sheet of this Agreement or such other physical or electronic addresses as LICENSOR may from time to time designate. Royalty payments are due for each month or quarter, as applicable, at the same time as each monthly or quarterly report, as applicable, and shall be made by wire transfer in United States funds to LICENSOR's bank as identified on the cover sheet of this Agreement or such other bank as LICENSOR may from time to time designate. LICENSEE shall pay all local fees, taxes, duties, or charges of any kind and shall not deduct them from the royalties due unless such deductions may be offset against LICENSOR's own tax liabilities. Each monthly or quarterly report, as applicable, shall contain such information as is reasonably necessary to substantiate any payments due hereunder.

c. Any remittance in excess of royalties due with respect to the calendar month for which the report is due shall be applied by LICENSOR to the next payment due.

d. LICENSEE's first report shall be for the month following payment for the first subscription (or advertising revenue actually received) of Licensee's Licensed Product following execution of this Agreement.

e. LICENSEE shall deliver a final report and payment of royalties to LICENSOR certified by LICENSEE's chief financial officer or the officer's designate within 30 days after termination of this Agreement throughout the world. Such a final report shall include a report of all royalties due with respect to Licensed Products not previously reported to LICENSOR. Such final report shall be supplemented at the end of the next and subsequent months, in the same manner as provided for during the Life of the Agreement, in the event that LICENSEE learns of any additional royalties due.

 

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f. LICENSEE shall pay interest to LICENSOR from the due date to the date payment is made of any overdue royalties or fees, including the Initial Payment, at the rate of 2% above the prime rate as is in effect from time to time at the bank identified on the cover page of this Agreement, or another major bank agreed to by the LICENSOR and LICENSEE in the event that the identified bank should cease to exist, provided however, that if the interest rate thus determined is in excess of rates allowable by any applicable law, the maximum interest rate allowable by such law shall apply.

 

4.4 - REVENUE SHARE TERMS

 

4.5 - Books and Records

REVENUE SHARE: The current proposed Revenue Share is from the sales of digital music or songs, from the Music Store Website area that is associated to the LOOKHU software player.

Licensor and Licensee agree to split Net Revenue 50/50 after Non-Recurring Engineering costs (NRE), cost of goods sold (COGS) and transaction fees are deducted.

PAYMENT SCHEDULE: Licensor will pay Licensee monthly with an accounting of receipts.

TERM: This Fee structure shall remain in place for the life of the agreement, unless the parties mutually agree in writing to other terms in the future.

(Music Download Distribution Agreement to be signed under separate cover)

 

4. LICENSEE shall keep complete books and records of all sales, leases, uses, returns, or other disposals by LICENSEE of Licensed Products.

 

4.6 - Rights of Inspecting Books and Records

 

5. LICENSOR shall have the right, through a professionally registered reasonably acceptable to LICENSEE (and provided that such accountant execute a confidentiality and non disclosure agreement with LICENSEE) accountant at LICENSOR's expense, to inspect, examine and make abstracts of the said books and records insofar as may be necessary to verify the accuracy of the same and of the statements provided for herein but such inspection and examination shall be made during business hours upon reasonable notice, not more often than once per calendar year and shall be limited to books and records pertaining only to the immediately preceding twelve (12) months. LICENSOR agrees not to divulge to third parties any Sensitive Information obtained from the books and records of LICENSEE as a result of such inspection unless such information (a) was known to LICENSOR prior to its acquisition by LICENSOR as a result of such inspection; (b) becomes known to LICENSOR from sources other than directly or indirectly from LICENSEE; or (c) becomes a matter of public knowledge other than by breach of this Agreement by LICENSOR.

 

SECTION 5- STANDARDS OF MANUFACTURE AND QUALITY

5.1 - Standardization and Quality

 

1. LICENSEE shall make commercially reasonable efforts to abide by the MAX SOUND API Specifications, hereto appended in Appendix C and as modified from time to time by LICENSOR. All Licensed Product types are subject to acceptance testing by LICENSOR. All licensed products marked with the Licensed Trademarks must additionally comply with all applicable reasonable minimum quality standards issued and reasonably modified from time to time by LICENSOR. On all Licensed Products marked with the Licensed Trademarks LICENSEE shall abide by reasonable standards of quality and workmanship. Such quality standards shall apply to all aspects of Licensed Products, which influence or reflect upon the audio quality or performance of the Licensed Products as perceived by the end user. LICENSEE shall with respect to all Licensed Products conform to any reasonable new quality standards requirements as specified by LICENSOR within a period of ninety (90) days of such specification in writing.

 

5.2 - Right to Inspect Quality

 

2. LICENSEE shall provide LICENSOR with such non-sensitive information concerning Licensed Products as it may reasonably require in performing its right to enforce quality standards under this Agreement. LICENSEE will, upon request, provide LICENSOR a reasonable number of sample accounts of Licensed Products for testing. In the event that LICENSOR shall complain that any Licensed Product does not comply with LICENSOR's quality standards, excepting newly specified standards falling within a ninety (90) day time limit, it shall promptly so notify LICENSEE by written communication whereupon LICENSEE shall within ninety (90) days either cure such defect or suspend the lease, sale or other disposal of the same.

 

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SECTION 6 - TERMINATION AND EFFECT OF TERMINATION

6.1 - Expiration of Agreement

1. Unless this Agreement already has been terminated in accordance with the provisions of this section, this Agreement shall terminate five years from the Effective Date and thereafter is renewable at LICENSEE's request and Licensor's acceptance of said request.

 

6.2 - Termination for Cause

2. In the event that one party breaches any of its material obligations under this Agreement, subject to the conditions of Section 6, this Agreement shall terminate upon the non-breaching party's giving sixty (60) days advance notice in writing, effective on dispatch of such notice, of such termination, giving reasons therefore to the breaching party, provided however, that, if the breaching party, within the sixty (60) day period, remedies the failure or default upon which such notice is based, then such notice shall not become effective and this Agreement shall continue in full force and effect. Notwithstanding the sixty day cure period provided under the provisions of this Section 6, interest due under Section 4 shall remain payable and shall not waive, diminish, or otherwise affect any of LICENSOR's rights pursuant to this Section 6.

 

6.2 - Effect of Termination

 

3. Upon termination of the Agreement, except as provided herein, all licenses granted by LICENSOR to LICENSEE under this Agreement shall terminate, all rights LICENSOR granted to LICENSEE shall revert in LICENSOR, and all other rights and obligations of LICENSOR and LICENSEE under this agreement shall terminate. However, the following rights and obligations of LICENSOR and LICENSEE shall survive to the extent necessary to permit their complete fulfillment and discharge, that shall not apply in case of expiration as provided subsection in 6.

a. LICENSEE's obligation to deliver a final royalty report and supplements thereto as required under Section 4;

b. LICENSOR's right to receive and LICENSEE's obligation to pay royalties, including interest on overdue royalties, accrued or accruable for payment at the time of termination and interest on overdue royalties accruing subsequent to termination;

c. LICENSEE's obligation to maintain books and records and LICENSOR's right to examine, audit, and copy as provided under Section 4;

d. any cause of action or claim of either party accrued or to accrue because of any breach or default by LICENSEE;

e. Each party's obligations with respect to Know-How, Confidential Information and Sensitive Information under the applicable provisions of this Agreement;

f. LICENSEE's obligations to cooperate with LICENSOR with respect to Trademark enforcement under Section 3.04, with respect to matters arising before termination;

g. LICENSEE's and LICENSOR's obligations regarding public announcements under Section 8; andh. LICENSEE shall be entitled to fill orders for Licensed Products already received and to make or have made for it and to sell Licensed Products for which commitments to vendors have been made at the time of such termination, subject to payment of applicable royalties thereon and subject to said Licensed Products meeting LICENSOR's quality standards, provided that LICENSEE promptly advises LICENSOR of such commitment upon termination.

The portions of the Agreement specifically identified in the sub-parts of this Section shall be construed and interpreted in connection with such other portions of the Agreement as may be required to give them full force and effect.

 

SECTION 7 - LIMITATIONS OF RIGHTS AND AUTHORITY

 

7.1 - Limitation of Rights

 

1. No right or title whatsoever in the any Intellectual Property, Know-How is granted, or implied to be granted by either party to the other or shall be taken or assumed by either party except as is specifically laid down in this Agreement or otherwise explicitly agreed upon in writing between the parties to this Agreement.

 

7.2 - Limitation of Authority

 

2. Neither party shall in any respect whatsoever be taken to be the agent or representative of the other party and neither party shall have any authority to assume any obligation for or to commit the other party in any way.

 

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7.3 - Disclaimer of Warranties and Liability: Hold Harmless

 

3. LICENSOR has provided LICENSEE the rights and privileges contained in this Agreement in good faith. LICENSOR hereby warrants and represents that the MAX SOUND MAX-D API Audio Processing technology, Know-How, Licensed Copyrighted Works, the Licensed Trademarks, or any part thereof embodying any of them are free from infringement of patents, copyrights, trademarks, service marks, or other proprietary rights of third parties.

 

4. LICENSOR disclaims all liability and responsibility for consequential damages, whether or not foreseeable, that may result from the manufacture, use, lease, or sale of Licensed Products and parts thereof, and LICENSEE agrees to assume all liability and responsibility for all such damage and injury.

 

5. Each party agrees to indemnify, defend, and hold the other party harmless from and against all third party claims (including, without limitation, product liability claims), suits, losses and damages including reasonable attorneys' fees and any other expenses incurred in investigation and defense, arising out of each party's undertakings pursuant to this Agreement, any breach of any terms of this Agreements and/or a breach of such party's warranties and representations under this Agreement.

 

7.4 - Limitation of Assignment by LICENSEE

 

6. The rights, duties and privileges of either party hereunder shall not be transferred or assigned by it either in part or in whole without prior written consent of the other party. However, either party shall have the right to transfer its rights, duties and privileges under this Agreement in connection with its merger and consolidation with another firm or the sale of its entire business to another person or firm, provided that such person or firm shall first have agreed with the other party to perform the transferring party's obligations and duties hereunder.

 

7.5 - Compliance with U.S. Export Control Regulations

 

7. LICENSEE agrees not to export any technical data acquired from LICENSOR under this Agreement, nor the direct product thereof, either directly or indirectly, to any country in contravention of United States law.

 

8. Nothing in this Agreement shall be construed as requiring LICENSOR to export from the United States, directly or indirectly, any technical data or any commodities to any country in contravention of United States law.

 

SECTION 8- MISCELLANEOUS PROVISIONS


8.1 - Language of Agreement: Language of Notices

 

1. The language of this Agreement is English. If translated into another language, this English version of the Agreement shall be controlling. Except as may be agreed by LICENSOR and LICENSEE, all notices, reports, consents, and approvals required or permitted to be given hereunder shall be written in the English language representing the same intent as the original document.

 

8.2 Stability of Agreement

 

2. No provision of this Agreement shall be deemed modified by any acts of either party, its agents or employees or by failure to object to any acts of the other party which may be inconsistent herewith, or otherwise, except by a subsequent agreement in writing signed by both parties. No waiver of a breach committed by either party in one instance shall constitute a waiver or a license to commit or continue breaches in other or like instances.

 

8.3 - Public Announcements

 

Neither party shall make any public statement unless mutually agreed to by both parties.

 

8.4 - Address of LICENSOR and LICENSEE for all Other Communications

 

3. Except as otherwise specified in this Agreement, all notices, reports, consents, and approvals required or permitted to be given hereunder shall be in writing, signed by an officer of LICENSEE or LICENSOR, respectively, and sent postage or shipping charges prepaid by certified or registered mail, return receipt requested showing to whom, when and where delivered, or by Express mail, or by a secure overnight or one-day delivery service that provides proof and date of delivery, or by facsimile, properly addressed or transmitted to LICENSEE or LICENSOR, respectively, at the address or facsimile number set forth on the cover page of this Agreement or to such other address or facsimile number as may from time to time be designated by either party to the other in writing. Wire payments from LICENSEE to LICENSOR shall be made to the bank and account of LICENSOR as set forth on the cover page of this agreement or to such other bank and account as LICENSOR may from time to time designate in writing to LICENSEE. Email will be acceptable if agreed to by both parties.

 

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8.5 - Applicable Law

 

4. This Agreement shall be construed in accordance with the substantive laws, but not the choice of law rules, of the State of California.

 

8.6 - Choice of Forum; Attorneys' Fees

 

5. To the full extent permitted by law, LICENSOR and LICENSEE agree that their choice of forum, in the event that any dispute arising under this agreement is not resolved by mutual agreement, shall be the State of California, San Diego County.

 

6. In the event that any action is brought for any breach or default of any of the terms of this Agreement or otherwise in connection with this Agreement, the prevailing party shall be entitled to recover from the other party all costs and expenses incurred in that action or any appeal therefrom, including without limitation, all attorneys' fees and costs actually incurred.

 

8.7 - Construction of Agreement s (Intentionally left blank.)

 

8.8 - Captions

 

7. Titles and captions in this Agreement are for convenient reference only and shall not be considered in construing the intent, meaning, or scope of the Agreement or any portion thereof.

 

8.9 - Singular and Plural

 

8. Throughout this Agreement, words in the singular shall be construed as including the plural and words in the plural shall be construed as including the singular.

 

8.10 - Complete Agreement

 

9. This Agreement contains the entire agreement and understanding between LICENSOR and LICENSEE and merges all prior or contemporaneous oral or written communication between them. Neither LICENSOR nor LICENSEE now is, or shall hereafter be, in any way bound by any prior, contemporaneous or subsequent oral or written communication except insofar as the same is expressly set forth in this Agreement or in a subsequent written agreement duly executed by both LICENSOR and LICENSEE.

 

8.11 - Severability

 

10. Should any portion of this Agreement be declared null and void by operation of law, or otherwise, the remainder of this Agreement shall remain in full force and effect.

 

8.12 - Company Representation and Warranty

 

11. Each party represents and warrants to the other party that it is not a party to any agreement, and is not subject to any statutory or other obligation or restriction, which might prevent or restrict it from performing all of its obligations and undertakings under this License Agreement, and that the execution and delivery of this Agreement and the performance by each party hereto of its obligations hereunder have been authorized by all necessary action, corporate or otherwise.

 

8.13 - Execution

 

12. IN WITNESS WHEREOF, the said LICENSOR has caused this Agreement to be executed on the cover page of this Agreement, in the presence of a witness, by an officer duly authorized and the said LICENSEE has caused the same to be executed on the cover page of this Agreement, in the presence of a witness, by an officer duly authorized, in duplicate original copies, as of the date set forth on said cover page.

Initial:

MAX SOUND CORPORTATION   LICENSOR
/s/ Gregory Halpern   /s/ Bryan Booker
     

 

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SECTION 9 – APPENDICES


APPENDIX A - "MAX SOUND MAX-D API AUDIO PROCESSOR"

 

Introduction

The MAXD library provides superior quality audio from compressed formats such as MP3, AAC, etc. The API allows you to select specific presets and to fine-tune your audio within three frequency ranges with the Wave Adjustment Tool (WAT©). The user GUI can be graphically built to the customer preferences, within the limits of the device the API is installed in. Additional custom presets can be created by MAXD and inserted into the API upon approval.

Overview

MAXD consists of a single shared library compiled for the target platform and delivered as a binary. The library is written in C++ and delivered with headers that can be used in either C or C++.

Usage

In a typical implementation, the MAXD library is inserted in the audio signal path immediately prior to the output. The host provides a single interleaved buffer or two mono buffers for processing. The processed buffer(s) is returned to the host for further processing.

Buffer Format

Buffers must be provided in linear PCIV1 format and can be 8, 16, 24, or 32 bits. Internally, the MAXD processor converts the samples to floating point prior to processing. The samples are then converted back to the input format. MAXD supports any sample rate; however changing from one sample rate to another requires creating a new instance of the MAXD object.

Presets and EQ Settings

MAXD is preconfigured with presets that are tuned to different musical genres. A preset is set when a buffer is submitted for processing, and remains active until a different preset is selected. Wave Adjustment Tool (WAT(D) equalization (low, medium, and high) is also available. Changes to equalization can only be made at the beginning of processing a new buffer.

 

APPENDIX B - TYPICAL SPECIFICATIONS FOR MAX SOUND MAX-D API

 

MAX SOUND MAX-D API software shall comply with the following audio specifications in production (when measured through a standard internet playback device);

 

Audio data rate for two channels: PCM

Frequency Response: 20 Hz - 20 kHz+/-0.2 dB

Dynamic Range: Greater than 85 dB

Distortion: Less than 0.1% at 1 kHz

     Less than 0.5%, 20 Hz - 20 kHz

 

APPENDIX C — MAX SOUND MAX-D API LICENSEE INFORMATION MANUAL

API

The API for MAXD is basic. The host application creates an instance of the MAXD object, passing in a default buffer size and sample rate. The host then simply calls the process routine as audio buffers become available. LICENSEE will be placing API on their hosted servers for the purposes of processing their licensed content catalogue. (See COMMAND LINE APPLICATION REQUIREMENTS — page 16)

Methods Instantiating a MAXD object

MaxSound(int buffLen, int sampleRate)

Parameters: buffLen: maximum buffer size

sampleRate: the sample rate to be used for this instance Returns: new MaxSound instance

 

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Buffer Processing

void processBuffer_i(const int* const inBuffer, int* const outBuffer,

float low,

float med,

float,

int preset_id,

int dataLength)

Parameters:

inBuffer: pointer to input buffer

outBuffer: pointer to output buffer that will be filled by MAXD

low: low band eq (range 0 to 100, 50 nominal)

med: medium band eq (range 0 to 100, 50 nominal)

high: high band eq (range 0 to 100, 50 nominal)

preset: preset ID, dependent on particular device

dataLength: length of valid data in buffer (<= max buffer length set in constructor) Returns: none

Command Line Application Requirements

Proposed API

The application will be run on the command line as follows:

ms_processor -1 inputfilename -o output_filename -p preset -s sample_rate

•When processing is complete, the application will return an error code of 0 if it is successful or 1 if it is not.
•The application will write an error message to std_err if an error occurs.
•The input wave file must be 16-bit linear PCM and can be at any sample rate.

 

APPENDIX D - MAX SOUND logos and trademarks

 

These are examples only, higher resolution graphics will be provided to the LICENSOR when needed.

 

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APPENDIX E — Deliverables

 

1. LICENSOR will:

 

2.1.1 Support a Subscription-based business model, where LICENSOR will receive ($.25 USD) per user per month or ($3.00 USD) per annual subscription.

 

2.1.2 MAX-D will develop and deliver a short video demo for Licensee showing the MAX-D Advantage.

 

2.1.2.1 The demo's purpose will be to drive the Licensee's customer(s) to subscribe and to give Licensee's end-users a chance to hear samples of why their device sounds better with MAX-D.

 

2.1.3 Provide Licensee with MAX-D audio API.

 

2. LICENSEE will:

 

2.2.1.1 Make MAX-D available to their end-user / Customer with a subscription. 2.2.1.2 Add relevant MAX-D Branding pursuant to this Agreement.

 

2.2.1.3 Deliver a short MAX-D video demo demonstrating the MAX-D Advantage, to their users. 2.2.2 Support a Subscription-based business model, where LICENSOR will receive ($.25 USD) per user per month or ($3.00 USD) per annual subscription.

 

2.2.3 Licensor and Licensee agree to split Net Revenue 50/50 after Non-Recurring Engineering costs (NRE), cost of goods sold (COGS) and transaction fees are deducted.

(Music Download Distribution Agreement to be signed under separate cover).

 

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 EX-10.17 19 f10q0614ex10xvii_maxsound.htm AMENDMENT TO PROMISSORY

 

Exhibit 10.17 

 

AMENDMENT #1
TO $333,000 PROMISSORY NOTE DATED FEBRUARY 6, 2013

 

The parties agree that the $333,000 Promissory Note (the "Note") by and between Max Sound Corporation (the "Company") and Vista Capital Investments, LLC (the "Holder") is hereby amended as follows:

1.      Note Amount. The amount of the Note is hereby increased from $333,000 to $444,000. The first two sentences of the second paragraph of the Note are hereby amended and replaced with the following: "The Original Principal Amount is $444,000 (four hundred forty four thousand) plus accrued and unpaid interest and any other fees. The Consideration is $400,000 (four hundred thousand) payable by wire (there exists a $44,000 original issue discount (the "OID")). " 

 

ALL OTHER TERMS AND CONDITIONS OF THE NOTE, AS PREVIOUSLY AMENDED, REMAIN IN FULL FORCE AND EFFECT.

 

Please indicate acceptance and approval of this amendment dated July 25, 2014 by signing below:

 

/s/Gregory J. Alpern   /s/David Clark
Gregory J. Alpern   David Clark
Max Sound Corporation   Vista Capital Investments, LLC
Chief Executive Officer   Principal

 

 EX-10.18 20 f10q0614ex10xviii_maxsound.htm SECURITIES PURCHASE

Exhibit 10.18 

 

 SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 1, 2014, by and between MAX SOUND CORPORATION, a Delaware corporation, with headquarters located at 2902A Colorado Avenue, Santa Monica, CA 90404 (the “Company”), and KBM WORLDWIDE, INC., a New York corporation, with its address at 80 Cuttermill Road, Suite 410, Great Neck, NY 11021 (the “Buyer”).

 

WHEREAS:

 

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

 

B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement an 8% convertible note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $253,500.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note.

 

C. The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set forth immediately below its name on the signature pages hereto; and

 

NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

 

1.       Purchase and Sale of Note.

 

a.         Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature pages hereto.

 

 
 

 

b.         Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

 

c.         Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time on or about August 5, 2014, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties. 

 

2.      Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

 

a.          Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (including, without limitation, such additional shares of Common Stock, if any, as are issuable (i) on account of interest on the Note, (ii) as a result of the events described in Sections 1.3 and 1.4(g) of the Note or (iii) in payment of the Standard Liquidated Damages Amount (as defined in Section 2(f) below) pursuant to this Agreement, such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

 

b.          Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

 

c.          Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

 

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d.          Information. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company's representations and warranties made herein.

 

e.          Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

 

f.         Transfer or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

 

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g.         Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

 

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

 

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

 

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h.         Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

 

i.           Residency. The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature pages hereto.

 

3.        Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

 

a.         Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. Schedule 3(a) sets forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each is incorporated. The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

 

b.         Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

 

5
 

 

c.         Capitalization. As of the date hereof, the authorized capital stock of the Company consists of: (i) 400,000,000 authorized shares of Common Stock, $0.001 par value per share, of which 326,391,750 shares are issued and outstanding; and (ii) 10,000,000 authorized shares of Preferred Stock, $0.001 par value per share, of which no shares are issued and outstanding; no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note and one (1) prior note(s) in favor of the Buyer:

 

(a)prior convertible promissory note in favor of the Buyer dated April 17, 2014 in the amount of $78,500.00 for which 5,500,000 shares of Common Stock are presently reserved; and

 

exercisable for, or convertible into or exchangeable for shares of Common Stock and 5,000,000 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.

 

6
 

 

d.         Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

 

e.          Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

 

f.         No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). Neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement, the Note in accordance with the terms hereof or thereof or to issue and sell the Note in accordance with the terms hereof and to issue the Conversion Shares upon conversion of the Note. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. If the Company is listed on the OTCBB, the Company is not in violation of the listing requirements of the Over- the-Counter Bulletin Board (the “OTCBB”) and does not reasonably anticipate that the Common Stock will be delisted by the OTCBB in the foreseeable future. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

 

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g.         SEC Documents; Financial Statements. The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to March 31, 2014, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act.

 

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h.         Absence of Certain Changes. Since March 31, 2014, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

 

i.         Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. Schedule 3(i) contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

 

j.         Patents, Copyrights, etc. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual Property.

 

k.         No Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.

 

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l.         Tax Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any taxing authority.

 

m.         Certain Transactions. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties and other than the grant of stock options disclosed on Schedule

3(c), none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

 

n.         Disclosure. All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed (assuming for this purpose that the Company’s reports filed under the 1934 Act are being incorporated into an effective registration statement filed by the Company under the 1933 Act).

 

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o.         Acknowledgment Regarding Buyer’ Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’ purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

 

p.         No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

 

q.         No Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.

 

r.         Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since March 31, 2014, neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.

 

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s.          Environmental Matters.

 

     (i)     There are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

 

    (ii)     Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained on or about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials were released on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during the period the property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s or any of its Subsidiaries’ business.

 

    (iii)     There are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries that are not in compliance with applicable law.

 

t.         Title to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

 

u.         Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. Upon written request the Company will provide to the Buyer true and correct copies of all policies relating to directors’ and officers’ liability coverage, errors and omissions coverage, and commercial general liability coverage.

 

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v.         Internal Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

 

w.        Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

 

x.         Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company did not receive a qualified opinion from its auditors with respect to its most recent fiscal year end and, after giving effect to the transactions contemplated by this Agreement, does not anticipate or know of any basis upon which its auditors might issue a qualified opinion in respect of its current fiscal year.

 

y.         No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”). The Company is not controlled by an Investment Company. the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 3.4 of the Note.

 

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4.       COVENANTS.

 

a.         Best Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and 7 of this Agreement.

 

b.         Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyer on or prior to the Closing Date.

 

c.         Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

 

d.         Right of First Refusal. Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering (“ROFR Notice”), including the terms and conditions thereof, identity of the proposed purchaser and proposed definitive documentation to be entered into in connection therewith, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity (or debt with an equity component) financing in an amount less than $100,000 (“Future Offering(s)”) during the period beginning on the Closing Date and ending six (6) months following the Closing Date. Notwithstanding anything contained herein to the contrary, the Company shall not consummate any Future Offering with an investor, or an affiliate of such investor (collectively “Prospective Investor”), identified on an ROFR Notice whereby the Buyer exercised its Right of First Refusal for a period of forty (45) days following such exercise; and any subsequent offer by a Prospective Investor is subject to this Section 4(d) and the Right of First Refusal. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act) or (ii) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

 

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e.         Expenses. At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys’ and consultants’ fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the Documents or any consents or waivers of provisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Documents. When possible, the Company must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the Buyer or the submission of an invoice by the Buyer. The Company’s obligation with respect to this transaction is to reimburse Buyer’ expenses shall be $3,500.

 

f.         Financial Information. Upon written request the Company agrees to send or make available the following reports to the Buyer until the Buyer transfers, assigns, or sells all of the Securities: (i) within ten (10) days after the filing with the SEC, a copy of its Annual Report on Form 10-K its Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K; (ii) within one (1) day after release, copies of all press releases issued by the Company or any of its Subsidiaries; and (iii) contemporaneously with the making available or giving to the shareholders of the Company, copies of any notices or other information the Company makes available or gives to such shareholders.

 

g.         [INTENTIONALLY DELETED]

 

h.         Listing. The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTCBB or any equivalent replacement exchange or electronic quotation system (including but not limited to the Pink Sheets electronic quotation system) and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the OTCBB and any other exchanges or electronic quotation systems on which the Common Stock is then traded regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems.

 

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i.         Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the Pink Sheets, OTCQX, OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

 

j.         No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.

 

k.         Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under Section 3.4 of the Note.

 

l.         Failure to Comply with the 1934 Act. So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.

 

m.         Trading Activities. Neither the Buyer nor its affiliates has an open short position in the common stock of the Company and the Buyer agree that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of the Company.

 

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5.       Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Borrower proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f) hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If the Buyer provides the Company, at the cost of the Buyer, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

 

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6.       Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

 

a.         The Buyer shall have executed this Agreement and delivered the same to the Company.

 

b.         The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

 

c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

 

d.         No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

 

7.        Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

 

a.         The Company shall have executed this Agreement and delivered the same to the Buyer.

 

b.        The Company shall have delivered to the Buyer the duly executed Note (in such denominations as the Buyer shall request) in accordance with Section 1(b) above.

 

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c.        The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

 

d.         The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby.

 

e.         No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

 

f.         No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

 

g.          The Conversion Shares shall have been authorized for quotation on the OTCBB and trading in the Common Stock on the OTCBB shall not have been suspended by the SEC or the OTCBB.

 

h.         The Buyer shall have received an officer’s certificate described in Section 3(c) above, dated as of the Closing Date.

 

8.        Governing Law; Miscellaneous.

 

a.         Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of Nassau. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

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b.          Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

 

 

c.         Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

 

d.         Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

 

e.         Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

 

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f.          Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

 

If to the Company, to:

MAX SOUND CORPORATION

2902A Colorado Avenue

Santa Monica, CA 90404

Attn: GREG HALPERN, Chief Financial Officer facsimile: [enter fax number]

 

With a copy by fax only to (which copy shall not constitute notice): [enter name of law firm]

Attn: [attorney name] [enter address line 1] [enter city, state, zip]

facsimile: [enter fax number]

 

If to the Buyer:

KBM WORLDWIDE, INC.

80 Cuttermill Road – Suite 410

Great Neck, NY 11021

Attn: Seth Kramer, President e-mail: info@kwbmlaw.com

 

With a copy by fax only to (which copy shall not constitute notice): Naidich Wurman Birnbaum & Maday LLP

Att: Judah A. Eisner, Esq.

Attn: Bernard S. Feldman, Esq. facsimile: 516-466-3555

e-mail: dyork@nwbmlaw.com

 

Each party shall provide notice to the other party of any change in address.

 

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g.          Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934

Act, without the consent of the Company.

 

h.          Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

 

i.          Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

 

j.         Publicity. The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press releases, SEC, OTCBB or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or SEC, OTCBB (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law and regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with a copy thereof and be given an opportunity to comment thereon).

 

k.         Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

 

l.         No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

 

m.         Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

 

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

 

MAX SOUND CORPORATION

 

By: /s/ Greg Halpern  
  GREG HALPERN  
  Chief Financial Officer  

  

KBM WORLDWIDE, INC. 

 

By:  
Name: Seth Kramer  
Title: President  

80 Cuttermill Road – Suite 410

Great Neck, NY 11021

 

AGGREGATE SUBSCRIPTION AMOUNT:

 

Aggregate Principal Amount of Note: $253,500.00
   
Aggregate Purchase Price: $253,500.00

 

Tranche #2 - K-1227

MAXD

August 1, 2014

greg@maxsound.com

paul@maxsound.com

 

23

 

 EX-10.19 21 f10q0614ex10xix_maxsound.htm 8% CONVERTIBLE PROMISSORY

Exhibit 10.19

 

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

 

Principal Amount: $253,500.00 Issue Date: August 1, 2014

Purchase Price: $253,500.00

 

CONVERTIBLE PROMISSORY NOTE

 

FOR VALUE RECEIVED, MAX SOUND CORPORATION, a Delaware corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of KBM WORLDWIDE, INC., a New York corporation, or registered assigns (the “Holder”) the sum of $253,500.00 together with any interest as set forth herein, on May 5, 2015 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of eight percent (8%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date that the Note is fully paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

 

 
 

 

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

 

The following terms shall apply to this Note:

 

ARTICLE I. CONVERSION RIGHTS

 

1.1 Conversion Right. The Holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount (as defined in Article III) pursuant to Section 1.6(a) or Article III, each in respect of the remaining outstanding principal amount of this Note to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof.

 

2
 

 

1.2 Conversion Price.

 

(a) Calculation of Conversion Price. The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall mean 65% multiplied by the Market Price (as defined herein) (representing a discount rate of 35%). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

3
 

 

(b) Conversion Price During Major Announcements. Notwithstanding anything contained in Section 1.2(a) to the contrary, in the event the Borrower (i) makes a public announcement that it intends to consolidate or merge with any other corporation (other than a merger in which the Borrower is the surviving or continuing corporation and its capital stock is unchanged) or sell or transfer all or substantially all of the assets of the Borrower or (ii) any person, group or entity (including the Borrower) publicly announces a tender offer to purchase

50% or more of the Borrower’s Common Stock (or any other takeover scheme) (the date of the announcement referred to in clause (i) or (ii) is hereinafter referred to as the “Announcement Date”), then the Conversion Price shall, effective upon the Announcement Date and continuing through the Adjusted Conversion Price Termination Date (as defined below), be equal to the lower of (x) the Conversion Price which would have been applicable for a Conversion occurring on the Announcement Date and (y) the Conversion Price that would otherwise be in effect. From and after the Adjusted Conversion Price Termination Date, the Conversion Price shall be determined as set forth in this Section 1.2(a). For purposes hereof, “Adjusted Conversion Price Termination Date” shall mean, with respect to any proposed transaction or tender offer (or takeover scheme) for which a public announcement as contemplated by this Section 1.2(b) has been made, the date upon which the Borrower (in the case of clause (i) above) or the person, group or entity (in the case of clause (ii) above) consummates or publicly announces the termination or abandonment of the proposed transaction or tender offer (or takeover scheme) which caused this Section 1.2(b) to become operative.

 

1.3 Authorized Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved five times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Notes in effect from time to time)(the “Reserved Amount”). The Reserved Amount shall be increased from time to time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Notes. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

 

4
 

 

 

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.

 

1.4 Method of Conversion.

 

(a) Mechanics of Conversion. Subject to Section 1.1, this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 1.4(b), surrendering this Note at the principal office of the Borrower.

 

(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Borrower shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid principal amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

 

(c) Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.

 

(d) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.

 

5
 

(e) Obligation of Borrower to Deliver Common Stock. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is received by the Borrower before 6:00 p.m., New York, New York time, on such date.

 

(f) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.

 

(g) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline (other than a failure due to the circumstances described in Section 1.3 above, which failure shall be governed by such Section) the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly the parties acknowledge that the liquidated damages provision contained in this Section 1.4(g) are justified.

6
 

1.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144 under the Act (or a successor rule) (“Rule 144”) or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the shares of Common Stock issuable upon conversion of this Note have been registered under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Common Stock issuable upon conversion of this Note that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

 

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

 

7
 

 

The legend set forth above shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if (i) the Borrower or its transfer agent shall have received an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Company so that the sale or transfer is effected or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold. In the event that the Company does not accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

 

1.6 Effect of Certain Events.

 

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

 

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

8
 

 

(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

 

(d) Adjustment Due to Dilutive Issuance. If, at any time when any Notes are issued and outstanding, the Borrower issues or sells, or in accordance with this Section 1.6(d) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Conversion Price in effect on the date of such issuance (or deemed issuance) of such shares of Common Stock (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Conversion Price will be reduced to the amount of the consideration per share received by the Borrower in such Dilutive Issuance.

 

The Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or grants any warrants, rights or options (not including employee stock option plans), whether or not immediately exercisable, to subscribe for or to purchase Common Stock or other securities convertible into or exchangeable for Common Stock (“Convertible Securities”) (such warrants, rights and options to purchase Common Stock or Convertible Securities are hereinafter referred to as “Options”) and the price per share for which Common Stock is issuable upon the exercise of such Options is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon the exercise of such Options” is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.

 

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Additionally, the Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options), and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For the purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon such conversion or exchange” is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

 

(e) Purchase Rights. If, at any time when any Notes are issued and outstanding, the Borrower issues any convertible securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

 

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(f) Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described in this Section 1.6, the Borrower, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Borrower shall, upon the written request at any time of the Holder, furnish to such Holder a like certificate setting forth (i) such adjustment or readjustment, (ii) the Conversion Price at the time in effect and (iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note.

 

1.7 Trading Market Limitations. Unless permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is then listed or traded, in no event shall the Borrower issue upon conversion of or otherwise pursuant to this Note and the other Notes issued pursuant to the Purchase Agreement more than the maximum number of shares of Common Stock that the Borrower can issue pursuant to any rule of the principal United States securities market on which the Common Stock is then traded (the “Maximum Share Amount”), which shall be 4.99% of the total shares outstanding on the Closing Date (as defined in the Purchase Agreement), subject to equitable adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the date hereof. Once the Maximum Share Amount has been issued, if the Borrower fails to eliminate any prohibitions under applicable law or the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Borrower or any of its securities on the Borrower’s ability to issue shares of Common Stock in excess of the Maximum Share Amount, in lieu of any further right to convert this Note, this will be considered an Event of Default under Section 3.3 of the Note.

 

1.8 Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the shares covered thereby (other than the shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies (including, without limitation, (i) the right to receive Conversion Default Payments pursuant to Section 1.3 to the extent required thereby for such Conversion Default and any subsequent Conversion Default and (ii) the right to have the Conversion Price with respect to subsequent conversions determined in accordance with Section 1.3) for the Borrower’s failure to convert this Note.

 

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1.9 Prepayment. Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on the Issue Date and ending on the date which is thirty (30) days following the Issue Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to 110%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9.

 

Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on the date which is thirty-one (31) days following the Issue Date and ending on the date which is sixty (60) days following the Issue Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Second Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Second Optional Prepayment Amount”) equal to 115%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Second Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9.

 

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Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on the date which is sixty-one (61) days following the Issue Date and ending on the date which is ninety (90) days following the Issue Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Third Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Third Optional Prepayment Amount”) equal to 120%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Third Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9.

 

Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date that is ninety-one (91) day from the Issue Date and ending one hundred twenty (120) days following the Issue Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Fourth Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Fourth Optional Prepayment Amount”) equal to 125%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Fourth Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9.

 

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Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date that is one hundred twenty-one (121) day from the Issue Date and ending one hundred fifty (150) days following the Issue Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Fifth Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Fifth Optional Prepayment Amount”) equal to 130%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Fifth Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9.

 

Notwithstanding any to the contrary stated elsewhere herein, at any time during the period beginning on the date that is one hundred fifty-one (151) day from the Issue Date and ending one hundred eighty (180) days following the Issue Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.9. Any Optional Prepayment Notice shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the Optional Prepayment Date, the Borrower shall make payment of the Sixth Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Sixth Optional Prepayment Amount”) equal to 135%, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof. If the Borrower delivers an Optional Prepayment Notice and fails to pay the Sixth Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 1.9.

 

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After the expiration of one hundred eighty (180) following the date of the Note, the Borrower shall have no right of prepayment.

  

ARTICLE II. CERTAIN COVENANTS

 

2.1 Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s disinterested directors.

 

2.2 Restriction on Stock Repurchases. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants, rights or options to purchase or acquire any such shares.

 

2.3 Borrowings. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, create, incur, assume guarantee, endorse, contingently agree to purchase or otherwise become liable upon the obligation of any person, firm, partnership, joint venture or corporation, except by the endorsement of negotiable instruments for deposit or collection, or suffer to exist any liability for borrowed money, except (a) borrowings in existence or committed on the date hereof and of which the Borrower has informed Holder in writing prior to the date hereof, (b) indebtedness to trade creditors or financial institutions incurred in the ordinary course of business or (c) borrowings, the proceeds of which shall be used to repay this Note.

 

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2.4 Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

 

2.5 Advances and Loans. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the date hereof and which the Borrower has informed Holder in writing prior to the date hereof, (b) made in the ordinary course of business or (c) not in excess of $100,000.

  

ARTICLE III. EVENTS OF DEFAULT

 

If any of the following events of default (each, an “Event of Default”) shall occur:

 

3.1 Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise.

 

3.2 Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower to the Holder within forty eight (48) hours of a demand from the Holder.

 

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3.3 Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of ten (10) days after written notice thereof to the Borrower from the Holder.

 

3.4 Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

 

3.5 Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

 

3.6 Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $50,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

 

3.7 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

 

3.8 Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically includes the Pink Sheets electronic quotation system) or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.

 

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3.9 Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

 

3.10 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

 

3.11 Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

 

3.12 Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future).

 

3.13 Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

 

3.14 Reverse Splits. The Borrower effectuates a reverse split of its Common Stock without twenty (20) days prior written notice to the Holder.

  

3.15 Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

  

3.16 Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder.

 

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Upon the occurrence and during the continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due at the Maturity Date), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Sum (as defined herein). UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE DEFAULT SUM (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the occurrence and during the continuation of any Event of Default specified in Sections 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due on this Note upon a Trading Market Prepayment Event pursuant to Section 1.7 or upon acceleration), 3.3, 3.4, 3.6, 3.8, 3.9, 3.11, 3.12, 3.13, 3.14, and/or 3. 15 exercisable through the delivery of written notice to the Borrower by such Holders (the “Default Notice”), and upon the occurrence of an Event of Default specified the remaining sections of Articles III (other than failure to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3,1 hereof), the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the greater of (i) 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”) plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Sum”) or (ii) the “parity value” of the Default Sum to be prepaid, where parity value means (a) the highest number of shares of Common Stock issuable upon conversion of or otherwise pursuant to such Default Sum in accordance with Article I, treating the Trading Day immediately preceding the Mandatory Prepayment Date as the “Conversion Date” for purposes of determining the lowest applicable Conversion Price, unless the Default Event arises as a result of a breach in respect of a specific Conversion Date in which case such Conversion Date shall be the Conversion Date), multiplied by (b) the highest Closing Price for the Common Stock during the period beginning on the date of first occurrence of the Event of Default and ending one day prior to the Mandatory Prepayment Date (the “Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

 

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If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares), to require the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower equal to the Default Amount divided by the Conversion Price then in effect.

 

ARTICLE IV. MISCELLANEOUS

 

4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

 

4.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

 

If to the Borrower, to:

MAX SOUND CORPORATION

2902A Colorado Avenue

Santa Monica, CA 90404

Attn: GREG HALPERN, Chief Financial Officer

facsimile:

 

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With a copy by fax only to (which copy shall not constitute notice):

[enter name of law firm]

Attn: [attorney name]

[enter address line 1]

[enter city, state, zip]

facsimile: [enter fax number]

 

If to the Holder:

KBM WORLDWIDE, INC.

80 Cuttermill Road – Suite 410

Great Neck, NY 11021

Attn: Seth Kramer, President

e-mail: info@kbmworldwide.com

 

With a copy by fax only to (which copy shall not constitute notice):

Naidich Wurman Birnbaum & Maday, LLP

Att: Judah A. Eisner, Esq.

Attn: Bernard S. Feldman, Esq. facsimile: 516-466-3555

e-mail: dyork@nwbmlaw.com

 

4.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

 

4.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the 1933 Act). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

 

4.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

 

21
 

 

4.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of New York or in the federal courts located in the state and county of Nassau. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

4.7 Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.

 

4.8 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

 

22
 

 

4.9 Notice of Corporate Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder of Common Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders). In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other right, or for the purpose of determining shareholders who are entitled to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of the Borrower or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this Section 4.9.

 

4.10 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

 

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this August 1, 2014.

 

MAX SOUND CORPORATION

 

By: /s/ Greg Halpern  
  GREG HALPERN  
  Chief Financial Officer  

 

23
 

 

EXHIBIT A -- NOTICE OF CONVERSION

 

The undersigned hereby elects to convert $ ____________ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of MAX SOUND CORPORATION, a Delaware corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of August 1, 2014 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

 

Box Checked as to applicable instructions:

 

[   ]   The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
     
    Name of DTC Prime Broker:
    Account Number:
     
[   ]  

The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

   

KBM WORLDWIDE, INC.

80 Cuttermill Road – Suite 410

Great Neck, NY 11021

Attention: Certificate Delivery

e-mail: info@kbmworldwide.com

Date of Conversion:

Applicable Conversion Price: $ _________________
Number of Shares of Common Stock to be Issued

Pursuant to Conversion of the Notes: _________________

Amount of Principal Balance Due remaining

Under the Note after this conversion: _________________

 

KBM WORLDWIDE, INC.

 

By: _________________

Name: Seth Kramer

Title: President

Date:

 

 24

 

 EX-31.1 22 f10q0614ex31i_maxsound.htm CERTIFICATION

Exhibit 31.1

 

CERTIFICATION

 

Pursuant to 18 U.S.C. Section 1350

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

 

I, John Blaisure, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Max Sound Corporation (the "registrant");
   
 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

  

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

  

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

  

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Dated: August 14, 2014 Signature: /s/ John Blaisure
   

John Blaisure

Chief Executive Officer

    (principal executive officer) 

  

 EX-31.2 23 f10q0614ex31ii_maxsound.htm CERTIFICATION

Exhibit 31.2

 

CERTIFICATION

 

Pursuant to 18 U.S.C. Section 1350

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

 

I, Greg Halpern, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Max Sound Corporation (the "registrant");
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

  

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

  

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

  

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Dated: August 14, 2014 Signature: /s/ Greg Halpern
   

Greg Halpern

Chief Financial Officer

(principal financial and accounting officer)

 EX-32.1 24 f10q0614ex32i_maxsound.htm CERTIFICATION

Exhibit 32.1

 

CERTIFICATION

 

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

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

 

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

 

The Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (the "Form 10-Q") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: August 14, 2014 By: /s/ John Blaisure
   

John Blaisure

Chief Executive Officer

(principal executive officer)

 

  By: /s/ Greg Halpern
   

Greg Halpern

Chief Financial Officer

    (principal financial and accounting officer)

 

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

 

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

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The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.&#160;&#160;&#160;&#160;The Company received $75,000 proceeds, less the $7,500 finder&#8217;s fee pursuant to the terms of this convertible note, on August 3, 2012.&#160;&#160;&#160;&#160;As of December 31, 2013 and December 31, 2012 the convertible note balance and accrued interest is $0 and $84,695, respectively.</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;"></p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; color: #000000; text-transform: none; text-indent: 0.5in; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">&#160;</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">On August 15, 2012, the Company will issue up to $50,000 in a convertible note subject to a $4,000 original issue discount (OID) related to the agreement entered into on May 8, 2012 and updated on October 31, 2012. The note matures on August 15, 2013, and bears an interest rate of 0% if note is repaid on or before 180 days from the effective date. If the note is not repaid within 90 days a one-time interest charge of 5% will be applied to the principal. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 70% of the &#8220;Market Price&#8221;, 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. The Company received $50,000 proceeds, less the $4,000 finder&#8217;s fee pursuant to the terms of this convertible note, on August 15, 2012. 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The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 70% of the &#8220;Market Price&#8221;, which is lower of the average closing bid price for the common stock during the ten trading day period. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $75,000 proceeds, less the $8,333 finder&#8217;s fee pursuant to the terms of this convertible note, on September 10, 2012. 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The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 70% of the &#8220;Market Price&#8221;, 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $150,000 proceeds, less the $16,000 finder&#8217;s fee pursuant to the terms of this convertible note, on September 10, 2012. 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The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 65% of the &#8220;Market Price&#8221;, which is the average of the lowest three (3) trading prices for the common stock during the ten trading day period prior to the conversion. The Company received $60,000 proceeds, less the $2,500 finder&#8217;s fee pursuant to the terms of this convertible note, on October 9, 2012.<b>&#160;</b>As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $63,642, respectively.</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0.5in; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;"><b>&#160;</b></p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">On November 1, 2012, the Company will issue up to $165,000 in a convertible note subject to a $15,000 original issue discount (OID) related to the agreement entered into on May 8, 2012 and updated on October 31, 2012. The note matures on November 1, 2013 and bears an interest rate of 0% if note is repaid on or before 180 days from the effective date. If the note is not repaid within 90 days a one-time interest charge of 5% will be applied to the principal. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 70% of the &#8220;Market Price&#8221;, 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. The Company received $50,000 proceeds, less the $4,000 finder&#8217;s fee pursuant to the terms of this convertible note, on August 15, 2012. 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The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 65% of the &#8220;Market Price&#8221;, which is the average of the lowest three (3) trading prices for the common stock during the ten trading day period prior to the conversion. The Company received $60,000 proceeds, less the $2,500 finder&#8217;s fee pursuant to the terms of this convertible note, on October 9, 2012. 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The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.&#160;&#160;&#160;&#160;During 2012, the Company received $166,000 proceeds, less the $16,000 finder&#8217;s fee pursuant to the terms of this convertible note.&#160;&#160;&#160;&#160;As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $167,143, respectively.</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">&#160;</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">On January 25, 2013, the Company entered into an agreement whereby the Company will issue up to $100,000 in a convertible note.&#160;&#160;&#160;&#160;The note matures on January 25, 2014 and bears an interest rate of 4%.&#160;&#160;&#160;&#160;The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 70% of the &#8220;Market Price&#8221;, which is the average the closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.&#160;&#160;&#160;&#160;The Company received $100,000 proceeds, less the $10,000 finder&#8217;s fee pursuant to the terms of this convertible note, on January 25, 2013.&#160;&#160;&#160;&#160;As of December 31, 2013, the convertible note balance and accrued interest is $0.</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; color: #000000; text-transform: none; text-indent: 0.5in; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">&#160;</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">On January 24, 2013, the Company entered into an agreement whereby the Company will issue up to $166,000 in a convertible note.&#160;&#160;&#160;&#160;The note matures on October 24, 2013 and bears an interest rate of 8%.&#160;&#160;&#160;&#160;The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 70% of the &#8220;Market Price&#8221;, 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.&#160;&#160;&#160;&#160;The Company received $166,000 proceeds, less the $1,000 finder&#8217;s fee and an original issue discount of $15,000 pursuant to the terms of this convertible note, on January 24, 2013.&#160;&#160;&#160;&#160;As of December 31, 2013, the convertible note balance and accrued interest is $0.</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;"></p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0.5in; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;"><b>&#160;</b></p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">On February 1, 2013, the Company entered into an agreement whereby the Company will issue up to $83,333 in a convertible note. The note matures on February 1, 2014 and bears an interest rate of 4%. The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 70% of the &#8220;Market Price&#8221;, which is the average the closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $83,333 proceeds, less the $8,333 finder&#8217;s fee pursuant to the terms of this convertible note, on February 1, 2013. 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The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 70% of the &#8220;Market Price&#8221;, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $25,000 proceeds, on February 19, 2013. As of December 31, 2013, the convertible note balance and accrued interest is $0.</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: left; color: #000000; text-transform: none; text-indent: 0.5in; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;"></p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: left; color: #000000; text-transform: none; text-indent: 0.5in; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">&#160;</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">On February 25, 2013, the Company entered into an agreement whereby the Company will issue up to $62,500 in a convertible note. The note matures on November 27, 2013 and bears an interest rate of 8%. The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 65% of the &#8220;Market Price&#8221;, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $62,500 proceeds less the $2,500 finder&#8217;s fee pursuant to the terms of this convertible note, on March 1, 2013. 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The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 70% of the &#8220;Market Price&#8221;, 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $100,000 proceeds, less the $8,000 finder&#8217;s fee pursuant to the terms of this convertible note, on February 27, 2013. 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The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 70% of the &#8220;Market Price&#8221;, 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $111,000 proceeds, less the $9,000 finder&#8217;s fee and an original issue discount of $10,000 pursuant to the terms of this convertible note, on March 13, 2013. 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The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 70% of the &#8220;Market Price&#8221;, 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $55,500 proceeds, less the $500 finder&#8217;s fee and an original issue discount of $5,000 pursuant to the terms of this convertible note, on March 18, 2013. 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The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.&#160;&#160;&#160;&#160;The Company received $41,750 proceeds less the 1,750 finder&#8217;s fee pursuant to the terms of this convertible note, on April 23, 2013.&#160;&#160;&#160;&#160;As of December 31, 2013, the convertible note balance and accrued interest is $0.</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;"></p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; color: #000000; text-transform: none; text-indent: 0.5in; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">&#160;</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">On April 26, 2013, the Company entered into an agreement whereby the Company will issue up to $194,444 in a convertible note. 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The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 70% of the &#8220;Market Price&#8221;, 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $166,000 proceeds, less the $13,000 finder&#8217;s fee and an original issue discount of $15,000 pursuant to the terms of this convertible note, on May 2, 2013. 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The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 75% of the &#8220;Market Price&#8221;, which is the average the three lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $83,333 proceeds, less the $8,333 original issue discount pursuant to the terms of this convertible note, on May 3, 2013. As of December 31, 2013, the convertible note balance and accrued interest is $0. 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The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 70% of the &#8220;Market Price&#8221;, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $25,000 proceeds, on May 3, 2013. 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The Purchase Agreement provides for the sale by the Company to the Investors of an aggregate principal amount of $2,222,222 of 4% Convertible Debentures, with 10% Original Issue Discount that is due twelve months from their date of issuance (the &#8220;Debentures&#8221;). The Subscription Amount shall be funded in the amount of $277,777.77 (net amount of $250,000 less debt offering costs to the Company after the original issue discount) on the initial closing date (the &#8220;Closing Date&#8221;) of May 23, 2013 and seven (7) additional installments in the amount of $277,777.77 (net amount of $250,000 less debt offering costs to the Company after the original issue discount) shall each be funded on or about the first day of each calendar month commencing on June 1, 2013.</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0.5in; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">&#160;</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">In addition, the Company incurred debt offering costs (placement agent fees) equal to 7% of the aggregate purchase price paid by each purchase and equity equaling 2% of the gross proceeds received by the Company valued at the investors' conversion price.</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; color: #000000; text-transform: none; text-indent: 0.5in; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">&#160;</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">The Debentures have an interest rate of four percent (4%) and shall have an original issue discount of ten percent (10%) from the stated principal amount. The Debentures may be prepaid in whole or in part on not less than thirty (30) days prior written notice to the investors for an amount equal to 115% multiplied by the sum of the then outstanding principal amount of the Debentures plus any accrued and unpaid interest.</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; color: #000000; text-transform: none; text-indent: 0.5in; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">&#160;</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">The Debentures shall be convertible into common stock, at the investors&#8217; option, at a twenty-five percent (25%) discount to the average price of the lowest three (3) closing bid prices for the common stock during the ten (10) trading days prior to the conversion date. In the event of default, the Debentures shall be convertible into common stock at a thirty-five percent (35%) discount to the Market Price. In the event that the Company fails in any material respect to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amended, with regards to the filing of Form 10-Q's and 10-K's or ceases to be subject to the Exchange Act, the Debentures shall be convertible into common stock at a fifty percent (50%) discount to the Market Price, unless the Company has a registration statement declared effective by the SEC, which covers for resale the shares issued in connection with the investor&#8217;s, conversion.</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; color: #000000; text-transform: none; text-indent: 0.5in; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">&#160;</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;"><i>Warrants</i></p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; color: #000000; text-transform: none; text-indent: 0.5in; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">&#160;</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">In connection with the Aggregate SPA, the investors were each issued warrants to purchase from the Company at any time after the Closing Date until 5:00 p.m., E.S.T on the third anniversary of the Closing Date (the &#8220;Expiration Date&#8221;), up to 250,000 fully-paid and non-assessable shares of common stock at a per share purchase price of $0.40 (the &#8220;Warrants&#8221;). The Company issued 750,000 three year warrants on the terms discussed above.</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: center; color: #000000; text-transform: none; text-indent: 0.5in; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">&#160;</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">As of December 31, 2013, the Company (from the Aggregate SPA) received proceeds totaling $833,333 less $83,333 original issue discount and debt offering costs totaling $85,055, which includes 94,964 common shares of the Company&#8217;s common stock valued at $20,555 issued to the finder.</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; color: #000000; text-transform: none; text-indent: 0.5in; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;"></p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">As of June 30, 2014 and December 31, 2013, the Aggregate SPA convertible note balance and accrued interest is $0 and $643,343, respectively.</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; color: #000000; text-transform: none; text-indent: 0.5in; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">&#160;</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">On June 27, 2013, the Company entered into an agreement whereby the Company will issue up to $50,000 in a convertible note. The note matures on June 26, 2014 and bears a one-time interest charge of 5% after 90 days. The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 70% of the &#8220;Market Price&#8221;, 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $50,000 proceeds on June 27, 2013. As of March 31, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $52,500, respectively.</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0.5in; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;"><b>&#160;</b></p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">On August 8, 2013, the Company entered into an agreement whereby the Company will issue up to $103,500 in a convertible note. The note matures on May 12, 2014, and bears an interest rate of 8%. The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 65% of the &#8220;Market Price&#8221;, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $103,500 proceeds less the $3,500 finder&#8217;s fee pursuant to the terms of this convertible note, on August 13, 2013. 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The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 70% of the &#8220;Market Price&#8221;, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $25,000 proceeds, on August 9, 2013. As of March 31, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $26,000, respectively. In connection with this conversion, the Company issued an additional 750,730 shares valued at $22,276 as a penalty for the non-timely conversion of the debt.</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; color: #000000; text-transform: none; text-indent: 0.5in; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">&#160;</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">On August 21, 2013, the Company entered into an agreement whereby the Company will issue up to $50,000 in a convertible note. The note matures on August 20, 2014 and bears a onetime interest charge of 5% after 90 days. The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 70% of the &#8220;Market Price&#8221;, 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $50,000 proceeds on August 21, 2013. 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The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 75% of the &#8220;Market Price&#8221;, 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $227,222 proceeds, less the $5,000 finder&#8217;s fee and an original issue discount of $22,222 pursuant to the terms of this convertible note, on August 19, 2013. As of June 30, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $230,570, respectively. In connection with this raise, the Company also issued 200,000 three year warrants exercisable at $0.40/share.</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; color: #000000; text-transform: none; text-indent: 0.5in; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">&#160;</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">On October 2, 2013, the Company entered into an agreement whereby the Company will issue up to $110,000 in a convertible note. The note matures on October 1, 2014, and bears an interest rate of 4%. The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 75% of the &#8220;Market Price&#8221;, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $110,000 proceeds less the $10,000 finder&#8217;s fee pursuant to the terms of this convertible note, on October 2, 2013. As of June 30, 2014 and December 31, 2013, the convertible note balance and accrued interest is $113,327 and $111,086, respectively. In connection with this raise, the Company also issued 100,000 three year warrants exercisable at $0.40/share.</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: center; color: #000000; text-transform: none; text-indent: 0.5in; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">&#160;</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">On October 3, 2013, the Company entered into an agreement whereby the Company will issue up to $221,000 in a convertible note. The note matures on October 3, 2014 and bears an interest rate of 4%. The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 75% of the &#8220;Market Price&#8221;, which is the average the three lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $221,000 proceeds, less the $21,000 original issue discount pursuant to the terms of this convertible note, on October 3, 2013 and finder&#8217;s fees of $14,000. As of June 30, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $223,158, respectively. In connection with this raise, the Company also issued 200,000 three year warrants exercisable at $0.40/share.<b>&#160;</b></p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">&#160;</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">On October 7, 2013, the Company entered into an agreement whereby the Company will issue up to $25,000 in a convertible note. The note matures on October 6, 2014 and bears an interest rate of 10%. The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 70% of the &#8220;Market Price&#8221;, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $25,000 proceeds, on October 7, 2013. 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The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 75% of the &#8220;Market Price&#8221;, which is the average the three lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $282,778 proceeds, less the $27,778 original issue discount pursuant to the terms of this convertible note, on October 8, 2013 and finder&#8217;s fees of $5,000. As of June 30, 2014 and December 31, 2013, the convertible note balance and accrued interest is $261,171 and $285,415, respectively. 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The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 65% of the &#8220;Market Price&#8221;, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $153,500 proceeds less the $3,500 finder&#8217;s fee pursuant to the terms of this convertible note, on December 16, 2013. 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The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 70% of the &#8220;Market Price&#8221;, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $25,000 proceeds, on December 6, 2013. 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The note matures on December 29, 2014 and bears an interest rate of 4%. The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 75% of the &#8220;Market Price&#8221;, which is the average the three lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $282,778 proceeds, less the $27,778 original issue discount pursuant to the terms of this convertible note, on December 31, 2013 and finder&#8217;s fees of $5,000. As of June 30, 2014 and December 31, 2013, the convertible note balance and accrued interest is $288,512 and $282,809, respectively. 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The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 70% of the &#8220;Market Price&#8221;, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $25,000 proceeds, on January 28, 2014. 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The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 70% of the &#8220;Market Price&#8221;, 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $50,000 proceeds on February 20, 2014. 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The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 75% of the &#8220;Market Price&#8221;, which is the average the three (3) lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $282,778 proceeds, less the $27,778 original issue discount pursuant to the terms of this convertible note, on February 27, 2014 and finder&#8217;s fees of $5,000. As of June 30, 2014, the convertible note balance and accrued interest is $286,598. 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The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 65% of the &#8220;Market Price&#8221;, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $103,500 proceeds, less the $3,500 finder&#8217;s fee pursuant to the terms of this convertible note, on March 12, 2014. 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The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 70% of the &#8220;Market Price&#8221;, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $25,000 proceeds, on March 19, 2014. 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The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 65% of the &#8220;Market Price&#8221;, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $78,500 proceeds, less the $3,500 finder&#8217;s fee pursuant to the terms of this convertible note, on April 22, 2014. 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The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.&#160;&#160;The Company received $105,000 proceeds, less the $5,000 original issue discount pursuant to the terms of this convertible note, on May 8, 2014 and finder&#8217;s fees of $5,000.&#160;&#160;&#160;As of June 30, 2014, the convertible note balance and accrued interest is $106,395.&#160;&#160;&#160;&#160;</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0.5in; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">&#160;</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">On May 21, 2014, the Company entered into an agreement whereby the Company will issue up to $550,000 in a convertible note. The note matures on May 21, 2016, and bears an interest rate of 2.50%. The conversion price equals $0.07/share. After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the &#8220;variable conversion price&#8221;, which is 75% of the average three (3) lowest closing prices during the ten (10) trading day prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $550,000 proceeds on May 21, 2014. 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The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.&#160;&#160;&#160;&#160;The Company received $282,778 proceeds, less the $27,778 original issue discount pursuant to the terms of this convertible note, on June 12, 2014 and finder&#8217;s fees of $5,000.&#160;&#160;&#160;&#160;As of June 30, 2014, the convertible note balance and accrued interest is $283,367.&#160;&#160;&#160;&#160;In connection with this raise, the Company also issued 250,000 three year warrants exercisable at $0.40/share.</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">&#160;</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;"></p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">On May 23, 2014, the Company received $25,000 in proceeds in connection with a drawdown on an existing convertible note with a total principal amount of up to $333,000.&#160;&#160;&#160;&#160;The note matures on May 22, 2015 and bears an interest rate of 10%.&#160;&#160;&#160;&#160;The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 70% of the &#8220;Market Price&#8221;, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock at any time after issuance.&#160;&#160;&#160;&#160;The Company received $25,000 proceeds, on May 23, 2014.&#160;&#160;&#160;&#160;As of June 30, 2014, the convertible note balance and accrued interest relating to this drawdown is $30,525, respectively.</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">&#160;</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">On May 12, 2014, the Company entered into an agreement whereby the Company will issue up to $105,000 in a convertible note.&#160;&#160;&#160;&#160;The note matures on May 12, 2015 and bears an interest rate of 8%.&#160;&#160;&#160;&#160;The conversion price equals the &#8220;Variable Conversion Price&#8221;, which is 65% of the &#8220;Market Price&#8221;, which is the lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.&#160;&#160;&#160;&#160;The Company received $105,000 proceeds, less the $5,000 original issue discount pursuant to the terms of this convertible note, on May 16, 2014 and finder&#8217;s fees of $5,000.&#160;&#160;&#160;&#160;As of June 30, 2014, the convertible note balance and accrued interest is $106,140.</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">&#160;</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; -webkit-text-stroke-width: 0px;">On May 22, 2014, the Company entered into an agreement whereby the Company will issue up to $15,000 in a convertible note.&#160;&#160;&#160;&#160;The note matures on&#160;May 22, 2016, and bears an interest rate of 2.50%.&#160;&#160;&#160;&#160;The conversion price equals $0.07/share. After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the &#8220;variable conversion price&#8221;, which is 75% of the average three (3) lowest closing prices during the ten (10) trading day prior to the conversion. 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The plaintiff alleges he was terminated by his former employer &#8220;Acoustics Control Sciences, LLC&#8221; (which is a company that is not affiliated with Max Sound Corporation) in August 2008 without receiving wages and other compensation allegedly due him. The plaintiff further claims that two of the members or &#8220;shareholders&#8221; of Acoustics Control Sciences, LLC, wrongfully transferred a patent owned by his former employer and this transfer prevented his former employer from paying the wages alleged due. According to the plaintiff, when the assets of his former employer were sold to the Company, Max Sound Corporation became a successor-in-interest to the plaintiff&#8217;s former employer. Plaintiff thus seeks unpaid wages and other compensation from each alleged successor-in-interest named in his complaint. 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The guidance is intended to reduce the overall cost and complexity associated with financial reporting for development stage entities without reducing the availability of relevant information. The Board also believes the changes will simplify the consolidation accounting guidance by removing the differential accounting requirements for development stage entities. As a result of these changes, there no longer will be any accounting or reporting differences in GAAP between development stage entities and other operating entities. For organizations defined as public business entities the presentation and disclosure requirements in Topic 915 will no longer be required starting with the first annual period beginning after December 15, 2014, including interim periods therein. 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If the note is not repaid within 90 days a one-time interest charge of 5% will be applied to the principal. An interest rate of 0% if note is repaid on or before 90 days from the effective date. If the note is not repaid within 90 days, a one-time interest charge of 5% will be applied to the principal. Note bear an interest rate of 0% if note is repaid on or before 180 days from the effective date. If the note is not repaid within 90 days a one-time interest charge of 5% will be applied to the principal. 10% Original Issue Discount that is due twelve months from their date of issuance. Original issue discount of ten percent (10%) from the stated Principal Amount. The average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The average the three (3) lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. 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Average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion Average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion Average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period prior to the conversion Average of the lowest three (3) trading prices for the common stock during the fifteen (15) trading day period prior to the conversion <div>Average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion.</div> <div>Average the three lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion.</div> <div>&#160;Average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion.</div> <div>&#160;Average the three lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion.</div> <div>Average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion.</div> <div>&#160;Average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion.</div> <div>Average of the lowest three (3) trading prices for the common stock during the fifteen (15) trading day period prior to the conversion.</div> <div>Average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion.</div> <div>Average the three lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion.</div> Twenty-five percent (25%) discount to the average price of the lowest three (3) closing bid prices for the common stock during the ten (10) trading days prior to the conversion date. In the event of default, the Debentures shall be convertible into common stock at a thirty-five percent (35%) discount to the Market Price. The average the three (3) lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion Average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. 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0.40 0.40 0.40 0.40 0.40 P3Y P3Y P3Y P3Y P3Y P3Y P3Y P3Y P3Y 3 277777.77 7 0.07 0.02 Debentures may be prepaid in whole or in part on not less than thirty (30) days prior written notice to the Investors for an amount equal to 115% multiplied by the sum of the then outstanding principal amount of the Debentures plus any accrued and unpaid interest. 250000 20555 94964 93603 688814 491873 1088817 1867570 1835295 3118779 3088562 7247133 25549925 93273 57036 1038097 2437011 750730 22276 120526 128810 24000 5368 0.21 0.25 30000 13540 2014-07-31 12000000 2715800 12000000 2415800 12700000 3135000 12700000 3635000 12000000 200000 700000 2600000 500000 -620800 500000 1260000 0.12 0.36 0.12 0.28 0 0.37 0.14 0.37 0.120 0 0.500 0.41 0.40 0.07 0.52 0.50 P9M18D P2Y2M12D P1Y10M24D P2M1D P11M12D P2Y2M27D P1Y6M4D 0.10 0.25 0.40 0.45 3135000 335000 200000 2100000 500000 3635000 335000 200000 2600000 500000 3135000 335000 200000 2100000 500000 3635000 335000 200000 2600000 500000 9655588 9303679 9303679 8011 8011 -343898 -482779 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1.1280 1.5280 1.4570 1.7290 4.6111 4.3604 2.3776 1.4030 1.4030 2.97 2.99 P3Y P3Y P3Y P3Y P3Y P3Y P3Y P3Y P3Y P3Y P2Y7M2D 0.0165 0.0135 0.0126 0.0094 0.0033 0.01 0.0019 0.0037 0.0037 0.0061 0.0049 12700000 P3Y P2Y18D P1Y15D P2Y P1Y6M18D 100000 473000 20000 2000 32000 2000 4000 10000 300000 150000 2000000 5460000 10937000 0.001 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.10 0.10 0.10 0.10 0.10 0.10 400000 1892000 80000 8000 128000 8000 16000 0.00025 0.0625 0.0625 0.0625 0.0625 0.0625 0.0625 67750 397000 67750 397000 850 2900 1 1 10 100000 100000 100000 22500 250000 250000 2500 76780 0.52 0.50 0.50 0.50 0.50 0.10 0.25 0.10 0.45 0.40 0.50 0.50 0.50 P3Y P3Y P3Y P3Y P3Y P3Y P3Y P3Y P3Y P3Y P3Y P3Y 500000 1200000 10000 40000 10000 955800 200000 2000000 500000 100000 500000 100000 100000 100000 955800 0.001 0.25 0.35 0.35 0.35 1.77 1.95 1.95 1.95 1.95 2 1.94 1.94 1.94 1.93 1.93 1.93 1.93 1.70 1.24 0.25 0.08 0.23 0.39 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1712815 965000 89000 53100 19400 116374 81507 1066740 965000 177534 78904 600482 550808 1484780 77052 28376 88493 173260 960000 81250 70000 70000 0 0 0 0 0 0 6000000 250000 2 2 2 2 2 2 2 150000 P2Y 110101 190000 2000 50000 823077 1782 7184 1593 248498 48031 84028 43809 44900000 20000 136713000 Four-for-one stock 250000000 295000000 400000000 0.001 0.001 0.0001 10000000 0.001 430800 43080 4400 283652 283652 144000 144000 945507 945507 1309091 1309091 0.30 0.30 0.11 0.11 4423 8591 6113 6795 6583 9580 7500000 7500000 300000 10000000 0.25 0.25 0.10 0.404 2 2 2 12000000 700000 0.12 0.50 1199794 115288 P2Y 8011 994141 P10Y P10Y P5Y P5Y P5Y P5Y P2Y P2Y P3Y 18000 8500 8000 9000 10000 6000 7000 8000 216000 10000 24000 0.10 0.20 The executive will receive a monthly compensation of $8,000 beginning after the completion of at least one million dollars of new funding to the Corporation or can be paid as commissions from sales brought to the Company, whichever comes first. The CIO will receive a monthly compensation of $9,000 beginning at the completion of at least one million dollars of new funding. The CTO will receive a monthly compensation of $10,000, monthly commission equal to 5% of all profits derived from the sales of all products and services related to Max Sound, and an annual bonus of 5% of all profits derived from the sales of all products and services related to Max Sound that is over one million dollars. Upon the first million dollars in gross sales the salary will increase to $12,000 per month. For each million of new grows sales - 125,000 additional 3-year stock options with a strike price of $.50 per share. 3000000 2000000 12000000 P3Y P3Y P3Y 0.12 0.50 0.50 20000000 12000 12000 12000 12000 18000 0.20 0.10 0.05 0.05 0.05 0.05 300000 1000000 1000000 1000000 1000000 700000 125000 125000 125000 125000 125000 960000 150000 228125 319375 The Company entered into a development services agreement to construct social network software for a fee of $150 and $375 an hour. 20000 20000 885714 500000 600000 600000 30000 1710000 35000 240000 35000 10000 100000 10000 10000 10000 500000 75000 75000 500000 100000 1000000 40000 100000 250000 500000 1000000 100000 6500 400000 100000 100000 76483 3000000 500000 75 17163 P6M P6M P8M P2Y P12M P12M P12M P12M P3M The Company has an option to cancel the contract during the first ninety days of the agreement and 200,000 shares will be returned back to the Company. The Company has an option to cancel the contract at any time, in such event; the consultant will return a prorated amount of shares based on the months remaining in the consulting agreement. The Company has an option to cancel the contract at any time and no additional stock issuances will be due. Shares will be issued on or before December 18, 2009 in six 100,000 increments. Shares will be issued on or before September 18, 2009, December 18, 2009, and March 18, 2010, in 200,000 increments. Deliverable in three increments of 25,000 shares of common stock each. The first 25,000 shares will be delivered upon the execution of the agreement and the other two increments will be delivered in six and twelve months upon the successful fulfillment of the agreement. Deliverable in three increments of 25,000 each. The first 25,000 shares will be delivered upon the execution of the agreement and the other two will be delivered in six and twelve months upon the successful fulfillment of the agreement. 2500 2500 one to two years of service. On December 30, 2009, the Company entered into a marketing agreement with an unrelated third party for a period from January 2010 to December 2010. On December 31, 2009, the Company entered into a consulting agreement with an unrelated third party for a period from December 31, 2009 through March 30, 2011. On December 31, 2009, the Company entered into a consulting agreement with an unrelated third party for a period from December 31, 2009 through March 30, 2011. On December 31, 2009, the Company entered into a consulting agreement with an unrelated third party for a period from December 31, 2009 through December 31, 2010. From August 3, 2012 through August 3, 2015. From period from September 1, 2012 through August 31, 2013. From period September 14, 2012 through September 14, 2013. From period December 1, 2012 through November 30, 2013. 0.10 0.10 0.10 0.10 0.10 P2Y 1000000 1930000 1000000 P15D 14250 500 250 The agreement can be renewed for up to two additional years for a fee of $500 for the first renewal year and $750 for the second renewal year. The Company also issued one warrant attached to each share of stock. 40000 500000 500 750 10% fee in cash equal to 10% of the dollar amount of securities purchased. 10% compensation for each gross dollar received by the Company. 10% fee in warrants equal to 10% of the number of shares of stock purchased. 100000 Continue to renew for three month intervals unless cancelled by either party. 2011-01-02 2010-11-01 2011-02-15 500 750000 The agreement was cancelled in 2011 and the additional 750,000 shares were never issued. P1Y P1Y P5Y P1Y P6M P5Y P5Y P1Y 3 5 The consultant will be paid $70 per hour with $50 per hour paid in cash and $20 per hour paid in Company stock at $0.10 per share. 70 50 20 The delivery of the shares will be made in four 750,000 tranches to coincide with each of the four points listed below: Record two (2) one-minute video endorsements (English and Spanish) Release of Mobile Application Use of MAXD HD technology in the next two major music projects. Any addition projects that effectively promote the use of MAXD technology. 480000 480000 480000 The agreement will automatically extend on a year to year basis unless terminated by either party. 15000 250 10000 A bonus may be provided for $26,000 after one year of service in the sole discretion of the Company. 0.45 P3Y 134880 1585 2013-09-30 Fee of $25,000 with an additional $7,500 due and payable on the 1st day of the subsequent five months. 1500000 P6M P1Y 315000 120000 25000 50000 100000 100000 500000 150213 0.04 50000 Idefinite Indefinite Idefinite 9647577 275 7500000 9647577 275 444000 1620000 7500000 -343898 -826677 16803954 18385175 8820900 482779 965559 968204 965559 965559 4473240 3000000 220000 3000000 555154 P3Y 2866520 0.10 During the year ended December 31, 2013, the Company entered into a settlement agreement with the seller of the software to reverse the original transaction which included the issuance of 3,000,000 shares of common stock in exchange for the software. The Company received back 3,000,000 shares of common stock which was recorded as treasury stock in exchange of returning the software to the seller. Upon the return of the shares, the Company recognized a gain of $220,000 based on the quoted trading price of the Company's common stock, which was the best evidence of fair value. 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Convertible Debt - Derivative Liabilities (Details 4) (USD $)
 6 Months Ended 12 Months Ended
Jun. 30, 2014
Dec. 31, 2013
Dec. 31, 2012
Summary of fair value of conversion feature of derivative liabilities      
Derivative liability Beginning balance $ 1,885,769 $ 1,166,286   
Fair value at the commitment date for convertible instruments 1,716,972 3,839,539 1,671,028
Change in fair value of embedded derivative liability     44,805
Fair value at the commitment date for warrants issued   43,808  
Change in fair value of embedded derivative liability for warrants issued (31,090) (4,384)  
Change in fair value of embedded derivative liability for convertible instruments (659,233) (996,754)  
Reclassification to additional paid in capital for financial instruments that ceased to be a derivative liability (1,270,941) (2,162,726) (549,547)
Derivative liability Ending balance $ 1,641,447 $ 1,885,769 $ 1,166,286
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Commitments (Details Textual 2) (USD $)
 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended
Jun. 30, 2014
Apr. 24, 2014
Mar. 25, 2014
Dec. 31, 2009
Commission agreement [Member]
Dec. 03, 2009
Commission agreement [Member]
Dec. 31, 2009
Commission Agreement One [Member]
Dec. 03, 2009
Commission Agreement One [Member]
Dec. 31, 2009
Commission Agreement Two [Member]
Dec. 03, 2009
Commission Agreement Two [Member]
Dec. 31, 2009
Commission Agreement Three [Member]
Dec. 03, 2009
Commission Agreement Three [Member]
Dec. 31, 2009
Investor Services [Member]
Dec. 15, 2009
Investor Services [Member]
Dec. 31, 2009
Film Work Consulting Agreement [Member]
Dec. 27, 2009
Film Work Consulting Agreement [Member]
Dec. 31, 2009
Film Work Endorsement Agreement [Member]
Dec. 27, 2009
Film Work Endorsement Agreement [Member]
Dec. 31, 2009
Production Work Consulting Agreement [Member]
Dec. 27, 2009
Production Work Consulting Agreement [Member]
Commitments (Textual)                                      
Commission in shares as percentage of common stock for every passive endorsement       10.00%   10.00%   10.00%   10.00%   10.00%              
Shares issued in exchange of services       35,000   240,000   35,000   10,000   100,000   10,000   10,000   10,000  
Value of Shares issued under agreement       $ 68,250   $ 468,000   $ 68,250   $ 19,500   $ 200,000   $ 19,400   $ 19,400   $ 19,400  
Per share price of issued stock $ 0.1275 $ 0.1099 $ 0.1275   $ 1.95   $ 1.95   $ 1.95   $ 1.95   $ 2   $ 1.94   $ 1.94   $ 1.94
Period of gross receipts of investor relations revenue                       2 years              
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Stockholders' Equity (Details Textual) (USD $)
 1 Months Ended 6 Months Ended 12 Months Ended
Jan. 31, 2013
Jun. 30, 2014
Dec. 31, 2013
Dec. 31, 2011
Dec. 31, 2010
Stockholders' Equity (Textual)          
Common stock issued for cash ($0.10/sh)       $ 1,885,700  
Warrants exercise price $ 0.10        
Number of warrants issued by the company   500,000 2,000,000   1,200,000
December 31, 2005 [Member]
          
Stockholders' Equity (Textual)          
Common stock issued for cash, (Shares)   100,000      
Common stock issued for cash ($0.10/sh)   100      
Common stock issued for cash, share price   $ 0.001      
Common shares issued for cash increased due to forward split   400,000      
Common stock shares issued for cash, share price after forward split   $ 0.00025      
December 31, 2008 [Member]
          
Stockholders' Equity (Textual)          
Common stock issued for cash, (Shares)   473,000      
Common stock issued for cash ($0.10/sh)   118,250      
Common stock issued for cash, share price   $ 0.25      
Common shares issued for cash increased due to forward split   1,892,000      
Common stock shares issued for cash, share price after forward split   $ 0.0625      
Subscription receivable   67,750      
January 2009 [Member]
          
Stockholders' Equity (Textual)          
Subscription receivable   67,750      
January 2, 2009 [Member] | Stock Purchase Agreement [Member]
          
Stockholders' Equity (Textual)          
Common stock issued for cash, (Shares)   20,000      
Common stock issued for cash ($0.10/sh)   5,000      
Common stock issued for cash, share price   $ 0.25      
Common shares issued for cash increased due to forward split   80,000      
Common stock shares issued for cash, share price after forward split   $ 0.0625      
January 3, 2009 [Member] | Stock Purchase Agreement [Member]
          
Stockholders' Equity (Textual)          
Common stock issued for cash, (Shares)   2,000      
Common stock issued for cash ($0.10/sh)   500      
Common stock issued for cash, share price   $ 0.25      
Common shares issued for cash increased due to forward split   8,000      
Common stock shares issued for cash, share price after forward split   $ 0.0625      
January 11, 2009 [Member] | Stock Purchase Agreement [Member]
          
Stockholders' Equity (Textual)          
Common stock issued for cash, (Shares)   32,000      
Common stock issued for cash ($0.10/sh)   8,000      
Common stock issued for cash, share price   $ 0.25      
Common shares issued for cash increased due to forward split   128,000      
Common stock shares issued for cash, share price after forward split   $ 0.0625      
January 12, 2009 [Member] | Stock Purchase Agreement [Member]
          
Stockholders' Equity (Textual)          
Common stock issued for cash, (Shares)   2,000      
Common stock issued for cash ($0.10/sh)   500      
Common stock issued for cash, share price   $ 0.25      
Common shares issued for cash increased due to forward split   8,000      
Common stock shares issued for cash, share price after forward split   $ 0.0625      
January 15, 2009 [Member] | Stock Purchase Agreement [Member]
          
Stockholders' Equity (Textual)          
Common stock issued for cash, (Shares)   4,000      
Common stock issued for cash ($0.10/sh)   1,000      
Common stock issued for cash, share price   $ 0.25      
Common shares issued for cash increased due to forward split   16,000      
Common stock shares issued for cash, share price after forward split   $ 0.0625      
February, 2009 [Member]
          
Stockholders' Equity (Textual)          
Direct offering costs   850      
May 27, 2010 [Member]
          
Stockholders' Equity (Textual)          
Number of units issued by the company   1      
Number of common stock issued in one unit   100,000      
Stock issued value issued for cash net   22,500      
Finder's fee   2,500      
Warrants exercise price   $ 0.50      
Term of warrants   3 years      
Number of warrants issued by the company   100,000      
July 23, 2010 [Member]
          
Stockholders' Equity (Textual)          
Common stock issued for cash, share price   $ 0.25      
Number of units issued by the company   1      
Number of common stock issued in one unit   100,000      
Stock issued value issued for cash net   250,000      
Warrants exercise price   $ 0.50      
Term of warrants   3 years      
Number of warrants issued by the company   100,000      
August 5, 2010 [Member]
          
Stockholders' Equity (Textual)          
Common stock issued for cash ($0.10/sh)   250      
Number of units issued by the company   10      
Number of common stock issued in one unit   100,000      
Stock issued value issued for cash net   250,000      
Warrants exercise price   $ 0.50      
Term of warrants   3 years      
Number of warrants issued by the company   100,000      
December 31, 2010 [Member]
          
Stockholders' Equity (Textual)          
Direct offering costs   2,900      
January 24, 2011 [Member]
          
Stockholders' Equity (Textual)          
Common stock issued for cash, (Shares)   10,000      
Common stock issued for cash ($0.10/sh)   1,000      
Common stock issued for cash, share price   $ 0.10      
February 23, 2011 [Member]
          
Stockholders' Equity (Textual)          
Common stock issued for cash, (Shares)   300,000      
Common stock issued for cash ($0.10/sh)   30,000      
Common stock issued for cash, share price   $ 0.10      
March 21, 2011 [Member]
          
Stockholders' Equity (Textual)          
Common stock issued for cash, (Shares)   150,000      
Common stock issued for cash ($0.10/sh)   15,000      
Common stock issued for cash, share price   $ 0.10      
May 2, 2011 [Member]
          
Stockholders' Equity (Textual)          
Common stock issued for cash, (Shares)   2,000,000      
Common stock issued for cash ($0.10/sh)   200,000      
Common stock issued for cash, share price   $ 0.10      
June 2011 [Member]
          
Stockholders' Equity (Textual)          
Common stock issued for cash, (Shares)   5,460,000      
Common stock issued for cash ($0.10/sh)   546,000      
Common stock issued for cash, share price   $ 0.10      
Subscription receivable   397,000      
July 2011 [Member]
          
Stockholders' Equity (Textual)          
Subscription receivable   397,000      
July, August and September, 2011 [Member]
          
Stockholders' Equity (Textual)          
Common stock issued for cash, (Shares)   10,937,000      
Common stock issued for cash ($0.10/sh)   1,093,700      
Common stock issued for cash, share price   $ 0.10      
December 31, 2011 [Member]
          
Stockholders' Equity (Textual)          
Finder's fee   $ 76,780      
Number of warrants issued by the company   955,800      
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Commitments (Details Textual 3) (USD $)
 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended
Jan. 31, 2013
Jun. 30, 2014
Apr. 24, 2014
Mar. 25, 2014
Dec. 31, 2009
Marketing Agreement Unrelated Third Party [Member]
Dec. 30, 2009
Marketing Agreement Unrelated Third Party [Member]
Dec. 31, 2009
Consulting Agreement Unrelated Third Party [Member]
Dec. 31, 2009
Consulting Agreement Unrelated Third Party One [Member]
Dec. 31, 2009
Consulting Agreement Unrelated Third Party Two [Member]
Jan. 31, 2010
Investor Relations Press Release Service Agreement [Member]
Jan. 31, 2010
Celebrity Endorsement Agreement [Member]
Jan. 15, 2010
Celebrity Endorsement Agreement [Member]
Feb. 28, 2010
Consulting Agreement To Produce Music Compositions [Member]
Feb. 28, 2010
Consulting Agreement Unrelated Third Party Three [Member]
Feb. 17, 2010
Consulting Agreement Unrelated Third Party Three [Member]
Jun. 30, 2010
Consulting Agreement for Consulting and Business Services [Member]
Jun. 02, 2010
Consulting Agreement for Consulting and Business Services [Member]
Commitments (Textual)                                  
Description of period of consulting agreement         On December 30, 2009, the Company entered into a marketing agreement with an unrelated third party for a period from January 2010 to December 2010.   On December 31, 2009, the Company entered into a consulting agreement with an unrelated third party for a period from December 31, 2009 through March 30, 2011. On December 31, 2009, the Company entered into a consulting agreement with an unrelated third party for a period from December 31, 2009 through March 30, 2011. On December 31, 2009, the Company entered into a consulting agreement with an unrelated third party for a period from December 31, 2009 through December 31, 2010.                
Shares issued in exchange of services         500,000   75,000 75,000 500,000   100,000     1,000,000   40,000  
Value of Shares issued under agreement         $ 965,000   $ 144,750 $ 144,750 $ 965,000   $ 170,000     $ 1,240,000   $ 10,000  
Per share price of issued stock   $ 0.1275 $ 0.1099 $ 0.1275   $ 1.93 $ 1.93 $ 1.93 $ 1.93     $ 1.70     $ 1.24   $ 0.25
Additional shares issued during period under Agreement         1,000,000                        
Value of additional shares issued during period under Agreement         1,930,000                        
Shares held to be in escrow         1,000,000                        
Period to accept or decline the additional issued shares with unrelated party         15 days                        
Share issuance description under agreement             Deliverable in three increments of 25,000 shares of common stock each. The first 25,000 shares will be delivered upon the execution of the agreement and the other two increments will be delivered in six and twelve months upon the successful fulfillment of the agreement. Deliverable in three increments of 25,000 each. The first 25,000 shares will be delivered upon the execution of the agreement and the other two will be delivered in six and twelve months upon the successful fulfillment of the agreement.                  
Period of agreement                   12 months 2 years   12 months 12 months   12 months  
Periodic service fee                   14,250     500        
Onetime service fee                   250              
Description of renewal fee                         The agreement can be renewed for up to two additional years for a fee of $500 for the first renewal year and $750 for the second renewal year.        
Warrants issued description                               The Company also issued one warrant attached to each share of stock.  
Warrants exercise price $ 0.10                             $ 0.50  
Warrants issued for services                               40,000  
Agreement renewal fee for first year                         500        
Agreement renewal fee for second year                         $ 750        

XML 36 R46.htm IDEA: XBRL DOCUMENT v2.4.0.8
Stockholders' Equity (Details 3) (Stock Option [Member])
 6 Months Ended
Jun. 30, 2014
Stock Option [Member]
  
Summary of fair value assumptions  
Expected dividends 0.00%
Expected volatility 299.00%
Expected term: 2 years 7 months 2 days
Risk free interest rate 0.49%
XML 37 R33.htm IDEA: XBRL DOCUMENT v2.4.0.8
Property and Equipment (Details) (USD $)
Jun. 30, 2014
Dec. 31, 2013
Summary of property and equipment    
Total $ 529,150 $ 514,171
Less: accumulated depreciation and amortization (312,303) (258,854)
Property & Equipment, Net 216,847 255,317
Website Development [Member]
    
Summary of property and equipment    
Total 294,795 294,795
Furniture and Equipment [Member]
    
Summary of property and equipment    
Total 99,881 99,881
Leasehold Improvements [Member]
    
Summary of property and equipment    
Total 6,573 6,573
Software [Member]
    
Summary of property and equipment    
Total 53,897 53,897
Music Equipment [Member]
    
Summary of property and equipment    
Total 2,247   
Office Equipment [Member]
    
Summary of property and equipment    
Total 69,629 56,897
Domain Name [Member]
    
Summary of property and equipment    
Total 1,500 1,500
Sign [Member]
    
Summary of property and equipment    
Total $ 628 $ 628
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Commitments (Details Textual 5) (USD $)
 1 Months Ended 12 Months Ended 1 Months Ended 1 Months Ended 3 Months Ended
Jun. 30, 2014
Apr. 24, 2014
Mar. 25, 2014
Dec. 31, 2010
Consulting and Advertising Services [Member]
Feb. 28, 2011
Public Relations and Communications Services Agreement [Member]
Mar. 31, 2011
Public Relations and Communications Services Agreement One [Member]
Jun. 30, 2011
Consulting and Business Services Agreement [Member]
Jun. 30, 2011
Software and Computer Technology Services Agreement [Member]
Jul. 31, 2011
Trade Show Services Consulting Agreement [Member]
Jul. 01, 2011
Trade Show Services Consulting Agreement [Member]
Dec. 31, 2011
Software and Computer Technology Services Agreement One [Member]
Dec. 31, 2011
Software and Computer Technology Services Agreement One [Member]
Minimum [Member]
Dec. 31, 2011
Software and Computer Technology Services Agreement One [Member]
Maximum [Member]
Sep. 30, 2011
Consulting and Business Services Agreement One [Member]
Individual
Sep. 30, 2011
Consulting and Business Services Agreement One [Member]
Minimum [Member]
Sep. 30, 2011
Consulting and Business Services Agreement One [Member]
Maximum [Member]
Sep. 30, 2011
Investor Relation Services Consulting Agreement [Member]
Dec. 31, 2011
Advisory board consulting agreement [Member]
Individual
Dec. 31, 2011
Advisory board consulting agreement [Member]
Minimum [Member]
Dec. 31, 2011
Advisory board consulting agreement [Member]
Maximum [Member]
Commitments (Textual)                                        
Shares issued in exchange of services       250,000 500,000 1,000,000 100,000   6,500   76,483     100,000     400,000 100,000    
Additional shares issued under consulting agreement to be issue       750,000                                
Consulting agreement cancelled description       The agreement was cancelled in 2011 and the additional 750,000 shares were never issued.                                
Period of agreement         1 year 1 year 5 years 1 year     1 year     5 years     6 months 5 years    
Number of individual to provide for services                           3       5    
Description of consultant fee               The consultant will be paid $70 per hour with $50 per hour paid in cash and $20 per hour paid in Company stock at $0.10 per share.                        
Consultation fee payable per hour               $ 70                        
Consultant fee paid in cash per hour               50                        
Value of consultant fee paid in stock per hour               $ 20                        
Per share price of issued stock $ 0.1275 $ 0.1099 $ 0.1275             $ 0.08   $ 0.10 $ 0.39   $ 0.23 $ 0.39 $ 0.25   $ 0.47 $ 0.88
XML 40 R25.htm IDEA: XBRL DOCUMENT v2.4.0.8
Convertible Debt - Derivative Liabilities (Tables)
 6 Months Ended
Jun. 30, 2014
Note Payable/Line Of Credit - Principal Stockholder and Convertible Debt - Derivative Liabilities and Convertible Debt [Abstract]  
Summary of convertible note

 
 
 
 		 
 
 
 		 
 
 
 		 
 
 
 

 

Six months ended June 30, 
2014 
Amount of 
Principal Raised

  
 
 
 		Year ended 
December 31, 
2013 
Amount of
Principal Raised
Interest Rate    2.5% - 10%   4% - 10% 
Default interest rate    14% - 22%   14% - 22% 
Maturity    September 11, 2014 - May 22, 2016   October 24, 2013 - December 29, 2014 
           
Conversion terms 1 70% of the “Market Price”, which is lower of the average closing bid price for the common stock during the ten (10) trading day period $-  $100,000 
Conversion terms 2 70% of the “Market Price”, which is lower of the average closing bid price for the common stock during the ten (10) trading day period  -   83,333 
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 ten (10) trading day period prior to the conversion.  -   166,000 
Conversion terms 4 70% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the twenty (20) trading day period prior to the conversion.  -   25,000 
Conversion terms 5 70% 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.  -   111,000 
Conversion terms 6 70% 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.  -   55,500 
Conversion terms 7 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.  -   62,500 
Conversion terms 8 65% 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.  -   100,000 
Conversion terms 9 75% of the three (3) lowest closing prices of the common stock during the ten (10) day trading period prior to the conversion date.  -   277,777 
Conversion terms 10 70% of the lower of the average of the three (3) lowest trading prices for the ten (10) day trading period prior to conversion.  -   166,000 
Conversion terms 11 65% of the lower of the average of the three (3) lowest trading prices for the ten (10) day trading period prior to conversion.  -   103,500 
Conversion terms 12 75% of the three (3) lowest closing prices of the common stock during the ten day trading period prior to the conversion date.  -   833,333 
Conversion terms 13 70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.  -   25,000 
Conversion terms 14 70% of the lower of the average of the three (3) lowest trading prices for the fifteen (15) day trading period 1 day prior to conversion.  -   50,000 
Conversion terms 15 75% of the three (3) lowest closing prices of the common stock during the ten day trading period prior to the conversion date.  -   227,222 
Conversion terms 16 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.  -   50,000 
Conversion terms 17 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.  -   103,500 
Conversion terms 18 70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion. $-  $25,000 

  

    Six months 
ended
June 30, 
2014
Amount of
Principal Raised		  Year ended
December 31, 
2013
Amount of
Principal Raised		 
Interest Rate   2.5% - 10%  4% - 10% 
Default interest rate    14% - 22%   14% - 22% 
Maturity    September 11, 2014 - May 22, 2016   October 24, 2013 - December 29, 2014 
           
Conversion terms 19 75% of the three (3) lowest closing prices of the common stock during the ten (10) day trading period prior to the conversion date.  -   110,000 
Conversion terms 20 75% of the three (3) lowest closing prices of the common stock during the ten (10) day trading period prior to the conversion date.  -   282,778 
Conversion terms 21 70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.  -   25,000 
Conversion terms 22 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.  -   78,500 
Conversion terms 23 70% of the lower of the average of the three (3) lowest trading prices for the fifteen (15) day trading period 1 day prior to conversion.  -   100,000 
Conversion terms 24 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.  -   153,500 
Conversion terms 25 70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.  -   25,000 
Conversion terms 26 75% of the three (3) lowest closing prices of the common stock during the ten (10) day trading period prior to the conversion date.  -   282,778 
Conversion terms 27 75% of the three (3) lowest closing prices of the common stock during the ten (10) day trading period prior to the conversion date.  -   221,000 
Conversion terms 28 70% of the lower of the average of the three (3) lowest trading prices for the fifteen (15) day trading period 1 day prior to conversion.  50,000   - 
Conversion terms 29 75% of the three (3) lowest closing prices of the common stock during the ten (10) day trading period prior to the conversion date.  282,778     
Conversion terms 30 70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.  25,000     
Conversion terms 31 70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.  25,000     
Conversion terms 32 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.  103,500     
Conversion terms 33 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.  78,500     
Conversion terms 34 65% of the “Market Price”, which is the lowest volume weighted average price for the common stock during the prior ten (10) trading day period including the day upon which a Notice of Conversion is received by the Company.  105,000     
Conversion terms 35 Convertible into $0.07/share.  After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the variable conversion price - 75% of the average three (3) lowest closing priceds during the ten (10) trading day period.  550,000     
Conversion terms 36 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.  282,778     
Conversion terms 37 70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.  25,000     
Conversion terms 38 65% of the “Market Price”, which is the lowest volume weighted average price for the common stock during the prior ten (10) trading day period including the day upon which a Notice of Conversion is received by the Company.  105,000     
Conversion terms 39 Convertible into $0.07/share.  After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the variable conversion price - 75% of the average three (3) lowest closing priceds during the ten (10) trading day period.  15,000     
Conversion terms 40 Convertible into $0.07/share.  After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the variable conversion price - 75% of the average three (3) lowest closing priceds during the ten (10) trading day period.  200,000     
           
    $1,847,556  $3,843,221 
Summary of convertible debt activities

     Interest Rate  Maturity
Balance as of December 31, 2011 $-       
           
Borrowings during the year ended December 31, 2012  1,924,334   0% - 10%  December 19, 2012 - November 19, 2013
           
Conversion  of debt to into 3,118,779 shares of common stock with a valuation of $688,814 ($0.17032 - $0.322/share) including the accrued interest of $11,534  (677,280)      
Convertible Debt Balance as of December 31, 2012  1,247,054   0% - 10%   
           
Borrowings during the year ended December 31, 2013  3,843,221   2.5% - 10%  October 24, 2013 - December 29, 2014
           
Non-Cash Reclassification of accrued interest converted  113,386       
           
Conversion  of debt to into 19,146,156 shares of common stock with a valuation of $2,736,376 ($0.09 - $0.27/share) including the accrued interest of $118,754  (2,684,915)      
Convertible Debt Balance as of December 31, 2013  2,518,746   2.5% - 10%  February 2, 2014 - December 29, 2014
           
Borrowings during the six months ended June 30, 2014  1,847,556   2.5% - 10%  September 11, 2014 - May 22, 2016
           
Non-Cash Reclassification of accounts payable to debt and addition of penalties  91,938       
           
Non-Cash Reclassification of accrued interest converted  146,537       
           
Repayments  (28,340)      
           
Conversion  of debt to into 25,549,925 shares of common stock with a valuation of $1,867,570 ($0.09 - $0.27/share) including the accrued interest of $146,537  (1,867,570)      
Convertible Debt Balance as of June 30, 2014  2,708,867   4% - 10%  June 2, 2014 - March 18, 2014

 
Summary of company's debt issue cost

  6 Months Ended 
June 30,
2014		  6 Months Ended 
June 30,
2013		 
         
Debt issue costs $164,555  $272,787 
Accumulated amortization of debt issue costs  (136,582)  (137,294)
         
Debt issue costs - net $27,973  $135,493 
Summary of debt discount activity

  6 Months Ended  6 Months Ended 
  June 30,
2014		  June 30,
2013		 
         
Debt discount $4,372,157  $3,065,421 
Accumulated amortization of debt discount  (2,633,038)  (1,464,508)
         
Debt discount - Net $1,739,119  $1,600,913 

 
Summary of fair value of conversion feature of derivative liabilities

Derivative Liability - December 31, 2011 $- 
Fair value at the commitment date for convertible instruments  1,671,028 
Change in fair value of embedded derivative liability  44,805 
Reclassification to additional paid in capital for financial instruments that ceased to be a derivative liability  (549,547)
Derivative Liability - December 31, 2012  1,166,286 
     
Fair value at the commitment date for convertible instruments  3,839,539 
Fair value at the commitment date for warrants issued  43,808 
Change in fair value of embedded derivative liability for warrants issued  (4,384)
Change in fair value of embedded derivative liability for convertible instruments  (996,754)
Reclassification to additional paid in capital for financial instruments that ceased to be a derivative liability  (2,162,726)
Derivative Liability - December 31, 2013  1,885,769 
     
Fair value at the commitment date for convertible instruments  1,716,972 
Change in fair value of embedded derivative liability for warrants issued  (31,090)
Change in fair value of embedded derivative liability for convertible instruments  (659,233)
Reclassification to additional paid in capital for financial instruments that ceased to be a derivative liability  (1,270,941)
Derivative Liability - June 30, 2014 $1,641,477 

 
Fair value at commitment and re-measurement dates of company's derivative liabilities

The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of June 30, 2014:

 

  Commitment Date  Re-measurement Date 
         
Expected dividends:  0%  0%
Expected volatility:  119% - 144%   110% - 138% 
Expected term:  0.52 - 3 Years   0.2 - 2.95 Years 
Risk free interest rate:  0.08% - 0.91%   0.11% - 0.90% 

 

The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, 2013:

 

  Commitment Date  Re-measurement Date 
       
Expected dividends:  0%  0%
Expected volatility:  118.99% - 303.64%   120.24% - 299.6% 
Expected term:  0.75 - 3 Years   0.002 - 2.82 Years 
Risk free interest rate:  0.15% - 0.17%   0.11% - 0.17% 

 
XML 41 R50.htm IDEA: XBRL DOCUMENT v2.4.0.8
Stockholders' Equity (Details Textual 2) (USD $)
 1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended
Jan. 31, 2013
Dec. 31, 2008
Jun. 30, 2014
Dec. 31, 2013
Dec. 31, 2010
Dec. 31, 2009
Dec. 31, 2008
Jun. 30, 2014
January 16, 2009 [Member]
Dec. 31, 2013
January 27, 2009 [Member]
Dec. 31, 2013
June 2, 2010 [Member]
Dec. 31, 2013
September 20, 2010 [Member]
Dec. 31, 2012
Consulting agreement [Member]
Dec. 31, 2009
Consulting agreement [Member]
Warrants issued on December 30, 2009 [Member]
Dec. 31, 2010
Consulting agreement [Member]
Warrants issued on May 27, 2010 [Member]
Dec. 31, 2010
Consulting agreement [Member]
Warrants issued on June 1, 2010 [Member]
Dec. 31, 2010
Consulting agreement [Member]
Warrant issued on July 23, 2010 [Member]
Dec. 31, 2011
Consulting agreement [Member]
Warrant issued on Sep. 2, 2011 [Member]
Dec. 31, 2012
Consulting agreement [Member]
Warrant issued on June 11, 2012 [Member]
Dec. 31, 2013
Consulting agreement [Member]
Warrant issued on January 1, 2013 [Member]
Dec. 31, 2013
Services [Member]
Warrant issued on August 7, 2013
Stockholders' Equity (Textual)                                        
Number of warrants issued by the company     500,000 2,000,000 1,200,000               500,000 10,000 40,000 10,000 955,800 200,000 500,000 100,000
Expense recognized on issuance of warrants                         $ 823,077 $ 1,782 $ 7,184 $ 1,593 $ 248,498 $ 48,031 $ 84,028 $ 43,809
Dividend yield                         0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Expected volatility                         112.80% 152.80% 145.70% 172.90% 461.11% 237.76% 140.30% 297.00%
Risk-free interest rates                         1.65% 1.35% 1.26% 0.94% 0.33% 0.19% 0.37% 0.61%
Expected life                         3 years 3 years 3 years 3 years 3 years 3 years 3 years 3 years
Term of warrants                       3 years 3 years 3 years 3 years 3 years 3 years 3 years 3 years 3 years
Warrants exercise price $ 0.10                       $ 0.52 $ 0.50 $ 0.50 $ 0.50 $ 0.10 $ 0.25 $ 0.45 $ 0.40
Shares issued during stock splits               136,713,000                        
Stockholders' equity, stock split               Four-for-one stock                        
Number of common shares after amendment                 250,000,000 295,000,000 400,000,000                  
Par value per common shares after amendment                 $ 0.001 $ 0.001 $ 0.0001                  
Number of preferred shares after amendment                 10,000,000                      
Par value per preferred share after amendment                 $ 0.001                      
Number of warrants exercised 430,800                                      
Proceeds from stock warrants exercised 43,080                                      
Operating expenses paid by former stockholder   4,400                                    
In kind contribution of rent - related party   $ 2,913     $ 9,450 $ 12,600 $ 2,913                          
XML 42 R42.htm IDEA: XBRL DOCUMENT v2.4.0.8
Convertible Debt (Details) (USD $)
 0 Months Ended 1 Months Ended 6 Months Ended 12 Months Ended 103 Months Ended
Dec. 11, 2012
Jun. 30, 2012
Jun. 30, 2014
Jun. 30, 2013
Dec. 31, 2013
Jun. 30, 2014
Jul. 30, 2013
Dec. 31, 2012
Convertible Debt (Textual)                
Convertible notes payable $ 120,000              
Maturity date of convertible notes payable Dec. 11, 2013 Mar. 27, 2013            
Interest rate on convertible notes payable 8.00%              
Convertible note and accrued interest         128,810     120,526
Conversion price of converted notes payable into shares $ 0.50              
Common stock issued for accrued interest, Shares         24,000      
Common stock issued for accrued interest, Value         5,368      
Convertible debt increasing principal balance     150,000   150,000 150,000 28,000  
Gain (Loss) on extinguishment of debt     (18,596)     (11,953)    
Repayments     28,340      28,340    
Minimum [Member]
                
Convertible Debt (Textual)                
Interest rate on convertible notes payable     10.00%     10.00%    
Common stock issued for accrued interest, Share price         $ 0.21      
Maximum [Member]
                
Convertible Debt (Textual)                
Common stock issued for accrued interest, Share price         $ 0.25      
Extension One [Member]
                
Convertible Debt (Textual)                
Interest rate on convertible notes payable     10.00%     10.00%    
Conversion price of converted notes payable into shares     $ 0.10     $ 0.10    
Convertible debt increasing principal balance     150,000     150,000    
Gain (Loss) on extinguishment of debt     (18,596)          
Convertible debt accounts payable     30,000     30,000    
Debt instrument, maturity date     Jul. 31, 2014          
Extension Two [Member]
                
Convertible Debt (Textual)                
Convertible debt increasing principal balance     141,700     141,700    
Convertible debt accounts payable     13,540     13,540    
Repayments     $ 28,340          
XML 43 R37.htm IDEA: XBRL DOCUMENT v2.4.0.8
Convertible Debt - Derivative Liabilities (Details 2) (USD $)
Jun. 30, 2014
Jun. 30, 2013
Mar. 31, 2013
Summary of company's debt issue cost      
Debt issue costs $ 164,555 $ 272,787 $ 254,066
Accumulated amortization of debt issue costs (136,582) (137,294) (171,501)
Debt issue costs - net $ 27,973 $ 135,493 $ 82,565
XML 44 R52.htm IDEA: XBRL DOCUMENT v2.4.0.8
Commitments (Details Textual) (USD $)
 1 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended 6 Months Ended
May 31, 2013
President and CEO[Member]
Oct. 31, 2008
President and CEO[Member]
Dec. 31, 2012
President and CEO[Member]
May 31, 2013
CEO [Member]
Aug. 31, 2011
CEO [Member]
Feb. 28, 2011
CEO [Member]
Jan. 31, 2011
CEO [Member]
Aug. 31, 2011
Chief Internet Officer [Member]
May 31, 2011
Chief Internet Officer [Member]
Jan. 31, 2012
Chief Technical Officer [Member]
Oct. 31, 2011
Chief Technical Officer [Member]
Jun. 30, 2012
Senior Audio Engineer [Member]
Jan. 31, 2013
Director of New Business Development [Member]
Nov. 30, 2012
VP of Music Development [ Member]
Dec. 31, 2013
VP of Music Development [ Member]
Nov. 30, 2012
VP of Music Entertainment [Member]
Jun. 30, 2014
VP of Music Entertainment [Member]
Commitments (Textual)                                  
Period of employment agreement   10 years         5 years   5 years   5 years 5 years 3 years 2 years   2 years  
Periodic compensation during period for services $ 24,000 $ 18,000 $ 216,000       $ 8,000   $ 9,000   $ 10,000 $ 6,000 $ 10,000 $ 7,000   $ 8,000  
Percentage commission on sales   10.00%         20.00%                    
Description of compensation for services             The executive will receive a monthly compensation of $8,000 beginning after the completion of at least one million dollars of new funding to the Corporation or can be paid as commissions from sales brought to the Company, whichever comes first.   The CIO will receive a monthly compensation of $9,000 beginning at the completion of at least one million dollars of new funding.   The CTO will receive a monthly compensation of $10,000, monthly commission equal to 5% of all profits derived from the sales of all products and services related to Max Sound, and an annual bonus of 5% of all profits derived from the sales of all products and services related to Max Sound that is over one million dollars.   Upon the first million dollars in gross sales the salary will increase to $12,000 per month.        
Additional compensation based on sales                         For each million of new grows sales - 125,000 additional 3-year stock options with a strike price of $.50 per share.        
Shares issued for services under rule 144             3,000,000   2,000,000                
Options issued for services under rule 144             12,000,000                    
Maturity period of options             3 years     3 years     3 years        
Exercise price of options             $ 0.12     $ 0.50     $ 0.50        
Additional shares issued as a supplement to agreement           20,000,000                      
Updated periodic monthly compensation for services       18,000 12,000     12,000   12,000     12,000        
Terminated initial percentage of commission on sales         20.00%                        
Updated commission as percentage of gross quarterly profits         10.00%                        
Periodic commission percentage of all profits derived from the sales of all products and services                     5.00%     5.00%   5.00%  
Shares issued for services pursuant to amended agreement                   300,000   1,000,000 1,000,000 1,000,000   1,000,000  
Options issued pursuant to amended agreement                   700,000     125,000        
Shares issued per quarter                       125,000 125,000 125,000   125,000  
Common stock issued for services                             625,000   875,000
Fair value of shares issued for services under agreement                             $ 228,125   $ 319,375
XML 45 R61.htm IDEA: XBRL DOCUMENT v2.4.0.8
Intangible Assets (Details) (USD $)
 6 Months Ended
Jun. 30, 2014
Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]    
Finite-lived intangible asset, useful life 10 years  
Accumulated amortization $ (826,677) $ (343,898)
Finite-lived intangible assets, net 18,385,175 16,803,954
Distribution rights [Member]
    
Finite-Lived Intangible Assets [Line Items]    
Finite-lived intangible asset, useful life 10 years  
Intangible assets, gross (excluding goodwill) 9,647,577 9,647,577
Trademarks [Member]
    
Finite-Lived Intangible Assets [Line Items]    
Finite lived intangible asset useful life description Idefinite  
Intangible assets, gross (excluding goodwill) 275 275
Software [Member]
    
Finite-Lived Intangible Assets [Line Items]    
Finite-lived intangible asset, useful life 3 years  
Intangible assets, gross (excluding goodwill)       [1]
Intellectual Property [Member]
    
Finite-Lived Intangible Assets [Line Items]    
Finite-lived intangible asset, useful life 5 years  
Intangible assets, gross (excluding goodwill) 444,000   
Intellectual Property One [Member]
    
Finite-Lived Intangible Assets [Line Items]    
Finite lived intangible asset useful life description Indefinite  
Intangible assets, gross (excluding goodwill) 1,620,000   
Technology Rights [Member]
    
Finite-Lived Intangible Assets [Line Items]    
Finite lived intangible asset useful life description Idefinite  
Intangible assets, gross (excluding goodwill) $ 7,500,000 $ 7,500,000
[1] During the year ended December 31, 2013, the Company entered into a settlement agreement with the seller of the software to reverse the original transaction which included the issuance of 3,000,000 shares of common stock in exchange for the software. The Company received back 3,000,000 shares of common stock which was recorded as treasury stock in exchange of returning the software to the seller. Upon the return of the shares, the Company recognized a gain of $220,000 based on the quoted trading price of the Company's common stock, which was the best evidence of fair value.
XML 46 R47.htm IDEA: XBRL DOCUMENT v2.4.0.8
Stockholders' Equity (Details 4) (Stock Option [Member], USD $)
 6 Months Ended 12 Months Ended
Jun. 30, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Stock Option [Member]
        
Summary of option/ warrants activity        
Number of Warrants/ Options, Beginning balance 12,700,000 12,000,000 12,000,000   
Granted    700,000    12,000,000
Exercised            
Forfeited or Cancelled            
Number of Warrants/ Options, Ending Balance 12,700,000 12,700,000 12,000,000 12,000,000
Options Exercisable at June 30, 2014 12,700,000      
Weighted Average Exercise Price, Beginning balance $ 0 $ 0.12 $ 0.12   
Weighted Average Exercise Price, Granted    $ 0.500    $ 0.120
Weighted Average Exercise Price, Exercised            
Weighted Average Exercise Price, Cancelled/Forfeited            
Weighted Average Exercise Price, Ending balance $ 0.14 $ 0 $ 0.12 $ 0.12
Granted, Weighted Average Remaining Contractual Life (in Years)   3 years    
Outstanding, Weighted Average Remaining Contractual Life 1 year 6 months 18 days 2 years 1 year 15 days 2 years 18 days
XML 47 R9.htm IDEA: XBRL DOCUMENT v2.4.0.8
Summary of Significant Accounting Policies and Organization
 6 Months Ended
Jun. 30, 2014
Summary of Significant Accounting Policies and Organization [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

NOTE 1           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

 

(A) Organization and Basis of Presentation

 

Max Sound Corporation (the "Company") was incorporated in Delaware on December 9, 2005, under the name 43010, Inc. The Company is currently in the development stage, and on or around February 2011, the Company changed its business operations to focus primarily on developing and launching audio technology software.

 

Prior to February 2011, the Company's business operations were focused on creating search technologies within an online networking platform.

 

Activities during the development stage include developing the online networking platform, launching our audio technology, and raising capital.

 

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

 

It is management's opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

 

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

 

(B) Use of Estimates

 

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.

 

(C) Cash and Cash Equivalents

 

For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of June 30, 2014 and December 31, 2013, the Company had no cash equivalents.

 

(D) Property and Equipment

 

Property and equipment are stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is provided using the straight-line method over the estimated useful life of three to five years.

 

(E) Research and Development

 

The Company has adopted the provisions of FASB Accounting Standards Codification No. 350, Intangibles – Goodwill & Other. Costs incurred in the planning stage of a website are expensed as research and development while costs incurred in the development stage are capitalized and amortized over the life of the asset, estimated to be three years. Expenses subsequent to the launch have been expensed as website development expenses.

 

(F) Concentration of Credit Risk

The Company at times has cash in banks in excess of FDIC insurance limits. The Company had $0 in excess of FDIC insurance limits as of June 30, 2014 and December 31, 2013.

 

(G) Revenue Recognition

 

The Company recognized revenue on arrangements in accordance with FASB Codification Topic 605, “Revenue Recognition” (“ASC Topic 605”). Under ASC Topic 605, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. We had revenues of $152 and $1,388 for the three and six months ended June 30, 2014 and revenues of $732 and $1,720 for the three and six months ended June 30, 2013, respectively.

 

(H) Advertising Costs

 

Advertising costs are expensed as incurred and include the costs of public relations activities. These costs are included in consulting and general and administrative expenses and totaled $0 and $2,000 for the three and six months ended June 30, 2014 and advertising costs of $16,944 and $20,797 for the three and six months ended June 30, 2013, respectively.

 

(I) Identifiable Intangible Assets

 

As of June 30, 2014 and December 31, 2013, $7,500,275 of costs related to registering a trademark and acquiring technology rights have been capitalized. It has been determined that the trademark and technology rights have an indefinite useful life and are not subject to amortization. However, the trademark and technology rights will be reviewed for impairment annually or more frequently if impairment indicators arise.

 

On November 15, 2012, the Company acquired the rights to assets and audio technology known as Liquid Spins, Inc. through a share exchange, whereby the Company issued 24,752,475 shares of common stock for their rights in Liquid Spins technology (See Note 8 (H)). As of June 30, 2014 and December 31, 2013, $8,820,900 and $9,303,679, respectively, of costs related to this intangible remain capitalized. The technology was placed in service on August 23, 2013 with a useful life of 10 years. However, the technology will be reviewed for impairment annually or more frequently if impairment indicators arise.

 

On May 19, 2014, the Company entered into an agreement to acquire the rights to intellectual property titled “Optimized Data Transmission System and Method” (“ODT”) through a cash payment of $500,000 in addition to a share issuance, whereby the Company issued 10,000,000 shares of common stock, valued at $1,000,000 ($0.10/share). In exchange, the Company received a perpetual, exclusive, worldwide license to the ODT technology for all fields of use. In addition, the Company issued 1,000,000 shares of common stock, valued at $120,000 ($0.12/share), as compensation for the introduction and identification of a seller based on the agreement dated April 10, 2014.

 

As of June 30, 2014, $1,620,000 of costs related to the “ODT” intangible asset remains capitalized. The technology will be reviewed for impairment annually or more frequently if impairment indicators arise. In connection with this agreement, the Company is obligated to make an additional five (5) payments totaling $1,000,000 to be made every 30 days, with the thirty (30) day periods to be waived if fund raising occurs on an anticipated faster time line. The payments of additional cash are contingent on the following funding criteria:

 

  ● The Company shall pay set increments of cash based on a percentage of gross funds received through funds raised.
  ● The Company shall pay 20% of such monies as soon as they are received.

 

The Company shall act as the exclusive agent to facilitate and negotiate any opportunities on behalf of ODT to Companies, Organizations and other qualified entities. Upon any closing, ODT shall receive 50% of gross dollars and the Company shall receive the other 50% at the time of a completion of any transaction opportunity, including legal settlements after subtracting applicable contingent legal fees. The term of the agreement is for the life of the acquired intellectual property.

 

On May 22, 2014, the Company entered into a five (5) year agreement to acquire the rights to intellectual property titled “Engineered Architecture” (“EA Technology”) through a cash payment of $50,000 in addition to a share issuance, whereby the Company issued 4,000,000 shares of common stock, valued at $394,000 ($0.0985/share). In exchange, the Company received for the term of the agreement, the exclusive worldwide right to use the EA Technology. As of June 30, 2014, $444,000 of costs related to this intangible remains capitalized. The technology will be reviewed for impairment annually or more frequently if impairment indicators arise. In connection with this agreement, the Company is obligated to make an additional five (5) payments totaling $500,000 to be made every 30 days, with the thirty (30) day periods to be waived if fund raising occurs on an anticipated faster time line. The payments of additional cash are contingent on the following funding criteria:

 

  ● The Company shall pay set increments of cash based on a percentage of gross funds received through funds raised.
  ● The Company shall pay 10% of such monies as soon as they are received.

  

The Company shall act as the exclusive agent to facilitate and negotiate any opportunities on behalf of EA Technology to Companies, Organizations and other qualified entities. Upon any closing, EA shall receive 50% of gross dollars and the Company shall receive the other 50% at the time of a completion of any transaction opportunity, including legal settlements after subtracting applicable contingent legal fees. In the event the Company sublicenses EA to other entities, profits shall be split 50/50.

 

(J) Impairment of Long-Lived Assets

 

The Company 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 eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. No impairments were recorded for the six months ended June 30, 2014 and 2013, respectively.

 

(K) Loss Per Share

 

In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” Basic earnings 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. Diluted EPS gives 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.

 

The computation of basic and diluted loss per share for the six months ended June 30, 2014 and 2013, excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive:

 

      June 30,
2014		     June 30,
2013		  
               
Stock Warrants (Exercise price - $0.10 - $.52/share)       3,635,000       3,335,000  
Stock Options (Exercise price - $0.12 - $.50/share)       12,700,000       12,700,000  
Convertible Debt  (Exercise price - $0.0572 - $.07/share)       39,755,250       17,074,937  
                     
  Total       56,090,250       33,109,937  

 

(L) Income Taxes

 

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”) Income Taxes. Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

(M) Business Segments

 

The Company operates in one segment and therefore segment information is not presented.

 

(N) Recent Accounting Pronouncements

 

On June 10, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation ("ASUE 2014-10"). The guidance is intended to reduce the overall cost and complexity associated with financial reporting for development stage entities without reducing the availability of relevant information. The Board also believes the changes will simplify the consolidation accounting guidance by removing the differential accounting requirements for development stage entities. As a result of these changes, there no longer will be any accounting or reporting differences in GAAP between development stage entities and other operating entities. For organizations defined as public business entities the presentation and disclosure requirements in Topic 915 will no longer be required starting with the first annual period beginning after December 15, 2014, including interim periods therein. Early application is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). The Company is currently evaluating the impact of the adoption of ASU 2010-14 on its financial statements.

 

(O) Fair Value of Financial Instruments

 

The carrying amounts on the Company’s financial instruments including prepaid expenses, accounts payable, accrued expenses, derivative liability, convertible note payable, and loan payable-related party, approximate fair value due to the relatively short period to maturity for these instruments.

 

(P) Stock-Based Compensation

 

In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation – Stock Compensation. Under FASB Accounting Standards Codification No. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively.

 

Equity instruments (“instruments”) issued to other than employees are recorded 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.

 

(Q) Reclassification

 

Certain amounts from prior periods have been reclassified to conform to the current period presentation. These reclassifications had no impact on the Company's net loss or cash flows.

 

(R) Derivative Financial Instruments

 

Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

 

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model. 

 

(S) Original Issue Discount

 

For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt.

 

(T) Debt Issue Costs and Debt Discount

 

The Company may pay debt issue costs, and record debt discounts in connection with raising funds through the issuance of convertible debt. These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

 

(U) Licensing & Distribution

 

On May 28, 2014, the Company entered into a license agreement with Akyumen Technologies Corp. (“Akyumen”), an original equipment manufacturer of mobile devices, for the non-exclusive, non-transferable, indivisible worldwide license rights to the use of Company’s API technology in Akyumen’s mobile devices.  The license is for five years and is renewable, with the Company’s approval, at Akyumen’s request.

 

As consideration for the above-referenced license rights, Akyumen agreed to pay the Company royalties of $2.50 per Akyumen device that utilizes the API technology, to be payable on a monthly basis within 15 days after the close of the calendar month.  Akyumen also agreed to pay, within three months of first sale, 50% of non-recurring engineering costs to port the Technology onto the operating systems of the Akyumen devices, inclusive of any local fees, taxes, or other charges.

 

On June 16, 2014, MAXD entered into a license and revenue share agreement with LOOKHU, an online subscription service that delivers movies, music, television shows, apps and games. The agreement grants LOOKHU non-exclusive, non-transferable, indivisible worldwide license rights to the distribution and use of the Company’s Application Programming Interface (“API”) audio processor technology. The license is for five years and is renewable, with the Company’s approval, at LOOKHU’s request.

 

As consideration for the above-referenced license rights, LOOKHU agreed to pay the Company royalties of $2.25 per month per paid subscription to the technology, to be payable on a monthly basis.  Additionally, LOOKHU agreed to pay the Company 4% of the net advertising revenue derived from advertising that utilizes the technology, to be payable on a quarterly basis.

 

Additionally, for the term of the agreement, the parties agreed to split, on a 50/50 basis, net revenue derived from sales of digital music or songs played from a LOOKHU software player, to be payable on a monthly basis.
XML 48 R62.htm IDEA: XBRL DOCUMENT v2.4.0.8
Intangible Assets (Details 1) (USD $)
Jun. 30, 2014
Dec. 31, 2013
Year ending December 31:    
Finite-Lived Intangible Assets, Net $ 18,385,175 $ 16,803,954
Future Amortization [Member]
    
Year ending December 31:    
2014 482,779  
2015 965,559  
2016 968,204  
2017 965,559  
2018 965,559  
Thereafter 4,473,240  
Finite-Lived Intangible Assets, Net $ 8,820,900  
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Stockholders' Equity (Details) (Stock warrants [Member], USD $)
 6 Months Ended 12 Months Ended
Jun. 30, 2014
Dec. 31, 2013
Dec. 31, 2012
Stock warrants [Member]
      
Summary of option/ warrants activity      
Number of Warrants/ Options, Beginning balance 3,135,000 2,415,800 2,715,800
Granted 500,000 2,600,000 200,000
Exercised    (620,800)   
Cancelled/Forfeited    (1,260,000) (500,000)
Number of Warrants/ Options, Ending Balance 3,635,000 3,135,000 2,415,800
Weighted Average Exercise Price, Beginning balance $ 0.37 $ 0.28 $ 0.36
Weighted Average Exercise Price, Granted $ 0.40 $ 0.41 $ 0
Weighted Average Exercise Price, Exercised    $ 0.07   
Weighted Average Exercise Price, Cancelled/Forfeited    $ 0.50 $ 0.52
Weighted Average Exercise Price, Ending balance $ 0.37 $ 0.37 $ 0.28
Weighted Average Remaining Contractual Life(in Years) 1 year 10 months 24 days 2 years 2 months 12 days 9 months 18 days

XML 51 R29.htm IDEA: XBRL DOCUMENT v2.4.0.8
Summary of Significant Accounting Policies and Organization (Details Textual) (USD $)
 1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended 103 Months Ended 0 Months Ended 6 Months Ended 1 Months Ended 0 Months Ended 6 Months Ended
May 28, 2014
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Jun. 30, 2014
Jun. 30, 2014
Trademarks [Member]
Dec. 31, 2013
Trademarks [Member]
May 19, 2014
Optimized Data Transmission Sysytem And Method
May 22, 2014
Optimized Data Transmission Sysytem And Method
Jun. 30, 2014
Optimized Data Transmission Sysytem And Method
Jun. 30, 2014
Engineered Architecture
May 28, 2014
Akyumen Technologies Corp [Member]
Jun. 16, 2014
Lookhu [Member]
Jun. 30, 2014
Stock warrants [Member]
Minimum [Member]
Jun. 30, 2014
Stock warrants [Member]
Maximum [Member]
Jun. 30, 2014
Stock Option [Member]
Minimum [Member]
Jun. 30, 2014
Stock Option [Member]
Maximum [Member]
Jun. 30, 2014
Convertible debt [Member]
Minimum [Member]
Jun. 30, 2014
Convertible debt [Member]
Maximum [Member]
Summary of Significant Accounting Policies and Organization (Textual)                                              
Cash equivalents   $ 0   $ 0   $ 0     $ 0                            
Potentially dilutive securities exercise price                                   $ 0.10 $ 0.52 $ 0.12 $ 0.50 $ 0.0572 $ 0.07
Property and equipment estimated useful life       Three to five years                                      
Cash in bank excess of FDIC insurance limits   0   0   0     0                            
Advertising costs   0 16,944 2,000 20,797                                    
Revenue   152 732 1,388 1,720       27,717                            
Shares issued under share exchange agreement             24,752,475                                
Capitalized costs       8,820,900   9,303,679               1,620,000 444,000                
Useful Life of Intangible Assets       10 years                                      
Useful Life of Intangile Asset Date       Aug. 23, 2013                                      
Website development cost amortization period       3 years                                      
Intangible assets   18,385,175   18,385,175   16,803,954     18,385,175 7,500,275 7,500,275                        
Cash payment to acquire intangible assets                       500,000 50,000                    
Stock issuance to acquire intangible assets, Shares                       10,000,000 4,000,000                    
Stock issuance to acquire intangible assets, Value               300,000       1,000,000 394,000                    
Stock issuance to acquire intangible assets, Per share                       $ 0.10 $ 0.985                    
Stock issuance as compensation, Shares                       1,000,000                      
Stock issuance as compensation, Value                       $ 120,000                      
Stock issuance as compensation, Per share                       $ 0.12                      
Payment description                           The Company is obligated to make an additional five (5) payments totaling $1,000,000 to be made every 30 days, with the thirty (30) day periods to be waived if fund raising occurs on an anticipated faster time line. The Company is obligated to make an additional five (5) payments totaling $500,000 to be made every 30 days, with the thirty (30) day periods to be waived if fund raising occurs on an anticipated faster time line.                
Agreement term 5 years                       5 years                    
Percentage of payment to be made                           20.00% 10.00%                
Agreement receipt description                           ODT shall receive 50% of gross dollars and the Company shall receive the other 50% at the time of a completion of any transaction opportunity. EA shall receive 50% of gross dollars and the Company shall receive the other 50% at the time of a completion of any transaction opportunity.                
License agreement, Description                               Akyumen agreed to pay the Company royalties of $2.50 per Akyumen device that utilizes the API technology, to be payable on a monthly basis within 15 days after the close of the calendar month. Akyumen also agreed to pay, within three months of first sale, 50% of non-recurring engineering costs to port the Technology onto the operating systems of the Akyumen devices, inclusive of any local fees, taxes, or other charges. LOOKHU agreed to pay the Company royalties of $2.25 per month per paid subscription to the technology, to be payable on a monthly basis. Additionally, LOOKHU agreed to pay the Company 4% of the net advertising revenue derived from advertising that utilizes the technology, to be payable on a quarterly basis.            
XML 52 R28.htm IDEA: XBRL DOCUMENT v2.4.0.8
Summary of Significant Accounting Policies and Organization (Details)
 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Summary of potentially dilutive securities    
Potentially dilutive securities 56,090,250 33,109,937
Stock warrants [Member]
    
Summary of potentially dilutive securities    
Potentially dilutive securities 3,635,000 3,335,000
Stock Option [Member]
    
Summary of potentially dilutive securities    
Potentially dilutive securities 12,700,000 12,700,000
Convertible debt [Member]
    
Summary of potentially dilutive securities    
Potentially dilutive securities 39,755,250 17,074,937
XML 53 R56.htm IDEA: XBRL DOCUMENT v2.4.0.8
Commitments (Details Textual 4) (USD $)
 12 Months Ended 1 Months Ended 1 Months Ended
Dec. 31, 2012
May 31, 2010
Max audio technology [Member]
Individual
May 11, 2010
Max audio technology [Member]
Apr. 30, 2010
Finder's fee agreement [Member]
Aug. 31, 2010
Consulting Agreement Unrelated Third Party Four [Member]
Aug. 31, 2010
Consulting Agreement Unrelated Third Party Five [Member]
Commitments (Textual)            
Shares issued under share exchange agreement 24,752,475 30,000,000        
Number of individuals in share exchange agreement   2        
Value of shares issued under share exchange agreement   $ 7,500,000        
Par value of shares issued under share exchange agreement     $ 0.25      
Period of employment agreement   10 years        
Periodic compensation during period for services   8,500        
Periodic commission percentage of all profits derived from the sales of all products and services   5.00%        
Percentage of fee to be paid in cash under agreement       10% fee in cash equal to 10% of the dollar amount of securities purchased.   10% compensation for each gross dollar received by the Company.
Percentage of fee to be paid in warrants under agreement       10% fee in warrants equal to 10% of the number of shares of stock purchased.    
Shares issued in exchange of services         100,000  
Number of shares to be issued periodically as compensation of services         100,000  
Description for renewal of agreement term         Continue to renew for three month intervals unless cancelled by either party.  
Period of agreement         3 months  
Agreement cancellation date   Jan. 02, 2011     Nov. 01, 2010 Feb. 15, 2011
Payment of periodic allowance for general expenses           $ 500
XML 54 R44.htm IDEA: XBRL DOCUMENT v2.4.0.8
Stockholders' Equity (Details 1) (Warrant [Member], USD $)
 6 Months Ended 12 Months Ended
Jun. 30, 2014
Dec. 31, 2013
Dec. 31, 2012
Warrants outstanding and exercisable activity      
Number of warrants/options, Outstanding 3,635,000 3,135,000  
Number of warrants/options, Exercisable 3,635,000 3,135,000  
Weighted Average Remaining Contractual Life(in Years) 1 year 10 months 24 days 2 years 2 months 12 days 9 months 18 days
Aggregate Intrinsic Value       
$ 0.10 [Member]
      
Warrants outstanding and exercisable activity      
Exercise Price $ 0.10    
Number of warrants/options, Outstanding 335,000 335,000  
Number of warrants/options, Exercisable 335,000 335,000  
Weighted Average Remaining Contractual Life(in Years) 2 months 1 day    
Aggregate Intrinsic Value       
$0.25 [Member]
      
Warrants outstanding and exercisable activity      
Exercise Price $ 0.25    
Number of warrants/options, Outstanding 200,000 200,000  
Number of warrants/options, Exercisable 200,000 200,000  
Weighted Average Remaining Contractual Life(in Years) 11 months 12 days    
Aggregate Intrinsic Value       
$ 0.40 [Member]
      
Warrants outstanding and exercisable activity      
Exercise Price $ 0.40    
Number of warrants/options, Outstanding 2,600,000 2,100,000  
Number of warrants/options, Exercisable 2,600,000 2,100,000  
Weighted Average Remaining Contractual Life(in Years) 2 years 2 months 27 days    
Aggregate Intrinsic Value       
$ 0.45 [Member]
      
Warrants outstanding and exercisable activity      
Exercise Price $ 0.45    
Number of warrants/options, Outstanding 500,000 500,000  
Number of warrants/options, Exercisable 500,000 500,000  
Weighted Average Remaining Contractual Life(in Years) 1 year 6 months 4 days    
Aggregate Intrinsic Value       
XML 55 R30.htm IDEA: XBRL DOCUMENT v2.4.0.8
Going Concern (Details) (USD $)
 6 Months Ended 103 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Dec. 31, 2013
Going Concern (Textual)        
Deficit accumulated during the development stage $ 31,417,796   $ 31,417,796 $ 27,273,053
Cash flow from operations $ (1,416,582) $ (1,778,046) $ (8,661,383)  
XML 56 R31.htm IDEA: XBRL DOCUMENT v2.4.0.8
Note Payable - Principal Stockholder (Details) (USD $)
 12 Months Ended 12 Months Ended 12 Months Ended 0 Months Ended
Jun. 30, 2014
Dec. 31, 2011
Loans Payable [Member]
Principal stockholder [Member]
Dec. 31, 2009
Loans Payable [Member]
Principal stockholder [Member]
Dec. 31, 2008
Loans Payable [Member]
Principal stockholder [Member]
May 11, 2009
Loans Payable [Member]
Principal stockholder [Member]
Dec. 31, 2009
Loan Payable 1 [Member]
Principal stockholder [Member]
Dec. 31, 2010
Loan Payable 2 [Member]
Principal stockholder [Member]
May 22, 2009
Loan Payable 2 [Member]
Principal stockholder [Member]
Dec. 31, 2010
Loan Payable 3 [Member]
Principal stockholder [Member]
May 26, 2009
Loan Payable 3 [Member]
Principal stockholder [Member]
Aug. 13, 2013
Loan Payable 4 [Member]
Principal stockholder [Member]
Note Payable - Principal Stockholder (Textual)                      
Notes payable to related party       $ 18,803 $ 9,500     $ 15,000   $ 16,700  
Interest rate on notes payable       3.25%   3.25% 3.25%   3.25%    
Debt repaid to related party   18,000 3,803 15,000   1,500 6,000   15,700   28,000
Repaid accrued interest on notes payable to related party transaction   2,116                  
Note payable balance including accrued interest $ 0                    
XML 57 R8.htm IDEA: XBRL DOCUMENT v2.4.0.8
Condensed Statements of Cash Flows (Unaudited) (Paranthetical) (Common Stock [Member], USD $)
 12 Months Ended
Dec. 31, 2012
Common Stock [Member]
  
Common stock issued in exchange for assets and intellectual property, Shares 24,752,475
Common stock issued in exchange for assets and intellectual property, Value $ 10,000,000
XML 58 R32.htm IDEA: XBRL DOCUMENT v2.4.0.8
Line Of Credit Principal Stockholder (Details) (USD $)
 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended
Jun. 30, 2014
Dec. 31, 2013
Jun. 30, 2014
Line of Credit [Member]
Principal stockholder [Member]
Dec. 31, 2013
Line of Credit [Member]
Principal stockholder [Member]
Dec. 31, 2011
Line of Credit [Member]
Principal stockholder [Member]
May 28, 2009
Line of Credit 1 [Member]
Principal stockholder [Member]
Dec. 31, 2011
Line of Credit 1 [Member]
Principal stockholder [Member]
Nov. 10, 2009
Line of Credit 2 [Member]
Principal stockholder [Member]
Dec. 31, 2011
Line of Credit 2 [Member]
Principal stockholder [Member]
Feb. 17, 2011
Line of Credit 3 [Member]
Principal stockholder [Member]
Mar. 25, 2010
Line of Credit 3 [Member]
Principal stockholder [Member]
Dec. 31, 2011
Line of Credit 3 [Member]
Principal stockholder [Member]
Note Payable - Principal Stockholder (Textual)                        
Debt repaid to related party       $ 150,213 $ 460,580              
Repaid accrued interest on notes payable to related party transaction     286,652                  
Period of line of credit           2 years   2 years     2 years  
Line of credit facility amount under line of credit agreement     142,000 290,000   100,000   100,000     500,000  
Line of credit - related party 286,652 140,000         100,000   100,000     360,580
Line of credit, interest rate       4.00%   3.25%   3.25%     3.25%  
Shares issued in conversion of debt 8,108,340                      
Common stock price per share                   $ 0.11    
Conversion of debt 486,278 3,843,221               100,000    
Repaid Accrued interest on line of credit         $ 11,283              
XML 59 R40.htm IDEA: XBRL DOCUMENT v2.4.0.8
Convertible Debt - Derivative Liabilities (Details 5)
 6 Months Ended 12 Months Ended
Jun. 30, 2014
Dec. 31, 2013
Commitment Date [Member]
    
Fair value at commitment and re-measurement dates of company's derivative liabilities    
Expected dividends 0.00% 0.00%
Re-measurement Date [Member]
    
Fair value at commitment and re-measurement dates of company's derivative liabilities    
Expected dividends 0.00% 0.00%
Minimum [Member] | Commitment Date [Member]
    
Fair value at commitment and re-measurement dates of company's derivative liabilities    
Expected volatility 119.00% 118.99%
Expected term 6 months 7 days 9 months
Risk free interest rate 0.08% 0.15%
Minimum [Member] | Re-measurement Date [Member]
    
Fair value at commitment and re-measurement dates of company's derivative liabilities    
Expected volatility 110.00% 120.24%
Expected term 2 months 12 days 1 day
Risk free interest rate 0.11% 0.11%
Maximum [Member] | Commitment Date [Member]
    
Fair value at commitment and re-measurement dates of company's derivative liabilities    
Expected volatility 144.00% 303.64%
Expected term 3 years 3 years
Risk free interest rate 0.91% 0.17%
Maximum [Member] | Re-measurement Date [Member]
    
Fair value at commitment and re-measurement dates of company's derivative liabilities    
Expected volatility 138.00% 299.60%
Expected term 2 years 11 months 12 days 2 years 9 months 26 days
Risk free interest rate 0.90% 0.17%
XML 60 R53.htm IDEA: XBRL DOCUMENT v2.4.0.8
Commitments (Details Textual 1) (USD $)
 1 Months Ended 6 Months Ended 103 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 2 Months Ended
Apr. 24, 2014
Jan. 31, 2014
Jun. 30, 2014
Jun. 30, 2014
Mar. 25, 2014
Dec. 31, 2013
Aug. 31, 2009
Development services agreement [Member]
Jan. 31, 2009
Development services agreement [Member]
May 29, 2009
Development services agreement [Member]
Jan. 14, 2009
Development services agreement [Member]
Nov. 30, 2009
Public relations services [Member]
Sep. 30, 2009
Public relations services [Member]
Dec. 31, 2009
Public relations services [Member]
Sep. 17, 2009
Public relations services [Member]
Nov. 30, 2009
Public relations services one [Member]
Sep. 30, 2009
Public relations services one [Member]
Dec. 31, 2009
Public relations services one [Member]
Sep. 18, 2009
Public relations services one [Member]
Dec. 31, 2009
Public relations services two [Member]
Sep. 30, 2009
Public relations services two [Member]
Sep. 21, 2009
Public relations services two [Member]
Nov. 30, 2009
Marketing agreement [Member]
Dec. 31, 2010
Marketing agreement [Member]
Dec. 31, 2009
Marketing agreement [Member]
Nov. 21, 2009
Marketing agreement [Member]
Dec. 31, 2009
Celebrity endorsement agreements [Member]
Dec. 31, 2011
Celebrity endorsement agreements [Member]
Dec. 31, 2010
Celebrity endorsement agreements [Member]
Commitments (Textual)                                                        
Description of period of payment for consulting fee               The Company entered into a development services agreement to construct social network software for a fee of $150 and $375 an hour.                                        
Retainer fee paid               $ 20,000                                        
Shares issued in exchange of services             885,714 20,000       500,000       600,000       600,000   30,000       1,710,000    
Common stock value issued for services 21,980           62,000 5,000       175,000       210,000       210,000   53,100       3,285,400    
Most recent fair market value of shares issued for services at issuance date             55,357                                          
Per share price of issued stock $ 0.1099   $ 0.1275 $ 0.1275 $ 0.1275         $ 0.25       $ 0.35       $ 0.35     $ 0.35       $ 1.77      
Shares issued during stock splits               20,000                                        
Increase in shares after forward split               80,000                                        
Par value of shares after forward split               $ 0.0625                                        
Reduced hourly compensation rate (in hrs)                 75                                      
Consulting fee due under consulting agreement                 17,163                                      
Gain (Loss) on extinguishment of debt     (18,596) (11,953)     6,643                                          
Period of agreement                       6 months       6 months       8 months                
Cancelation condition description related to consulting agreement                       The Company has an option to cancel the contract during the first ninety days of the agreement and 200,000 shares will be returned back to the Company.       The Company has an option to cancel the contract at any time, in such event; the consultant will return a prorated amount of shares based on the months remaining in the consulting agreement.       The Company has an option to cancel the contract at any time and no additional stock issuances will be due.                
Shares returned to company upon cancellation of agreement   3,000,000                 300,000 200,000     400,000       400,000                  
Consulting expense                         70,000       70,000   70,000           5,000 87,805 1,484,780 1,712,815
Deferred compensation     (12,500) (12,500)   (50,000)             105,000       140,000   140,000               0  
Reclassification of deferred compensation                         0       0   0                  
Share issuance description under agreement                               Shares will be issued on or before December 18, 2009 in six 100,000 increments.       Shares will be issued on or before September 18, 2009, December 18, 2009, and March 18, 2010, in 200,000 increments.                
Cash paid for compensation                                             $ 2,500 $ 2,500        
Description of period of consulting agreement                                                   one to two years of service.    
XML 61 R2.htm IDEA: XBRL DOCUMENT v2.4.0.8
Condensed Balance Sheets (USD $)
Jun. 30, 2014
Dec. 31, 2013
Current Assets    
Cash $ 53,877 $ 166,778
Inventory 38,071 38,071
Prepaid expenses 17,330 65,069
Debt offering costs - net 27,973 58,009
Total Current Assets 137,251 327,927
Property and equipment, net 216,847 255,317
Other Assets    
Security deposit 413 413
Intangible assets 18,385,175 16,803,954
Total Other Assets 18,385,588 16,804,367
Total Assets 18,739,686 17,387,611
Current Liabilities    
Accounts payable 329,124 206,458
Accrued expenses 138,912 94,973
Line of credit - related party 286,652 140,000
Derivative liabilities 1,641,447 1,885,769
Convertible note payable, net of debt discount of $1,739,119 and $643,814, respectively 969,748 956,357
Total Current Liabilities 3,365,883 3,283,557
Commitments and Contingencies      
Stockholders' Equity    
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, No shares issued and outstanding      
Common stock, $0.0001 par value; 400,000,000 shares authorized, 348,701,623 and 309,543,698 shares issued and outstanding, respectively 35,171 31,255
Additional paid-in capital 47,288,503 41,915,852
Deferred compensation (12,500) (50,000)
Treasury stock (519,575) (520,000)
Deficit accumulated during the development stage (31,417,796) (27,273,053)
Total Stockholders' Equity 15,373,803 14,104,054
Total Liabilities and Stockholders' Equity $ 18,739,686 $ 17,387,611
XML 62 R45.htm IDEA: XBRL DOCUMENT v2.4.0.8
Stockholders' Equity (Details 2) (USD $)
 6 Months Ended 12 Months Ended
Jun. 30, 2014
Dec. 31, 2013
Dec. 31, 2011
Summary of assets acquired      
Goodwill at fair value, Opening Balance $ 9,303,679 $ 9,655,588   
Consideration transferred at fair value:      
Common stock - 24,752,475 Shares        
Net assets acquired:      
Current assets        
Cash    8,011  
Total net assets acquired    8,011  
Amortization (482,779) (343,898)  
Goodwill at fair value, Ending Balance $ 9,303,679 $ 9,303,679   
XML 63 R6.htm IDEA: XBRL DOCUMENT v2.4.0.8
Condensed Statement of Changes in Stockholders' Equity (Unaudited) (Parenthetical) (USD $)
 6 Months Ended 12 Months Ended
Jun. 30, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Dec. 31, 2009
Dec. 31, 2008
Statement of Changes in Stockholders' Equity [Abstract]              
Common stock issued for services to founder ($0.001/sh)             $ 0.001
Common stock issued for cash ($0.25/sh), fair market value         $ 0.25 $ 0.25 $ 0.25
Common stock issued for services ($0.25/sh), fair market value     $ 0.25 $ 0.25 $ 0.25 $ 0.25 $ 0.25
Common stock issued for services ($0.35/sh), fair market value       $ 0.35   $ 0.35  
Common stock issued for services ($0.0625/sh), fair market value           $ 0.0625  
Common stock issued for services ($1.50/sh), fair market value           $ 1.50  
Common stock issued for services ($1.77/sh), fair market value           $ 1.77  
Common stock issued for services ($1.78/sh), fair market value           $ 1.78  
Common stock issued for services ($1.80/sh), fair market value           $ 1.80  
Common stock issued for services ($1.93/sh), fair market value           $ 1.93  
Common stock issued for services ($1.94/sh), fair market value           $ 1.94  
Common stock issued for services ($1.95/sh), fair market value           $ 1.95  
Common stock issued for services ($2.00/sh), fair market value           $ 2.00  
Return of common stock issued for services ($0.35/sh), fair market value           $ 0.35  
Accrued salary conversion into common stock ($0.30/sh), fair market value         $ 0.30    
Common stock issued for services ($0.15/sh), fair market value         $ 0.15    
Common stock issued for services ($0.18/sh), fair market value         $ 0.18    
Common stock issued for services ($0.19/sh), fair market value         $ 0.19    
Common stock issued for services ($0.20/sh), fair market value         $ 0.20    
Common stock issued in exchange for technology rights ($0.25/sh), fair market value         $ 0.25    
Return of common stock issued for services ($1.05/sh), fair market value         $ 1.05    
Common stock issued for services ($1.24/Sh), fair market value         $ 1.24    
Common stock issued for services ($1.70/sh), fair market value         $ 1.70    
Cancellation of shares held in escrow ($1.93/sh), fair market value         $ 1.93    
Common stock issued in exchange for assets ($.10/sh)       $ 0.10      
Common stock issued for services ($0.07/sh), fair market value       $ 0.07      
Common stock issued for services ($0.08/sh), fair market value       $ 0.08      
Common stock issued for services ($.10/sh), fair market value       $ 0.10      
Common stock issued for services ($0.11/sh), fair market value       $ 0.11      
Common stock issued for services (0.22sh), fair market value       $ 0.22      
Common stock issued for services (0.23sh), fair market value       $ 0.23      
Common stock issued for services (0.33sh), fair market value       $ 0.33      
Common stock issued for services (0.39sh), fair market value       $ 0.39      
Common stock issued for services (0.47sh), fair market value       $ 0.47      
Common stock issued for services (0.50sh), fair market value       $ 0.50      
Common stock issued for services (0.54sh), fair market value       $ 0.54      
Common stock issued for services (0.70sh), fair market value       $ 0.70      
Common stock issued for services (0.88sh), fair market value       $ 0.88      
Convertible debt conversion into common stock ($0.0295/sh), fair market value       $ 0.0295      
Convertible debt conversion into common stock ($0.0315/sh), fair market value       $ 0.0315      
Convertible debt conversion into common stock ($0.032/sh), fair market value       $ 0.032      
Convertible debt conversion into common stock ($0.0336/sh), fair market value       $ 0.0336      
Convertible debt conversion into common stock ($0.0454/sh), fair market value       $ 0.0454      
Convertible debt conversion into common stock (0.1339sh), fair market value       $ 0.1339      
Convertible debt conversion into common stock (0.1455sh), fair market value       $ 0.1455      
Convertible debt conversion into common stock (0.1554sh), fair market value       $ 0.1554      
Accrued salary conversion into common stock ($0.11/sh), fair market value       $ 0.11      
Line of credit conversion into common stock ($0.11/sh), fair market value       $ 0.11      
Common stock issued for cash ($0.10/sh), fair market value       $ 0.10      
Common stock issued in exchange for assets ($0.404/sh), fair market value     $ 0.404        
Common stock issued for services (0.62sh), fair market value     $ 0.62        
Common stock issued for services (0.21sh), fair market value     $ 0.21        
Common stock issued for services ($0.30/sh), fair market value     $ 0.30        
Common stock issued for services ($0.32/sh), fair market value     $ 0.32        
Convertible debt conversion into common stock ($0.17032/sh), fair market value     $ 0.17032        
Convertible debt conversion into common stock ($0.1764/sh), fair market value     $ 0.1764        
Convertible debt conversion into common stock ($0.18013/sh), fair market value     $ 0.18013        
Convertible debt conversion into common stock ($0.18128/sh), fair market value     $ 0.18128        
Convertible debt conversion into common stock ($0.18619/sh), fair market value     $ 0.18619        
Convertible debt conversion into common stock ($0.19159/sh), fair market value     $ 0.19159        
Convertible debt conversion into common stock ($0.19670/sh), fair market value     $ 0.19670        
Convertible debt conversion into common stock ($0.1995/sh), fair market value     $ 0.1995        
Convertible debt conversion into common stock ($0.2394/sh), fair market value     $ 0.2394        
Convertible debt conversion into common stock ($0.27067/sh), fair market value     $ 0.27067        
Convertible debt conversion into common stock ($0.2513/sh), fair market value     $ 0.2513        
Convertible debt conversion into common stock ($0.2741/sh), fair market value     $ 0.2741        
Convertible debt conversion into common stock ($0.2763/sh), fair market value     $ 0.2763        
Convertible debt conversion into common stock ($0.322/sh), fair market value     $ 0.322        
Common stock issued for financing costs ($0.34/sh), fair market value     $ 0.34        
Common stock issued for services ($0.19 - $0.37/sh), fair market value, minimum   $ 0.19          
Common stock issued for services ($0.19 - $0.37/sh), fair market value, maximum   $ 0.37          
Common stock issued for services ($0.09 - $0.26/sh), fair market value, minimum $ 0.09            
Common stock issued for services ($0.09 - $0.26/sh), fair market value, maximum $ 0.26            
Common stock issued in exchange for assets ($0.10 - $0.12/sh), fair market value, minimum $ 0.10            
Common stock issued in exchange for assets ($0.10 - $0.12/sh), fair market value, maximum $ 0.12            
XML 64 R59.htm IDEA: XBRL DOCUMENT v2.4.0.8
Related Party Transactions (Details) (USD $)
 1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended 0 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended 1 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 0 Months Ended 6 Months Ended 12 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended
Apr. 24, 2014
Dec. 31, 2008
Jun. 30, 2014
Dec. 31, 2013
Dec. 31, 2010
Dec. 31, 2009
Dec. 31, 2008
Mar. 25, 2014
Jul. 30, 2013
Dec. 11, 2012
Feb. 17, 2011
Principal stockholder [Member]
Jun. 30, 2010
Principal stockholder [Member]
Dec. 31, 2010
Principal stockholder [Member]
Dec. 31, 2009
Principal stockholder [Member]
Jun. 02, 2010
Principal stockholder [Member]
May 28, 2009
Principal stockholder [Member]
Oct. 31, 2008
Founder [Member]
Oct. 14, 2008
Founder [Member]
May 31, 2013
President and CEO[Member]
Oct. 31, 2008
President and CEO[Member]
Dec. 31, 2012
President and CEO[Member]
Dec. 31, 2011
Loans Payable [Member]
Principal stockholder [Member]
Dec. 31, 2009
Loans Payable [Member]
Principal stockholder [Member]
Dec. 31, 2008
Loans Payable [Member]
Principal stockholder [Member]
May 11, 2009
Loans Payable [Member]
Principal stockholder [Member]
Dec. 31, 2009
Loan Payable 1 [Member]
Principal stockholder [Member]
Dec. 31, 2010
Loan Payable 2 [Member]
Principal stockholder [Member]
Feb. 17, 2011
Loan Payable 2 [Member]
Principal stockholder [Member]
May 22, 2009
Loan Payable 2 [Member]
Principal stockholder [Member]
Dec. 31, 2010
Loan Payable 3 [Member]
Principal stockholder [Member]
May 26, 2009
Loan Payable 3 [Member]
Principal stockholder [Member]
Aug. 13, 2013
Loan Payable 4 [Member]
Principal stockholder [Member]
Jun. 30, 2014
Line of Credit [Member]
Jun. 30, 2014
Line of Credit [Member]
Principal stockholder [Member]
Dec. 31, 2013
Line of Credit [Member]
Principal stockholder [Member]
Dec. 31, 2011
Line of Credit [Member]
Principal stockholder [Member]
May 28, 2009
Line of Credit 1 [Member]
Principal stockholder [Member]
Dec. 31, 2011
Line of Credit 1 [Member]
Principal stockholder [Member]
Nov. 10, 2009
Line of Credit 2 [Member]
Principal stockholder [Member]
Dec. 31, 2011
Line of Credit 2 [Member]
Principal stockholder [Member]
Feb. 17, 2011
Line of Credit 3 [Member]
Principal stockholder [Member]
Mar. 25, 2010
Line of Credit 3 [Member]
Principal stockholder [Member]
Dec. 31, 2011
Line of Credit 3 [Member]
Principal stockholder [Member]
Related Party Transactions (Textual)                                                                                      
Notes payable to related party                                               $ 18,803 $ 9,500       $ 15,000   $ 16,700                        
Interest rate on notes payable                                               3.25%   3.25% 3.25%     3.25%                          
Debt repaid to related party                                           18,000 3,803 15,000   1,500 6,000     15,700   28,000     150,213 460,580              
Repaid accrued interest on notes payable to related party transaction                                           2,116                       286,652                  
Repaid Accrued interest on line of credit                                                                       11,283              
Period of line of credit                                                                         2 years   2 years     2 years  
Fair value of line of credit facility                               100,000                                             100,000     500,000  
Line of credit - related party     286,652 140,000                                                                   100,000   100,000     360,580
Line of credit facility amount under line of credit agreement                                                                   142,000 290,000   100,000   100,000     500,000  
Line of credit, interest rate                                                                     4.00%   3.25%   3.25%     3.25%  
Shares issued in conversion of debt     8,108,340                                                                                
Conversion of debt     486,278 3,843,221                                                                         100,000    
Conversion price of debt into shares                   $ 0.50                                   $ 0.11                              
Common stock value issued for services 21,980                               44,900                                                    
Common stock shares issued for services 200,000                               44,900,000                                                    
Per share price of issued stock $ 0.1099   $ 0.1275         $ 0.1275                   $ 0.001                                                  
Shares issued during stock splits                                 44,900,000                                                    
Increase in shares after forward split                                 179,600,000                                                    
Par value of shares after forward split                                 $ 0.00025                                                    
Period of employment agreement                                       10 years                                              
Periodic compensation during period for services                                     24,000 18,000 216,000                                            
Percentage commission on sales                                       10.00%                                              
Accrued compensation convertible amount                     144,000 283,652                                                              
Common shares issued for accrued compensation                     1,309,091 945,507                                                              
Par value of share issued for accrued compensation                     $ 0.11       $ 0.30                                                        
In kind contribution of rent - related party   2,913     9,450 12,600 2,913           9,450 12,600                                                          
Line of credit     150,000 150,000         28,000                                               286,652                    
Debt Instrument principal amount and accrued interest       150,213                                                                              
Line of credit facility, interest rate       4.00%                                                                              
Note payable balance including accrued interest     $ 0                                                                                
XML 65 R35.htm IDEA: XBRL DOCUMENT v2.4.0.8
Convertible Debt - Derivative Liabilities (Details) (USD $)
 6 Months Ended 12 Months Ended
Jun. 30, 2014
Dec. 31, 2013
Dec. 31, 2012
Convertible Notes [Member]
      
Summary of convertible note      
Maturity September 11, 2014 - May 22, 2016 October 24, 2013 - December 29, 2014  
Amount of principal raised $ 1,847,556 $ 3,843,221 $ 1,924,334
Convertible Notes [Member] | Minimum [Member]
      
Summary of convertible note      
Interest Rate 2.50% 4.00%  
Default interest rate 14.00% 14.00%  
Convertible Notes [Member] | Maximum [Member]
      
Summary of convertible note      
Interest Rate 10.00% 10.00%  
Default interest rate 22.00% 22.00%  
Conversion terms 1 [Member]
      
Summary of convertible note      
Amount of principal raised    100,000  
Conversion terms 2 [Member]
      
Summary of convertible note      
Amount of principal raised    83,333  
Conversion terms 3 [Member]
      
Summary of convertible note      
Amount of principal raised    166,000  
Conversion terms 4 [Member]
      
Summary of convertible note      
Amount of principal raised    25,000  
Conversion terms 5 [Member]
      
Summary of convertible note      
Amount of principal raised    111,000  
Conversion terms 6 [Member]
      
Summary of convertible note      
Amount of principal raised    55,500  
Conversion terms 7 [Member]
      
Summary of convertible note      
Amount of principal raised    62,500  
Conversion terms 8 [Member]
      
Summary of convertible note      
Amount of principal raised    100,000  
Conversion terms 9 [Member]
      
Summary of convertible note      
Amount of principal raised    277,777  
Conversion terms 10 [Member]
      
Summary of convertible note      
Amount of principal raised    166,000  
Conversion terms 11 [Member]
      
Summary of convertible note      
Amount of principal raised    103,500  
Conversion terms 12 [Member]
      
Summary of convertible note      
Amount of principal raised    833,334  
Conversion terms 13 [Member]
      
Summary of convertible note      
Amount of principal raised    25,000  
Conversion terms 14 [Member]
      
Summary of convertible note      
Amount of principal raised    50,000  
Conversion terms 15 [Member]
      
Summary of convertible note      
Amount of principal raised    227,222  
Conversion terms 16 [Member]
      
Summary of convertible note      
Amount of principal raised    50,000  
Conversion terms 17 [Member]
      
Summary of convertible note      
Amount of principal raised    103,500  
Conversion terms 18 [Member]
      
Summary of convertible note      
Amount of principal raised    25,000  
Conversion terms 19 [Member]
      
Summary of convertible note      
Amount of principal raised    110,000  
Conversion terms 20 [Member]
      
Summary of convertible note      
Amount of principal raised    282,778  
Conversion terms 21 [Member]
      
Summary of convertible note      
Amount of principal raised    25,000  
Conversion terms 22 [Member]
      
Summary of convertible note      
Amount of principal raised    78,500  
Conversion terms 23 [Member]
      
Summary of convertible note      
Amount of principal raised    100,000  
Conversion terms 24 [Member]
      
Summary of convertible note      
Amount of principal raised    153,500  
Conversion terms 25 [Member]
      
Summary of convertible note      
Amount of principal raised    25,000  
Conversion terms 26 [Member]
      
Summary of convertible note      
Amount of principal raised    282,778  
Conversion Term 27 [Member]
      
Summary of convertible note      
Amount of principal raised    221,000  
Conversion Term 28 [Member]
      
Summary of convertible note      
Amount of principal raised 50,000     
Conversion Term 29 [Member]
      
Summary of convertible note      
Amount of principal raised 282,778     
Conversion Term 30 [Member]
      
Summary of convertible note      
Amount of principal raised 25,000     
Conversion Term 31 [Member]
      
Summary of convertible note      
Amount of principal raised 25,000     
Conversion Term 32 [Member]
      
Summary of convertible note      
Amount of principal raised 103,500     
Conversion Term 33 [Member]
      
Summary of convertible note      
Amount of principal raised 78,500    
Conversion Term 34 [Member]
      
Summary of convertible note      
Amount of principal raised 105,000    
Conversion Term 35 [Member]
      
Summary of convertible note      
Amount of principal raised 550,000    
Conversion Term 36 [Member]
      
Summary of convertible note      
Amount of principal raised 282,778    
Conversion Term 37 [Member]
      
Summary of convertible note      
Amount of principal raised 25,000    
Conversion Term 38 [Member]
      
Summary of convertible note      
Amount of principal raised 105,000    
Conversion Term 39 [Member]
      
Summary of convertible note      
Amount of principal raised 15,000    
Conversion Term 40 [Member]
      
Summary of convertible note      
Amount of principal raised $ 200,000    
XML 66 R22.htm IDEA: XBRL DOCUMENT v2.4.0.8
Summary of Significant Accounting Policies and Organization (Policies)
 6 Months Ended
Jun. 30, 2014
Summary of Significant Accounting Policies and Organization [Abstract]  
Organization and Basis of Presentation

(A) Organization and Basis of Presentation

 

Max Sound Corporation (the "Company") was incorporated in Delaware on December 9, 2005, under the name 43010, Inc. The Company is currently in the development stage, and on or around February 2011, the Company changed its business operations to focus primarily on developing and launching audio technology software.

 

Prior to February 2011, the Company's business operations were focused on creating search technologies within an online networking platform.

 

Activities during the development stage include developing the online networking platform, launching our audio technology, and raising capital.

 

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

 

It is management's opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

 

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

(B) Use of Estimates

 

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.
Cash and Cash Equivalents

(C) Cash and Cash Equivalents

 

For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of June 30, 2014 and December 31, 2013, the Company had no cash equivalents.
Property and Equipment

(D) Property and Equipment

 

Property and equipment are stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is provided using the straight-line method over the estimated useful life of three to five years.
Research and Development

(E) Research and Development

 

The Company has adopted the provisions of FASB Accounting Standards Codification No. 350, Intangibles – Goodwill & Other. Costs incurred in the planning stage of a website are expensed as research and development while costs incurred in the development stage are capitalized and amortized over the life of the asset, estimated to be three years. Expenses subsequent to the launch have been expensed as website development expenses.
Concentration of Credit Risk

(F) Concentration of Credit Risk

The Company at times has cash in banks in excess of FDIC insurance limits. The Company had $0 in excess of FDIC insurance limits as of June 30, 2014 and December 31, 2013.
Revenue Recognition

(G) Revenue Recognition

 

The Company recognized revenue on arrangements in accordance with FASB Codification Topic 605, “Revenue Recognition” (“ASC Topic 605”). Under ASC Topic 605, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. We had revenues of $152 and $1,388 for the three and six months ended June 30, 2014 and revenues of $732 and $1,720 for the three and six months ended June 30, 2013, respectively.
Advertising Costs

(H) Advertising Costs

 

Advertising costs are expensed as incurred and include the costs of public relations activities. These costs are included in consulting and general and administrative expenses and totaled $0 and $2,000 for the three and six months ended June 30, 2014 and advertising costs of $16,944 and $20,797 for the three and six months ended June 30, 2013, respectively.
Identifiable Intangible Assets

(I) Identifiable Intangible Assets

 

As of June 30, 2014 and December 31, 2013, $7,500,275 of costs related to registering a trademark and acquiring technology rights have been capitalized. It has been determined that the trademark and technology rights have an indefinite useful life and are not subject to amortization. However, the trademark and technology rights will be reviewed for impairment annually or more frequently if impairment indicators arise.

 

On November 15, 2012, the Company acquired the rights to assets and audio technology known as Liquid Spins, Inc. through a share exchange, whereby the Company issued 24,752,475 shares of common stock for their rights in Liquid Spins technology (See Note 8 (H)). As of June 30, 2014 and December 31, 2013, $8,820,900 and $9,303,679, respectively, of costs related to this intangible remain capitalized. The technology was placed in service on August 23, 2013 with a useful life of 10 years. However, the technology will be reviewed for impairment annually or more frequently if impairment indicators arise.

 

On May 19, 2014, the Company entered into an agreement to acquire the rights to intellectual property titled “Optimized Data Transmission System and Method” (“ODT”) through a cash payment of $500,000 in addition to a share issuance, whereby the Company issued 10,000,000 shares of common stock, valued at $1,000,000 ($0.10/share). In exchange, the Company received a perpetual, exclusive, worldwide license to the ODT technology for all fields of use. In addition, the Company issued 1,000,000 shares of common stock, valued at $120,000 ($0.12/share), as compensation for the introduction and identification of a seller based on the agreement dated April 10, 2014.

 

As of June 30, 2014, $1,620,000 of costs related to the “ODT” intangible asset remains capitalized. The technology will be reviewed for impairment annually or more frequently if impairment indicators arise. In connection with this agreement, the Company is obligated to make an additional five (5) payments totaling $1,000,000 to be made every 30 days, with the thirty (30) day periods to be waived if fund raising occurs on an anticipated faster time line. The payments of additional cash are contingent on the following funding criteria:

 

  ● The Company shall pay set increments of cash based on a percentage of gross funds received through funds raised.
  ● The Company shall pay 20% of such monies as soon as they are received.

 

The Company shall act as the exclusive agent to facilitate and negotiate any opportunities on behalf of ODT to Companies, Organizations and other qualified entities. Upon any closing, ODT shall receive 50% of gross dollars and the Company shall receive the other 50% at the time of a completion of any transaction opportunity, including legal settlements after subtracting applicable contingent legal fees. The term of the agreement is for the life of the acquired intellectual property.

 

On May 22, 2014, the Company entered into a five (5) year agreement to acquire the rights to intellectual property titled “Engineered Architecture” (“EA Technology”) through a cash payment of $50,000 in addition to a share issuance, whereby the Company issued 4,000,000 shares of common stock, valued at $394,000 ($0.0985/share). In exchange, the Company received for the term of the agreement, the exclusive worldwide right to use the EA Technology. As of June 30, 2014, $444,000 of costs related to this intangible remains capitalized. The technology will be reviewed for impairment annually or more frequently if impairment indicators arise. In connection with this agreement, the Company is obligated to make an additional five (5) payments totaling $500,000 to be made every 30 days, with the thirty (30) day periods to be waived if fund raising occurs on an anticipated faster time line. The payments of additional cash are contingent on the following funding criteria:

 

  ● The Company shall pay set increments of cash based on a percentage of gross funds received through funds raised.
  ● The Company shall pay 10% of such monies as soon as they are received.

  

The Company shall act as the exclusive agent to facilitate and negotiate any opportunities on behalf of EA Technology to Companies, Organizations and other qualified entities. Upon any closing, EA shall receive 50% of gross dollars and the Company shall receive the other 50% at the time of a completion of any transaction opportunity, including legal settlements after subtracting applicable contingent legal fees. In the event the Company sublicenses EA to other entities, profits shall be split 50/50.
Impairment of Long-Lived Assets

(J) Impairment of Long-Lived Assets

 

The Company 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 eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value. No impairments were recorded for the six months ended June 30, 2014 and 2013, respectively.
Loss Per Share

(K) Loss Per Share

 

In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” Basic earnings 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. Diluted EPS gives 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.

 

The computation of basic and diluted loss per share for the six months ended June 30, 2014 and 2013, excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive:

 

   June 30,
2014		  June 30,
2013		 
        
Stock Warrants (Exercise price - $0.10 - $.52/share)   3,635,000   3,335,000 
Stock Options (Exercise price - $0.12 - $.50/share)   12,700,000   12,700,000 
Convertible Debt  (Exercise price - $0.0572 - $.07/share)   39,755,250   17,074,937 
           
 Total   56,090,250   33,109,937 
Income Taxes

(L) Income Taxes

 

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”) Income Taxes. Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Business Segments

(M) Business Segments

 

The Company operates in one segment and therefore segment information is not presented.
Recent Accounting Pronouncements

(N) Recent Accounting Pronouncements

 

On June 10, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation ("ASUE 2014-10"). The guidance is intended to reduce the overall cost and complexity associated with financial reporting for development stage entities without reducing the availability of relevant information. The Board also believes the changes will simplify the consolidation accounting guidance by removing the differential accounting requirements for development stage entities. As a result of these changes, there no longer will be any accounting or reporting differences in GAAP between development stage entities and other operating entities. For organizations defined as public business entities the presentation and disclosure requirements in Topic 915 will no longer be required starting with the first annual period beginning after December 15, 2014, including interim periods therein. Early application is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). The Company is currently evaluating the impact of the adoption of ASU 2010-14 on its financial statements.
Fair Value of Financial Instruments

(O) Fair Value of Financial Instruments

 

The carrying amounts on the Company’s financial instruments including prepaid expenses, accounts payable, accrued expenses, derivative liability, convertible note payable, and loan payable-related party, approximate fair value due to the relatively short period to maturity for these instruments.
Stock-Based Compensation

(P) Stock-Based Compensation

 

In December 2004, the FASB issued FASB Accounting Standards Codification No. 718, Compensation – Stock Compensation. Under FASB Accounting Standards Codification No. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively.

 

Equity instruments (“instruments”) issued to other than employees are recorded 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.
Reclassification

(Q) Reclassification

 

Certain amounts from prior periods have been reclassified to conform to the current period presentation. These reclassifications had no impact on the Company's net loss or cash flows.
Derivative Financial Instruments

(R) Derivative Financial Instruments

 

Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

 

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.
Original Issue Discount

(S) Original Issue Discount

 

For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized to interest expense over the life of the debt.
Debt Issue Costs and Debt Discount

(T) Debt Issue Costs and Debt Discount

 

The Company may pay debt issue costs, and record debt discounts in connection with raising funds through the issuance of convertible debt. These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.
Licensing & Distribution

(U) Licensing & Distribution

 

On May 28, 2014, the Company entered into a license agreement with Akyumen Technologies Corp. (“Akyumen”), an original equipment manufacturer of mobile devices, for the non-exclusive, non-transferable, indivisible worldwide license rights to the use of Company’s API technology in Akyumen’s mobile devices.  The license is for five years and is renewable, with the Company’s approval, at Akyumen’s request.

 

As consideration for the above-referenced license rights, Akyumen agreed to pay the Company royalties of $2.50 per Akyumen device that utilizes the API technology, to be payable on a monthly basis within 15 days after the close of the calendar month.  Akyumen also agreed to pay, within three months of first sale, 50% of non-recurring engineering costs to port the Technology onto the operating systems of the Akyumen devices, inclusive of any local fees, taxes, or other charges.

 

On June 16, 2014, MAXD entered into a license and revenue share agreement with LOOKHU, an online subscription service that delivers movies, music, television shows, apps and games. The agreement grants LOOKHU non-exclusive, non-transferable, indivisible worldwide license rights to the distribution and use of the Company’s Application Programming Interface (“API”) audio processor technology. The license is for five years and is renewable, with the Company’s approval, at LOOKHU’s request.

 

As consideration for the above-referenced license rights, LOOKHU agreed to pay the Company royalties of $2.25 per month per paid subscription to the technology, to be payable on a monthly basis.  Additionally, LOOKHU agreed to pay the Company 4% of the net advertising revenue derived from advertising that utilizes the technology, to be payable on a quarterly basis.

 

Additionally, for the term of the agreement, the parties agreed to split, on a 50/50 basis, net revenue derived from sales of digital music or songs played from a LOOKHU software player, to be payable on a monthly basis.
XML 67 R36.htm IDEA: XBRL DOCUMENT v2.4.0.8
Convertible Debt - Derivative Liabilities (Details 1) (USD $)
 6 Months Ended 12 Months Ended 103 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Dec. 31, 2013
Jun. 30, 2014
Jul. 30, 2013
Jun. 30, 2014
Convertible debt [Member]
Dec. 31, 2013
Convertible debt [Member]
Dec. 31, 2012
Convertible debt [Member]
Jun. 30, 2014
Convertible debt [Member]
Borrowings [Member]
Dec. 31, 2013
Convertible debt [Member]
Borrowings [Member]
Dec. 31, 2012
Convertible debt [Member]
Borrowings [Member]
Summary of convertible debt activities                      
Convertible Debt, Beginning balance $ 150,000       $ 28,000 $ 2,518,746 $ 1,247,054         
Borrowings during period           1,847,556 3,843,221 1,924,334      
Non-Cash Reclassification of accounts payable to debt and addition of penalties           91,938          
Non-Cash Reclassification of accrued interest converted           146,537 113,386        
Repayments 28,340      28,340   (28,340)          
Conversion of debt 486,278   3,843,221     (937,978) (2,684,915) (677,280)      
Convertible Debt, Ending balance $ 150,000   $ 150,000 $ 150,000 $ 28,000 $ 2,708,867 $ 2,518,746 $ 1,247,054      
Interest rate, Minimum           4.00% 2.50% 0.00% 2.50% 2.50% 0.00%
Interest rate, Maximum           10.00% 10.00% 10.00% 10.00% 10.00% 10.00%
Maturity           June 2, 2014 - March 18, 2014 February 2, 2014 - December 29, 2014   September 11, 2014 - May 22, 2016 October 24,2013 - December 29,2014 December 19,2012 - November 19,2013
XML 68 R24.htm IDEA: XBRL DOCUMENT v2.4.0.8
Property and Equipment (Tables)
 6 Months Ended
Jun. 30, 2014
Property and Equipment [Abstract]  
Summary of property and equipment

  June 30,
2014		 December 31, 
2013
     
Website Development $294,795  $294,795 
Furniture and Equipment  99,881   99,881 
Leasehold Improvements  6,573   6,573 
Software  53,897   53,897 
Music Equipment  2,247   -   
Office Equipment  69,629   56,897 
Domain Name  1,500   1,500 
Sign  628   628 
Total  529,150   514,171 
Less: accumulated depreciation and amortization  (312,303)  (258,854)
Property & Equipment, Net $216,847  $255,317 
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Condensed Statements of Cash Flows (Unaudited) (USD $)
 6 Months Ended 103 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Cash Flows From Operating Activities:      
Net Loss $ (4,144,743) $ (4,646,155) $ (31,281,341)
Adjustments to reconcile net loss to net cash used in operations      
Depreciation/Amortization 53,449 40,756 255,240
Depreciation for abandonment of website       57,063
In kind contribution of rent - related party       24,963
Stock and stock options issued for services 662,780 1,115,538 4,965,446
Stock issued for debt financing costs       20,400
Warrants issued for services    84,028 1,214,193
Loss on debt conversion settled through the issuance of stock 90,483 46,093 136,576
Trademark Impairment    275   
Amortization of stock options       1,199,794
Amortization of intangible 482,779    826,677
Bluesky Fees       (1,750)
Amortization of stock based compensation 37,500 517,500 8,178,966
Amortization of original issue discount 104,870 28,382 253,806
Security deposit       (413)
Amortization of debt offering costs 57,036 93,273 394,147
Amortization of debt discount 1,453,425 1,038,097 4,898,680
Change in fair value of derivative liability (690,323) (236,026) (1,671,588)
Loss on debt extinguishment 18,596    18,596
Derivative Expense 47,506 95,877 691,313
Warrants issued for services treated as derivative liabilities       43,809
Gain on sale of intellectual property       (220,000)
Changes in operating assets and liabilities:      
(Increase)/Decrease in prepaid expenses 47,739 1,326 138,020
Increase/(Decrease) in inventory    (30,245) (29,275)
Increase/(Decrease) accounts payable 166,173 11,126 372,630
Increase/(Decrease) in accrued expenses 196,148 62,109 852,665
Net Cash Used In Operating Activities (1,416,582) (1,778,046) (8,661,383)
Cash Flows From Investing Activities:      
Register of trademark      (275)
Cash received in connection with shares issued for assets and intellectual property    7,736 70,895
Cash paid in connection with acquisition of assets and intellectual property (550,000)    (550,000)
Purchase of property equipment (14,979) (6,667) (411,769)
Net Cash Provided by (Used In) Investing Activities (564,979) 1,069 (891,149)
Cash Flows From Financing Activities:      
Proceeds from stockholder loans / lines of credit 142,000    1,080,583
Repayment of stockholder loans / lines of credit      (698,583)
Repayments of convertible note (28,340)    (28,340)
Accrued expenses payment made by a former shareholder       4,400
Proceeds from issuance of convertible note, less offering costs paid 1,755,000 1,882,500 6,967,599
Proceeds from warrants exercised    43,080 43,080
Proceeds from issuance of stock, net of subscriptions receivable and net of offering costs       1,772,920
Proceeds from collection of stock subscription receivable       464,750
Net Cash Provided by Financing Activities 1,868,660 1,925,580 9,606,409
Net Increase / (Decrease) in Cash (112,901) 148,603 53,877
Cash at Beginning of Period 166,778 135,298   
Cash at End of Period 53,877 283,901 53,877
Supplemental disclosure of cash flow information:      
Cash paid for interest        
Cash paid for taxes        
Supplemental disclosure of non-cash investing and financing activities:      
Shares issued in connection with assets and intellectual property 1,514,000    19,314,000
Shares issued in conversion of related party accrued compensation       427,652
Shares issued in conversion of related party line of credit       100,000
Shares issued in conversion of convertible debt and accrued interest 1,819,172 1,090,817 5,286,504
Shares issued in connection with stock dividend       136,713
Shares issued for accrued interest 1,020   6,388
Reclassification of derivative liability to additional paid in capital 1,270,941 823,950 3,983,214
Reclassification of accounts payable to convertible note 43,540    43,540
Stock sold for subscription       464,750
Stock issued for future services (Deferred Compensation)       10,834,011
Shares issued for direct offering costs    20,554 20,554
Accrued interest reclassified to principal (146,537)    (259,923)
Shares purchased in connection with sale of intellectual property       (300,000)
Return of shares related to cancelled contract 425    425
Debt discount recorded on convertible and unsecured debt accounted for as a derivative liability $ 1,669,469 $ 1,867,467 $ 6,561,161
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Condensed Balance Sheets (Parenthetical) (USD $)
Jun. 30, 2014
Dec. 31, 2013
Balance Sheets [Abstract]    
Debt discount $ 1,739,119 $ 643,814
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued      
Preferred stock, shares outstanding      
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 400,000,000 400,000,000
Common stock, shares issued 348,701,623 309,543,698
Common stock, shares outstanding 348,701,623 309,543,698
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Commitments
 6 Months Ended
Jun. 30, 2014
Commitments [Abstract]  
COMMITMENTS

NOTE 9         COMMITMENTS

 

(A) Employment Agreement

 

On October 13, 2008, the Company executed an employment agreement with its President and CEO. The term of the agreement is for ten years. As compensation for services, the President will receive a monthly compensation of $18,000 beginning October 13, 2008. In addition, to the base salary, the employee is entitled to receive a 10% commission of all sales of the Corporation. The agreement also called for the employee to receive health benefits. In January of 2011, the President/CEO resigned and was appointed Chairman and CFO. For the year ended December 31, 2012, the Company recorded $216,000 in compensation expense (See Note 10). In May of 2013, the Company amended the agreement for the Chairman and CFO to receive monthly compensation of $24,000 beginning May 1, 2013.

 

On January 17, 2011, the Company executed an employment agreement with an executive to be the President and CEO for five years.    As compensation for services, the executive will receive a monthly compensation of $8,000 beginning after the completion of at least one million dollars of new funding to the Corporation or can be paid as commissions from sales brought to the Company, whichever comes first. In addition to the base salary, the employee is entitled to receive a 20% commission of all sales the executive is directly responsible for bringing to the Company.    The agreement also calls for the executive to receive, upon execution of the agreement, three million shares of Rule 144 common stock and twelve million options, which are good for three years, to buy shares of Rule 144 common stock at $0.12/share.    As a supplement to the agreement, on February 4, 2011, the executive received an additional twenty million common shares directly from the Chairman of the Company.    On August 25, 2011, the agreement was updated to increase the monthly compensation to $12,000 per month beginning September 1, 2011, terminate the initial 20% commission on sales and to add a commission on sales equal to 10% of gross quarterly profits.    The agreement also called for the employee to receive health benefits (See Note 8(B) and 8(I)).    In May of 2013, the Company amended the agreement for the President and CEO to receive monthly compensation of $18,000 beginning May 1, 2013.

 

On May 17, 2011, the Company executed an employment agreement with its Chief Internet Officer (“CIO”).    The term of the agreement is for five years.    As compensation for services, the CIO will receive a monthly compensation of $9,000 beginning at the completion of at least one million dollars of new funding.    In addition to the base salary, the employee is entitled to receive health benefits.    The agreement also calls for the CIO to receive two million shares of Rule 144 common stock upon the execution of the agreement.    On August 25, 2011, the agreement was updated to increase the monthly compensation to $12,000 per month beginning October 1, 2011.    (See Note 8(B)).

  

On October 1, 2011, the Company executed an employment agreement with its Chief Technical Officer (“CTO”).    The term of the agreement is for five years.    As compensation for services, the CTO will receive a monthly compensation of $10,000, monthly commission equal to 5% of all profits derived from the sales of all products and services related to Max Sound, and an annual bonus of 5% of all profits derived from the sales of all products and services related to Max Sound that is over one million dollars.    In addition to the base salary, the employee is entitled to receive health benefits.    Effective January 1, 2012, the Company increased the monthly compensation to $12,000.        On December 31, 2012 the Company amended the agreement that effective January 1, 2013 the CTO will receive 300,000 shares of common stock and 700,000 three year options at 50 cents per share.

 

On June 11, 2012, the Company executed an employment agreement with its Senior Audio Engineer.    The term of the agreement is for five years.    As compensation for services, the Engineer will receive a monthly compensation of $6,000 beginning July 1, 2012.    In addition to the base salary, the employee is entitled to receive health benefits, and the employee will receive 1,000,000 shares of common stock payable in 125,000 increments per quarter beginning on July 1, 2012.    As of June 30, 2014, all shares have been issued.

 

On November 26, 2012, the Company executed an employment agreement with its VP of Music Development. . The term of the agreement is for two years.    As compensation for services, the VP will receive a monthly compensation of $7,000.    In addition, the employee will receive up to 1,000,000 shares of common stock payable in lots of 125,000 per quarter beginning on December 1, 2012.    In addition, the employee is entitled to a monthly commission equal to 5% of all profits from any sales of music from Liquid Spins that employee is directly responsible for bringing to the Company.    As of January 1, 2014 the employee received 625,000 shares with a fair value of $228,125.  As of February 3, 2014, the employee was terminated with no additional compensation owed.

 

On November 26, 2012, the Company executed an employment agreement with its VP of Music Entertainment. The term of the agreement is for two years.    As compensation for services, the VP will receive a monthly compensation of $8,000.    In addition, the employee will receive up to 1,000,000 shares of common stock payable in lots of 125,000 per quarter beginning on December 1, 2012.    In addition, the employee is entitled to a monthly commission equal to 5% of all profits from any sales of music from Liquid Spins that employee is directly responsible for bringing to the Company.    As of June 30, 2014 the employee received 875,000 shares with a fair value of $319,375.

 

On January 9, 2013, the Company executed an employment agreement with its Director of New Business Development. The term of the agreement is for three years.    As compensation for services, the Director will receive a monthly compensation of $10,000.    Upon the first million dollars in gross sales the salary will increase to $12,000 per month.    In addition, the Director will receive up to 1,000,000 shares of common stock payable in lots of 125,000 per quarter beginning on January 1, 2013.    Also, employee for the first eight quarters of employment has a right to earn 125,000 additional 3 year stock options with a strike price of $0.50 per share as follows:

 

 ●For each million of new gross sales - 125,000 additional 3-year stock options with a strike price of $.50 per share.

 

(B) Consulting Agreement

 

On January 19, 2009, the Company entered into a development services agreement to construct social network software for a fee of $150 and $375 an hour.    The contract will remain in place until either party desires to cancel.    A retainer fee of $20,000 has been paid upon the execution of the agreement and will be used towards the services provided.    In addition, on January 14, 2009 the Company issued 20,000 shares in exchange for services valued at $5,000 ($0.25/share).    As a result of the forward split, the 20,000 shares were increased to 80,000 shares and its purchase price was similarly adjusted to $0.0625 (See Note 7(B) and Note 7(D)).    On May 29, 2009, the Company amended the consulting agreement by reducing the hourly rate to $75 an hour and reducing the outstanding balance due by $17,163. On August 31, 2009, the Company issued 885,714 shares of common stock in exchange for services valued at $62,000 related to the development services agreement entered into on January 19, 2009.   Based on the most recent fair market value at that time, the shares were valued at $55,357 ($0.0625/share), resulting in the recognition of a gain on the extinguishment of debt of $6,643 (See Note 8(B)).

 

On January 20, 2009, the Company entered into a service agreement with a transfer agent to become the Company's transfer agent for the purpose of maintaining stock ownership and transfer records for the Company.

 

On September 17, 2009, the Company entered into a six month consulting agreement with an unrelated third party to provide public relations services.    In exchange for the services provided, on September 18, 2009 the Company issued 500,000 shares of common stock having a fair value of $175,000 ($0.35/share) based upon fair value on the date of grant.    The Company has an option to cancel the contract during the first ninety days of the agreement and 200,000 shares will be returned back to the Company.    On November 11, 2009, the Company cancelled the agreement and 300,000 shares of common stock were returned to the Company.      As of December 31, 2009, $70,000 is recorded as consulting expense and $105,000 of deferred compensation was reclassified to $0 (See Note 8(B)).

  

On September 18, 2009, the Company entered into a six month consulting agreement with an unrelated third party to provide public relations services.    In exchange for the services provided the Company issued 600,000 shares of common stock having a fair value of $210,000 ($0.35/share) based upon fair value on the date of grant.    Shares will be issued on or before December 18, 2009 in six 100,000 increments.    The Company has an option to cancel the contract at any time, in such event; the consultant will return a prorated amount of shares based on the months remaining in the consulting agreement.      On November 18, 2009, the Company cancelled the agreement and 400,000 shares of common stock were returned to the Company.    As of December 31, 2009, $70,000 is recorded as consulting expense and $140,000 of deferred compensation was reclassified to $0 (See Note 8(B)).

 

On September 21, 2009, the Company entered into an eight month consulting agreement with an unrelated third party to provide public relations services.    In exchange for the services provided, the Company issued 600,000 shares of common stock having a fair value of $210,000 ($0.35/share) based upon fair value on the date of grant.    Shares will be issued on or before September 18, 2009, December 18, 2009, and March 18, 2010, in 200,000 increments.    The Company has an option to cancel the contract at any time and no additional stock issuances will be due.    On December 18, 2009, the Company cancelled the agreement and 400,000 shares of common stock were returned to the Company.    As of December 31, 2009, $70,000 is recorded as consulting expense and $140,000 of deferred compensation was reclassified to $0 (See Note 8(B)).

 

On October 20, 2009, the Company entered into a marketing agreement with an unrelated third party.    In exchange for the services provided, on November 21, 2009, the Company issued 30,000 shares of common stock having a fair value $53,100 ($1.77/share) based upon fair value on the date of grant, and compensation of $5,000, of which $2,500 was paid in 2009 upon the execution of the agreement and the remaining $2,500 was paid in 2010 upon completion (See Note 8(B)).

 

During the months of November and December 2009, the Company entered into celebrity endorsement agreements for a period of one to two years of service.    In total, 1,710,000 shares of common stock were issued having a fair value of $3,285,400 based upon fair value on the respective date of grant.    During 2009 and 2010, $87,805 and $1,712,815 was recorded as consulting expense, respectively.    For the year ended December 31, 2011, $1,484,780 is recorded as consulting expense, and $0 is recorded as deferred compensation (See Note 8(B)).

 

On December 3, 2009, the Company entered into a commission agreement with an unrelated third party.    The company will pay a 10% commission in shares of common stock for every passive endorsement.    In exchange for the services provided the Company issued 35,000 shares of common stock having a fair value $68,250 ($1.95/share) based upon fair value on the date of grant (See Note 8(B)).

 

On December 3, 2009, the Company entered into a commission agreement with an unrelated third party.    The company will pay a 10% commission in shares of common stock for every passive endorsement.    In exchange for the services provided the Company issued 240,000 shares of common stock having a fair value $468,000 ($1.95/share) based upon fair value on the date of grant (See Note 8(B)).

 

On December 3, 2009, the Company entered into a commission agreement with an unrelated third party.    The company will pay a 10% commission in shares of common stock for every passive endorsement.    In exchange for the services provided the Company issued 35,000 shares of common stock having a fair value $68,250 ($1.95/share) based upon fair value on the date of grant (See Note 8(B)).

 

On December 3, 2009, the Company entered into a commission agreement with an unrelated third party.    The company will pay a 10% commission in shares of common stock for every passive endorsement.    In exchange for the services provided the Company issued 10,000 shares of common stock having a fair value $19,500 ($1.95/share) based upon fair value on the date of grant (See Note 8(B)).

 

On December 15, 2009, the Company entered into a consulting agreement with an unrelated third party to provide investor services.    The Company will receive a 10% of the gross receipts from the investor relations revenue for a two year period.    In exchange for the satisfactory services provided, on December 15, 2009, the Company issued 100,000 shares of common stock having a fair value of $200,000 ($2/share) based upon fair value on the date of grant (See Note 8(B)).

 

On December 27, 2009, the Company entered into a consulting agreement with an unrelated third party to provide film work.    In exchange for the services provided the Company issued 10,000 shares of common stock having a fair value $19,400 ($1.94/share) based upon fair value on the date of grant (See Note 8(B)).

 

On December 27, 2009, the Company entered into an endorsement agreement with an unrelated third party to provide film work.    In exchange for the services provided the Company issued 10,000 shares of common stock having a fair value $19,400 ($1.94/share) based upon fair value on the date of grant (See Note 7(B)).

  

On December 27, 2009, the Company entered into a consulting agreement with an unrelated third party to provide film scripting, editing and production work.    In exchange for the services provided the Company issued 10,000 shares of common stock having a fair value $19,400 ($1.94/share) based upon fair value on the date of grant (See Note 8(B)).

 

On December 30, 2009, the Company entered into a marketing agreement with an unrelated third party for a period from January 2010 to December 2010.    In exchange for the services provided, the Company issued 500,000 shares of common stock having a fair value of $965,000 ($1.93/share) based upon fair value on the date of grant.    An additional 1,000,000 shares of common stock having a fair value of $1,930,000 ($1.93/share) based upon fair value on the date of grant were issued for an additional sponsorship commitment. The additional 1,000,000 shares were to be held in escrow until June 30, 2010, at which point the unrelated party would have 15 days to accept or decline the additional shares.      As of December 31, 2010, the shares were returned back to the Company’s treasury due to non-performance of services and no additional shares will be issued (See Note 8(B)).

 

On December 31, 2009, the Company entered into a consulting agreement with an unrelated third party for a period from December 31, 2009 through March 30, 2011.    In exchange for the services provided, the Company issued 75,000 shares of common stock having a fair value of $144,750 ($1.93/share) based upon fair value on the date of grant, and deliverable in three increments of 25,000 shares of common stock each. The first 25,000 shares will be delivered upon the execution of the agreement and the other two increments will be delivered in six and twelve months upon the successful fulfillment of the agreement (See Note 8(B)).

 

On December 31, 2009, the Company entered into a consulting agreement with an unrelated third party for a period from December 31, 2009 through March 30, 2011.    In exchange for the services provided, the Company issued 75,000 shares of common stock having a fair value of $144,750 ($1.93/share) based upon fair value on the date of grant, and deliverable in three increments of 25,000 each. The first 25,000 shares will be delivered upon the execution of the agreement and the other two will be delivered in six and twelve months upon the successful fulfillment of the agreement (See Note 8(B)).

 

On December 31, 2009, the Company entered into a consulting agreement with an unrelated third party for a period from December 31, 2009 through December 31, 2010.    In exchange for the services provided, the Company issued 500,000 shares of common stock having a fair value of $965,000 ($1.93/share) based upon fair value on the date of grant (See Note 8(B)).

 

On January 11, 2010, the Company entered into a twelve month agreement with an unrelated third party for investor relations press release service for an annual fee of $14,250 and an initial onetime fee of $250.

 

On January 15, 2010, the Company entered into a two year celebrity endorsement agreement.    In total, 100,000 shares of common stock were issued having a fair value of $170,000($1.70/share) based upon fair value on the date of grant (See Note 8(B)).

 

On February 1, 2010, the Company entered into a twelve month consulting agreement effective February 5, 2010, with an unrelated third party to produce music compositions for a fee of $500.    The agreement can be renewed for up to two additional years for a fee of $500 for the first renewal year and $750 for the second renewal year.

 

On February 17, 2010, the Company entered into a twelve month consulting agreement with an unrelated third party effective February 17, 2010.    In exchange for the services provided, the Company issued 1,000,000 shares of common stock having a fair value of $1,240,000 ($1.24/share) based upon fair value on the date of grant (See Note 8(B)).

 

On June 1, 2010, the Company entered into a twelve month consulting agreement to provide for consulting and business services in raising capital.    The Company agrees to pay a finder’s fee on all capital raised in stock and warrants.    The Company paid an initial nonrefundable retainer fee by issuing 40,000 shares of stock having a value of $10,000 ($0.25/share) based upon fair value on the date of the agreement.    In conjunction with the stock payment, the Company also issued one warrant attached to each share of stock exercisable at $0.50 per warrant.    Based upon the number of shares (40,000 shares) of stock issued, the Company issued 40,000 warrants (See Note 8(B) and Note 8(C).

 

On May 11, 2010, the Company acquired the rights to an audio technology known as Max Audio Technology (Max) through a share exchange, whereby the Company issued 30,000,000 shares of common stock to two individuals in exchange for their rights in Max having a value of $7,500,000 based upon recent market value ($0.25/share).    (See Note 8(H)).

 

In accordance with the share exchange, the former owners to the rights of Max became Executives of the Company.    The two new executives individually entered into employment agreements with the Company on May 11, 2010.    The term of the employment agreements are for ten years of service at a monthly compensation of $8,500 for each executive.    In addition, the Executives are entitled to receive 5% of all revenues derived from the sale of all products and services related to the Max Audio Technology.    On January 2, 2011, the agreement was cancelled.

  

On April 15, 2010, the Company entered into a finder’s fee agreement.    For each qualified investor introduced to the Company by the consultant, the Company will pay a 10% fee in cash equal to 10% of the dollar amount of securities purchased,    In addition, the Company will pay a 10% fee in warrants equal to 10% of the number of shares of stock purchased (See Note 8(C)).

 

On August 8, 2010, the Company entered into a consulting agreement with an unrelated third party to provide consulting services.    Upon the execution of the agreement, the consultant received 100,000 shares of common stock.    A monthly issuance of 100,000 shares of common stock will be issued as a compensation of services provided.    The term of the agreement is for three months and will continue to renew for three month intervals unless cancelled by either party.    The agreement was cancelled on November 1, 2010 (See Note 8(B)).

 

On August 17, 2010, the Company entered into a consulting agreement.    The agreement shall remain in effect until terminated.    In exchange for the services provided, the consultant will receive a $500 a month allowance for general expenses.    In addition, for all the new business brought to the Company the consultant will receive a 10% compensation for each gross dollar received by the Company.    On February 15, 2011, the Company terminated the agreement.

 

On December 14, 2010, the Company entered into to a consulting agreement for consulting and advertising services.    Upon the execution of the agreement, the consultant received 250,000 shares with an additional 750,000 shares to be issued upon consultant obtaining sponsorship rights in the year 2011.    The sponsorship rights were not obtained and the agreement was cancelled in 2011 and the additional 750,000 shares were never issued (See Note 8(B)).

 

On February 17, 2011, the Company entered into a consulting agreement for public relations and communications services.    In exchange for the services provided, the consultant received 500,000 shares of common stock. The term of the agreement is for one year (See Note 8 (B)).

 

On March 3, 2011, the Company entered into a consulting agreement for public relations and communications services.    In exchange for the services provided, the consultant received 1,000,000 shares of common stock. The term of the agreement is for one year (See Note 8 (B)).

 

On June 10, 2011, the Company entered into a five year advisory board consulting agreement with three persons to provide for consulting and business services.    In exchange for the services provided, the consultants received 100,000 shares of common stock each.    (See Note 8(B)).

 
 

On June 15, 2011, the Company entered into a consulting agreement with an unrelated third party for software and computer technology services.    In exchange for the services provided, the consultant will be paid $70 per hour with $50 per hour paid in cash and $20 per hour paid in Company stock at $0.10 per share.    The term of the agreement is for one year. (See Note 8(B)).

 

On July 1, 2011, the Company entered into a consulting agreement with an unrelated third party for trade show services.    In exchange for the services provided, the consultant received 6,500 shares of common stock at $0.08/per share. The agreement was for one-time services. (See Note 8(B)).

 

During the year ended December 31, 2011, the Company entered into an agreement with an unrelated third party for software and computer technology services.    In exchange for the services provided, the consultant received 76,483 shares of common stock at $0.10 – 0.39 per share. The term of the agreement is for one year. (See Note 8(B)).

 

In September 2011, the Company entered into a five year advisory board consulting agreement with three persons to provide for consulting and business services.    In exchange for the services provided, the consultants received 100,000 shares of Company stock at $0.23 – 0.39 per share.    The terms of the agreements are for five years. (See Note 8(B)).

 

On September 21, 2011, the Company entered into a consulting agreement with an unrelated third party for investor relation services.    In exchange for the services provided, the consultant received 400,000 shares of Company stock at $0.25 per share.    The term of the agreement is for six months. (See Note 8(B)).

 

During the three months ended December 31, 2011, the Company entered into a five year advisory board consulting agreement with five persons to provide for consulting and business services.    In exchange for the services provided, the consultants received 100,000 shares of Company stock at $0.47 – 0.88 per share.    The terms of the agreements are for five years. (See Note 8(B)).

  

On August 3, 2012, the Company entered into an endorsement agreement with an unrelated third party for a period from August 3, 2012 through August 3, 2015.    In exchange for the services provided, the Company issued 3,000,000 shares of common stock having a fair value of $960,000 ($0.30/share) based upon fair value on the date of grant (See Note 8(B)). The delivery of the shares will be made in four 750,000 tranches to coincide with each of the four points listed below:

 

 ●Record two (2) one-minute video endorsements (English and Spanish)

 

 ●Release of Mobile Application

 

 ●Use of MAXD HD technology in the next two major music projects.

 

 ●Any additional projects that effectively promote the use of MAXD technology.

 

As December 31, 2012, the first two of the four points listed above have been completed and the Company recorded $480,000 as deferred compensation and $480,000 in endorsement expense.    As of March 31, 2013, the second two of the four points listed above have been completed and the Company recognized $480,000 in endorsement expense (See Note 8(B)). The Company and the third party have completed the video endorsement and the mobile application and launched both in August 2013. In September 2013, the parties decided that they would not be effective working together due to a change in marketing goals. The parties reached an agreement whereby the Company will not promote the endorsement or the mobile application and the third party will return all shares received to the Company who in turn will return them to the Company treasury.    As of January 2014, the August 3, 2012 agreement has been terminated and 3,000,000 shares have been returned to the Company.

 

On August 22, 2012, the Company entered into a consulting agreement with an unrelated third party for a period from September 1, 2012 through August 31, 2013.    In exchange for the services provided, the Company issued 500,000 shares of common stock having a fair value of $150,000 ($0.30/share) based upon fair value on the date of grant (See Note 8(B)).

 

On September 14, 2012, the Company entered into a licensing agreement with an unrelated third party for a period from September 14, 2012 through September 14, 2013.    The agreement will automatically extend on a year to year basis unless terminated by either party.    Upon the execution of the agreement, the Company paid a non-refundable $15,000 upfront fee for the use of the license.    Any additional technical support will be provided on as needed basis at an hourly rate of $250/hour.

 

On December 1, 2012, the Company entered into a consulting agreement with an unrelated third party for a period from December 1, 2012 through November 30, 2013.    In exchange for the services provided, the Company will pay a monthly consulting fee of $10,000.    A bonus may be provided for $26,000 after one year of service in the sole discretion of the Company.    In addition, the Company will grant 500,000 three year warrants with an exercise price of $0.45 per share.    Within 10 days of executing the consulting agreement the consultant will loan the Company $120,000 in convertible note converted at 50 cents per share (See Note 7).

 

In July 2013, the Company entered into a financial advisor agreement for a period of six months with the advisor providing various assistance including introductions to potential investors. The Agreement calls for a fee of $25,000 with an additional $7,500 due and payable on the 1st day of the subsequent five months. On July 8, 2013, the Company issued 1,500,000 common shares as consideration for these services valued at $315,000 (See note 8(C)).

 

In July 2013, the Company entered into a digital content distribution agreement for a period of 1 year.    The agreement calls for an advance of $25,000, the fees are recorded as prepaid expenses, earned based on downloaded content for a minimum of $120,000 per year.    The agreement also calls for a onetime fee of $50,000 for synchronization services of which $25,000 has been paid and has been recorded as a prepaid expense.    As of December 31, 2013, the Company paid a total of $50,000 in connection with this agreement which has been recorded as prepaid expenses.

 

(C) Operating Lease Agreements

 

On September 20, 2012, the Company took over a month to month operating lease upon completing the asset purchase agreement with Liquid Spins. The lease began on October 1, 2012 at a monthly rate of $1,585. The Company gave notice to end this month to month lease, with a final end date of February 28, 2014.

 

On September 1, 2010, the Company executed a three-year non-cancelable operating lease for its new corporate office space. The lease began on October 1, 2010 and expires on September 30, 2013. Total base rent due during the term of the lease is $134,880. At the current time the Company is continuing on with the existing office space on a month to month basis based on the previous terms and conditions of the recently expired lease.
XML 73 R1.htm IDEA: XBRL DOCUMENT v2.4.0.8
Document and Entity Information
 6 Months Ended
Jun. 30, 2014
Aug. 12, 2014
Document and Entity Information [Abstract]    
Entity Registrant Name Max Sound Corp  
Entity Central Index Key 0001353499  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Type 10-Q  
Document Period End Date Jun. 30, 2014  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2014  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   356,909,963
XML 74 R18.htm IDEA: XBRL DOCUMENT v2.4.0.8
Related Party Transactions
 6 Months Ended
Jun. 30, 2014
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 10        RELATED PARTY TRANSACTIONS

 

Loans

 

During the year ended December 31, 2008, the Company received $18,803 from the principal stockholder.    Pursuant to the terms of the loan, the loan is bearing an annual interest rate of 3.25% and due on demand.    In 2008, the Company repaid $15,000 in principal to the principal stockholder.    In 2009, the Company repaid $3,803 in principal to the principal stockholder.    As of December 31, 2010, the principal portion of this principal stockholder loan balance has been repaid (See Note 3).

 

On May 11, 2009, the Company received $9,500 from a principal stockholder. During the year ended December 31, 2009, the Company repaid $1,500 in principal to the principal stockholder.    Pursuant to the terms of the loan, the loan is bearing an annual interest rate of 3.25% and is due on demand (See Note 3).

 

On May 22, 2009, the Company received $15,000 from a principal stockholder.    During the year ended December 31, 2010, the Company repaid $6,000 in principal to a principal stockholder under the terms of the loan.    Pursuant to the terms of the loan, the loan is bearing an annual interest rate of 3.25% and is due on demand (See Note 3).

 

On May 26, 2009, the Company received $16,700 from a principal stockholder.    During the year ended December 31, 2010, the Company repaid $15,700 in principal to the principal stockholder under the terms of this loan.    Pursuant to the terms of the loan, the loan is bearing an annual interest rate of 3.25% and is due on demand (See Note 3).

 

During the year ended December 31, 2011, the Company repaid $18,000 in principal and $2,116 of accrued interest to the principal stockholder related to these principal loans (See Note 3).

 

On July 30, 2013, the Company received $28,000 from the principal stockholder which was repaid on August 13, 2013 (See Note 3).

 

As of March 31, 2014, the note payable balance including accrued interest totaled $0.

 

Line of Credit

 

On May 28, 2009, the Company entered into a two year line of credit agreement with a principal stockholder in the amount of $100,000.    The line of credit carries an interest rate at 3.25%.    As of December 31, 2011, the principal shareholder has advanced the Company $100,000 under the terms of this line of credit agreement (See Note 4).

 

On November 10, 2009, the Company entered into a two year line of credit agreement with a principal stockholder in the amount of $100,000.    The line of credit carries an interest rate at 3.25%.    As of December 31, 2011, the principal shareholder has advanced $100,000 to the Company under the terms of this line of credit agreement (See Note 4).

 

On March 25, 2010, the Company entered into a two year line of credit agreement with the principal stockholder in the amount of $500,000.    The line of credit carries an interest rate of 3.25%.    On February 17, 2011, the principal stockholder converted $100,000 of the line of credit owed into 909,091 shares of common stock at $0.11 per share.    As of December 31, 2011, the principal stockholder has advanced $360,580 to the Company under this line of credit agreement (See Note 8(G) and Note 4).

 

As of December 31, 2011, the Company repaid $460,580 in principal and $11,283 of accrued interest to the principal stockholder related to these lines of credit (See Note 4).

 

During the year ended December 31, 2013, the Company received $290,000 from the principal stockholder.    The Company repaid $150,213 in principal and accrued interest in the month of October 2013 to the principal stockholder under the term of this line of credit.    Pursuant to the terms of the loan, the loan is bearing an annual interest rate of 4% and is due on or before September 26, 2015.  During the six months ended June 30, 2014, the principal stockholder loaned an additional $142,000.  As of June 30, 2014, the line of credit balance including accrued interest totaled $286,652 (See Note 4).

 

Services and other Contributions

 

On October 14, 2008, the Company issued 44,900,000 shares of common stock to its founder having a fair value of $44,900 ($0.001/share) in exchange for services provided. As a result of the forward split effected in January 2009, the 44,900,000 shares were increased to 179,600,000 shares and its purchase price was similarly adjusted to $0.00025 (See Note 8(B) and Note 7(D)).

  

On October 13, 2008, the Company executed an employment agreement with its President and CEO.    The term of the agreement is ten years.    As compensation for services, the President will receive a monthly compensation of $18,000 beginning October 13, 2008.    In addition, to the base salary, the employee is entitled to receive a 10% commission of all sales of the Corporation.    The agreement also calls for the employee to receive health benefits.    In January of 2011, the President/CEO resigned and was appointed Chairman and CFO.    In May of 2013, the Company amended the agreement for the Chairman and CFO to receive monthly compensation of $24,000 beginning May 1, 2013 (See Note 9(A)).

 

On June 2, 2010, a principal stockholder converted $283,652 of accrued compensation into 945,507 shares of common stock at $0.30 per share.    (See Note 8(G)).

 

On February 17, 2011, a principal stockholder converted $144,000 of accrued compensation into 1,309,091 shares of common stock at $.0.11 per share. (See Note 8(G)).

 

During the fourth quarter of 2008, the principal stockholder contributed office space with a fair market value of $2,913 (See Note 8(F)).

 

For the year ended December 31, 2009, the principal stockholder contributed office space with a fair market value of $12,600 (See Note 8(F)).

 

For the year ended December 31, 2010, the principal stockholder contributed office space with a fair value of $9,450 (See Note 8(F)).
XML 75 R4.htm IDEA: XBRL DOCUMENT v2.4.0.8
Condensed Statements of Operations (Unaudited) (USD $)
 3 Months Ended 6 Months Ended 103 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Statements of Operations [Abstract]          
Revenue $ 152 $ 732 $ 1,388 $ 1,720 $ 27,717
Operating Expenses          
General and administrative 916,940 492,879 1,680,606 1,440,696 6,905,348
Endorsement fees          480,000 5,422,277
Consulting 140,894 143,211 274,706 270,287 6,921,668
Professional fees 128,858 110,630 406,332 603,388 1,853,575
Website development             251,263
Compensation 246,800 411,340 503,200 681,699 4,982,066
Total Operating Expenses 1,433,492 1,158,060 2,864,844 3,476,070 26,336,197
Loss from Operations (1,433,340) (1,157,328) (2,863,456) (3,474,350) (26,308,480)
Other Income / (Expense)          
Interest income             688
Other income 37,500    37,500    44,405
Gain on sale of intellectual property             220,000
Gain (Loss) on extinguishment of debt     (18,596)   (11,953)
Interest expense (80,612) (32,453) (197,195) (62,109) (403,067)
Derivative Expense (47,506) (71,752) (47,506) (95,877) (691,313)
Amortization of debt offering costs (18,053) (72,418) (97,036) (121,655) (619,084)
Loss on conversions (48,398)    (90,483) (46,093) (136,576)
Amortization of debt discount (772,139) (660,334) (1,558,294) (1,082,097) (5,046,600)
Change in fair value of embedded derivative liability 2,407,587 47,534 690,323 236,026 1,670,639
Total Other Income / (Expense) 1,478,379 (789,423) (1,281,287) (1,171,805) (4,972,861)
Provision for Income Taxes               
Net Income (Loss) $ 45,039 $ (1,946,751) $ (4,144,743) $ (4,646,155) $ (31,281,341)
Net Loss Per Share - Basic and Diluted $ 0.00 $ (0.01) $ (0.01) $ (0.02)  
Weighted average number of shares outstanding during the year Basic and Diluted 333,384,831 295,880,176 323,325,126 293,158,844  
XML 76 R12.htm IDEA: XBRL DOCUMENT v2.4.0.8
Line Of Credit Principal Stockholder
 6 Months Ended
Jun. 30, 2014
Line Of Credit - Principal Stockholder [Abstract]  
LINE OF CREDIT - PRINCIPAL STOCKHOLDER

NOTE 4           LINE OF CREDIT – PRINCIPAL STOCKHOLDER

 

On May 28, 2009, the Company entered into a two year line of credit agreement with the principal stockholder in the amount of $100,000. The line of credit carries an interest rate of 3.25%. As of December 31, 2011, the principal stockholder has advanced the Company $100,000 under the terms of this line of credit agreement (See Note 10). 

  

On November 10, 2009, the Company entered into a two year line of credit agreement with the principal stockholder in the amount of $100,000. The line of credit carries an interest rate of 3.25%. As of December 31, 2011, the principal stockholder has advanced $100,000 to the Company under the terms of this line of credit agreement (See Note 10).

 

On March 25, 2010, the Company entered into a two year line of credit agreement with the principal stockholder in the amount of $500,000. The line of credit carries an interest rate of 3.25%. On February 17, 2011, the principal stockholder converted $100,000 of the line of credit owed into 909,091 shares of common stock at $0.11 per share. As of December 31, 2011, the principal stockholder has advanced $360,580 to the Company under the terms of this line of credit agreement. (See Note 8(G) and Note 10).

 

As of December 31, 2011, the Company repaid $460,580 in principal and $11,283 of accrued interest to the principal stockholder related to these lines of credit (See Note 10).

 

During the year ended December 31, 2013, the Company received $290,000 from the principal stockholder, and the Company repaid $150,213 in principal and accrued interest to the principal stockholder under the term of a line of credit agreement dated September 26, 2013. Pursuant to the terms of the loan, the loan is bearing an annual interest rate of 4% and is due on or before September 26, 2015. During the six months ended June 30, 2014, the principal stockholder loaned an additional $142,000. As of June 30, 2014, the line of credit balance including accrued interest totaled $286,652 (See Note 10).
XML 77 R11.htm IDEA: XBRL DOCUMENT v2.4.0.8
Note Payable - Principal Stockholder
 6 Months Ended
Jun. 30, 2014
Note Payable - Principal Stockholder [Abstract]  
NOTE PAYABLE - PRINCIPAL STOCKHOLDER

NOTE 3           NOTE PAYABLE – PRINCIPAL STOCKHOLDER

 

During the year ended December 31, 2008, the Company received $18,803 from Greg Halpern, the Company's Chief Financial Officer and principal stockholder (referred to herein as the "principal stockholder"). Pursuant to the terms of the loan, the loan is bearing an annual interest rate of 3.25% and due on demand. In 2008, the Company repaid $15,000 in principal to the principal stockholder. In 2009, the Company repaid $3,803 in principal to the principal stockholder. As of December 31, 2010, the principal portion of this principal stockholder loan balance has been repaid (See Note 10).

 

On May 11, 2009, the Company received $9,500 from the principal stockholder. During the year ended December 31, 2009, the Company repaid $1,500 in principal to the principal stockholder. Pursuant to the terms of the loan, the loan is bearing an annual interest rate of 3.25% and is due on demand (See Note 10).

 

On May 22, 2009, the Company received $15,000 from the principal stockholder. During the year ended December 31, 2010, the Company repaid $6,000 in principal to the principal stockholder under the terms of the loan. Pursuant to the terms of the loan, the loan is bearing an annual interest rate of 3.25% and is due on demand (See Note 10).

 

On May 26, 2009, the Company received $16,700 from the principal stockholder. During the year ended December 31, 2010, the Company repaid $15,700 in principal to the principal stockholder under the term of this loan. Pursuant to the terms of the loan, the loan is bearing an annual interest rate of 3.25% and is due on demand (See Note 10).

 

During the year ended December 31, 2011, the Company repaid $18,000 in principal and $2,116 of accrued interest to the principal stockholder related to these principal stockholder loans (See Note 10).

 

On July 30, 2013, the Company received $28,000 from the principal stockholder which was repaid on August 13, 2013 (See Note 10).

 

As of June 30, 2014, the note payable balance including accrued interest totaled $0.
XML 78 R23.htm IDEA: XBRL DOCUMENT v2.4.0.8
Summary of Significant Accounting Policies and Organization (Tables)
 6 Months Ended
Jun. 30, 2014
Summary of Significant Accounting Policies and Organization [Abstract]  
Summary of potentially dilutive securities

   June 30,
2014		  June 30,
2013		 
        
Stock Warrants (Exercise price - $0.10 - $.52/share)   3,635,000   3,335,000 
Stock Options (Exercise price - $0.12 - $.50/share)   12,700,000   12,700,000 
Convertible Debt  (Exercise price - $0.0572 - $.07/share)   39,755,250   17,074,937 
           
 Total   56,090,250   33,109,937 
XML 79 R19.htm IDEA: XBRL DOCUMENT v2.4.0.8
Litigation
 6 Months Ended
Jun. 30, 2014
Loss Contingency [Abstract]  
LITIGATION

NOTE 11       LITIGATION

 

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business.

 

On February 21, 2012, the Company filed a suit for breach of contract, intentional misrepresentation, negligent misrepresentation, fraud, false advertising, and unfair competition with a former consultant.   It seeks damages due to their alleged failure to meet the contractual requirements regarding promotions.   The defendant has been served.   In August of 2013, the Company received a Default Judgment against the Defendant.    This case will be vigorously prosecuted and has a good likelihood of success.   The case seeks in excess of the jurisdictional amount which is $50,000 dollars.

 

On August 14, 2012, the Company, along with two shareholders of the Company, were named as a defendant in an action filed in the Superior Court for the State of California and the County of San Diego. The plaintiff alleges he was terminated by his former employer “Acoustics Control Sciences, LLC” (which is a company that is not affiliated with Max Sound Corporation) in August 2008 without receiving wages and other compensation allegedly due him. The plaintiff further claims that two of the members or “shareholders” of Acoustics Control Sciences, LLC, wrongfully transferred a patent owned by his former employer and this transfer prevented his former employer from paying the wages alleged due. According to the plaintiff, when the assets of his former employer were sold to the Company, Max Sound Corporation became a successor-in-interest to the plaintiff’s former employer. Plaintiff thus seeks unpaid wages and other compensation from each alleged successor-in-interest named in his complaint. This case will be vigorously prosecuted and has a good likelihood of success.

 

On August 23, 2012, Koss Corporation filed a lawsuit against the Company in the United States District Court for the Eastern District of Wisconsin alleging trademark infringement. Based upon its federally registered trademark “Hearing is Believing” for stereo headphones, Koss Corporation contends that the Company’s use of “Hearing in Believing” in advertisements for mobile phone software and the Company’s related trademark application for mobile phone software constitutes trademark infringement and unfair competition. The Company denies these allegations, and contends that the goods and services of the two companies are not related and are, in fact, sold or distributed in different channels. On October 26, 2012, the Company filed a motion to dismiss the lawsuit pending in the Eastern District of Wisconsin, and the lawsuit was dismissed for lack of personal jurisdiction. On June 7, 2013, Koss Corp. re-filed its lawsuit in the U.S. District Court for the Central District of California. About the same time, the U.S. Patent and Trademark Office published in the Official Gazette “Hearing is Believing” as a trademark for the Company. Koss Corp. responded by filing an opposition to registration of that mark by Max Sound Corporation. Koss opposition to registration, pending before the Trademark Trial and Appeal Board (“TTAB”), repeats the same allegations that appear in Koss’ federal complaint. Max Sound Corporation denied the allegations of the TTAB opposition and the federal complaint. The parties are in the final stage of settlement at this time. Due to a lack of interest to use the trademark by the Company and its partners, the Company abandoned the mark and entered into a final settlement with the plaintiff in December 2013.

 

No assurance can be given as to the ultimate outcome of these actions or its effect on the Company.
XML 80 R15.htm IDEA: XBRL DOCUMENT v2.4.0.8
Convertible Debt
 6 Months Ended
Jun. 30, 2014
Note Payable/Line Of Credit - Principal Stockholder and Convertible Debt - Derivative Liabilities and Convertible Debt [Abstract]  
CONVERTIBLE DEBT

NOTE 7          CONVERTIBLE DEBT

 

On December 11, 2012, the Company entered into an agreement whereby the Company will issue up to $120,000 in a convertible note.    The note matured on December 11, 2013 and bears an interest rate of 8%. As of December 31, 2013 and 2012, the Company balance of the convertible note and accrued interest is $128,810 and 120,526, respectively.      The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    The conversion price equals to $0.50 per share.    For the year ended December 31, 2013, the Company issued 24,000 shares of common stock for accrued interest having a fair value of $5,368 ($0.21 - $0.25/share).

 

As of December 31, 2013, the note was outstanding and was in default.

 

During the three months ended March 31, 2014, the Company negotiated modifications to the December 11, 2012 convertible debt.  For the modification, the Company compared the value of both the old and new convertible debt.    The Company determined that the present value of the cash flows associated with the new convertible debt exceeded the present value of the old convertible debt by more than 10%, which resulted in the application of extinguishment accounting.

 

The modification of the note included extension of terms through July 31, 2014, decrease in the conversion price to $0.10 per share and an increase in the interest rate to 10%.  The Company also negotiated to convert $30,000 in accounts payable owed to the debt holder to be included in the convertible debt increasing the principal balance to $150,000.  In accordance with ASC 470-20-25-13, the convertible debt instrument was issued at a substantial premium which represented additional paid in capital.  In connection with the extinguishment, the Company recorded a loss on extinguishment of $18,596 with the offset recorded to additional paid in capital.

 

During the three months ended June 30, 2014, the Company negotiated a further extension of the note through December 31, 2014. During the six months ended June 30, 2014, the Company repaid $28,340 and reclassified $13,540 of accounts payable owed to the note holder to be included in the principal balance of the note. As of June 30, 2014, the principal balance of the note including accrued interest totaled $141,700.
XML 81 R60.htm IDEA: XBRL DOCUMENT v2.4.0.8
Litigation (Details) (USD $)
Feb. 21, 2012
Litigation (Textual)  
Case seeks in excess of the jurisdictional amount $ 50,000
XML 82 R13.htm IDEA: XBRL DOCUMENT v2.4.0.8
Property and Equipment
 6 Months Ended
Jun. 30, 2014
Property and Equipment [Abstract]  
PROPERTY AND EQUIPMENT

NOTE 5           PROPERTY AND EQUIPMENT

 

At June 30, 2014, and December 31, 2013, respectively, property and equipment is as follows:

 

  June 30,
2014		 December 31, 
2013
     
Website Development $294,795  $294,795 
Furniture and Equipment  99,881   99,881 
Leasehold Improvements  6,573   6,573 
Software  53,897   53,897 
Music Equipment  2,247   -   
Office Equipment  69,629   56,897 
Domain Name  1,500   1,500 
Sign  628   628 
Total  529,150   514,171 
Less: accumulated depreciation and amortization  (312,303)  (258,854)
Property & Equipment, Net $216,847  $255,317 

   

Depreciation/amortization expense for the three and six months ended June 30, 2014 totaled $26,985 and $53,449, respectively.

 

Depreciation/amortization expense for the three and six months ended June 30, 2013 totaled $20,543 and $40,756, respectively.
XML 83 R14.htm IDEA: XBRL DOCUMENT v2.4.0.8
Convertible Debt - Derivative Liabilities
 6 Months Ended
Jun. 30, 2014
Note Payable/Line Of Credit - Principal Stockholder and Convertible Debt - Derivative Liabilities and Convertible Debt [Abstract]  
CONVERTIBLE DEBT - DERIVATIVE LIABILITIES

NOTE 6           CONVERTIBLE DEBT – DERIVATIVE LIABILITIES

 

On July 6, 2010, the Company entered into an agreement whereby the Company will issue up to $50,000 in a convertible note. The note matured on March 30, 2011, and bears an interest rate of 8%. Any unpaid amount as of the maturity date bears an interest rate of 22%. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock. The conversion price equals the "Variable Conversion Price", which is 59% of the "Market Price", which is the average of the lowest six trading prices for the Common Stock during the ten (10) trading day period prior to the conversion. In July of 2010, the Company received $50,000 proceeds less the $3,000 finder’s fee pursuant to the terms of this convertible note. As of December 31, 2012 the convertible note balance and accrued interest is $0.

 

On February 17, 2011, the Company entered into an agreement whereby the Company will issue up to $40,000 in a convertible note. The note matures on November 17, 2011, and bears an interest rate of 8%. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock. The conversion price equals the "Variable Conversion Price", which is 59% of the "Market Price", which is the average of the lowest six (6) trading prices for the Common Stock during the ten trading day period prior to the conversion. In February of 2011, the Company received $40,000 proceeds less the $2,500 finder’s fee pursuant to the terms of this convertible note. As of December 31, 2012 the convertible note balance and accrued interest is $0.

 

On March 8, 2012, the Company entered into an agreement whereby the Company will issue up to $166,667 in a convertible note. The note matures on March 9, 2013 and bears an interest rate of 4%. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average of the lowest ten (10) trading prices for the common stock during the ten trading day period prior to the conversion. The Company received $150,000 proceeds, less the $16,667 finder’s fee pursuant to the terms of this convertible note, on March 14, 2012. As of December 31, 2012 the convertible note balance and accrued interest is $0.

 

On March 14, 2012, the Company entered into an agreement whereby the Company will issue up to $102,500 in a convertible note. The note matures on December 19, 2012 and bears an interest rate of 8%. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the ten trading day period prior to the conversion. The Company received $102,500 proceeds, less the $2,500 finder’s fee pursuant to the terms of this convertible note, on March 20, 2012. As of December 31, 2012 the convertible note balance and accrued interest is $0.

 

On April 4, 2012, the Company entered into an agreement whereby the Company will issue up to $166,000 in a convertible note. The note matures on December 28, 2012 and bears an interest rate of 8%. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the ten trading day period prior to the conversion. The Company received $138,000 proceeds, less the $28,000 finder’s fee pursuant to the terms of this convertible note, on April 4, 2012. As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $10,500, respectively.

 

On April 25, 2012, the Company entered into an agreement whereby the Company will issue up to $166,667 in a convertible note. The note matures on April 25, 2013 and bears an interest rate of 4%. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average trading prices for the common stock during the ten trading day period prior to the conversion. The Company received $150,000 proceeds, less the $16,667 finder’s fee pursuant to the terms of this convertible note, on April 25, 2012. As of December 31, 2012 the convertible note balance and accrued interest is $0.

 

On May 8, 2012, the Company entered into an agreement whereby the Company will issue up to $333,000 in a convertible note subject to a $33,000 original issue discount (OID). On October 31, 2012 the Company entered into a new agreement whereby up to $833,000 in convertible note will be issued. The note matures on May 8, 2013, and bears an interest rate of 0% if note is repaid on or before 90 days from the effective date. If the note is not repaid within 90 days, a one-time interest charge of 5% will be applied to the principal. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The conversion price equals the “Variable Conversion Price”, which is 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. The Company received $92,000 proceeds, less the $8,000 finder’s fee and $11,000 OID pursuant to the terms of this convertible note, on May 9, 2012. As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $53,402, respectively.

 

On June 22, 2012, the Company entered into an agreement whereby the Company will issue up to $62,500 in a convertible note. The note matures on March 27, 2013 and bears an interest rate of 8%. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the ten trading day period prior to the conversion. The Company received $60,000 proceeds, less the $2,500 finder’s fee pursuant to the terms of this convertible note, on April 25, 2012. As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $40,156, respectively.

 

On July 16, 2012, the Company entered into an agreement whereby the Company will issue up to $58,333 in a convertible note. The note matures on January 15, 2013 and bears an interest rate of 10%. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the low traded price of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $50,000 proceeds, less the $8,333 finder’s fee pursuant to the terms of this convertible note, on July 16, 2012. As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $61,054, respectively.

 

On July 30, 2012, the Company entered into an agreement whereby the Company will issue up to $111,000 in a convertible note.    The note matures on April 30, 2013 and bears an interest rate of 8%.    The conversion price equals the “Variable Conversion Price”, which is 70% 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    The Company received $100,000 proceeds, less the $11,000 finder’s fee pursuant to the terms of this convertible note, on July 30, 2012.    As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $114,775, respectively.

 

On August 3, 2012, the Company entered into an agreement whereby the Company will issue up to $82,500 in a convertible note.    The note matures on August 3, 2013 and bears an interest rate of 4%.    The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is lower of the average closing bid price for the common stock during the ten trading day period. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    The Company received $75,000 proceeds, less the $7,500 finder’s fee pursuant to the terms of this convertible note, on August 3, 2012.    As of December 31, 2013 and December 31, 2012 the convertible note balance and accrued interest is $0 and $84,695, respectively.

 

On August 15, 2012, the Company will issue up to $50,000 in a convertible note subject to a $4,000 original issue discount (OID) related to the agreement entered into on May 8, 2012 and updated on October 31, 2012. The note matures on August 15, 2013, and bears an interest rate of 0% if note is repaid on or before 180 days from the effective date. If the note is not repaid within 90 days a one-time interest charge of 5% will be applied to the principal. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The conversion price equals the “Variable Conversion Price”, which is 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. The Company received $50,000 proceeds, less the $4,000 finder’s fee pursuant to the terms of this convertible note, on August 15, 2012. As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $55,943, respectively.

 

On September 10, 2012, the Company entered into an agreement whereby the Company will issue up to $83,333 in a convertible note. The note matures on September 10, 2013 and bears an interest rate of 4%. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is lower of the average closing bid price for the common stock during the ten trading day period. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $75,000 proceeds, less the $8,333 finder’s fee pursuant to the terms of this convertible note, on September 10, 2012. As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $84,354, respectively.

 

On September 26, 2012, the Company entered into an agreement whereby the Company will issue up to $166,000 in a convertible note. The note matures on June 26, 2013 and bears an interest rate of 8%. The conversion price equals the “Variable Conversion Price”, which is 70% 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $150,000 proceeds, less the $16,000 finder’s fee pursuant to the terms of this convertible note, on September 10, 2012. As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $169,491, respectively.

 

On October 9, 2012, the Company entered into an agreement whereby the Company will issue up to $62,500 in a convertible note. The note matures on July 11, 2013 and bears an interest rate of 8%. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the ten trading day period prior to the conversion. The Company received $60,000 proceeds, less the $2,500 finder’s fee pursuant to the terms of this convertible note, on October 9, 2012. As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $63,642, respectively.

 

On November 1, 2012, the Company will issue up to $165,000 in a convertible note subject to a $15,000 original issue discount (OID) related to the agreement entered into on May 8, 2012 and updated on October 31, 2012. The note matures on November 1, 2013 and bears an interest rate of 0% if note is repaid on or before 180 days from the effective date. If the note is not repaid within 90 days a one-time interest charge of 5% will be applied to the principal. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The conversion price equals the “Variable Conversion Price”, which is 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. The Company received $50,000 proceeds, less the $4,000 finder’s fee pursuant to the terms of this convertible note, on August 15, 2012. As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $165,000, respectively.

 

On November 30, 2012, the Company entered into an agreement whereby the Company will issue up to $78,500 in a convertible note. The note matures on September 4, 2013 and bears an interest rate of 8%. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the ten trading day period prior to the conversion. The Company received $60,000 proceeds, less the $2,500 finder’s fee pursuant to the terms of this convertible note, on October 9, 2012. As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $79,023, respectively.

 

On November 29, 2012, the Company entered into an agreement whereby the Company will issue up to $166,000 in a convertible note.    The note matures on August 29, 2013 and bears an interest rate of 8%.    The conversion price equals the “Variable Conversion Price”, which is 70% 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    During 2012, the Company received $166,000 proceeds, less the $16,000 finder’s fee pursuant to the terms of this convertible note.    As of December 31, 2013 and 2012 the convertible note balance and accrued interest is $0 and $167,143, respectively.

 

On January 25, 2013, the Company entered into an agreement whereby the Company will issue up to $100,000 in a convertible note.    The note matures on January 25, 2014 and bears an interest rate of 4%.    The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average the closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    The Company received $100,000 proceeds, less the $10,000 finder’s fee pursuant to the terms of this convertible note, on January 25, 2013.    As of December 31, 2013, the convertible note balance and accrued interest is $0.

 

On January 24, 2013, the Company entered into an agreement whereby the Company will issue up to $166,000 in a convertible note.    The note matures on October 24, 2013 and bears an interest rate of 8%.    The conversion price equals the “Variable Conversion Price”, which is 70% 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    The Company received $166,000 proceeds, less the $1,000 finder’s fee and an original issue discount of $15,000 pursuant to the terms of this convertible note, on January 24, 2013.    As of December 31, 2013, the convertible note balance and accrued interest is $0.

 

On February 1, 2013, the Company entered into an agreement whereby the Company will issue up to $83,333 in a convertible note. The note matures on February 1, 2014 and bears an interest rate of 4%. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average the closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $83,333 proceeds, less the $8,333 finder’s fee pursuant to the terms of this convertible note, on February 1, 2013. As of December 31, 2013, the convertible note balance and accrued interest is $0.

 

On February 6, 2013, the Company entered into an agreement whereby the Company will issue up to $25,000 in a convertible note. The note matures on February 6, 2014 and bears an interest rate of 10%. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $25,000 proceeds, on February 19, 2013. As of December 31, 2013, the convertible note balance and accrued interest is $0.

 

On February 25, 2013, the Company entered into an agreement whereby the Company will issue up to $62,500 in a convertible note. The note matures on November 27, 2013 and bears an interest rate of 8%. The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $62,500 proceeds less the $2,500 finder’s fee pursuant to the terms of this convertible note, on March 1, 2013. As of December 31, 2013, the convertible note balance and accrued interest is $0.

 

On February 27, 2013, the Company entered into an agreement whereby the Company will issue up to $100,000 in a convertible note. The note matures on February 27, 2014 and bears an interest rate of 4%. The conversion price equals the “Variable Conversion Price”, which is 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $100,000 proceeds, less the $8,000 finder’s fee pursuant to the terms of this convertible note, on February 27, 2013. As of December 31, 2013, the convertible note balance and accrued interest is $0.

 

On March 13, 2013, the Company entered into an agreement whereby the Company will issue up to $111,000 in a convertible note. The note matures on December 13, 2013 and bears an interest rate of 8%. The conversion price equals the “Variable Conversion Price”, which is 70% 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $111,000 proceeds, less the $9,000 finder’s fee and an original issue discount of $10,000 pursuant to the terms of this convertible note, on March 13, 2013. As of December 31, 2013, the convertible note balance and accrued interest is $0.

 

On March 14, 2013, the Company entered into an agreement whereby the Company will issue up to $55,500 in a convertible note. The note matures on December 14, 2013 and bears an interest rate of 8%. The conversion price equals the “Variable Conversion Price”, which is 70% 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $55,500 proceeds, less the $500 finder’s fee and an original issue discount of $5,000 pursuant to the terms of this convertible note, on March 18, 2013. As of December 31, 2013, the convertible note balance and accrued interest is $0.

 

On April 4, 2013, the Company entered into an agreement whereby the Company will issue up to $61,750 in a convertible note.    The note matures on January 8, 2014, and bears an interest rate of 8%.    The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    The Company received $61,750 proceeds less the $1,750 finder’s fee pursuant to the terms of this convertible note, on April 8, 2013.    As of December 31, 2013, the convertible note balance and accrued interest is $0.

 

On April 17, 2013, the Company entered into an agreement whereby the Company will issue up to $41,750 in a convertible note.    The note matures on January 22, 2014, and bears an interest rate of 8%.    The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    The Company received $41,750 proceeds less the 1,750 finder’s fee pursuant to the terms of this convertible note, on April 23, 2013.    As of December 31, 2013, the convertible note balance and accrued interest is $0.

 

On April 26, 2013, the Company entered into an agreement whereby the Company will issue up to $194,444 in a convertible note. The note matures on April 26, 2014 and bears an interest rate of 4%. The conversion price equals the “Variable Conversion Price”, which is 75% of the “Market Price”, which is the average the three lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $194,444 proceeds, less the $19,444 original issue discount pursuant to the terms of this convertible note, on April 26, 2013. As of December 31, 2013, the convertible note balance and accrued interest is $0. In connection with this raise, the Company also issued 175,000 three year warrants exercisable at $0.40/share.

 

On May 2, 2013, the Company entered into an agreement whereby the Company will issue up to $166,000 in a convertible note. The note matures on February 2, 2014 and bears an interest rate of 8%. The conversion price equals the “Variable Conversion Price”, which is 70% 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $166,000 proceeds, less the $13,000 finder’s fee and an original issue discount of $15,000 pursuant to the terms of this convertible note, on May 2, 2013. As of March 31, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $43,346, respectively.

 

On May 3, 2013, the Company entered into an agreement whereby the Company will issue up to $83,333 in a convertible note. The note matures on May 3, 2014 and bears an interest rate of 4%. The conversion price equals the “Variable Conversion Price”, which is 75% of the “Market Price”, which is the average the three lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $83,333 proceeds, less the $8,333 original issue discount pursuant to the terms of this convertible note, on May 3, 2013. As of December 31, 2013, the convertible note balance and accrued interest is $0. In connection with this raise, the Company also issued 75,000 three year warrants exercisable at $0.40/share.

 

On May 3, 2013, the Company entered into an agreement whereby the Company will issue up to $25,000 in a convertible note. The note matures on May 2, 2014 and bears an interest rate of 10%. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $25,000 proceeds, on May 3, 2013. As of March 31, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $6,624, respectively.

 

On May 23, 2013, the Company entered into a Securities Purchase Agreement (“Aggregate SPA”) by and between the Company and three (3) institutional investors. The Purchase Agreement provides for the sale by the Company to the Investors of an aggregate principal amount of $2,222,222 of 4% Convertible Debentures, with 10% Original Issue Discount that is due twelve months from their date of issuance (the “Debentures”). The Subscription Amount shall be funded in the amount of $277,777.77 (net amount of $250,000 less debt offering costs to the Company after the original issue discount) on the initial closing date (the “Closing Date”) of May 23, 2013 and seven (7) additional installments in the amount of $277,777.77 (net amount of $250,000 less debt offering costs to the Company after the original issue discount) shall each be funded on or about the first day of each calendar month commencing on June 1, 2013.

 

In addition, the Company incurred debt offering costs (placement agent fees) equal to 7% of the aggregate purchase price paid by each purchase and equity equaling 2% of the gross proceeds received by the Company valued at the investors' conversion price.

 

The Debentures have an interest rate of four percent (4%) and shall have an original issue discount of ten percent (10%) from the stated principal amount. The Debentures may be prepaid in whole or in part on not less than thirty (30) days prior written notice to the investors for an amount equal to 115% multiplied by the sum of the then outstanding principal amount of the Debentures plus any accrued and unpaid interest.

 

The Debentures shall be convertible into common stock, at the investors’ option, at a twenty-five percent (25%) discount to the average price of the lowest three (3) closing bid prices for the common stock during the ten (10) trading days prior to the conversion date. In the event of default, the Debentures shall be convertible into common stock at a thirty-five percent (35%) discount to the Market Price. In the event that the Company fails in any material respect to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amended, with regards to the filing of Form 10-Q's and 10-K's or ceases to be subject to the Exchange Act, the Debentures shall be convertible into common stock at a fifty percent (50%) discount to the Market Price, unless the Company has a registration statement declared effective by the SEC, which covers for resale the shares issued in connection with the investor’s, conversion.

 

Warrants

 

In connection with the Aggregate SPA, the investors were each issued warrants to purchase from the Company at any time after the Closing Date until 5:00 p.m., E.S.T on the third anniversary of the Closing Date (the “Expiration Date”), up to 250,000 fully-paid and non-assessable shares of common stock at a per share purchase price of $0.40 (the “Warrants”). The Company issued 750,000 three year warrants on the terms discussed above.

 

As of December 31, 2013, the Company (from the Aggregate SPA) received proceeds totaling $833,333 less $83,333 original issue discount and debt offering costs totaling $85,055, which includes 94,964 common shares of the Company’s common stock valued at $20,555 issued to the finder.

As of June 30, 2014 and December 31, 2013, the Aggregate SPA convertible note balance and accrued interest is $0 and $643,343, respectively.

 

On June 27, 2013, the Company entered into an agreement whereby the Company will issue up to $50,000 in a convertible note. The note matures on June 26, 2014 and bears a one-time interest charge of 5% after 90 days. The conversion price equals the “Variable Conversion Price”, which is 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $50,000 proceeds on June 27, 2013. As of March 31, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $52,500, respectively.

 

On August 8, 2013, the Company entered into an agreement whereby the Company will issue up to $103,500 in a convertible note. The note matures on May 12, 2014, and bears an interest rate of 8%. The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $103,500 proceeds less the $3,500 finder’s fee pursuant to the terms of this convertible note, on August 13, 2013. As of March 31, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $106,824, respectively.

 

On August 9, 2013, the Company entered into an agreement whereby the Company will issue up to $25,000 in a convertible note. The note matures on August 8, 2014 and bears an interest rate of 10%. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $25,000 proceeds, on August 9, 2013. As of March 31, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $26,000, respectively. In connection with this conversion, the Company issued an additional 750,730 shares valued at $22,276 as a penalty for the non-timely conversion of the debt.

 

On August 21, 2013, the Company entered into an agreement whereby the Company will issue up to $50,000 in a convertible note. The note matures on August 20, 2014 and bears a onetime interest charge of 5% after 90 days. The conversion price equals the “Variable Conversion Price”, which is 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $50,000 proceeds on August 21, 2013. As of March 31, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $52,500, respectively.

 

On August 19, 2013, the Company entered into an agreement whereby the Company will issue up to $227,222 in a convertible note. The note matures on August 18, 2014 and bears an interest rate of 4%. The conversion price equals the “Variable Conversion Price”, which is 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $227,222 proceeds, less the $5,000 finder’s fee and an original issue discount of $22,222 pursuant to the terms of this convertible note, on August 19, 2013. As of June 30, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $230,570, respectively. In connection with this raise, the Company also issued 200,000 three year warrants exercisable at $0.40/share.

 

On October 2, 2013, the Company entered into an agreement whereby the Company will issue up to $110,000 in a convertible note. The note matures on October 1, 2014, and bears an interest rate of 4%. The conversion price equals the “Variable Conversion Price”, which is 75% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $110,000 proceeds less the $10,000 finder’s fee pursuant to the terms of this convertible note, on October 2, 2013. As of June 30, 2014 and December 31, 2013, the convertible note balance and accrued interest is $113,327 and $111,086, respectively. In connection with this raise, the Company also issued 100,000 three year warrants exercisable at $0.40/share.

 

On October 3, 2013, the Company entered into an agreement whereby the Company will issue up to $221,000 in a convertible note. The note matures on October 3, 2014 and bears an interest rate of 4%. The conversion price equals the “Variable Conversion Price”, which is 75% of the “Market Price”, which is the average the three lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $221,000 proceeds, less the $21,000 original issue discount pursuant to the terms of this convertible note, on October 3, 2013 and finder’s fees of $14,000. As of June 30, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $223,158, respectively. In connection with this raise, the Company also issued 200,000 three year warrants exercisable at $0.40/share. 

 

On October 7, 2013, the Company entered into an agreement whereby the Company will issue up to $25,000 in a convertible note. The note matures on October 6, 2014 and bears an interest rate of 10%. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $25,000 proceeds, on October 7, 2013. As of June 30, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $25,586, respectively.

 

On October 7, 2013, the Company entered into an agreement whereby the Company will issue up to $282,778 in a convertible note. The note matures on October 6, 2014 and bears an interest rate of 4%. The conversion price equals the “Variable Conversion Price”, which is 75% of the “Market Price”, which is the average the three lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $282,778 proceeds, less the $27,778 original issue discount pursuant to the terms of this convertible note, on October 8, 2013 and finder’s fees of $5,000. As of June 30, 2014 and December 31, 2013, the convertible note balance and accrued interest is $261,171 and $285,415, respectively. In connection with this raise, the Company also issued 250,000 three year warrants exercisable at $0.40/share.

 

On October 10, 2013, the Company entered into an agreement whereby the Company will issue up to $78,500 in a convertible note. The note matures on July 12, 2014, and bears an interest rate of 8%. The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $78,500 proceeds less the $3,500 finder’s fee pursuant to the terms of this convertible note, on October 17, 2013. As of June 30, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $79,916, respectively.

 

On December 9, 2013, the Company entered into an agreement whereby the Company will issue up to $100,000 in a convertible note. The note matures on December 8, 2014 and bears a onetime interest charge of 5% after 90 days. The conversion price equals the “Variable Conversion Price”, which is 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $100,000 proceeds on December 9, 2013. As of June 30, 2014 and December 31, 2013, the convertible note balance and accrued interest is $90,575 and $100,000, respectively.

 

On December 11, 2013, the Company entered into an agreement whereby the Company will issue up to $153,500 in a convertible note. The note matures on September 13, 2014, and bears an interest rate of 8%. The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $153,500 proceeds less the $3,500 finder’s fee pursuant to the terms of this convertible note, on December 16, 2013. As of June 30, 2014 and December 31, 2013, the convertible note balance and accrued interest is $0 and $154,173, respectively.

 

On December 6, 2013, the Company entered into an agreement whereby the Company will issue up to $25,000 in a convertible note. The note matures on December 5, 2014 and bears an interest rate of 10%. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $25,000 proceeds, on December 6, 2013. As of June 30, 2014 and December 31, 2013, the convertible note balance and accrued interest is $20,525 and $25,171, respectively.

 

 

On December 30, 2013, the Company entered into an agreement whereby the Company will issue up to $282,778 in a convertible note. The note matures on December 29, 2014 and bears an interest rate of 4%. The conversion price equals the “Variable Conversion Price”, which is 75% of the “Market Price”, which is the average the three lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $282,778 proceeds, less the $27,778 original issue discount pursuant to the terms of this convertible note, on December 31, 2013 and finder’s fees of $5,000. As of June 30, 2014 and December 31, 2013, the convertible note balance and accrued interest is $288,512 and $282,809, respectively. In connection with this raise, the Company also issued 250,000 three year warrants exercisable at $0.40/share.

 

On January 28, 2014, the Company entered into an agreement whereby the Company will issue up to $25,000 in a convertible note. The note matures on January 27, 2015 and bears an interest rate of 10%. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $25,000 proceeds, on January 28, 2014. As of June 30, 2014, the convertible note balance and accrued interest is $30,525, respectively.

 

On February 20, 2014, the Company entered into an agreement whereby the Company will issue up to $50,000 in a convertible note. The note matures on February 19, 2015 and bears a onetime interest charge of 5% after 90 days. The conversion price equals the “Variable Conversion Price”, which is 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. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $50,000 proceeds on February 20, 2014. As of June 30, 2014, the convertible note balance is $62,510.

 

On February 27, 2014, the Company entered into an agreement whereby the Company will issue up to $282,778 in a convertible note. The note matures on February 26, 2015 and bears an interest rate of 4%. The conversion price equals the “Variable Conversion Price”, which is 75% of the “Market Price”, which is the average the three (3) lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $282,778 proceeds, less the $27,778 original issue discount pursuant to the terms of this convertible note, on February 27, 2014 and finder’s fees of $5,000. As of June 30, 2014, the convertible note balance and accrued interest is $286,598. In connection with this raise, the Company also issued 250,000 three year warrants exercisable at $0.40/share.

 

On March 7, 2014, the Company entered into an agreement whereby the Company will issue up to $103,500 in a convertible note. The note matures on December 11, 2014, and bears an interest rate of 8%. The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $103,500 proceeds, less the $3,500 finder’s fee pursuant to the terms of this convertible note, on March 12, 2014. As of June 30, 2014, the convertible note balance and accrued interest is $106,139.

 

On March 19, 2014, the Company entered into an agreement whereby the Company will issue up to $25,000 in a convertible note. The note matures on March 18, 2015 and bears an interest rate of 10%. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $25,000 proceeds, on March 19, 2014. As of June 30, 2014, the convertible note balance and accrued interest is $30,525, respectively.

 

On April 17, 2014, the Company entered into an agreement whereby the Company will issue up to $78,500 in a convertible note. The note matures on January 21, 2015, and bears an interest rate of 8%. The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $78,500 proceeds, less the $3,500 finder’s fee pursuant to the terms of this convertible note, on April 22, 2014. As of June 30, 2014, the convertible note balance and accrued interest is $79,777.

 

On May 1, 2014, the Company entered into an agreement whereby the Company will issue up to $105,000 in a convertible note.  The note matures on May 1, 2015 and bears an interest rate of 8%.  The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.  The Company received $105,000 proceeds, less the $5,000 original issue discount pursuant to the terms of this convertible note, on May 8, 2014 and finder’s fees of $5,000.   As of June 30, 2014, the convertible note balance and accrued interest is $106,395.    

 

On May 21, 2014, the Company entered into an agreement whereby the Company will issue up to $550,000 in a convertible note. The note matures on May 21, 2016, and bears an interest rate of 2.50%. The conversion price equals $0.07/share. After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the “variable conversion price”, which is 75% of the average three (3) lowest closing prices during the ten (10) trading day prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months. The Company received $550,000 proceeds on May 21, 2014. As of June 30, 2014, the convertible note balance and accrued interest is $551,828.

 

On June 11, 2014, the Company entered into an agreement whereby the Company will issue up to $282,778 in a convertible note.    The note matures on June 10, 2015 and bears an interest rate of 4%.    The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the average the three (3) lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    The Company received $282,778 proceeds, less the $27,778 original issue discount pursuant to the terms of this convertible note, on June 12, 2014 and finder’s fees of $5,000.    As of June 30, 2014, the convertible note balance and accrued interest is $283,367.    In connection with this raise, the Company also issued 250,000 three year warrants exercisable at $0.40/share.

 

On May 23, 2014, the Company received $25,000 in proceeds in connection with a drawdown on an existing convertible note with a total principal amount of up to $333,000.    The note matures on May 22, 2015 and bears an interest rate of 10%.    The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock at any time after issuance.    The Company received $25,000 proceeds, on May 23, 2014.    As of June 30, 2014, the convertible note balance and accrued interest relating to this drawdown is $30,525, respectively.

 

On May 12, 2014, the Company entered into an agreement whereby the Company will issue up to $105,000 in a convertible note.    The note matures on May 12, 2015 and bears an interest rate of 8%.    The conversion price equals the “Variable Conversion Price”, which is 65% of the “Market Price”, which is the lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    The Company received $105,000 proceeds, less the $5,000 original issue discount pursuant to the terms of this convertible note, on May 16, 2014 and finder’s fees of $5,000.    As of June 30, 2014, the convertible note balance and accrued interest is $106,140.

 

On May 22, 2014, the Company entered into an agreement whereby the Company will issue up to $15,000 in a convertible note.    The note matures on May 22, 2016, and bears an interest rate of 2.50%.    The conversion price equals $0.07/share. After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the “variable conversion price”, which is 75% of the average three (3) lowest closing prices during the ten (10) trading day prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    The Company received $15,000 proceeds on May 23, 2014.    As of June 30, 2014, the convertible note balance and accrued interest is $15,051.

 

On May 14, 2014, the Company entered into an agreement whereby the Company will issue up to $200,000 in a convertible note.    The note matures on May 14, 2016, and bears an interest rate of 2.50%.  The conversion price equals $0.07/share. After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the “variable conversion price”, which is 75% of the average three (3) lowest closing prices during the ten (10) trading day prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding an unpaid principal amount into shares of common stock after six months.    The Company received $200,000 proceeds on May 19, 2014.    As of June 30, 2014, the convertible note balance and accrued interest is $200,780.

 

 

During the six months ended June 30, 2014 and the year ended December 31, 2013, the Company issued convertible notes totaling $1,847,556 and $3,843,221, respectively. The Convertible notes issued in the six months ended June 30, 2014 and the year-ended December 31, 2013, consist of the following terms:

 

 
 
 
 		  
 
 
 		  
 
 
 		  
 
 
 

 

Six months ended June 30, 
2014 
Amount of 
Principal Raised

    
 
 
 		 Year ended 
December 31, 
2013 
Amount of
Principal Raised
Interest Rate         2.5% - 10%       4% - 10%  
Default interest rate         14% - 22%       14% - 22%  
Maturity         September 11, 2014 - May 22, 2016       October 24, 2013 - December 29, 2014  
                     
Conversion terms 1   70% of the “Market Price”, which is lower of the average closing bid price for the common stock during the ten (10) trading day period   $ -     $ 100,000  
Conversion terms 2   70% of the “Market Price”, which is lower of the average closing bid price for the common stock during the ten (10) trading day period     -       83,333  
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 ten (10) trading day period prior to the conversion.     -       166,000  
Conversion terms 4   70% of the “Market Price”, which is the average of the lowest three (3) trading prices for the common stock during the twenty (20) trading day period prior to the conversion.     -       25,000  
Conversion terms 5   70% 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.     -       111,000  
Conversion terms 6   70% 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.     -       55,500  
Conversion terms 7   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.     -       62,500  
Conversion terms 8   65% 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.     -       100,000  
Conversion terms 9   75% of the three (3) lowest closing prices of the common stock during the ten (10) day trading period prior to the conversion date.     -       277,777  
Conversion terms 10   70% of the lower of the average of the three (3) lowest trading prices for the ten (10) day trading period prior to conversion.     -       166,000  
Conversion terms 11   65% of the lower of the average of the three (3) lowest trading prices for the ten (10) day trading period prior to conversion.     -       103,500  
Conversion terms 12   75% of the three (3) lowest closing prices of the common stock during the ten day trading period prior to the conversion date.     -       833,333  
Conversion terms 13   70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.     -       25,000  
Conversion terms 14   70% of the lower of the average of the three (3) lowest trading prices for the fifteen (15) day trading period 1 day prior to conversion.     -       50,000  
Conversion terms 15   75% of the three (3) lowest closing prices of the common stock during the ten day trading period prior to the conversion date.     -       227,222  
Conversion terms 16   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.     -       50,000  
Conversion terms 17   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.     -       103,500  
Conversion terms 18   70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.   $ -     $ 25,000  

  

 

        Six months 
ended
June 30, 
2014
Amount of
Principal Raised		     Year ended
December 31, 
2013
Amount of
Principal Raised		  
Interest Rate       2.5% - 10%     4% - 10%  
Default interest rate         14% - 22%       14% - 22%  
Maturity         September 11, 2014 - May 22, 2016       October 24, 2013 - December 29, 2014  
                     
Conversion terms 19   75% of the three (3) lowest closing prices of the common stock during the ten (10) day trading period prior to the conversion date.     -       110,000  
Conversion terms 20   75% of the three (3) lowest closing prices of the common stock during the ten (10) day trading period prior to the conversion date.     -       282,778  
Conversion terms 21   70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.     -       25,000  
Conversion terms 22   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.     -       78,500  
Conversion terms 23   70% of the lower of the average of the three (3) lowest trading prices for the fifteen (15) day trading period 1 day prior to conversion.     -       100,000  
Conversion terms 24   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.     -       153,500  
Conversion terms 25   70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.     -       25,000  
Conversion terms 26   75% of the three (3) lowest closing prices of the common stock during the ten (10) day trading period prior to the conversion date.     -       282,778  
Conversion terms 27   75% of the three (3) lowest closing prices of the common stock during the ten (10) day trading period prior to the conversion date.     -       221,000  
Conversion terms 28   70% of the lower of the average of the three (3) lowest trading prices for the fifteen (15) day trading period 1 day prior to conversion.     50,000       -  
Conversion terms 29   75% of the three (3) lowest closing prices of the common stock during the ten (10) day trading period prior to the conversion date.     282,778          
Conversion terms 30   70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.     25,000          
Conversion terms 31   70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.     25,000          
Conversion terms 32   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.     103,500          
Conversion terms 33   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.     78,500          
Conversion terms 34   65% of the “Market Price”, which is the lowest volume weighted average price for the common stock during the prior ten (10) trading day period including the day upon which a Notice of Conversion is received by the Company.     105,000          
Conversion terms 35   Convertible into $0.07/share.  After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the variable conversion price - 75% of the average three (3) lowest closing priceds during the ten (10) trading day period.     550,000          
Conversion terms 36   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.     282,778          
Conversion terms 37   70% of the lower of the average of the three (3) lowest trading prices for the twenty (20) day trading period 1 day prior to conversion.     25,000          
Conversion terms 38   65% of the “Market Price”, which is the lowest volume weighted average price for the common stock during the prior ten (10) trading day period including the day upon which a Notice of Conversion is received by the Company.     105,000          
Conversion terms 39   Convertible into $0.07/share.  After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the variable conversion price - 75% of the average three (3) lowest closing priceds during the ten (10) trading day period.     15,000          
Conversion terms 40   Convertible into $0.07/share.  After six month from the date of this note, conversion price shall equal the lower of $0.07/share or the variable conversion price - 75% of the average three (3) lowest closing priceds during the ten (10) trading day period.     200,000          
                     
        $ 1,847,556     $ 3,843,221  

 

 

The debt holders are entitled, at their option, to convert all or part of the principal and accrued interest into shares of the Company’s common stock at conversion prices and terms discussed above.    The Company classifies embedded conversion features in these notes as a derivative liability due to management’s assessment that the Company may not have sufficient authorized number of shares of common stock required to net-share settle or due to the existence of a ratchet due to an anti-dilution provision. See Note 6 regarding accounting for derivative liabilities.

 

During the six months ended June 30, 2014, the Company converted debt and accrued interest, totaling $1,867,570 into 25,549,925 shares of common stock.    Conversions of debt to equity occurring after the maturity date and penalties incurred resulted in a loss on settlement of $90,483.

 

During the six months ended June 30, 2013, the Company converted debt and accrued interest, totaling $1,088,817 into 7,247,133 shares of common stock.

 

During the year ended December 31, 2012, the Company converted debt and accrued interest, totaling $688,814 into 3,118,779 shares of common stock.

 

During the year ended December 31, 2011, the Company converted debt and accrued interest, totaling $93,603 into 1,835,295 shares of common stock.

 

Convertible debt consisted of the following activity and terms:

 

          Interest Rate     Maturity
Balance as of December 31, 2011   $ -              
                     
Borrowings during the year ended December 31, 2012     1,924,334       0% - 10%     December 19, 2012 - November 19, 2013
                     
Conversion  of debt to into 3,118,779 shares of common stock with a valuation of $688,814 ($0.17032 - $0.322/share) including the accrued interest of $11,534     (677,280 )            
Convertible Debt Balance as of December 31, 2012     1,247,054       0% - 10%      
                     
Borrowings during the year ended December 31, 2013     3,843,221       2.5% - 10%     October 24, 2013 - December 29, 2014
                     
Non-Cash Reclassification of accrued interest converted     113,386              
                     
Conversion  of debt to into 19,146,156 shares of common stock with a valuation of $2,736,376 ($0.09 - $0.27/share) including the accrued interest of $118,754     (2,684,915 )            
Convertible Debt Balance as of December 31, 2013     2,518,746       2.5% - 10%     February 2, 2014 - December 29, 2014
                     
Borrowings during the six months ended June 30, 2014     1,847,556       2.5% - 10%     September 11, 2014 - May 22, 2016
                     
Non-Cash Reclassification of accounts payable to debt and addition of penalties     91,938              
                     
Non-Cash Reclassification of accrued interest converted     146,537              
                     
Repayments     (28,340 )            
                     
Conversion  of debt to into 25,549,925 shares of common stock with a valuation of $1,867,570 ($0.09 - $0.27/share) including the accrued interest of $146,537     (1,867,570 )            
Convertible Debt Balance as of June 30, 2014     2,708,867       4% - 10%     June 2, 2014 - March 18, 2014

 

Debt Issue Costs

 

During the six months ended June 30, 2014, the Company paid debt issue costs totaling $27,000.

 

During the six months ended June 30, 2013, the Company paid debt issue costs totaling $140,887.

  

The following is a summary of the Company’s debt issue costs:

 

    6 Months Ended 
June 30,
2014		     6 Months Ended 
June 30,
2013		  
                 
Debt issue costs   $ 164,555     $ 272,787  
Accumulated amortization of debt issue costs     (136,582 )     (137,294 )
                 
Debt issue costs - net   $ 27,973     $ 135,493  

 

During the six months ended June 30, 2014 and 2013, the Company amortized $57,036 and $93,273 of debt issue costs, respectively.

 

Debt Discount & Original Issue Discount

 

During the six months ended June 30, 2014 and 2013, the Company recorded debt discounts totaling $1,735,025 and $1,913,831, respectively.

 

The debt discount recorded in 2014 and 2013 pertains to convertible debt that contains embedded conversion options that are required to bifurcated and reported at fair value and original issue discounts.

 

The Company amortized $1,453,424 and $1,038,097 during the six months ended June 30, 2014 and 2013, respectively, to amortization of debt discount expense.

 

    6 Months Ended     6 Months Ended  
    June 30,
2014		     June 30,
2013		  
                 
Debt discount   $ 4,372,157     $ 3,065,421  
Accumulated amortization of debt discount     (2,633,038 )     (1,464,508 )
                 
Debt discount - Net   $ 1,739,119     $ 1,600,913  

 

Derivative Liabilities

 

The Company identified conversion features embedded within convertible debt issued in 2014 and 2013 and warrants issued in 2014 and 2013. The Company has determined that the features associated with the embedded conversion option should be accounted for at fair value as a derivative liability.

 

As a result of the application of ASC No. 815, the fair value of the conversion feature is summarized as follow:

 

Derivative Liability - December 31, 2011   $ -  
Fair value at the commitment date for convertible instruments     1,671,028  
Change in fair value of embedded derivative liability     44,805  
Reclassification to additional paid in capital for financial instruments that ceased to be a derivative liability     (549,547 )
Derivative Liability - December 31, 2012     1,166,286  
         
Fair value at the commitment date for convertible instruments     3,839,539  
Fair value at the commitment date for warrants issued     43,808  
Change in fair value of embedded derivative liability for warrants issued     (4,384 )
Change in fair value of embedded derivative liability for convertible instruments     (996,754 )
Reclassification to additional paid in capital for financial instruments that ceased to be a derivative liability     (2,162,726 )
Derivative Liability - December 31, 2013     1,885,769  
         
Fair value at the commitment date for convertible instruments     1,716,972  
Change in fair value of embedded derivative liability for warrants issued     (31,090 )
Change in fair value of embedded derivative liability for convertible instruments     (659,233 )
Reclassification to additional paid in capital for financial instruments that ceased to be a derivative liability     (1,270,941 )
Derivative Liability - June 30, 2014   $ 1,641,477  

 

The Company recorded the debt discount to the extent of the gross proceeds raised, and expensed immediately the remaining value of the derivative as it exceeded the gross proceeds of the note.  The Company also recorded the value of the warrants issued for services as derivative expense for the six months ended June 30, 2014.  The Company recorded a derivative expense for the six months ended June 30, 2014 and 2013 of $47,506 and $24,126, respectively.

 

The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of June 30, 2014:

 

    Commitment Date     Re-measurement Date  
                 
Expected dividends:     0%     0%
Expected volatility:     119% - 144%       110% - 138%  
Expected term:     0.52 - 3 Years       0.2 - 2.95 Years  
Risk free interest rate:     0.08% - 0.91%       0.11% - 0.90%  

 

The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, 2013:

 

    Commitment Date     Re-measurement Date  
             
Expected dividends:     0%     0%
Expected volatility:     118.99% - 303.64%       120.24% - 299.6%  
Expected term:     0.75 - 3 Years       0.002 - 2.82 Years  
Risk free interest rate:     0.15% - 0.17%       0.11% - 0.17%  

 
XML 84 R16.htm IDEA: XBRL DOCUMENT v2.4.0.8
Stockholders' Equity
 6 Months Ended
Jun. 30, 2014
Stockholders' Equity [Abstract]  
STOCKHOLDERS' EQUITY

NOTE 8          STOCKHOLDERS’ EQUITY

 

(A) Common Stock Issued for Cash

 

On December 31, 2005, the Company issued 100,000 shares of common stock for cash of $100 in exchange for acceptance of the incorporation expenses for the Company ($0.001/share).     As a result of the forward split, the 100,000 shares were increased to 400,000 shares ($0.00025/share) (See Note 7(D)). 

For the year ended December 31, 2008, the Company issued 473,000 shares of common stock for cash of $118,250 ($0.25/share), of which $67,750 was a subscription receivable.      During the month of January 2009, $67,750 of stock subscription receivable was collected.    As a result of the forward split, the 473,000 shares were increased to 1,892,000 shares ($0.0625/share). (See Note 8(D)).

 

On January 2, 2009, the Company entered into stock purchase agreements to issue 20,000 shares of common stock for cash of $5,000 ($0.25/share).     As a result of the forward split, the 20,000 shares were increased to 80,000 shares ($0.0625/share) (See Note 8(D)).

 

On January 3, 2009, the Company entered into stock purchase agreements to issue 2,000 shares of common stock for cash of $500 ($0.25/share).    As a result of the forward split, the 2,000 shares were increased to 8,000 shares ($0.0625/share) (See Note 8(D)).

 

On January 3, 2009, the Company entered into stock purchase agreements to issue 2,000 shares of common stock for cash of $500 ($0.25/share).    As a result of the forward split, the 2,000 shares were increased to 8,000 shares ($0.0625/share) (See Note 8(D)).

 

On January 11, 2009, the Company entered into stock purchase agreements to issue 32,000 shares of common stock for cash of $8,000 ($0.25/share).    As a result of the forward split, the 32,000 shares were increased to 128,000 shares ($0.0625/share) (See Note 8(D)).

 

On January 12, 2009, the Company entered into stock purchase agreements to issue 2,000 shares of common stock for cash of $500 ($0.25/share).     As a result of the forward split, the 2,000 shares were increased to 8,000 shares ($0.0625/share) (See Note 8(D)).

 

On January 15, 2009, the Company entered into stock purchase agreements to issue 4,000 shares of common stock for cash of $1,000 ($0.25/share).    As a result of the forward split, the 4,000 shares were increased to 16,000 shares ($0.0625/share) (See Note 8(D)).

 

In February of 2009, the Company paid direct offering costs of $850 related to the securities sold.

 

On May 27, 2010, the Company issued one unit; each unit consisted of 100,000 shares of common stock and 100,000 warrants to purchase common stock, for cash of $22,500 net of the $2,500 finder’s fee ($0.25/share).    Each warrant is exercisable for a three year period and has an exercise price of $0.50 per share (See Note 8(C)).

 

On July 23, 2010, the Company issued one unit; each unit consisted of 100,000 shares of common stock and 100,000 warrants to purchase common stock, for cash of $25,000 ($0.25/share).    Each warrant is exercisable for a three year period and has an exercise price of $0.50 per share (See Note 8(C).

 

On August 5, 2010, the Company issued 10 units; each unit consisted of 100,000 shares of common stock and 100,000 warrants to purchase common stock, for cash of $250,000 ($0.25/share).    Each warrant is exercisable for a three year period and has an exercise price of $0.50 per share (See Note 8(C).

 

During the year ended December 31, 2010, the Company paid direct offering costs of $2,900 related to the securities sold.

 

On January 24, 2011, the Company issued 10,000 shares of common stock for cash of $1,000 ($0.10/share).

 

On February 23, 2011, the Company issued 300,000 shares of common stock for cash of $30,000 ($0.10/share).

 

On March 21, 2011, the Company issued 150,000 shares of common stock for cash of $15,000 ($0.10/share).

 

On May 2, 2011, the Company issued 2,000,000 shares of common stock for cash of $200,000 ($0.10/share).

 

During the month of June 2011, the Company issued 5,460,000 shares of common stock for cash of $546,000 ($0.10/share) of which $397,000 was a subscription receivable. The Company received the entire $397,000 of subscription receivable in July 2011.

 

During the months of July, August and September of 2011, the Company issued 10,937,000 shares of common stock for cash of $1,093,700 ($0.10/share).

 

During the year-ended December 31, 2011, the Company paid $76,780 in finder’s fees and issued 955,800 warrants (See Note 8(C)).

 

(B) Stock Issued for Services

 

On October 14, 2008, the Company issued 44,900,000 shares of common stock to its founder having a fair value of $44,900 ($0.001/share) in exchange for services provided.    As a result of the forward split, the 44,900,000 shares were increased to 179,600,000 shares and its purchase price was similarly adjusted to $0.00025((See Note 8(D) and Note10). 

 

On November 24, 2008, the Company issued 4,000 shares of common stock having a fair value of $1,000 ($0.25/share) in exchange for consulting services.    As a result of the forward split, the 4,000 shares were increased to 16,000 shares and its purchase price was similarly adjusted to $0.0625/share (See Note 8(D)).

 

On December 5, 2008, the Company issued 4,000 shares of common stock having a fair value of $1,000 ($0.25/share) in exchange for consulting services.    As a result of the forward split, the 4,000 shares were increased to 16,000 shares and its purchase price was similarly adjusted to $0.0625/share (See Note 8(D)).

 

On December 20, 2008, the Company issued 4,000 shares of common stock having a fair value of $1,000 ($0.25/share) in exchange for consulting services.    As a result of the forward split, the 4,000 shares were increased to 16,000 shares and its purchase price was similarly adjusted to $0.0625/share (See Note 8(D)).

 

On January 12, 2009, the Company issued 4,000 shares of common stock having a fair value of $1,000 ($0.25/share) in exchange for consulting services.    As a result of the forward split, the 4,000 shares were increased to 16,000 shares and its purchase price was similarly adjusted to $0.0625/share (See Note 8(D)).

 

On January 14, 2009, the Company issued 20,000 shares of common stock having a fair value of $5,000 ($0.25/share) in exchange for services related to a development services agreement entered on January 19, 2009.    As a result of the forward split, the 20,000 shares were increased to 80,000 shares and its purchase price was similarly adjusted to $0.0625/share (See Note 8(D) and Note 9(B)).

 

On August 25, 2009, the Company issued 50,000 shares of common stock having a fair value of $3,125 ($0.0625/share), based upon the fair value on the date of grant, in exchange for professional services.

 

On August 31, 2009, the Company issued 885,714 shares of common stock in exchange for services valued at $62,000 related to the development services agreement entered into on January 19, 2009.   Based on the most recent fair market value at that time, the shares were valued at $55,357 ($0.0625/share), resulting in the recognition of a gain on the extinguishment of debt of $6,643 (See Note 9(B)).

 

On September 18, 2009, the Company issued 500,000 shares of common stock as compensation pursuant to the terms of a consulting agreement, having a fair value of $175,000 ($0.35/share) based upon fair value on the date of grant.    On November 11, 2009, the Company cancelled the agreement and 300,000 shares of common stock were returned to the Company. As of December 31, 2009, $70,000 is recorded as consulting expense and $105,000 of deferred compensation was reclassified to $0 (See Note 9(B)).

 

On September 18, 2009, the Company issued 600,000 shares of common stock as compensation pursuant to the terms of a consulting agreement, having a fair value of $210,000 ($0.35/share) based upon fair value on the date of grant.    On November 18, 2009, the Company cancelled the agreement and 400,000 shares of common stock were returned to the Company.    As of December 31, 2009, $70,000 is recorded as consulting expense and $140,000 of deferred compensation was reclassified to $0 (See Note 9(B)).

 

On September 21, 2009, the Company issued 600,000 shares of common stock as compensation pursuant to the terms of a consulting agreement, having a fair value of $210,000 ($0.35/share) based upon fair value on the date of grant.    On December 18, 2009, the Company terminated the consulting agreement and 400,000 shares were returned to the Company.    As of December 31, 2009, $70,000 is recorded as consulting expense and $140,000 of deferred compensation was reclassified to $0 (See Note 9(B)).

 

On November 12, 2009, the Company issued 100,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $178,000 ($1.78/share) based upon fair value on the date of grant.    During 2009 and 2010, $11,948 and $89,000 was recorded as consulting expense, respectively.    For the year ended December 31, 2011, $77,052 is recorded as consulting expense and $0 is recorded as deferred compensation (See Note 9(B)).

 

On November 12, 2009, the Company issued 200,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $400,000 ($2.00/share) based upon fair value on the date of grant.    During 2009 and 2010, $22,466 and $200,000 was recorded as consulting expense, respectively.    For the year ended December 31, 2011, $177,534 is recorded as consulting expense and $0 is recorded as deferred compensation (See Note 9(B)).

 

On November 16, 2009, the Company issued 100,000 shares of common stock as compensation pursuant to the terms of the consulting agreements, having a fair value of $180,000 ($1.80/share) based upon fair value on the date of grant.    During 2009 and 2010, $11,096 and $90,000 was recorded as consulting expense, respectively.    For the year ended December 31, 2011, $78,904 is recorded as consulting expense and $0 is recorded as deferred compensation (See Note 9(B)).

 

On November 18, 2009, the Company issued 30,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $45,000 ($1.50/share) based upon fair value on the date of grant.    During 2009, $5,301 was recorded as consulting expense.    For the year ended December 31, 2010, $39,699 was recorded as consulting expense. (See Note 9(B)).

 

On November 21, 2009, the Company issued 30,000 shares of common stock as compensation pursuant to the terms of the marketing agreement, having a fair value of $53,100 ($1.77/share) based upon fair value on the date of grant.    For the year ended December 31, 2010, $53,100 was recorded as consulting expense (See Note 9(B)).

 

On December 3, 2009, the Company issued 240,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $468,000 ($1.95/share) based upon fair value on the date of grant.    As of December 31, 2009, $468,000 was recorded as consulting expense (See Note 9(B)).

 

On December 3, 2009, the Company issued 35,000 shares of common stock as compensation pursuant to the terms of the commission agreement, having a fair value of $68,250 ($1.95/share) based upon fair value on the date of grant.    As of December 31, 2009, $68,250 was recorded as consulting expense (See Note 9(B)).

 

On December 3, 2009, the Company issued 35,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $68,250 ($1.95/share) based upon fair value on the date of grant.    As of December 31, 2009, $68,250 was recorded as consulting expense (Note 9(B)).

 

On December 3, 2009, the Company issued 10,000 shares of common stock as compensation pursuant to the terms of the commission agreement, having a fair value of $19,500 ($1.95/share) based upon fair value on the date of grant.    As of December 31, 2009, $19,500 is recorded as consulting expense (See Note 9(B)).

 

On December 15, 2009, the Company issued 100,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $200,000 ($2.00/share) based upon fair value on the date of grant.    During 2009, $71,111 was recorded as consulting expense.    For the year ended December 31, 2010, $128,889 was recorded as consulting expense (See Note 9(B)).

 

On December 27, 2009, the Company issued 10,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $19,400 ($1.94/share) based upon fair value on the date of grant.    For the year ended December 31, 2010, $19,400 was recorded as consulting expense (See Note 9(B)).

 

On December 27, 2009, the Company issued 10,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $19,400 ($1.94/share) based upon fair value on the date of grant.    For the year ended December 31, 2010, $19,400 was recorded as consulting expense (See Note 9(B)).

 

On December 27, 2009, the Company issued 10,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $19,400 ($1.94/share) based upon fair value on the date of grant.    For the year ended December 31, 2010, $19,400 was recorded as consulting expense (See Note 9(B)).

 

On December 30, 2009, the Company issued 1,500,000 shares of common stock as compensation pursuant to the terms of the advertising agreement, having a fair value of $2,895,000 ($1.93/share) based upon fair value on the date of grant.    In 2010, the Company cancelled a portion of the agreement and as a result, 1,000,000 shares of common stock were returned to the Company.    For the year ended December 31, 2010, $965,000 was recorded as consulting expense (See Note 9(B)).

 

On December 31, 2009, the Company issued 75,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $144,750 ($1.93/share) based upon fair value on the date of grant.    For the year ended December 31, 2010, $116,374 was recorded as consulting expense.    For the year ended December 31, 2011, $28,376 is recorded as consulting expense (See Note 9(B)).

 

On December 31, 2009, the Company issued 75,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $144,750 ($1.93/share) based upon fair value on the date of grant.    For the year ended December 31, 2010, $116,374 was recorded as consulting expense.    For the year ended December 31, 2011, $28,376 is recorded as consulting expense (See Note 9(B)).

 

On December 31, 2009, the Company issued 500,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $965,000 ($1.93/share) based upon fair value on the date of grant.    For the year ended December 31, 2010, $965,000 was recorded as consulting expense (See Note 9(B)).

 

During December of 2009, the Company issued 680,000 shares of common stock as compensation pursuant to the terms of the consulting agreements, having a fair value of $1,312,400 ($1.93/share) based upon fair value on the date of grant.    During 2009 and 2010, $2,802 and $709,116 was recorded as consulting expense, respectively.    For the year ended December 31, 2011, $600,482 is recorded as consulting expense and $0 is recorded as deferred compensation (See Note 9(B)).

 

During December of 2009, the Company issued 600,000 shares of common stock as compensation pursuant to the terms of the consulting agreements, having a fair value of $1,170,000 ($1.95/share) based upon fair value on the date of grant.    During 2009 and 2010, $34,192 and $585,000 was recorded as consulting expense, respectively.    For the year ended December 31, 2011, $550,808 is recorded as consulting expense and $0 is recorded as deferred compensation (See Note 9(B)).

 

On January 15, 2010, the Company issued 100,000 shares of common stock as compensation pursuant to the terms of the consulting agreement, having a fair value of $170,000 ($1.70/share) based upon fair value on the date of grant.    For the year ended December 31, 2010, $81,507 was recorded as consulting expense.    For the year ended December 31, 2011, $88,493 is recorded as consulting expense and $0 is recorded as deferred compensation (See Note 9(B)).

 

On February 17, 2010, the Company entered into a twelve month consulting agreement with an unrelated third party effective February 17, 2010.    In exchange for the services provided, the Company issued 1,000,000 shares of common stock having a fair value of $1,240,000 ($1.24/share) based upon fair value on the date of grant.    For the year ended December 31, 2010, $1,066,740 was recorded as consulting expense.    For the year ended December 31, 2011, $173,260 is recorded as consulting expense (See Note 9(B)).

 

On June 1, 2010, the Company entered into a twelve month consulting agreement for consulting and business services.    As part of the agreement, the Company issued 40,000 shares as a nonrefundable retainer fee having a value of $10,000 ($0.25/share) based upon fair value on the date of the agreement.    (See Note 9(B)).

 

On July 23, 2010, the Company issued 10,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $2,000 ($0.20/share) based upon fair value on the grant date (See Note 9(B)).

 

On August 1, 2010, the Company issued 200,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $40,000 ($0.20/share) based upon fair value on the grant date (See Note 9(B)).

 

On September 1, 2010, the Company issued 100,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $19,000 ($0.19/share) based upon fair value on the grant date (See Note 9(B)).

 

On October 1, 2010, the Company issued 100,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $18,000 ($0.18/share) based upon fair value on the grant date (See Note 9(B)).

 

On November 1, 2010, the Company issued 100,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $25,000 ($0.25/share) based upon fair value on the grant date (See Note 9(B)).

 

On December 14, 2010, the Company issued 250,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $37,500 ($0.15/share) based upon fair value on the grant date (See Note 9(B)).

 

On January 17, 2011, the Company issued 3,000,000 shares of common stock to its' new CEO pursuant to an employment agreement having a fair value of $300,000 ($0.10/share) based upon fair value on the grant date.    (See Note 8(A)).

 

On February 17, 2011, the Company issued 500,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $55,000 ($0.11/share) based upon fair value on the grant date (See Note 9(B)).

 

On March 3, 2011, the Company issued 1,000,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $80,000 ($0.08/share) based upon fair value on the grant date (See Note 9(B)).

 

On May 17, 2011, the Company issued 2,000,000 shares of common stock pursuant to an employment agreement having a fair value of $140,000 ($0.07/share) based upon fair value on the grant date.    (See Note 9(A)).

 

During June 2011, the Company issued 300,000 shares of common stock pursuant to    consulting agreements for consulting services having a fair value of $75,000 ($0.25/share) based upon fair value on the grant date (See Note 9(B)).

 

On June 15, 2011, the Company issued 15,980 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $1,598 ($0.10/share) based upon the terms of the consulting agreement (See Note 9(B)).

 

On July 1, 2011, the Company issued 6,500 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $520 ($0.08/share) based upon the terms of the consulting agreement (See Note 9(B)). 

 

On August 14, 2011, the Company issued 2,443 shares of common stock pursuant to two consulting agreements for consulting services having a fair value of $855 ($0.35/share) based upon the terms of the consulting agreements (See Note 9(B)).

 

On September 12, 2011, the Company issued 2,860 shares of common stock pursuant to two consulting agreements for consulting services having a fair value of $715 ($0.25/share) based upon the terms of the consulting agreements (See Note 9(B)).

 

On September 18, 2011, the Company issued 15,403 shares of common stock pursuant to two consulting agreements for consulting services having a fair value of $3,388 ($0.22/share) based upon the terms of the consulting agreements (See Note 9(B)).

 

On September 25, 2011, the Company issued 1,500 shares of common stock pursuant to two consulting agreements for consulting services having a fair value of $585 ($0.39/share) based upon the terms of the consulting agreements (See Note 9(B)).

 

During the three months ended September 30, 2011, the Company issued 50,482 shares of common stock pursuant to two consulting agreements for consulting services having a fair value of $5,048 ($0.10/share) based upon the terms of the consulting agreements (See Note 8(B)).

 

On September 19, 2011, the Company issued 100,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $23,000 ($0.23/share) based upon the terms of the consulting agreement (See Note 9(B)).

 

On September 21, 2011, the Company issued 400,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $100,000 ($0.25/share) based upon the terms of the consulting agreement (See Note 9(B)).

 

On September 24, 2011, the Company issued 100,000 shares of common stock pursuant to a consulting agreement for consulting services having a fair value of $33,000 ($0.33/share) based upon the terms of the consulting agreement (See Note 9(B)).

 

On September 27, 2011, the Company issued 100,000 shares of common stock pursuant to two consulting agreements for consulting services having a fair value of $39,000 ($0.22/share) based upon the terms of the consulting agreements (See Note 9(B)).

 

During October 2011, the Company issued 123,795 shares of common stock for services having a fair value of $58,184 ($0.47/share).

 

On October 28, 2011, the Company issued 100,000 shares of common stock for consulting services having a fair value of $88,000 ($0.88/share).

 

On November 18, 2011, the Company issued 100,000 shares of common stock for consulting services having a fair value of $70,000 ($0.70/share).

 

During December 2011, the Company issued 200,000 shares of common stock for services having a fair value of $108,000 ($0.54/share).

 

On December 18, 2011, the Company issued 100,000 shares of common stock for consulting services having a fair value of $50,000 ($0.50/share).

 

On January 25, 2012 the Company issued 733 shares of common stock pursuant to two consulting agreements for consulting services having a fair value of $455 ($0.62/share) based upon the terms of the consulting agreements (See Note 9(B)).

 

On March 14, 2012, the Company entered into a settlement agreement with a former employee with relation to the restriction on shares owned by the former employee.    The settlement agreement will lift the restriction on his 6 million shares, and thus agreed to allow the former employee to sell 250,000 of the Company stock per quarter for two years.    In addition, the Company settled a dispute over the termination of the employment agreement by agreeing to give the former employee an additional 150,000 shares to eliminate any dispute over anything owed under his old employment agreement.    He is not an affiliate, not an insider and not a 5% or greater shareholder.    For the year ended December 31, 2012, the Company issued 300,000 shares of common stock for consulting services having a fair value of $63,000 ($0.21/share), in relation to this settlement agreement.

 

On April 22, 2012, the Company issued 200,000 shares of common stock for services having a fair value of $60,000 ($0.30/share).

 

For the year ended December 31, 2012 , the Company issued 250,000 shares of stock to an employee per an employment agreement dated June 11, 2012 having a fair value of $62,500 ($0.25/share) based upon the terms of the employment agreement (See Note 8(A)).

 

On August 3, 2012, the Company issued 3,000,000 shares of common stock at an offering price of $.30 per share in exchange for consulting services rendered having a fair value at the grant date of $960,000.    The Company will recognize the value of the shares over the life of the agreement.    As of December 31, 2013, the Company recognized $960,000 in expense and recorded deferred compensation of $0 (See Note 8(B)). 

 

On August 17, 2012, the Company issued 150,000 shares of common stock for consulting services having a fair value of $45,000 ($0.30/share).

 

On August 22, 2012, the Company issued 500,000 shares of common stock at an offering price of $.30 per share in exchange for consulting services rendered having a fair value at the grant date of $150,000.    The Company will recognize the value of the shares over the life of the agreement.    As of December 31, 2013, the Company recognized $81,250 in expenses and recorded deferred compensation of $68,750 (See Note 9(B)).

 

On October 31, 2012, the Company issued 60,000 shares of common stock for financing costs having a fair value of $20,400 ($0.34/share).

 

On January 1, 2013, the Company issued 300,000 shares of common stock for services having a fair value of $90,000 ($0.30/share).

 

For the year ended December 31, 2013, the Company issued 500,000 shares of common stock for services having a fair value of $125,000 ($0.25/share) in accordance with an employment agreement which stipulates a quarterly issuance of 125,000 shares.

 

For the year ended December 31, 2013, the Company issued 500,000 shares of common stock for services having a fair value of $127,500 ($0.26/share) in accordance with an employment agreement which stipulates a quarterly issuance of 125,000 shares.

 

On January 21, 2013, the Company issued 120,000 shares of common stock for services having a fair value of $32,400 ($0.27/share).

 

On January 30, 2013, the Company issued 250,000 shares of common stock for services to be performed over a period of six months having a fair value of $60,000 ($0.24/share), of which, $0 was included in deferred compensation as of December 31, 2013.

 

On March 1, 2013, the Company issued 500,000 shares of common stock for services having a fair value of $148,750 ($0.30/share).

 

On March 20, 2013, the Company issued 60,000 shares of common stock for services having a fair value of $15,000 ($0.25/share).

 

On March 21, 2013, the Company issued 8,000 shares of common stock for accrued interest having a fair value of $2,000 ($0.25/share).

 

On April 15, 2013, the Company issued 57,692 shares of common stock for services having a fair value of $15,000 ($0.26/share).

 

On May 20, 2013, the Company issued 26,087 shares of common stock for services having a fair value of $6,000 ($0.23/share).

 

On June 30, 2013, the Company issued 250,000 to shares of common stock for services having a fair value of $60,000 ($0.24/share).

 

On June 30, 2013, the Company issued 250,000 to shares of common stock for services having a fair value of $61,250 ($0.25/share).

 

On July 8, 2013, the Company issued 1,500,000 to shares of common stock for services having a fair value of $315,000 ($0.21/share).

 

On July 23, 2013, the Company issued 8,000 shares of common stock for accrued interest having a fair value of $1,648 ($0.21/share).

 

On October 14, 2013, the Company issued 8,000 shares of common stock for accrued interest having a fair value of $1,719 ($0.22/share).

 

On October 21, 2013, the Company issued 31,250 shares of common stock for services having a fair value of $7,813 ($0.25/share).

 

On December 26, 2013, the Company issued 50,000 shares of common stock for services having a fair value of $13,500 ($0.27/share).

 

On December 26, 2013, the Company issued 100,000 shares of common stock for services having a fair value of $23,000 ($0.23/share).

 

On December 26, 2013, the Company issued 110,101 shares of common stock in connection with a cashless exercise of warrants.    The number of warrants received was based on 190,000 warrants exercised using an average of five previous closing prices.

 

On December 1, 2013, the Company issued 250,000 shares of common stock for services having a fair value of $57,500 ($0.23/share).

 

In January 2014, the Company received 3,000,000 shares which were returned in connection with the cancellation of an endorsement agreement entered into on August 3, 2012 due to non-performance.  See note 9(B).

 

On March 31, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $31,250 ($0.25/share).

 

On March 31, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $31,875 ($0.255/share).

 

On March 31, 2014, the Company issued 100,000 shares of common stock for services having a fair value of $9,300 ($0.093/share).

 

On January 15, 2013, the Company entered into an agreement for legal services, pursuant to which the Company will pay $2,000 and issue 50,000 shares of common stock for the preparation, filing costs and fees of each provisional and regular patent application.  Through June 30, 2014, a total of 44 applications have been filed.  In connection with this agreement:

 

 ●On March 15, 2013, the Company issued 700,000 shares of common stock for legal services having a fair value of $182,000 ($0.26/share).

 

 ●On February 15, 2013, the Company issued 700,000 shares of common stock for legal services having a fair value of $173,600 ($0.25/share).

 

 ●On March 31, 2014, the Company issued 750,000 shares of common stock for services having a fair value of $126,000 ($0.168/share).

 

 ●On April 25, 2014, the Company issued 50,000 shares of common stock for services having a fair value of $5,500 ($0.11/share).

 

On March 25, 2014, the Company issued 8,000 shares of common stock for accrued interest having a fair value of $1,020 ($0.1275/share).

 

On April 24, 2014 the Company issued 200,000 shares of common stock having a fair value of $21,980 ($0.1099/share) in exchange for consulting services.

 

On June 30, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $31,250 ($0.25/share).

 

On June 30, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $31,250 ($0.26/share).

 

On June 30, 2014, the Company issued 750,000 shares of common stock for services having a fair value of $191,250 ($0.26/share).

 

On June 30, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $45,625 ($0.37/share).

 

On June 30, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $45,625 ($0.37/share).

 

On June 30, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $45,625 ($0.37/share).

 

On June 30, 2014, the Company issued 125,000 shares of common stock for services having a fair value of $45,625 ($0.37/share).

 

(C) Common Stock Warrants

 

On December 30, 2009, the Company issued 500,000 warrants under a consulting agreement. The Company recognized an expense of $823,077 for the year ended December 31, 2009.    The Company recorded the fair value of the warrants    based on the fair value of each warrant grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2009, dividend yield of zero, expected volatility of 112.80%; risk-free interest rates of 1.65%, expected life of three years. The warrants vested immediately.      The warrants expire in three years from the date of issuance and have an exercise price of $0.52 per share.

 

On May 27, 2010, the Company issued 10,000 warrants under a consulting agreement. The Company recognized an expense of $1,782 for the year ended December 31, 2010.    The Company recorded the fair value of the warrants    based on the fair value of each warrant grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2010, dividend yield of zero, expected volatility of 152.80%; risk-free interest rates of 1.35%, expected life of three years. The warrants vested immediately.      The warrants expire in three years from the date of issuance and have an exercise price of $0.50 per share (See Note 9(B)).  

 

On June 1, 2010, the Company issued 40,000 warrants under a consulting agreement. The Company recognized an expense of $7,184 for the year ended December 31, 2010.    The Company recorded the fair value of the warrants    based on the fair value of each warrant grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2010, dividend yield of zero, expected volatility of 145.70%; risk-free interest rates of 1.26%, expected life of three years.    The warrants vested immediately.    The warrants expire in three years from the date of issuance and have an exercise price of $0.50 per share (See Note 9(B)).

 

On July 23, 2010, the Company issued 10,000 warrants under a consulting agreement. The Company recognized an expense of $1,593 for the year ended December 31, 2010.    The Company recorded the fair value of the warrants    based on the fair value of each warrant grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2010, dividend yield of zero, expected volatility of 172.90%; risk-free interest rates of 0.94%, expected life of three years. The warrants vested immediately.      The warrants expire in three years from the date of issuance and have an exercise price of $0.50 per share (See Note 9(B)).

 

During the year ended December 31, 2010, the Company issued 1,200,000 warrants in conjunction with the sale of the Company stock (See Note 8(A)).

 

On September 2, 2011, the Company issued 955,800 warrants under consulting agreements. The Company recognized an expense of $248,498 for the year ended December 31, 2011.    The Company recorded the fair value of the warrants    based on the fair value of each warrant grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2011, dividend yield of zero, expected volatility of 461.11%; risk-free interest rates of 0.33%, expected life of three years. The warrants vested immediately.      The warrants expire in three years from the date of issuance and have an exercise price of $0.10 per share (See Note 9(B)).

 

On June 11, 2012, the Company issued 200,000 warrants under consulting agreements. The Company recognized an expense of $48,031 for the year ended December 31, 2012.    The Company recorded the fair value of the warrants    based on the fair value of each warrant grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2012, dividend yield of zero, expected volatility of 237.76%; risk-free interest rates of 0.19%, expected life of three years. The warrants vested immediately.      The warrants expire in three years from the date of issuance and have an exercise price of $0.25 per share (See Note 9(B)).

 

On January 1, 2013, the Company issued 500,000 warrants under consulting agreements. The Company recognized an expense of $84,028 for the year ended December 31, 2013.    The Company recorded the fair value of the warrants    based on the fair value of each warrant grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2013, dividend yield of zero, expected volatility of 140.30%; risk-free interest rates of 0.37%, expected life of three years. The warrants vested immediately.      The warrants expire in three years from the date of issuance and have an exercise price of $0.45 per share (See Note 9(B)).

 

On January 31, 2013 an individual exercised 430,800 of stock warrants at an exercise price of $0.10 per share for proceeds of $43,080.

 

On August 7, 2013, the Company issued 100,000 warrants for services rendered. The Company recognized compensation expense of $43,809 on the date of issuance with the offset being recorded to derivative liabilities since the Company applied the provisions of ASC No. 815, pertaining to the potential settlement in a variable amount of shares given the company’s shares are tainted.    The Company recorded the fair value of the warrants    based on the fair value of each warrant grant estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions, dividend yield of zero, expected volatility of 297%; risk-free interest rates of 0.61%, expected life of three years. The warrants vested immediately.      The warrants expire in three years from the date of issuance and have an exercise price of $0.40 per share (See Note 9(B)).

 

During the year ended December 31, 2013, the Company issued 2,000,000 warrants in connection with the entry into certain convertible debenture agreements. (See Note 6).

 

During the six months ended June 30, 2014, the Company issued 500,000 warrants in connection with the entry into certain convertible debenture agreements. (See Note 6). 

 

The following tables summarize all warrant grants as of June 30, 2014, and the related changes during these periods are presented below:

 

  Number of Warrants  

Weighted Average

Exercise Price

  

Weighted Average

Remaining

Contractual Life

(in Year)

 
          
Balance, December 31, 2011  2,715,800  $0.36     
Granted  200,000   0     
Exercised            
Cancelled/Forfeited  (500,000)  0.52     
Balance, December 31, 2012  2,415,800   0.28   0.8 
Granted  2,600,000  $0.41     
Exercised  (620,800) $0.07     
Cancelled/Forfeited  (1,260,000) $0.50     
Balance, December 31, 2013  3,135,000  $0.37   2.2 
Granted  500,000  $0.40     
Exercised  -  $-     
Cancelled/Forfeited  -  $-     
Balance, June 30, 2014  3,635,000  $0.37   1.9 

 

A summary of all outstanding and exercisable warrants as of June 30, 2014 is as follows:

 

Exercise
Price		  Warrants
Outstanding		  Warrants
Exercisable		  Weighted Average
Remaining
Contractual Life		  Aggregate
Intrinsic Value		 
                   
$0.10   335,000   335,000   0.17  $- 
$0.25   200,000   200,000   0.95  $- 
$0.40   2,600,000   2,600,000   2.24  $- 
$0.45   500,000   500,000   1.51  $- 
                  
     3,635,000   3,635,000   1.9 years   - 

 

(D) Stock Split Effected in the Form of a Stock Dividend

 

On January 16, 2009, the Company's Board of Directors declared a four-for-one stock split to be effected in the form of a stock dividend.    The stock split was distributed on January 16, 2009 to shareholders of record.    A total of 136,713,000 shares of common stock were issued.    All basic and diluted loss per share and average shares outstanding information has been adjusted to reflect the aforementioned stock dividend.

 

(E) Amendment to Articles of Incorporation

 

On January 27, 2009, the Company amended its Articles of Incorporation to provide for an increase in its authorized share capital. The authorized capital stock increased to 250,000,000 common shares at a par value of $0.001 per share, and 10,000,000 preferred shares at a par value of $0.001 with class and series designations, voting rights, and relative rights and preferences to be determined by the Board of Directors of the Company from time to time.

 

On June 2, 2010, the Company amended its Articles of Incorporation to provide for an increase in its authorized share capital. The authorized capital stock increased to 295,000,000 common shares at a par value of $0.001 per share. 

 

On September 20, 2010, the Company amended its Articles of Incorporation to provide for an increase in its authorized share capital and a change in the par value per share. The authorized capital stock increased to 400,000,000 common shares at a par value of $0.0001 per share.

 

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

 

(F) In Kind Contribution

 

During the fourth quarter of 2008, a former stockholder of the Company paid $4,400 of operating expenses on behalf of the Company.

 

During the fourth quarter of 2008, the principal stockholder contributed office space with a fair market value of $2,913 (See Note 10).

 

For the year ended December 31, 2009, the principal stockholder contributed office space with a fair market value of $12,600 (See Note 10).

 

For the year ended December 31, 2010, the principal stockholder contributed office space with a fair value of $9,450 (See Note 10).

 

(G) Share Conversion

 

On June 2, 2010, a principal stockholder converted $283,652 of accrued compensation into 945,507 shares of common stock at $0.30 per share (See Note 10).

 

On February 17, 2011, a principal stockholder converted $144,000 of accrued compensation into 1,309,091 shares of common stock at $0.11 per share (See Note 10).

 

On February 17, 2011, a principal stockholder converted $100,000 of a line of credit owed into 909,091 shares of common stock at $.011 per share (See Note 4 and Note 10).

 

On January 18, 2011, the Company entered into a conversion agreement executed by a note holder for 109,375 shares based on a conversion price of $0.032 per share (See Note 6).

 

On February 9, 2011, the Company entered into a conversion agreement executed by a note holder for 271,186 shares based on a conversion price of $0.0295 per share (See Note 6).

 

On February 15, 2011, the Company entered into a conversion agreement executed by a note holder for 357,143 shares based on a conversion price of $0.0336 per share (See Note 6).

 

On February 23, 2011, the Company entered into a conversion agreement executed by a note holder for 220,264 shares based on a conversion price of $0.0454 per share (See Note 6).

 

On April 11, 2011, the Company entered into a conversion agreement executed by a note holder for 587,382 shares based on a conversion price of $0.0315 per share (See Note 6).

 

On August 25, 2011, the Company entered into a conversion agreement executed by a note holder for 77,220 shares based on a conversion price of $0.1554 per share (See Note 6).

 

On August 30, 2011, the Company entered into a conversion agreement executed by a note holder for 96,220 shares based on a conversion price of $0.1455 per share (See Note 6).

 

On September 12, 2011, the Company entered into a conversion agreement executed by a note holder for 116,505 shares based on a conversion price of $0.1339 per share (See Note 6).

 

On September 14, 2012, the Company entered into a conversion agreement executed by a note holder for 528,035 shares based on a conversion price of $0.322 per share (See Note 6).

 

On September 21, 2012, the Company entered into a conversion agreement executed by a note holder for 72,385 shares based on a conversion price of $0.2763 per share (See Note 6).

 

On September 27, 2012, the Company entered into a conversion agreement executed by a note holder for 91,208 shares based on a conversion price of $0.2741 per share (See Note 6). 

 

On October 2, 2012, the Company entered into a conversion agreement executed by a note holder for 79,586 shares based on a conversion price of $0.2513 per share (See Note 6).

 

On October 3, 2012, the Company entered into a conversion agreement executed by a note holder for 119,379 shares based on a conversion price of $0.2513 per share (See Note 6).

 

On October 5, 2012, the Company entered into a conversion agreement executed by a note holder for 92,365 shares based on a conversion price of $0.27067 per share (See Note 6).

 

On October 9, 2012, the Company entered into a conversion agreement executed by a note holder for 48,454 shares based on a conversion price of $0.2394 per share (See Note 6).

 

On October 19, 2012, the Company entered into a conversion agreement executed by a note holder for 200,501 shares based on a conversion price of $0.1995 per share (See Note 6).

 

On November 1, 2012, the Company entered into a conversion agreement executed by a note holder for 101,678 shares based on a conversion price of $0.19670 per share (See Note 6).

 

On November 5, 2012, the Company entered into a conversion agreement executed by a note holder for 917,037 shares based on a conversion price of $0.18619 per share (See Note 6).

 

On November 14, 2012, the Company entered into a conversion agreement executed by a note holder for 111,029 shares based on a conversion price of $0.18013 per share (See Note 6).

 

On November 19, 2012, the Company entered into a conversion agreement executed by a note holder for 113,805 shares based on a conversion price of $0.18128 per share (See Note 6).

 

On November 19, 2012, the Company entered into a conversion agreement executed by a note holder for 150,000 shares based on a conversion price of $0.1764 per share (See Note 6).

 

On November 23, 2012, the Company entered into a conversion agreement executed by a note holder for 166,543 shares based on a conversion price of $0.18013 per share (See Note 6).

 

On December 12, 2012, the Company entered into a conversion agreement executed by a note holder for 180,000 shares based on a conversion price of $0.19151 per share (See Note 6).

 

On December 31, 2012, the Company entered into a conversion agreement executed by a note holder for 146,780 shares based on a conversion price of $0.17032 per share (See Note 6).

 

On January 7, 2013, the Company entered into a conversion agreement executed by a note holder for 147,754 shares based on a conversion price of $.1692 per share (See Note 6).

 

On January 9, 2013, the Company entered into a conversion agreement executed by a note holder for 92,194 shares based on a conversion price of $.1627 per share (See Note 6).

 

On January 15, 2013, the Company entered into a conversion agreement executed by a note holder for 134,229 shares based on a conversion price of $.149 per share (See Note 6).

 

On January 15, 2013, the Company entered into a conversion agreement executed by a note holder for 112,259 shares based on a conversion price of $.164733 per share (See Note 6).

 

On January 30, 2013, the Company entered into a conversion agreement executed by a note holder for 210,000 shares based on a conversion price of $.145369 per share (See Note 6).

 

On January 31, 2013, the Company entered into a conversion agreement executed by a note holder for 112,782 shares based on a conversion price of $.133 per share (See Note 6).

 

On February 1, 2013, the Company entered into a conversion agreement executed by a note holder for 173,370 shares based on a conversion price of $.14420 per share (See Note 6).

 

On February 11, 2013, the Company entered into a conversion agreement executed by a note holder for 138,696 shares based on a conversion price of $.14420 per share (See Note 6).

 

On February 14, 2013, the Company entered into a conversion agreement executed by a note holder for 185,293 shares based on a conversion price of $.13533 per share (See Note 6).

 

On February 21, 2013, the Company entered into a conversion agreement executed by a note holder for 104,445 shares based on a conversion price of $.1436 per share (See Note 6).


On February 26, 2013, the Company entered into a conversion agreement executed by a note holder for 100,000 shares based on a conversion price of $.14 per share (See Note 6).

 

On February 27, 2013, the Company entered into a conversion agreement executed by a note holder for 115,208 shares based on a conversion price of $.1302 per share (See Note 6).

 

On March 1, 2013, the Company entered into a conversion agreement executed by a note holder for 129,652 shares based on a conversion price of $.1388 per share (See Note 6).

 

On March 1, 2013, the Company entered into a conversion agreement executed by a note holder for 565,007 shares based on a conversion price of $.150885 per share (See Note 6).

 

On March 6, 2013, the Company entered into a conversion agreement executed by a note holder for 93,637 shares based on a conversion price of $.1388 per share (See Note 6).

 

On March 7, 2013, the Company entered into a conversion agreement executed by a note holder for 437,654 shares based on a conversion price of $.13323 per share (See Note 6).

 

On March 12, 2013, the Company entered into a conversion agreement executed by a note holder for 69,560 shares based on a conversion price of $.1575 per share (See Note 6).

 

On March 20, 2013, the Company entered into a conversion agreement executed by a note holder for 108,809 shares based on a conversion price of $.1302 per share (See Note 6).

 

On March 28, 2013, the Company entered into a conversion agreement executed by a note holder for 58,013 shares based on a conversion price of $.1379 per share (See Note 6).

 

On April 8, 2013, the Company entered into a conversion agreement executed by a note holder for 181,291 shares based on a conversion price of $.1379 per share (See Note 6).

 

On April 12, 2013, the Company entered into a conversion agreement executed by a note holder for 549,173 shares based on a conversion price of $.155302 per share (See Note 6).

 

On April 15, 2013, the Company entered into a conversion agreement executed by a note holder for 224,048 shares based on a conversion price of $.1339 per share (See Note 6).

 

On April 16, 2013, the Company entered into a conversion agreement executed by a note holder for 261,389 shares based on a conversion price of $.1339 per share (See Note 6).

 

On April 18, 2013, the Company entered into a conversion agreement executed by a note holder for 205,353 shares based on a conversion price of $.14609 per share (See Note 6).

 

On April 30, 2013, the Company entered into a conversion agreement executed by a note holder for 146,370 shares based on a conversion price of $.17080 per share (See Note 6).

 

On May 1, 2013, the Company entered into a conversion agreement executed by a note holder for 350,000 shares based on a conversion price of $.162167 per share (See Note 6).

 

On May 10, 2013, the Company entered into a conversion agreement executed by a note holder for 175,644 shares based on a conversion price of $.1708 per share (See Note 6).

 

On May 23, 2013, the Company entered into a conversion agreement executed by a note holder for 195,993 shares based on a conversion price of $.1530667 per share (See Note 6).

 

On May 31, 2013, the Company entered into a conversion agreement executed by a note holder for 400,000 shares based on a conversion price of $.144667 per share (See Note 6).

 

On June 5, 2013, the Company entered into a conversion agreement executed by a note holder for 182,167 shares based on a conversion price of $.1435 per share (See Note 6).

 

On June 5, 2013, the Company entered into a conversion agreement executed by a note holder for 187,547 shares based on a conversion price of $.1333 per share (See Note 6).

 

On June 10, 2013, the Company entered into a conversion agreement executed by a note holder for 226,929 shares based on a conversion price of $.1322 per share (See Note 6).

 

On June 11, 2013, the Company entered into a conversion agreement executed by a note holder for 201,513 shares based on a conversion price of $.1322 per share (See Note 6).

 

On June 17, 2013, the Company entered into a conversion agreement executed by a note holder for 146,771 shares based on a conversion price of $.1362667 per share (See Note 6).

 

On June 21, 2013, the Company entered into a conversion agreement executed by a note holder for 224,383 shares based on a conversion price of $.1337 per share (See Note 6).

 

On June 26, 2013, the Company entered into a conversion agreement executed by a note holder for 300,000 shares based on a conversion price of $.1225 per share (See Note 6).

 

On July 1, 2013, the Company entered into a conversion agreement executed by a note holder for 251,608 shares based on a conversion price of $0.119233 per share (See Note 6).

 

On July 2, 2013, the Company entered into a conversion agreement executed by a note holder for 655,922 shares based on a conversion price of $0.12915 per share (See Note 6).

 

On July 2, 2013, the Company entered into a conversion agreement executed by a note holder for 787,700 shares based on a conversion price of $0.12915 per share (See Note 6).

 

On July 2, 2013, the Company entered into a conversion agreement executed by a note holder for 644,002 shares based on a conversion price of $0.13025 per share (See Note 6).

 

On July 2, 2013, the Company entered into a conversion agreement executed by a note holder for 1,503,816 shares based on a conversion price of $0.13025 per share (See Note 6).

 

On July 8, 2013, the Company entered into a conversion agreement executed by a note holder for 325,910 shares based on a conversion price of $0.122733 per share (See Note 6).

 

On July 11, 2013, the Company entered into a conversion agreement executed by a note holder for 197,940 shares based on a conversion price of $0.119 per share (See Note 6).

 

On July 24, 2013, the Company entered into a conversion agreement executed by a note holder for 140,400 shares based on a conversion price of $0.14245 per share (See Note 6).

 

On August 1, 2013, the Company entered into a conversion agreement executed by a note holder for 247,336 shares based on a conversion price of $0.13790 per share (See Note 6).

 

On August 7, 2013, the Company entered into a conversion agreement executed by a note holder for 623,640 shares based on a conversion price of $0.13790 per share (See Note 6).

 

On August 19, 2013, the Company entered into a conversion agreement executed by a note holder for 110,000 shares based on a conversion price of $0.1388 per share (See Note 6).

 

On August 26, 2013, the Company entered into a conversion agreement executed by a note holder for 106,158 shares based on a conversion price of $0.1437 per share (See Note 6).

  

On August 27, 2013, the Company entered into a conversion agreement executed by a note holder for 250,000 shares based on a conversion price of $0.152600 per share (See Note 6).

 

On September 3, 2013, the Company entered into a conversion agreement executed by a note holder for 195,822 shares based on a conversion price of $0.1532 per share (See Note 6).

 

On September 6, 2013, the Company entered into a conversion agreement executed by a note holder for 172,176 shares based on a conversion price of $0.1452 per share (See Note 6).

 

On September 10, 2013, the Company entered into a conversion agreement executed by a note holder for 196,292 shares based on a conversion price of $0.152833 per share (See Note 6).

 

On September 11, 2013, the Company entered into a conversion agreement executed by a note holder for 71,023 shares based on a conversion price of $0.1408 per share (See Note 6).

 

On September 19, 2013, the Company entered into a conversion agreement executed by a note holder for 205,714 shares based on a conversion price of $0.145834 per share (See Note 6).

 

On September 27, 2013, the Company entered into a conversion agreement executed by a note holder for 189,780 shares based on a conversion price of $0.147047 per share (See Note 6).

 

On October 1, 2013, the Company entered into a conversion agreement executed by a note holder for 135,685 shares based on a conversion price of $0.1475 per share (See Note 6).

 

On October 1, 2013, the Company entered into a conversion agreement executed by a note holder for 240,000 shares based on a conversion price of $0.1458 per share (See Note 6).

 

On October 7, 2013, the Company entered into a conversion agreement executed by a note holder for 337,990 shares based on a conversion price of $0.1486 per share (See Note 6).

 

On October 9, 2013, the Company entered into a conversion agreement executed by a note holder for 467,394 shares based on a conversion price of $0.138 per share (See Note 6).

 

On October 17, 2013, the Company entered into a conversion agreement executed by a note holder for 297,810 shares based on a conversion price of $0.1486 per share (See Note 6).

 

On October 21, 2013, the Company entered into a conversion agreement executed by a note holder for 198,719 shares based on a conversion price of $0.1530 per share (See Note 6).

 

On October 24, 2013, the Company entered into a conversion agreement executed by a note holder for 310,143 shares based on a conversion price of $0.141 per share (See Note 6).

 

On October 30, 2013, the Company entered into a conversion agreement executed by a note holder for 250,716 shares based on a conversion price of $0.1473 per share (See Note 6).

 

On November 4, 2013, the Company entered into a conversion agreement executed by a note holder for 70,000 shares based on a conversion price of $0.1461 per share (See Note 6).

 

On November 25, 2013, the Company entered into a conversion agreement executed by a note holder for 70,000 shares based on a conversion price of $0.1398 per share (See Note 6).

 

On November 8, 2013, the Company entered into a conversion agreement executed by a note holder for 207,006 shares based on a conversion price of $0.1459 per share (See Note 6).

 

On November 22, 2013, the Company entered into a conversion agreement executed by a note holder for 279,353 shares based on a conversion price of $0.14 per share (See Note 6).

 

On November 25, 2013, the Company entered into a conversion agreement executed by a note holder for 392,593 shares based on a conversion price of $0.15 per share (See Note 6).

 

On December 2, 2013, the Company entered into a conversion agreement executed by a note holder for 254,237 shares based on a conversion price of $0.13986 per share (See Note 6).

  

On December 18, 2013, the Company entered into a conversion agreement executed by a note holder for 241,935 shares based on a conversion price of $0.1503 per share (See Note 6).

 

On December 18, 2013, the Company entered into a conversion agreement executed by a note holder for 310,752 shares based on a conversion price of $0.161 per share (See Note 6).

 

On December 23, 2013, the Company entered into a conversion agreement executed by a note holder for 328,731 shares based on a conversion price of $0.1521 per share (See Note 6).

 

On December 30, 2013, the Company entered into a conversion agreement executed by a note holder for 344,115 shares based on a conversion price of $0.1454 per share (See Note 6).

 

On December 31, 2013, the Company entered into a conversion agreement executed by a note holder for 262,605 shares based on a conversion price of $0.1345 per share (See Note 6).

 

On January 3, 2014, the Company entered into a conversion agreement executed by a note holder for 352,734 shares based on a conversion price of $0.142125 per share (See Note 6).

 

On January 7, 2014, the Company entered into a conversion agreement executed by a note holder for 360,490 shares based on a conversion price of $0.1388 per share (See Note 6).

 

On January 15, 2014, the Company entered into a conversion agreement executed by a note holder for 505,050 shares based on a conversion price of $0.1325 per share (See Note 6).

 

On January 21, 2014, the Company entered into a conversion agreement executed by a note holder for 646,465 shares based on a conversion price of $0.1268 per share (See Note 6).

 

On January 7, 2014, the Company entered into a conversion agreement executed by a note holder for 300,000 shares based on a conversion price of $0.1295 per share (See Note 6).

 

On January 8, 2014, the Company entered into a conversion agreement executed by a note holder for 80,109 shares based on a conversion price of $0.1268 per share (See Note 6).

 

On January 29, 2014, the Company entered into a conversion agreement executed by a note holder for 93,591 shares based on a conversion price of $0.1127 per share (See Note 6).

 

On February 5, 2014, the Company entered into a conversion agreement executed by a note holder for 266,599 shares based on a conversion price of $0.0996 per share (See Note 6).

 

On February 11, 2014, the Company entered into a conversion agreement executed by a note holder for 496,278 shares based on a conversion price of $0.1008 per share (See Note 6).

 

On February 12, 2014, the Company entered into a conversion agreement executed by a note holder for 67,340 shares based on a conversion price of $0.099 per share (See Note 6).

 

On February 12, 2014, the Company entered into a conversion agreement executed by a note holder for 44,893 shares based on a conversion price of $0.099 per share (See Note 6).

 

On February 14, 2014, the Company entered into a conversion agreement executed by a note holder for 477,897 shares based on a conversion price of $0.0847 per share (See Note 6).

 

On February 18, 2014, the Company entered into a conversion agreement executed by a note holder for 511,771 shares based on a conversion price of $0.0978 per share (See Note 6).

 

On February 18, 2014, the Company entered into a conversion agreement executed by a note holder for 110,943 shares based on a conversion price of $0.13 per share (See Note 6).  Given the conversion occurred subsequent to the maturity date of the note, the Company recorded a $4,423 loss on conversion.

 

On February 19, 2014, the Company entered into a conversion agreement executed by a note holder for 147,929 shares based on a conversion price of $0.0910 per share (See Note 6). Conversion related to penalty fees incurred totaling $6,583.

 

On February 24, 2014, the Company entered into a conversion agreement executed by a note holder for 580,645 shares based on a conversion price of $0.0818 per share (See Note 6).

 

On February 27, 2014, the Company entered into a conversion agreement executed by a note holder for 196,592 shares based on a conversion price of $0.12 per share (See Note 6).  Given the conversion occurred subsequent to the maturity date of the note, the Company recorded a $8,591 loss on conversion.

 

On February 28, 2014, the Company entered into a conversion agreement executed by a note holder for 250,000 shares based on a conversion price of $0.0763 per share (See Note 6).  Conversion related to penalty fees incurred totaling $6,113.

 

On March 3, 2014, the Company entered into a conversion agreement executed by a note holder for 612,745 shares based on a conversion price of $0.0817 per share (See Note 6).

 

On March 4, 2014, the Company entered into a conversion agreement executed by a note holder for 339,940 shares based on a conversion price of $0.0686 per share (See Note 6).

 

On March 6, 2014, the Company entered into a conversion agreement executed by a note holder for 631,313 shares based on a conversion price of $0.0792 per share (See Note 6).

 

On March 12, 2014, the Company entered into a conversion agreement executed by a note holder for 851,426 shares based on a conversion price of $0.0784 per share (See Note 6).

 

On March 13, 2014, the Company entered into a conversion agreement executed by a note holder for 352,801 shares based on a conversion price of $0.07 per share (See Note 6).  Conversion related to penalty fees incurred totaling $9,580.

 

On March 19, 2014, the Company entered into a conversion agreement executed by a note holder for 229,753 shares based on a conversion price of $0.09 per share (See Note 6).  Given the conversion occurred subsequent to the maturity date of the note, the Company recorded a $6,795 loss on conversion.

 

On March 24, 2014, the Company entered into a conversion agreement executed by a note holder for 1,260,835 shares based on a conversion price of $0.0705 per share (See Note 6).

 

On March 31, 2014, the Company entered into a conversion agreement executed by a note holder for 1,002,999 shares based on a conversion price of $0.0658 per share (See Note 6).

 

On April 1, 2014, the Company entered into a conversion agreement executed by a note holder for 3,134,751 shares based on a conversion price of $0.0705 per share (See Note 6).

 

On April 3, 2014, the Company entered into a conversion agreement executed by a note holder for 1,503,382 shares based on a conversion price of $0.0665 per share (See Note 6).

 

On April 7, 2014, the Company entered into a conversion agreement executed by a note holder for 621,227 shares based on a conversion price of $0.0611 per share (See Note 6).

 

On April 18, 2014, the Company entered into a conversion agreement executed by a note holder for 652,529 shares based on a conversion price of $0.0613 per share (See Note 6).

 

On April 23, 2014, the Company entered into a conversion agreement executed by a note holder for 118,062 shares based on a conversion price of $0.0681 per share (See Note 6).

 

On April 24, 2014, the Company entered into a conversion agreement executed by a note holder for 864,304 shares based on a conversion price of $0.05785 per share (See Note 6).

 

On April 24, 2014, the Company entered into a conversion agreement executed by a note holder for 719,171 shares based on a conversion price of $0.0579 per share (See Note 6).

  

On May 8, 2014, the Company entered into a conversion agreement executed by a note holder for 222,064 shares based on a conversion price of $0.0563 per share (See Note 6).

 

On May 14, 2014, the Company entered into a conversion agreement executed by a note holder for 540,655 shares based on a conversion price of $0.0555 per share (See Note 6).

 

On May 15, 2014, the Company entered into a conversion agreement executed by a note holder for 763,942 shares based on a conversion price of $0.06545 per share (See Note 6).

 

On May 20, 2014, the Company entered into a conversion agreement executed by a note holder for 507,292 shares based on a conversion price of $0.0561 per share (See Note 6).

 

On May 22, 2014, the Company entered into a conversion agreement executed by a note holder for 535,628 shares based on a conversion price of $0.056 per share (See Note 6).

 

On May 28, 2014, the Company entered into a conversion agreement executed by a note holder for 103,842 shares based on a conversion price of $0.0642 per share (See Note 6).

 

On May 30, 2014, the Company entered into a conversion agreement executed by a note holder for 350,177 shares based on a conversion price of $0.057114 per share (See Note 6).

 

On June 9, 2014, the Company entered into a conversion agreement executed by a note holder for 314,842 shares based on a conversion price of $0.0611 per share (See Note 6).

 

On June 10, 2014, the Company entered into a conversion agreement executed by a note holder for 550,000 shares based on a conversion price of $0.062627 per share (See Note 6).

 

On June 10, 2014, the Company entered into a conversion agreement executed by a note holder for 162,338 shares based on a conversion price of $0.0616 per share (See Note 6).

 

On June 16, 2014, the Company entered into a conversion agreement executed by a note holder for 469,366 shares based on a conversion price of $0.063916 per share (See Note 6).

 

On June 17, 2014, the Company entered into a conversion agreement executed by a note holder for 635,930 shares based on a conversion price of $0.0629 per share (See Note 6).

 

On June 19, 2014, the Company entered into a conversion agreement executed by a note holder for 818,331 shares based on a conversion price of $0.0611 per share (See Note 6).

 

On June 23, 2014, the Company entered into a conversion agreement executed by a note holder for 725,000 shares based on a conversion price of $0.06 per share (See Note 6).

 

On June 30, 2014, the Company entered into a conversion agreement executed by a note holder for 465,954 shares based on a conversion price of $0.0561 per share (See Note 6).

 

(H) Share Exchange

 

On May 11, 2010, the Company acquired the rights to an audio technology known as Max Audio Technology (Max) through a share exchange, whereby the Company issued 30,000,000 shares of common stock to two individuals in exchange for their rights in Max having a value of $7,500,000 based upon recent market value ($0.25/share) (See Note 8(B)).

 

On January 17, 2011, the Company acquired the rights to software technology known as Blog Software, Social Media Vault, Social Media Bar and Trending Topix (BSST) through a share exchange, whereby the Company issued 3,000,000 shares of common stock to two individuals in exchange for their rights to BSST having a value of $300,000 based upon recent market value ($0.10/share).

  

On November 15, 2012, the Company acquired the rights to an audio technology known as Liquid Spins, Inc. through a share exchange, whereby the Company issued 24,752,475 shares of common stock for their rights in Liquid Spins technology and other assets having a value of $10,000,000 based upon recent market value ($0.404/share).    The following assets were acquired in the transaction:

 

  

6 Months Ended

June 30,

2014

  

Year Ended 
December 31,

2013

 
       
Goodwill at fair value, Opening Balance $9,303,679  $9,655,588 
         
Consideration transferred at fair value:        
 Common stock - 24,752,475 Shares  -   - 
         
Net assets acquired:        
Current assets  -   - 
Cash  -   8,011 
 Total net assets acquired  -   8,011 
         
Amortization  (482,779)  (343,898)
         
Goodwill at fair value, Ending Balance $8,820,900  $9,303,679 

 

During the year ended December 31, 2013, the Company received an additional $8,011 related to the acquisition which reduced the carrying value of the goodwill as of December 31, 2013.  For the year ended December 31, 2013, the Company recorded $343,898 of amortization expense.

 

For the six months ended June 30, 2014 and 2013, the Company recorded $482,779 and $0, respectively, of amortization expense.

 

(I) Stock Options

 

On January 17, 2011, the Company issued 12,000,000 options to buy common shares of the Company's stock at $0.12 per share, good for three years, to its new CEO pursuant to an employment agreement.    The Company recognized an expense of $1,199,794 for the year ended December 31, 2011.    The Company recorded the fair value of the options    based on the fair value of each option grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2010; dividend yield of zero, expected volatility of 436.04%, risk-free interest rates of 1.00%, expected life of three years.

 

On June 14, 2013, the Company amended the terms of 12,000,000 fully vested stock options held by the chief financial officer of the Company.    In connection with the modification, the Company extended the expiration date of the stock options by 2 years.

 

The extension is considered a modification for which incremental compensation cost was recognized as the excess of the fair value of the modified award over the fair value of the original award immediate before its terms are modified which was calculated to be $994,141, using the Black-Scholes valuation model.      The fair value was based upon the following management assumptions:

 

Expected dividends  0%
Expected volatility  299%
Expected term: 2.59 years 
Risk free interest rate  0.49%

 

On January 1, 2013, the Company issued 700,000 options to buy common shares of the Company's stock at $0.50 per share, good for three years, to the Chief Technical Officer pursuant to an amended employment agreement dated December 31, 2012. The Company recognized an expense of $115,288 for the year ended December 31, 2013. The Company recorded the fair value of the options based on the fair value of each option grant estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2013; dividend yield of zero, expected volatility of 140.3%, risk-free interest rates of .37%, expected life of three years. 

 

The following tables summarize all option grants as of June 30, 2014, and the related changes during these periods are presented below:

 

  Number of Options  Weighted Average Exercise Price  Weighted Average Remaining Contractual Life (in Years) 
Outstanding - December 31, 2010  -  $-   - 
Granted  12,000,000   0.120     
Exercised  .   -     
Forfeited or Canceled  -   -     
Outstanding - December 31, 2011  12,000,000   0.12   2.05 
Granted  .   -   - 
Exercised  -   -   - 
Forfeited or Canceled  -   -   - 
Outstanding - December 31, 2012  12,000,000   0.12   1.04 
Granted  700,000  $0.500   3.00 
Exercised  -   -   - 
Forfeited or Canceled  -   -   - 
Outstanding - December 31, 2013  12,700,000   0   2 
Granted  -  $-   - 
Exercised  -   -   - 
Forfeited or Canceled  -   -   - 
Outstanding - June 30, 2014  12,700,000   0.14   1.55 
Exercisable - June 30, 2014  12,700,000         
XML 85 R64.htm IDEA: XBRL DOCUMENT v2.4.0.8
Subsequent Events (Details) (USD $)
 1 Months Ended 0 Months Ended 1 Months Ended 3 Months Ended 6 Months Ended 103 Months Ended 0 Months Ended 1 Months Ended 2 Months Ended
Apr. 24, 2014
Dec. 11, 2012
Jul. 31, 2014
Jun. 30, 2012
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Aug. 06, 2014
Subsequent Event [Member]
Aug. 01, 2014
Subsequent Event [Member]
Jul. 28, 2014
Subsequent Event [Member]
Jul. 07, 2014
Subsequent Event [Member]
Jul. 31, 2014
Subsequent Event [Member]
Subsequent Events (Textual)                            
Convertible note         $ 555,154   $ 555,154   $ 555,154          
Shares issued in conversion of debt             8,108,340              
Consulting agreement term                   3 years        
Common stock issued in consideration for services 200,000                 100,000        
Chief financial officer options issued                         2,866,520  
Common stock purchased price per share                         $ 0.10  
Convertible notes payable   120,000                 253,500 50,000   333,000
Discount on issuance of convertible notes                           44,000
Maturity date of convertible notes payable   Dec. 11, 2013   Mar. 27, 2013             May 05, 2015      
Interest rate on convertible notes payable   8.00%                 8.00% 10.00%    
Variable conversion price of market price, Percentage                     65.00% 70.00%    
Market price description                     Average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period prior to the conversion. Average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion.    
Proceeds from convertible note                     250,000     444,000
Finder fees     $ 20,000   $ 128,858 $ 110,630 $ 406,332 $ 603,388 $ 1,853,575          
XML 86 R63.htm IDEA: XBRL DOCUMENT v2.4.0.8
Intangible Assets (Details Textual) (USD $)
 6 Months Ended 12 Months Ended 103 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Dec. 31, 2013
Jun. 30, 2014
Intangible Assets (Textual)        
Common stock, Repurchased     3,000,000  
Common stock, Repurchased value     $ 220,000  
Cash received related to acquisition     8,011  
Amortization of Intangible Assets $ 482,779    $ 343,898 $ 826,677
Stock issued during period, shares, new issues     3,000,000  
XML 87 R34.htm IDEA: XBRL DOCUMENT v2.4.0.8
Property and Equipment (Details Textual) (USD $)
 3 Months Ended 6 Months Ended 103 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Jun. 30, 2013
Jun. 30, 2014
Property and Equipment (Textual)          
Depreciation/amortization expense $ 26,985 $ 20,543 $ 53,449 $ 40,756 $ 255,240
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Stockholders' Equity (Details Textual 3) (USD $)
 6 Months Ended 12 Months Ended 6 Months Ended 1 Months Ended 0 Months Ended 1 Months Ended 12 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended 12 Months Ended 6 Months Ended
Jun. 30, 2014
Dec. 31, 2013
Dec. 31, 2012
Dec. 11, 2012
Jun. 30, 2014
Stock Option [Member]
May 31, 2010
Max audio technology [Member]
Individual
May 11, 2010
Max audio technology [Member]
Feb. 17, 2011
Principal stockholder [Member]
Jun. 30, 2010
Principal stockholder [Member]
Jun. 02, 2010
Principal stockholder [Member]
Dec. 31, 2010
June 2, 2010 [Member]
Principal stockholder [Member]
Dec. 31, 2011
February 17, 2011 [Member]
Principal stockholder [Member]
Dec. 31, 2011
January 18, 2011 [Member]
Conversion Agreement [Member]
Dec. 31, 2011
February 9, 2011[Member]
Conversion Agreement [Member]
Dec. 31, 2013
February 9, 2011[Member]
Conversion Agreement [Member]
Dec. 31, 2011
February 15, 2011 [Member]
Conversion Agreement [Member]
Dec. 31, 2011
February 23, 2011 [Member]
Conversion Agreement [Member]
Dec. 31, 2011
April 11, 2011 [Member]
Conversion Agreement [Member]
Dec. 31, 2011
August 25, 2011 [Member]
Conversion Agreement [Member]
Dec. 31, 2011
August 30, 2011 [Member]
Conversion Agreement [Member]
Dec. 31, 2011
September 12, 2011 [Member]
Conversion Agreement [Member]
Dec. 31, 2012
September 14, 2012 [Member]
Conversion Agreement [Member]
Dec. 31, 2012
September 21, 2012 [Member]
Conversion Agreement [Member]
Dec. 31, 2012
September 27, 2012 [Member]
Conversion Agreement [Member]
Dec. 31, 2012
October 2, 2012 [Member]
Conversion Agreement [Member]
Dec. 31, 2012
October 3, 2012 [Member]
Conversion Agreement [Member]
May 31, 2010
October 5, 2012 [Member]
Conversion Agreement [Member]
Individual
Dec. 31, 2012
October 5, 2012 [Member]
Conversion Agreement [Member]
May 11, 2010
October 5, 2012 [Member]
Conversion Agreement [Member]
Dec. 31, 2012
October 9, 2012 [Member]
Conversion Agreement [Member]
Dec. 31, 2012
October 19, 2012 [Member]
Conversion Agreement [Member]
Dec. 31, 2012
November 1, 2012 [Member]
Conversion Agreement [Member]
Dec. 31, 2012
November 5, 2012 [Member]
Conversion Agreement [Member]
Dec. 31, 2012
November 14, 2012 [Member]
Conversion Agreement [Member]
Dec. 31, 2012
November 19, 2012 [Member]
Conversion Agreement [Member]
Dec. 31, 2012
November 19, 2012 [Member]1
Conversion Agreement [Member]
Dec. 31, 2012
November 23, 2012 [Member]
Conversion Agreement [Member]
Dec. 31, 2012
December 12, 2012 [Member]
Conversion Agreement [Member]
Dec. 31, 2011
January 17, 2011 [Member]
Stock Option [Member]
Dec. 31, 2011
January 17, 2011 [Member]
Blog Software, Social Media Vault, Social Media Bar and Trending Topix [Member]
Individual
Dec. 31, 2012
November 15, 2012 [Member]
Liquid Spins, Inc. [Member]
Dec. 31, 2013
December 31, 2012 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
January 7, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
January 9, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
January 15, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
January 15, 2013 One [Member]
Conversion Agreement [Member]
Dec. 31, 2013
January 30, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
January 31, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
February 1, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
February 11, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
February 14, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
February 21, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
February 26, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
February 27, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
March 1, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
March 1, 2013 One [Member]
Conversion Agreement [Member]
Dec. 31, 2013
March 6, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
March 7, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
March 12, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
March 20, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
March 28, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
January 1, 2013 [Member]
Stock Option [Member]
Dec. 31, 2013
April 8, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
April 12, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
April 15, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
April 16, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
April 18, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
April 30, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
May 1, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
May 10, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
May 23, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
May 31, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
June 5, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
June 5, 2013 One [Member]
Conversion Agreement [Member]
Dec. 31, 2013
June 10, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
June 11, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
June 14, 2013 [Member]
Stock Option [Member]
Dec. 31, 2013
June 17, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
June 21, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
June 26, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
July 1, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
July 2, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
July 2, 2013 One [Member]
Conversion Agreement [Member]
Dec. 31, 2013
July 2, 2013 Two [Member]
Conversion Agreement [Member]
Dec. 31, 2013
July 2, 2013 Three [Member]
Conversion Agreement [Member]
Dec. 31, 2013
July 8, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
July 11, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
July 24, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
August 1, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
August 7, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
August 19, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
August 26, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
August 27, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
September 3, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
September 6, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
September 10, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
September 11, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
September 19, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
September 27, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
October 1, 2013 [Memebr]
Conversion Agreement [Member]
Dec. 31, 2013
October 1, 2013 [Memebr]1
Conversion Agreement [Member]
Dec. 31, 2013
October 7, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
October 9, 2013 [member]
Conversion Agreement [Member]
Dec. 31, 2013
October 17, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
October 24, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
November 4, 2013 [Memebr]
Conversion Agreement [Member]
Dec. 31, 2013
November 25, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
November 8, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
November 22, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
November 25, 2013 [Member]1
Conversion Agreement [Member]
Dec. 31, 2013
December 2, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
December 18, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
December 18, 2013 {Member]1
Conversion Agreement [Member]
Dec. 31, 2013
December 23, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
December 30, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
December 31, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
October 30, 2013 [Member]
Conversion Agreement [Member]
Dec. 31, 2013
October 21, 2013 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
January 3, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
January 7, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
January 15, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
January 21, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
January 7, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
January 8, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
January 29, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
February 5, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
February 11, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
February 12, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
February 12, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
February 14, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
February 18, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
February 18, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
February 19, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
February 24, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
February 27, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
February 28, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
March 3, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
March 4, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
March 6, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
March 12, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
March 13, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
March 19, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
March 14, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
March 31, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
April 1, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
April 3, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
April 7, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
April 18, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
April 23, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
April 24, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
April 24, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
May 8, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
May 14, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
May 15, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
May 20, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
May 22, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
May 28, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
May 30, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
June 9, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
June 10, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
June 10, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
June 16, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
June 17, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
June 19, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
June 23, 2014 [Member]
Conversion Agreement [Member]
Jun. 30, 2014
June 30, 2014 [Member]
Conversion Agreement [Member]
Stockholders' Equity (Textual)                                                                                                                                                                                                                                                                                                                                            
Accrued compensation convertible amount               $ 144,000 $ 283,652   $ 283,652 $ 144,000                                                                                                                                                                                                                                                                                                                    
Common shares issued for accrued compensation               1,309,091 945,507   945,507 1,309,091                                                                                                                                                                                                                                                                                                                    
Par value of share issued for accrued compensation               $ 0.11   $ 0.30 $ 0.30 $ 0.11                                                                                                                                                                                                                                                                                                                    
Shares issued on conversion of converted notes payable 8,108,340                     909,091 109,375 271,186   357,143 220,264 587,382 77,220 96,220 116,505 528,035 72,385 91,208 79,586 119,379   92,365   48,454 200,501 101,678 917,031 111,029 113,805 150,000 166,543 180,000       146,780 147,754 92,194 134,229 112,259 210,000 112,782 173,370 138,696 185,293 104,445 100,000 115,208 129,652 565,007 93,637 437,654 69,560 108,809 58,013   181,291 549,173 224,048 261,389 205,353 146,370 350,000 175,644 195,993 400,000 182,167 187,547 226,929 201,513   146,771 224,383 300,000 251,608 655,922 787,700 644,002 1,503,816 325,910 197,940 140,400 247,336 623,640 110,000 106,158 250,000 195,822 172,716 196,292 71,023 205,714 189,780 135,685 240,000 337,990 467,394 297,810 310,143 70,000 70,000 207,006 279,353 392,593 254,237 241,935 310,752 328,731 344,115 262,605 250,716 198,719 352,734 360,490 505,050 646,465 300,000 80,109 93,591 266,599 496,278 67,340 44,893 477,897 511,771 110,943 147,929 580,645 196,592 250,000 612,745 339,940 631,313 851,426 352,801 229,753 1,260,835 1,002,999 3,134,751 1,503,382 621,227 652,529 118,062 864,304 719,171 222,064 540,655 763,942 507,292 535,628 103,842 350,177 314,842 550,000 162,338 469,366 635,930 818,331 725,000 465,954
Value of shares issued on conversion of converted notes payable 486,278 3,843,221                   100,000                                                                                                                                                                                                                                                                                                                    
Conversion price of converted notes payable into shares       $ 0.50                 $ 0.032 $ 0.0295 $ 0.0295 $ 0.0336 $ 0.0454 $ 0.0315 $ 0.1554 $ 0.1455 $ 0.1339 $ 0.322 $ 0.2763 $ 0.2741 $ 0.2513 $ 0.2513   $ 0.27067   $ 0.2394 $ 0.1995 $ 0.1967 $ 0.18619 $ 0.18013 $ 0.18128 $ 0.1764 $ 0.18013 $ 0.19151       $ 0.17032 $ 0.1692 $ 0.1627 $ 0.149 $ 0.164733 $ 0.145369 $ 0.133 $ 0.14420 $ 0.14420 $ 0.13533 $ 0.1436 $ 0.14 $ 0.1302 $ 0.1388 $ 0.150885 $ 0.1388 $ 0.13323 $ 0.1575 $ 0.1302 $ 0.1379   $ 0.1379 $ 0.155302 $ 0.1339 $ 0.1339 $ 0.14609 $ 0.17080 $ 0.162167 $ 0.1708 $ 0.1530667 $ 0.144667 $ 0.1435 $ 0.1333 $ 0.1322 $ 0.1322   $ 0.1362667 $ 0.1337 $ 0.1225 $ 0.119233 $ 0.12915 $ 0.12915 $ 0.13025 $ 0.13025 $ 0.122733 $ 0.119 $ 0.14245 $ 0.13790 $ 0.13790 $ 0.1388 $ 0.1437 $ 0.152600 $ 0.1532 $ 0.1452 $ 0.152833 $ 0.1408 $ 0.145834 $ 0.147047 $ 0.1475 $ 0.1458 $ 0.1486 $ 0.138 $ 0.1486 $ 0.141 $ 0.1461 $ 0.1398 $ 0.1459 $ 0.14 $ 0.15 $ 0.13986 $ 0.1503 $ 0.161 $ 0.1521 $ 0.1454 $ 0.1345 $ 0.1473 $ 0.1530 $ 0.142125 $ 0.1388 $ 0.1325 $ 0.1268 $ 0.1295 $ 0.1268 $ 0.1127 $ 0.0996 $ 0.1008 $ 0.099 $ 0.099 $ 0.0847 $ 0.0978 $ 0.13 $ 0.0910 $ 0.0818 $ 0.12 $ 0.0763 $ 0.0817 $ 0.0686 $ 0.0792 $ 0.0784 $ 0.07 $ 0.09 $ 0.0705 $ 0.0658 $ 0.0705 $ 0.0665 $ 0.0611 $ 0.0613 $ 0.0681 $ 0.05785 $ 0.0579 $ 0.0563 $ 0.0555 $ 0.06545 $ 0.0561 $ 0.056 $ 0.0642 $ 0.057114 $ 0.0611 $ 0.062627 $ 0.0616 $ 0.063916 $ 0.0629 $ 0.0611 $ 0.06 $ 0.0561
Loss on conversion of convertible notes                                                                                                                                                                                                                                                                       4,423     8,591 6,113           6,795                                                
Penalty fees on conversion                                                                                                                                                                                                                                                                         6,583               9,580                                                  
Shares issued under share exchange agreement     24,752,475     30,000,000                                         30,000,000                         3,000,000 24,752,475                                                                                                                                                                                                                                                          
Value of shares issued under share exchange agreement           7,500,000                                         7,500,000                         300,000 10,000,000                                                                                                                                                                                                                                                          
Par value of shares issued under share exchange agreement             $ 0.25                                           $ 0.25                     $ 0.10 $ 0.404                                                                                                                                                                                                                                                          
Number of individuals in share exchange agreement           2                                         2                         2                                                                                                                                                                                                                                                            
Stock option issued to CEO purchase common shares                                                                             12,000,000                                             700,000                                                                                                                                                                                                                
Stock option issued to purchase common shares, share price                                                                             $ 0.12                                             $ 0.50                                                                                                                                                                                                                
Services expense                                                                             1,199,794                                             115,288                                                                                                                                                                                                                
Dividend yield         0.00%                                                                   0.00%                                             0.00%                                                                                                                                                                                                                
Expected volatility         299.00%                                                                   436.04%                                             140.30%                                                                                                                                                                                                                
Risk-free interest rates         0.49%                                                                   1.00%                                             0.37%                                                                                                                                                                                                                
Expected life         2 years 7 months 2 days                                                                   3 years                                             3 years                                                                                                                                                                                                                
Amended expiration date of stock option                                                                                                                                                         2 years                                                                                                                                                                                  
Cash received related to acquisition   8,011                                                                                                                                                                                                                                                                                                                                        
Incremental compensation cost   994,141                                                                                                                                                                                                                                                                                                                                        
Amortization expense $ (482,779) $ (343,898)                                                                                                                                                                                                                                                                                                                                        
XML 90 R21.htm IDEA: XBRL DOCUMENT v2.4.0.8
Subsequent Events
 6 Months Ended
Jun. 30, 2014
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 13        SUBSEQUENT EVENTS

 

Through the filing of these financial statements, the Company converted a total of $555,154 in convertible debt comprised of principal and accrued interest into 8,108,340 common shares.

 

On August 6, 2014, the Company entered into a three year consulting agreement for the consultant to:

 

· act as a member of the Company’s Advisory Board,
· be available at mutually agreeable times to the Company. The Consultant will be engaged by the Company as a Consultant for the exchange of strategic and business development ideas.

 

The Company shall grant the consultant 100,000 shares of common stock in consideration for the services to be provided.

 

In July of 2014, the Company paid $20,000 in finder fees in connection with the prior capital funding received by the Company.

 

On July 7, 2014, as a benefit for the unsecured loans granted to the Company by the Company's Chief Financial Officer ("CFO"), the Company issued 2,866,520 options to buy common shares of the Company's stock at $0.10 per share, good for three years to the CFO.

 

In July 2014, the Company modified an original agreement to receive up to $444,000 from an original amount of $333,000 with an OID of $44,000. On July 28, 2014, the Company received $50,000 bearing an interest of 10% in connection with this agreement with the balance owed on July 27, 2015. The conversion price equals the “Variable Conversion Price”, which is 70% of the “Market Price”, which is the average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion. The holder of the note has a right to convert all or any part of the outstanding unpaid principal amount into shares of common stock at any time after issuance.

 

On August 1, 2014, the Company entered into an agreement whereby the Company will issue up to $253,500 in a convertible note. The note matures on May 5, 2015 and bears an interest charge of 8%. The conversion price equals the “Variable Conversion Price”, which is 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. The holder of the note has a right to convert all or any part of the outstanding unpaid principal amount into shares of common stock after six months. The Company received $250,000 proceeds on August 4, 2014.

 

On August 11, 2014, the Company and VSL simultaneously filed trade secret and patent infringement actions against Google, Inc. and its subsidiaries, YouTube, LLC and On2 Technologies, Inc., relating to proprietary and patented technology owned by Vedanti Systems Limited, a subsidiary of VSL.  The patent infringement complaint was brought in U.S. District Court for the District of Delaware and the trade secret suit was filed in Superior Court of California, County of Santa Clara.  The lawsuits contend that, in 2010, while Google was in discussions with Vedanti about the possibility of acquiring Vedanti's patented digital video streaming techniques and other proprietary methods, Google gained access to and received technical guidance regarding Vedanti’s proprietary codec, a computer program capable of encoding and decoding a digital data stream or signal.  The complaints allege that soon after the two companies initiated negotiations, Google began implementing Vedanti's technology into its own WebM/VP8 video codec without informing Vedanti, and without compensating Vedanti for its use.  Plaintiffs are seeking a permanent injunction against Google, compensatory damages, as well as treble damages. As exclusive agent to VSL to enforce all rights with respect to the subject technology, the Company has hired Grant & Eisenhofer, PA to represent the Company and VSL in the suits. These cases will be vigorously prosecuted and the Company believes it has a good likelihood of success. 
XML 91 R26.htm IDEA: XBRL DOCUMENT v2.4.0.8
Stockholders' Equity (Tables)
 6 Months Ended
Jun. 30, 2014
Stockholders' Equity [Abstract]  
Summary of warrants activity
 
  Number of Warrants  

Weighted Average

Exercise Price

  

Weighted Average

Remaining

Contractual Life

(in Year)

 
          
Balance, December 31, 2011  2,715,800  $0.36     
Granted  200,000   0     
Exercised            
Cancelled/Forfeited  (500,000)  0.52     
Balance, December 31, 2012  2,415,800   0.28   0.8 
Granted  2,600,000  $0.41     
Exercised  (620,800) $0.07     
Cancelled/Forfeited  (1,260,000) $0.50     
Balance, December 31, 2013  3,135,000  $0.37   2.2 
Granted  500,000  $0.40     
Exercised  -  $-     
Cancelled/Forfeited  -  $-     
Balance, June 30, 2014  3,635,000  $0.37   1.9 

 
Summary of all outstanding and exercisable warrants

 

Exercise
Price		  Warrants
Outstanding		  Warrants
Exercisable		  Weighted Average
Remaining
Contractual Life		  Aggregate
Intrinsic Value		 
                   
$0.10   335,000   335,000   0.17  $- 
$0.25   200,000   200,000   0.95  $- 
$0.40   2,600,000   2,600,000   2.24  $- 
$0.45   500,000   500,000   1.51  $- 
                  
     3,635,000   3,635,000   1.9 years   - 
Summary of assets acquired
 
  

6 Months

Ended

  Year Ended 
  

June 30,

2014

  

December 31,

2013

 
       
Goodwill at fair value, Opening Balance $9,303,679  $9,655,588 
         
Consideration transferred at fair value:        
 Common stock - 24,752,475 Shares  -   - 
         
Net assets acquired:        
Current assets  -   - 
Cash  -   8,011 
 Total net assets acquired  -   8,011 
         
Amortization  (482,779)  (343,898)
         
Goodwill at fair value, Ending Balance $8,820,900  $9,303,679 

 
Summary of fair value based upon management assumptions
 
Expected dividends  0%
Expected volatility  299%
Expected term: 2.59 years 
Risk free interest rate  0.49%

 
Summary of option activity
 
  Number of Options  Weighted Average Exercise Price  Weighted Average Remaining Contractual Life (in Years) 
Outstanding - December 31, 2010  -  $-   - 
Granted  12,000,000   0.120     
Exercised  .   -     
Forfeited or Canceled  -   -     
Outstanding - December 31, 2011  12,000,000   0.12   2.05 
Granted  .   -   - 
Exercised  -   -   - 
Forfeited or Canceled  -   -   - 
Outstanding - December 31, 2012  12,000,000   0.12   1.04 
Granted  700,000  $0.500   3.00 
Exercised  -   -   - 
Forfeited or Canceled  -   -   - 
Outstanding - December 31, 2013  12,700,000   0   2 
Granted  -  $-   - 
Exercised  -   -   - 
Forfeited or Canceled  -   -   - 
Outstanding - June 30, 2014  12,700,000   0.14   1.55 
Exercisable - June 30, 2014  12,700,000         

 
XML 92 R49.htm IDEA: XBRL DOCUMENT v2.4.0.8
Stockholders' Equity (Details Textual 1) (USD $)
 1 Months Ended 0 Months Ended 1 Months Ended 6 Months Ended 103 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 6 Months Ended 12 Months Ended 1 Months Ended 6 Months Ended 6 Months Ended 6 Months Ended 6 Months Ended 6 Months Ended 6 Months Ended 6 Months Ended 6 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 1 Months Ended 6 Months Ended 1 Months Ended 6 Months Ended 6 Months Ended 12 Months Ended 12 Months Ended
Apr. 24, 2014
Jan. 15, 2013
Jan. 31, 2014
Jun. 30, 2014
Jun. 30, 2014
Mar. 25, 2014
Dec. 31, 2013
Jun. 30, 2014
Share price one 0.25 [Member]
Jun. 30, 2014
Share price two 0.26 [Member]
Jun. 30, 2014
Share price three 0.26 [Member]
Jun. 30, 2014
Share price four 0.37 [Member]
Jun. 30, 2014
Share price five 0.37 [Member]
Jun. 30, 2014
Share price six 0.37 [Member]
Jun. 30, 2014
Share price seven 0.37 [Member]
Dec. 31, 2013
During October 2011 [Member]
Dec. 31, 2013
During December 2011 [Member]
Dec. 31, 2013
April 22, 2012 [Member]
Dec. 31, 2013
October 31, 2012 [Member]
Dec. 31, 2013
January 1, 2013 [Member]
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January 21, 2013 [Member]
Dec. 31, 2013
January 30, 2013 [Member]
Jun. 30, 2014
February 15, 2013 [Member]
Dec. 31, 2013
March 1, 2013 [Member]
Jun. 30, 2014
March 15, 2013 [Member]
Dec. 31, 2013
March 20, 2013 [Member]
Dec. 31, 2013
March 21, 2013 [Member]
Dec. 31, 2013
April 15, 2013 [Member]
Dec. 31, 2013
May 20, 2013 [Member]
Dec. 31, 2013
June 30,2013 [Member]
Dec. 31, 2013
June 30,2013 [Member]
Dec. 31, 2013
July 8, 2013 [Member]
Dec. 31, 2013
July 23, 2013 [Member]
Dec. 31, 2013
October 14, 2013 [Member]
Dec. 31, 2013
October 21, 2013 [Member]
Dec. 31, 2013
December 26, 2013 [Member]
Dec. 31, 2013
December 26, 2013 [Member]
Dec. 31, 2013
December 1, 2013 [Member]
Jun. 30, 2014
March 31, 2014 [Member]
Jun. 30, 2014
March 31, 2014 One [Member]
Jun. 30, 2014
March 31, 2014 Two [Member]
Jun. 30, 2014
March 31, 2014 Three [Member]
Jun. 30, 2014
March 25, 2014 [Member]
Jun. 30, 2014
April 25, 2014 [Member]
Jun. 30, 2014
Founder [Member]
October 14, 2008 [Member]
Jun. 30, 2014
Consulting services [Member]
November 24, 2008 [Member]
Jun. 30, 2014
Consulting services [Member]
December 20, 2008 [Member]
Jun. 30, 2014
Consulting services [Member]
January 12, 2009 [Member]
Dec. 31, 2013
Consulting services [Member]
October 28, 2011 [Member]
Dec. 31, 2013
Consulting services [Member]
November 18, 2011 [Member]
Dec. 31, 2013
Consulting services [Member]
December 18, 2011 [Member]
Dec. 31, 2013
Consulting services [Member]
January 25, 2012 [Member]
Agreement
Dec. 31, 2013
Consulting services [Member]
August 3, 2012 [Member]
Dec. 31, 2013
Consulting services [Member]
August 17, 2012 [Member]
Dec. 31, 2013
Consulting services [Member]
August 22, 2012 [Member]
Aug. 31, 2009
Development services agreement [Member]
Jan. 31, 2009
Development services agreement [Member]
Jan. 14, 2009
Development services agreement [Member]
Jun. 30, 2014
Development services agreement [Member]
January 14, 2009 [Member]
Jun. 30, 2014
Development services agreement [Member]
August 31, 2009 [Member]
Jun. 30, 2014
Professional services [Member]
August 25, 2009 [Member]
Aug. 22, 2012
Consulting agreement [Member]
Jun. 30, 2014
Consulting agreement [Member]
September 18, 2009 [Member]
Dec. 31, 2009
Consulting agreement [Member]
September 18, 2009 [Member]
Jun. 30, 2014
Consulting agreement [Member]
September 18, 2009 [Member]
Jun. 30, 2014
Consulting agreement [Member]
September 21, 2009 [Member]
Jun. 30, 2014
Consulting agreement [Member]
November 12, 2009 [Member]
Dec. 31, 2011
Consulting agreement [Member]
November 12, 2009 [Member]
Dec. 31, 2010
Consulting agreement [Member]
November 12, 2009 [Member]
Jun. 30, 2014
Consulting agreement [Member]
November 12, 2009 [Member]
Dec. 31, 2011
Consulting agreement [Member]
November 12, 2009 [Member]
Dec. 31, 2010
Consulting agreement [Member]
November 12, 2009 [Member]
Dec. 31, 2009
Consulting agreement [Member]
November 12, 2009 [Member]
Jun. 30, 2014
Consulting agreement [Member]
November 16, 2009 [Member]
Dec. 31, 2011
Consulting agreement [Member]
November 16, 2009 [Member]
Dec. 31, 2010
Consulting agreement [Member]
November 16, 2009 [Member]
Dec. 31, 2009
Consulting agreement [Member]
November 16, 2009 [Member]
Jun. 30, 2014
Consulting agreement [Member]
November 18, 2009 [Member]
Dec. 31, 2010
Consulting agreement [Member]
November 18, 2009 [Member]
Dec. 31, 2009
Consulting agreement [Member]
November 18, 2009 [Member]
Jun. 30, 2014
Consulting agreement [Member]
December 3, 2009 [Member]
Dec. 31, 2009
Consulting agreement [Member]
December 3, 2009 [Member]
Jun. 30, 2014
Consulting agreement [Member]
December 3, 2009 [Member]
Dec. 31, 2009
Consulting agreement [Member]
December 3, 2009 [Member]
Dec. 31, 2013
Consulting agreement [Member]
December 15, 2009 [Member]
Dec. 31, 2010
Consulting agreement [Member]
December 15, 2009 [Member]
Dec. 31, 2009
Consulting agreement [Member]
December 15, 2009 [Member]
Dec. 31, 2013
Consulting agreement [Member]
December 27, 2009 [Member]
Dec. 31, 2010
Consulting agreement [Member]
December 27, 2009 [Member]
Dec. 31, 2013
Consulting agreement [Member]
December 31, 2009 [Member]
Dec. 31, 2011
Consulting agreement [Member]
December 31, 2009 [Member]
Dec. 31, 2010
Consulting agreement [Member]
December 31, 2009 [Member]
Dec. 31, 2013
Consulting agreement [Member]
December 31, 2009 [Member]1
Dec. 31, 2010
Consulting agreement [Member]
December 31, 2009 [Member]1
Dec. 31, 2013
Consulting agreement [Member]
During December 2009 [Member]
Dec. 31, 2011
Consulting agreement [Member]
During December 2009 [Member]
Dec. 31, 2010
Consulting agreement [Member]
During December 2009 [Member]
Dec. 31, 2009
Consulting agreement [Member]
During December 2009 [Member]
Dec. 31, 2013
Consulting agreement [Member]
During December 2009 [Member]
Dec. 31, 2011
Consulting agreement [Member]
During December 2009 [Member]
Dec. 31, 2010
Consulting agreement [Member]
During December 2009 [Member]
Dec. 31, 2009
Consulting agreement [Member]
During December 2009 [Member]
Dec. 31, 2013
Consulting agreement [Member]
January 15, 2010 [Member]
Dec. 31, 2011
Consulting agreement [Member]
January 15, 2010 [Member]
Dec. 31, 2010
Consulting agreement [Member]
January 15, 2010 [Member]
Nov. 30, 2009
Marketing agreement [Member]
Nov. 21, 2009
Marketing agreement [Member]
Jun. 30, 2014
Marketing agreement [Member]
November 21, 2009 [Member]
Dec. 31, 2010
Marketing agreement [Member]
November 21, 2009 [Member]
Dec. 31, 2009
Commission agreement [Member]
Dec. 03, 2009
Commission agreement [Member]
Jun. 30, 2014
Commission agreement [Member]
December 3, 2009 [Member]
Dec. 31, 2009
Commission agreement [Member]
December 3, 2009 [Member]
Jun. 30, 2014
Commission agreement [Member]
December 3, 2009 [Member]
Dec. 31, 2010
Commission agreement [Member]
December 3, 2009 [Member]
Dec. 31, 2009
Commission agreement [Member]
December 3, 2009 [Member]
Dec. 31, 2013
Advertising Agreement [Member]
December 30, 2009 [Member]
Dec. 31, 2010
Advertising Agreement [Member]
December 30, 2009 [Member]
Dec. 31, 2013
Consulting Agreement Unrelated Third Party [Member]
February 17, 2010 [Member]
Dec. 31, 2011
Consulting Agreement Unrelated Third Party [Member]
February 17, 2010 [Member]
Dec. 31, 2010
Consulting Agreement Unrelated Third Party [Member]
February 17, 2010 [Member]
Dec. 31, 2013
Consulting Agreement for Consulting and Business Services [Member]
June 1, 2010 [Member]
Dec. 31, 2013
Consulting Agreement for Consulting Services [Member]
July 23, 2010 [Member]
Dec. 31, 2013
Consulting Agreement for Consulting Services [Member]
August 1, 2010 [Member]
Dec. 31, 2013
Consulting Agreement for Consulting Services [Member]
September 1, 2010 [Member]
Dec. 31, 2013
Consulting Agreement for Consulting Services [Member]
October 1, 2010 [Member]
Dec. 31, 2013
Consulting Agreement for Consulting Services [Member]
November 1, 2010 [Member]
Dec. 31, 2013
Consulting Agreement for Consulting Services [Member]
December 14, 2010 [Member]
Dec. 31, 2013
Consulting Agreement for Consulting Services [Member]
January 17, 2011 [Member]
Dec. 31, 2013
Consulting Agreement for Consulting Services [Member]
February 17, 2011 [Member]
Dec. 31, 2013
Consulting Agreement for Consulting Services [Member]
March 3, 2011 [Member]
Dec. 31, 2013
Consulting Agreement for Consulting Services [Member]
During June 2011 [Member]
Dec. 31, 2013
Consulting Agreement for Consulting Services [Member]
June 15, 2011 [Member]
Dec. 31, 2013
Consulting Agreement for Consulting Services [Member]
July 1, 2011 [Member]
Dec. 31, 2013
Consulting Agreement for Consulting Services [Member]
August 14, 2011 [Member]
Agreement
Dec. 31, 2013
Consulting Agreement for Consulting Services [Member]
September 12, 2011 [Member]
Agreement
Dec. 31, 2013
Consulting Agreement for Consulting Services [Member]
September 18, 2011 [Member]
Agreement
Dec. 31, 2013
Consulting Agreement for Consulting Services [Member]
September 25, 2011 [Member]
Agreement
Dec. 31, 2013
Consulting Agreement for Consulting Services [Member]
During three months ended September 30, 2011 [Member]
Agreement
Dec. 31, 2013
Consulting Agreement for Consulting Services [Member]
September 19, 2011 [Member]
Dec. 31, 2013
Consulting Agreement for Consulting Services [Member]
September 21, 2011 [Member]
Dec. 31, 2013
Consulting Agreement for Consulting Services [Member]
September 24, 2011 [Member]
Dec. 31, 2013
Consulting Agreement for Consulting Services [Member]
September 27, 2011 [Member]
Agreement
Dec. 31, 2013
Employment Agreement [Member]
Dec. 31, 2012
Employment Agreement [Member]
Dec. 31, 2013
Employment Agreement [Member]
May 17, 2011 [Member]
Dec. 31, 2013
Employment Agreement One [Member]
Dec. 31, 2013
Settlement Agreement with Former Employee (not a 5% or greater shareholder) [Member]
March 14, 2012 [Member]
Stockholders' Equity (Textual)                                                                                                                                                                                                                                                                                                      
Common stock shares issued for services 200,000             125,000 125,000 750,000 125,000 125,000 125,000 125,000 123,795 200,000 200,000 60,000 300,000 120,000 250,000 700,000 500,000 700,000 60,000 8,000 57,692 26,087 250,000 250,000 1,500,000 8,000 8,000 31,250 50,000 100,000 250,000 125,000 125,000 100,000 750,000 8,000 50,000 44,900,000 4,000 4,000 4,000 100,000 100,000 100,000 733 3,000,000 150,000 500,000       20,000 885,714 50,000   500,000   600,000 600,000 100,000     200,000       100,000       30,000     240,000   35,000   100,000     10,000   75,000     500,000   680,000       600,000       100,000         30,000       35,000   10,000     1,500,000   1,000,000     40,000 10,000 200,000 100,000 100,000 100,000 250,000 3,000,000 500,000 1,000,000 300,000 15,980 6,500 2,443 2,860 15,403 1,500 50,482 100,000 400,000 100,000 100,000 500,000 250,000 2,000,000 500,000 300,000
Common stock value issued for services $ 21,980             $ 31,250 $ 31,250 $ 191,250 $ 45,625 $ 45,625 $ 45,625 $ 45,625 $ 58,184 $ 108,000 $ 60,000 $ 20,400 $ 90,000 $ 32,400 $ 60,000 $ 173,600 $ 148,750 $ 182,000 $ 15,000 $ 2,000 $ 15,000 $ 6,000 $ 60,000 $ 61,250 $ 315,000 $ 1,648 $ 1,720 $ 7,813 $ 13,500 $ 23,000 $ 57,500 $ 31,250 $ 31,875 $ 9,300 $ 126,000 $ 1,020,000 $ 5,500 $ 44,900 $ 1,000 $ 1,000 $ 1,000 $ 88,000 $ 70,000 $ 50,000 $ 455 $ 960,000 $ 45,000 $ 150,000 $ 62,000 $ 5,000   $ 5,000 $ 62,000 $ 3,125   $ 175,000   $ 210,000 $ 210,000 $ 178,000     $ 400,000       $ 180,000       $ 45,000     $ 468,000   $ 68,250   $ 200,000     $ 19,400   $ 144,750     $ 965,000   $ 1,312,400       $ 1,170,000       $ 170,000     $ 53,100   $ 53,100       $ 68,250   $ 19,500     $ 2,895,000   $ 1,240,000     $ 10,000 $ 2,000 $ 40,000 $ 19,000 $ 18,000 $ 25,000 $ 37,500 $ 300,000 $ 55,000 $ 80,000 $ 75,000 $ 1,598 $ 520 $ 855 $ 715 $ 3,388 $ 585 $ 5,048 $ 23,000 $ 100,000 $ 33,000 $ 39,000 $ 125,000 $ 62,500 $ 140,000 $ 127,000 $ 63,000
Per share price of issued stock $ 0.1099     $ 0.1275 $ 0.1275 $ 0.1275   $ 0.25 $ 0.26 $ 0.26 $ 0.37 $ 0.37 $ 0.37 $ 0.37 $ 0.47 $ 0.54 $ 0.30 $ 0.34 $ 0.30 $ 0.27 $ 0.24 $ 0.25 $ 0.30 $ 0.26 $ 0.25 $ 0.25 $ 0.26 $ 0.23 $ 0.24 $ 0.25 $ 0.21 $ 0.21 $ 0.22 $ 0.25 $ 0.27 $ 0.23 $ 0.23 $ 0.25 $ 0.255 $ 0.093 $ 0.168 $ 0.1275 $ 0.11 $ 0.001 $ 0.25 $ 0.25 $ 0.25 $ 0.88 $ 0.70 $ 0.50 $ 0.62 $ 0.32 $ 0.30 $ 0.30     $ 0.25 $ 0.25 $ 0.0625 $ 0.0625 $ 0.30 $ 0.35   $ 0.35 $ 0.35 $ 1.78     $ 2.00       $ 1.80       $ 1.50     $ 1.95   $ 1.95   $ 2.00     $ 1.94   $ 1.93     $ 1.93   $ 1.93       $ 1.95       $ 1.70       $ 1.77 $ 1.77     $ 1.95 $ 1.95   $ 1.95     $ 1.93   $ 1.24     $ 0.25 $ 0.20 $ 0.20 $ 0.19 $ 0.18 $ 0.25 $ 0.15 $ 0.10 $ 0.11 $ 0.08 $ 0.25 $ 0.10 $ 0.08 $ 0.35 $ 0.25 $ 0.22 $ 0.39 $ 0.10 $ 0.23 $ 0.25 $ 0.33 $ 0.22 $ 0.25 $ 0.25 $ 0.07 $ 0.26 $ 0.21
Quarterly issuance of shares                                                                                                                                                                                                                                                                                             125,000     125,000  
Increase in shares after forward split                                                                                       179,600,000 16,000 16,000 16,000                 80,000   80,000                                                                                                                                                                                  
Par value of shares after forward split                                                                                       $ 0.00025 $ 0.0625 $ 0.0625 $ 0.0625                 $ 0.0625   $ 0.0625                                                                                                                                                                                  
Value of Shares issued under agreement                                                                                                             55,357       55,357                                                                                                   68,250                                                                            
Gain (Loss) on extinguishment of debt       (18,596) (11,953)                                                                                                   6,643       6,643                                                                                                                                                                                
Shares returned to company upon cancellation of agreement     3,000,000                                                                                                                     300,000   400,000 400,000                                                                                                       1,000,000                                                            
Consulting expense                                                                                                       960,000   81,250                 70,000 70,000 70,000   77,052 89,000   177,534 200,000 22,466   78,904 90,000 11,096   39,699 5,301   468,000   68,250   128,889 71,111   19,400   28,376 116,374   965,000   600,482 709,116 2,802   550,808 585,000 34,192   88,493 81,507   5,000   53,100       68,250   965,000 19,500   965,000   173,260 1,066,740                                                      
Deferred compensation       (12,500) (12,500)   (50,000)                           0                                                             0   68,750                 105,000 140,000 140,000   0     0       0                                         0       0       0                                                                                        
Reclassification of deferred compensation                                                                                                                             0 0 0                                                                                                                                                                    
Restriction free shares after agreement                                                                                                                                                                                                                                                                                                     6,000,000
Number of shares allow to employee for sell                                                                                                                                                                                                                                                                                                     250,000
Number of consulting agreement                                                                                                     2                                                                                                                                                                     2 2 2 2 2       2          
Additional benefit on shares                                                                                                                                                                                                                                                                                                     150,000
Period for sell of shares                                                                                                                                                                                                                                                                                                     2 years
Cashless of exercise of warrants                                                                     110,101 110,101                                                                                                                                                                                                                              
Number of warrants exercise                                                                     190,000 190,000                                                                                                                                                                                                                              
Value on filing costs and fees legal agreement   $ 2,000                                                                                                                                                                                                                                                                                                  
Shares on filing costs and fees on legal agreement   50,000                                                                                                                                                                                                                                                                                                  
XML 93 R41.htm IDEA: XBRL DOCUMENT v2.4.0.8
Convertible Debt - Derivative Liabilities (Details Textual) (USD $)
 0 Months Ended 1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended 103 Months Ended 6 Months Ended 12 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 12 Months Ended 12 Months Ended 6 Months Ended 0 Months Ended 0 Months Ended 1 Months Ended 1 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 1 Months Ended 1 Months Ended 6 Months Ended 1 Months Ended 1 Months Ended 1 Months Ended 0 Months Ended 1 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended 0 Months Ended
Dec. 11, 2012
Jun. 30, 2012
Jun. 30, 2014
Jun. 30, 2013
Mar. 31, 2013
Jun. 30, 2014
Jun. 30, 2013
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Jun. 30, 2014
Jun. 30, 2014
Minimum [Member]
Jun. 30, 2014
Convertible debt [Member]
Dec. 31, 2013
Convertible debt [Member]
Dec. 31, 2012
Convertible debt [Member]
Dec. 31, 2013
Convertible debt [Member]
Minimum [Member]
Dec. 31, 2012
Convertible debt [Member]
Minimum [Member]
Dec. 31, 2013
Convertible debt [Member]
Maximum [Member]
Dec. 31, 2012
Convertible debt [Member]
Maximum [Member]
Jul. 31, 2010
Fair Value Assumption 1 [Member]
Dec. 31, 2012
Fair Value Assumption 1 [Member]
Jul. 06, 2010
Fair Value Assumption 1 [Member]
Feb. 28, 2011
Fair Value Assumption 2 [Member]
Dec. 31, 2012
Fair Value Assumption 2 [Member]
Feb. 17, 2011
Fair Value Assumption 2 [Member]
Mar. 31, 2012
Fair Value Assumption 3 [Member]
Dec. 31, 2012
Fair Value Assumption 3 [Member]
Mar. 08, 2012
Fair Value Assumption 3 [Member]
Mar. 31, 2012
Fair Value Assumption 4 [Member]
Dec. 31, 2012
Fair Value Assumption 4 [Member]
Mar. 14, 2012
Fair Value Assumption 4 [Member]
Apr. 30, 2012
Fair Value Assumption 5 [Member]
Dec. 31, 2013
Fair Value Assumption 5 [Member]
Dec. 31, 2012
Fair Value Assumption 5 [Member]
Apr. 04, 2012
Fair Value Assumption 5 [Member]
Apr. 30, 2012
Fair Value Assumption 6 [Member]
Dec. 31, 2012
Fair Value Assumption 6 [Member]
Apr. 25, 2012
Fair Value Assumption 6 [Member]
Oct. 31, 2012
Fair Value Assumption 7 [Member]
May 31, 2012
Fair Value Assumption 7 [Member]
Dec. 31, 2013
Fair Value Assumption 7 [Member]
Dec. 31, 2012
Fair Value Assumption 7 [Member]
May 08, 2012
Fair Value Assumption 7 [Member]
Jun. 30, 2012
Fair Value Assumption 8 [Member]
Apr. 30, 2012
Fair Value Assumption 8 [Member]
Dec. 31, 2013
Fair Value Assumption 8 [Member]
Dec. 31, 2012
Fair Value Assumption 8 [Member]
Jun. 22, 2012
Fair Value Assumption 8 [Member]
Jul. 31, 2012
Fair Value Assumption 9 [Member]
Dec. 31, 2013
Fair Value Assumption 9 [Member]
Dec. 31, 2012
Fair Value Assumption 9 [Member]
Jul. 16, 2012
Fair Value Assumption 9 [Member]
Jul. 31, 2012
Fair Value Assumption 10 [Member]
Dec. 31, 2013
Fair Value Assumption 10 [Member]
Dec. 31, 2012
Fair Value Assumption 10 [Member]
Jul. 30, 2012
Fair Value Assumption 10 [Member]
Aug. 31, 2012
Fair Value Assumption 11 [Member]
Dec. 31, 2013
Fair Value Assumption 11 [Member]
Dec. 31, 2012
Fair Value Assumption 11 [Member]
Aug. 03, 2012
Fair Value Assumption 11 [Member]
Aug. 31, 2012
Fair Value Assumption 12 [Member]
Dec. 31, 2013
Fair Value Assumption 12 [Member]
Dec. 31, 2012
Fair Value Assumption 12 [Member]
Aug. 15, 2012
Fair Value Assumption 12 [Member]
Sep. 30, 2012
Fair Value Assumption 13 [Member]
Dec. 31, 2013
Fair Value Assumption 13 [Member]
Dec. 31, 2012
Fair Value Assumption 13 [Member]
Sep. 10, 2012
Fair Value Assumption 13 [Member]
Sep. 30, 2012
Fair Value Assumption 14 [Member]
Dec. 31, 2013
Fair Value Assumption 14 [Member]
Dec. 31, 2012
Fair Value Assumption 14 [Member]
Sep. 26, 2012
Fair Value Assumption 14 [Member]
Oct. 31, 2012
Fair Value Assumption 15 [Member]
Dec. 31, 2013
Fair Value Assumption 15 [Member]
Dec. 31, 2012
Fair Value Assumption 15 [Member]
Oct. 09, 2012
Fair Value Assumption 15 [Member]
Nov. 30, 2012
Fair Value Assumption 16 [Member]
Dec. 31, 2013
Fair Value Assumption 16 [Member]
Dec. 31, 2012
Fair Value Assumption 16 [Member]
Nov. 01, 2012
Fair Value Assumption 16 [Member]
Nov. 30, 2012
Fair Value Assumption 17 [Member]
Dec. 31, 2013
Fair Value Assumption 17 [Member]
Dec. 31, 2012
Fair Value Assumption 17 [Member]
Nov. 30, 2012
Fair Value Assumption 18 [Member]
Dec. 31, 2013
Fair Value Assumption 18 [Member]
Dec. 31, 2012
Fair Value Assumption 18 [Member]
Nov. 29, 2012
Fair Value Assumption 18 [Member]
Jan. 31, 2013
Fair Value Assumption 19 [Member]
Dec. 31, 2013
Fair Value Assumption 19 [Member]
Jan. 25, 2013
Fair Value Assumption 19 [Member]
Jan. 31, 2013
Fair Value Assumption 20 [Member]
Dec. 31, 2013
Fair Value Assumption 20 [Member]
Jan. 24, 2013
Fair Value Assumption 20 [Member]
Feb. 28, 2013
Fair Value Assumption 21 [Member]
Dec. 31, 2013
Fair Value Assumption 21 [Member]
Feb. 01, 2013
Fair Value Assumption 21 [Member]
Feb. 28, 2013
Fair Value Assumption 22 [Member]
Dec. 31, 2013
Fair Value Assumption 22 [Member]
Feb. 06, 2013
Fair Value Assumption 22 [Member]
Feb. 28, 2013
Fair Value Assumption 23 [Member]
Dec. 31, 2013
Fair Value Assumption 23 [Member]
Feb. 25, 2013
Fair Value Assumption 23 [Member]
Feb. 28, 2013
Fair Value Assumption 24 [Member]
Dec. 31, 2013
Fair Value Assumption 24 [Member]
Feb. 27, 2013
Fair Value Assumption 24 [Member]
Mar. 31, 2013
Fair Value Assumption 25 [Member]
Dec. 31, 2013
Fair Value Assumption 25 [Member]
Mar. 13, 2013
Fair Value Assumption 25 [Member]
Mar. 31, 2013
Fair Value Assumption 26 [Member]
Dec. 31, 2013
Fair Value Assumption 26 [Member]
Mar. 14, 2013
Fair Value Assumption 26 [Member]
Apr. 30, 2013
Fair Value Assumption 27 [Member]
Dec. 31, 2013
Fair Value Assumption 27 [Member]
Apr. 04, 2013
Fair Value Assumption 27 [Member]
Apr. 30, 2013
Fair Value Assumption 28 [Member]
Dec. 31, 2013
Fair Value Assumption 28 [Member]
Apr. 17, 2013
Fair Value Assumption 28 [Member]
Apr. 30, 2013
Fair Value Assumption 29 [Member]
Dec. 31, 2013
Fair Value Assumption 29 [Member]
Apr. 26, 2013
Fair Value Assumption 29 [Member]
May 31, 2013
Fair Value Assumption 30 [Member]
Jun. 30, 2014
Fair Value Assumption 30 [Member]
Dec. 31, 2013
Fair Value Assumption 30 [Member]
May 02, 2013
Fair Value Assumption 30 [Member]
May 31, 2013
Fair Value Assumption 31 [Member]
Dec. 31, 2013
Fair Value Assumption 31 [Member]
May 03, 2013
Fair Value Assumption 31 [Member]
May 31, 2013
Fair Value Assumption 32 [Member]
Jun. 30, 2014
Fair Value Assumption 32 [Member]
Dec. 31, 2013
Fair Value Assumption 32 [Member]
May 03, 2013
Fair Value Assumption 32 [Member]
May 31, 2013
Securities Purchase Agreement [Member]
Investor
Installment
Dec. 31, 2013
Securities Purchase Agreement [Member]
Jun. 30, 2014
Securities Purchase Agreement [Member]
May 23, 2013
Securities Purchase Agreement [Member]
Dec. 31, 2013
Convertible Debentures [Member]
Jun. 30, 2013
Fair Value Assumption 33 [Member]
Jun. 30, 2014
Fair Value Assumption 33 [Member]
Dec. 31, 2013
Fair Value Assumption 33 [Member]
Jun. 27, 2013
Fair Value Assumption 33 [Member]
Aug. 08, 2013
Fair Value Assumption 34 [Member]
Jun. 30, 2014
Fair Value Assumption 34 [Member]
Dec. 31, 2013
Fair Value Assumption 34 [Member]
Aug. 09, 2013
Fair Value Assumption 35 [Member]
Jun. 30, 2014
Fair Value Assumption 35 [Member]
Dec. 31, 2013
Fair Value Assumption 35 [Member]
Aug. 21, 2013
Fair Value Assumption 36 [Member]
Jun. 30, 2014
Fair Value Assumption 36 [Member]
Dec. 31, 2013
Fair Value Assumption 36 [Member]
Aug. 19, 2013
Fair Value Assumption 37 [Member]
Jun. 30, 2014
Fair Value Assumption 37 [Member]
Dec. 31, 2013
Fair Value Assumption 37 [Member]
Oct. 02, 2013
Fair Value Assumption 38 [Member]
Jun. 30, 2014
Fair Value Assumption 38 [Member]
Dec. 31, 2013
Fair Value Assumption 38 [Member]
Oct. 03, 2013
Fair Value Assumption 39 [Member]
Jun. 30, 2014
Fair Value Assumption 39 [Member]
Dec. 31, 2013
Fair Value Assumption 39 [Member]
Oct. 07, 2013
Fair Value Assumption 40 [Member]
Jun. 30, 2014
Fair Value Assumption 40 [Member]
Dec. 31, 2013
Fair Value Assumption 40 [Member]
Oct. 07, 2013
Fair Value Assumption 41 [Member]
Jun. 30, 2014
Fair Value Assumption 41 [Member]
Dec. 31, 2013
Fair Value Assumption 41 [Member]
Oct. 10, 2013
Fair Value Assumption 42 [Member]
Jun. 30, 2014
Fair Value Assumption 42 [Member]
Dec. 31, 2013
Fair Value Assumption 42 [Member]
Dec. 09, 2013
Fair Value Assumption 43 [Member]
Jun. 30, 2014
Fair Value Assumption 43 [Member]
Dec. 31, 2013
Fair Value Assumption 43 [Member]
Dec. 11, 2013
Fair Value Assumption 44 [Member]
Jun. 30, 2014
Fair Value Assumption 44 [Member]
Dec. 31, 2013
Fair Value Assumption 44 [Member]
Dec. 06, 2013
Fair Value Assumption 45 [Member]
Jun. 30, 2014
Fair Value Assumption 45 [Member]
Dec. 31, 2013
Fair Value Assumption 45 [Member]
Dec. 30, 2013
Fair Value Assumption 46 [Member]
Jun. 30, 2014
Fair Value Assumption 46 [Member]
Dec. 31, 2013
Fair Value Assumption 46 [Member]
Feb. 20, 2014
Fair Value Assumption 47 [Member]
Jun. 30, 2014
Fair Value Assumption 47 [Member]
Feb. 27, 2014
Fair Value Assumption 48 [Member]
Jun. 30, 2014
Fair Value Assumption 48 [Member]
Jan. 28, 2014
Fair Value Assumption 49 [Member]
Jun. 30, 2014
Fair Value Assumption 49 [Member]
Mar. 19, 2014
Fair Value Assumption 50 [Member]
Jun. 30, 2014
Fair Value Assumption 50 [Member]
Mar. 07, 2014
Fair Value Assumption 51 [Member]
Jun. 30, 2014
Fair Value Assumption 51 [Member]
Apr. 17, 2014
Fair Value Assumption 52 [Member]
Jun. 30, 2014
Fair Value Assumption 52 [Member]
May 01, 2014
Fair Value Assumption 53 [Member]
Jun. 30, 2014
Fair Value Assumption 53 [Member]
May 21, 2014
Fair Value Assumption 54 [Member]
Jun. 30, 2014
Fair Value Assumption 54 [Member]
Jun. 11, 2014
Fair Value Assumption 55 [Member]
Jun. 30, 2014
Fair Value Assumption 55 [Member]
May 23, 2014
Fair Value Assumption 56 [Member]
Jun. 30, 2014
Fair Value Assumption 56 [Member]
May 12, 2014
Fair Value Assumption 57 [Member]
Jun. 30, 2014
Fair Value Assumption 57 [Member]
May 22, 2014
Fair Value Assumption 58 [Member]
Jun. 30, 2014
Fair Value Assumption 58 [Member]
May 14, 2014
Fair Value Assumption 59 [Member]
Jun. 30, 2014
Fair Value Assumption 59 [Member]
Convertible Debt - Derivative Liabilities (Textual)                                                                                                                                                                                                                                                                                                                                                                                                                          
Convertible notes payable $ 120,000                         $ 3,843,221 $ 1,924,333             $ 50,000     $ 40,000     $ 166,667     $ 102,500       $ 166,000     $ 166,667 $ 833,000       $ 333,000         $ 62,500       $ 58,333       $ 111,000       $ 82,500       $ 50,000       $ 83,333       $ 166,000       $ 62,500       $ 165,000 $ 78,500           $ 166,000     $ 100,000     $ 166,000     $ 83,333     $ 25,000     $ 62,500     $ 100,000     $ 111,000     $ 55,500     $ 61,750     $ 41,750     $ 194,444       $ 166,000     $ 83,333       $ 25,000       $ 2,222,222         $ 50,000 $ 103,500     $ 25,000     $ 50,000     $ 227,222     $ 110,000     $ 221,000     $ 25,000     $ 282,778     $ 78,500     $ 100,000     $ 153,500     $ 25,000     $ 282,778     $ 50,000   $ 282,778   $ 25,000   $ 25,000   $ 103,500   $ 78,500   $ 105,000   $ 550,000   $ 282,778   $ 25,000   $ 105,000   $ 15,000   $ 200,000  
Discount on issuance of convertible notes                                                                                                                               4,000                               15,000                                                             5,000                 19,444       15,000     8,333                                             22,222           21,000           27,778                             27,778         27,778                   5,000       27,778       5,000          
Maturity date of convertible notes payable Dec. 11, 2013 Mar. 27, 2013                                   Mar. 30, 2011     Nov. 17, 2011     Mar. 09, 2013     Dec. 19, 2012     Dec. 28, 2012       Apr. 25, 2013     May 08, 2013                   Jan. 15, 2013       Apr. 30, 2013       Aug. 03, 2013       Aug. 15, 2013       Sep. 10, 2013       Jun. 26, 2013       Jul. 11, 2013       Nov. 01, 2013       Sep. 04, 2013     Aug. 29, 2013       Jan. 25, 2014     Oct. 24, 2013     Feb. 01, 2014     Feb. 06, 2014     Nov. 27, 2013     Feb. 27, 2014     Dec. 13, 2013     Dec. 14, 2013     Jan. 08, 2014     Jan. 22, 2014     Apr. 26, 2014     Feb. 02, 2014       May 03, 2014     May 02, 2014                 Jun. 26, 2014       May 12, 2014     Aug. 08, 2014     Aug. 20, 2014     Aug. 18, 2014     Oct. 01, 2014     Oct. 03, 2014     Oct. 06, 2014     Oct. 06, 2014     Jul. 12, 2014     Dec. 08, 2014     Sep. 13, 2014     Dec. 05, 2014     Dec. 29, 2014     Feb. 19, 2015   Feb. 26, 2015   Jan. 27, 2015   Mar. 18, 2015   Dec. 11, 2014   Jan. 21, 2015   May 01, 2015   May 21, 2016   Jun. 10, 2015   May 22, 2015   May 12, 2015   May 22, 2016   May 14, 2016  
Interest rate on convertible notes payable 8.00%                     10.00%                   8.00%     8.00%     4.00%     8.00%       8.00%     4.00% 0.00%                 8.00%       10.00%       8.00%       4.00%       5.00%       4.00%       8.00%       8.00%       5.00% 8.00%           8.00%     4.00%     8.00%     4.00%     10.00%     8.00%     4.00%     8.00%     8.00%     8.00%     8.00%     4.00%       8.00%     4.00%       10.00%       4.00% 4.00%       5.00% 8.00%     10.00%     5.00%     4.00%     4.00%     4.00%     10.00%     4.00%     8.00%     5.00%     8.00%     10.00%     4.00%     5.00%   4.00%   10.00%   10.00%   8.00%   8.00%   8.00%   2.50%   4.00%   10.00%   8.00%   2.50%   2.50%  
Interest rate on unpaid amount of convertible notes payable                                       22.00%                                                                                                                                                                                                                                                                                                                                                                                  
Interest rate on convertible notes payable, Description                                                                             An interest rate of 0% if note is repaid on or before 90 days from the effective date. If the note is not repaid within 90 days, a one-time interest charge of 5% will be applied to the principal.                                           Note bears an interest rate of 0% if note is repaid on or before 180 days from the effective date. If the note is not repaid within 90 days a one-time interest charge of 5% will be applied to the principal.                               Note bear an interest rate of 0% if note is repaid on or before 180 days from the effective date. If the note is not repaid within 90 days a one-time interest charge of 5% will be applied to the principal.                                                                                                             10% Original Issue Discount that is due twelve months from their date of issuance.       Original issue discount of ten percent (10%) from the stated Principal Amount.                                                                                           The average the three (3) lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion.   The average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion.   The average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion.   The average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion.   The average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion.   The lowest volume weighted average price for the common stock during the prior ten (10) trading day period including the day upon which a Notice of Conversion is received by the Company.   The average three (3) lowest closing prices during the ten (10) trading day prior to the conversion.   The average of the three (3) lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion.   The average of the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion.   The lowest volume weighted average price for the common stock during the prior ten (10) trading day period including the day upon which a Notice of Conversion is received by the Company.   The average three (3) lowest closing prices during the ten (10) trading day prior to the conversion.   The average three (3) lowest closing prices during the ten (10) trading day prior to the conversion.  
Variable conversion price of market price, Percentage                                       59.00%     59.00%     70.00%     65.00%     70.00%       70.00%     70.00%         65.00%         70.00%       70.00%       70.00%       70.00%       70.00%       77.00%       65.00%       70.00%       65.00%     70.00%       70.00%     70.00%     70.00%     70.00%     65.00%     70.00%     70.00%     70.00%     65.00%     65.00%     75.00%     70.00%       75.00%     70.00%               50.00% 70.00%       65.00%     70.00%     70.00%     75.00%     75.00%     75.00%     70.00%     75.00%     65.00%     70.00%     65.00%     70.00%     75.00%     70.00%   75.00%   70.00%   70.00%   65.00%   65.00%   65.00%   75.00%   65.00%   70.00%   65.00%   75.00%   75.00%  
Market price description                                       Average of the lowest six trading prices for the Common Stock during the ten (10) trading day period prior to the conversion.     Average of the lowest six (6) trading prices for the Common Stock during the ten trading day period prior to the conversion.     Average of the lowest ten (10) trading prices for the common stock during the ten trading day period prior to the conversion.     Average of the lowest three (3) trading prices for the common stock during the ten trading day period prior to the conversion.     Average of the lowest three (3) trading prices for the common stock during the ten trading day period prior to the conversion.       Average trading prices for the common stock during the ten trading day period prior to the conversion.     Average of the lowest three (3) trading prices for the common stock during the fifteen (15) trading day period prior to the conversion.         Average of the lowest three (3) trading prices for the common stock during the ten trading day period prior to the conversion.         The low traded price of the common stock during the twenty (20) trading day period prior to the conversion.       Average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period prior to the conversion.       Average closing bid price for the common stock during the ten trading day period.       Average of the lowest three (3) trading prices for the common stock during the fifteen (15) trading day period prior to the conversion       Average closing bid price for the common stock during the ten trading day period.       Average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period prior to the conversion.       Average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period prior to the conversion.       Average of the lowest three (3) trading prices for the common stock during the fifteen (15) trading day period prior to the conversion       Average of the lowest three (3) trading prices for the common stock during the ten trading day period prior to the conversion.     Average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period prior to the conversion       Average the closing bid prices for the common stock during the ten (10) trading day period prior to the conversion.     Average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period prior to the conversion.     Average the closing bid prices for the common stock during the ten (10) trading day period prior to the conversion.     Average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion.     Average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion.     Average of the lowest three (3) trading prices for the common stock during the fifteen (15) trading day period prior to the conversion.     Average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period prior to the conversion.     Average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period prior to the conversion.     Average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion.     Average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion.     Average the three lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion.     Average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period prior to the conversion.       Average the three lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion.     Average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion.               Twenty-five percent (25%) discount to the average price of the lowest three (3) closing bid prices for the common stock during the ten (10) trading days prior to the conversion date. In the event of default, the Debentures shall be convertible into common stock at a thirty-five percent (35%) discount to the Market Price. Average of the lowest three (3) trading prices for the common stock during the fifteen (15) trading day period prior to the conversion..       Average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion     Average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion     Average of the lowest three (3) trading prices for the common stock during the fifteen (15) trading day period prior to the conversion     Average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period prior to the conversion    
Average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion.
    
Average the three lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion.
    
 Average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion.
    
 Average the three lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion.
    
Average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion.
    
Average of the lowest three (3) trading prices for the common stock during the fifteen (15) trading day period prior to the conversion.
    
Average the closing bid prices for the lowest three (3) trading prices of the common stock during the ten (10) trading day period prior to the conversion.
    
 Average the closing bid prices for the lowest three (3) trading prices of the common stock during the twenty (20) trading day period prior to the conversion.
    
Average the three lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion.
     The average the three (3) lowest closing bid prices for the common stock during the ten (10) trading day period prior to the conversion                                                  
Proceeds from convertible note                         1,847,556 3,843,221 1,924,334         50,000     40,000     150,000     102,500     138,000       150,000       92,000         60,000       50,000       100,000       75,000       50,000       75,000       150,000       60,000       50,000       60,000     166,000       100,000     166,000     83,333     25,000     62,500     100,000     111,000     55,000     61,750     41,750     194,444     166,000       83,333     25,000         833,333       50,000       103,500     25,000     50,000     227,222     110,000     221,000     25,000     282,778     78,500     100,000     153,500     25,000     282,778     50,000   282,778   25,000   25,000   103,500   78,500   105,000   550,000   282,778   25,000   105,000   15,000   200,000  
Finder fee on convertible note                                       3,000     2,500     16,667     2,500     28,000       16,667       8,000         2,500       8,333       11,000       7,500       4,000       8,333       16,000       2,500       4,000       2,500     16,000       10,000     1,000     8,333           2,500     8,000     9,000     500     1,750     1,750           13,000                                       3,500                 5,000     10,000     14,000           5,000     3,500           3,500           5,000         5,000           3,500   3,500   5,000       5,000       5,000          
Note payable and accrued interest converted into stock                                                                                                                                                                                                                                                                                                                                                                         62,510                                                
Accrued interest               118,754 11,534                       0     0     0     0     0 10,500     0       0 53,402       0 40,156     0 61,054     0 114,775     0 84,695     0 55,943     0 84,354     0 169,491     0 63,642     0 165,000     0 79,023   0 167,143     0     0     0     0     0     0     0     0     0     0     0     0 43,346     0     0 6,624     643,343 0       0 52,500     0 106,824   0 26,000   0 52,500   0 230,570   113,327 111,086   0 223,158   0 25,586   261,171 285,415   0 79,916   90,575 100,000   0 154,173   20,525 25,171   288,512 282,809       286,598   30,525   30,525   106,139   79,777   106,395   551,828   283,367   30,525   106,140   15,051   200,780
Debt discount     1,739,119     1,739,119   643,814     1,739,119                                                                                                                                                                                                                                                   83,333                                                                                                                                                
Amortization of debt discount     772,139 660,334   1,558,294 1,082,097       5,046,600                                                         11,000                                                                                                     15,000                                                                                                                                                                                                                                    
Debt issue costs                                                                                                                                                                                                                                                                         85,055   250,000                                                                                                                                            
Debt discount           4,372,157 3,065,421                                                                                                                                                                                                                                                                                                                                                                                                            
Derivative Expense     47,506 71,752   47,506 95,877       691,313                                                                                                                                                                                                                                                                                                                                                                                                    
Debt issuance cost paid     27,000     8,500 140,887                                                                                                                                                                                                                                                                                                                                                                                                            
Loss on conversions     (48,398)      (90,483) (46,093)       (136,576)                                                                                                                                                                                                                                                                                                                                                                                                    
Conversion price of debt into shares $ 0.50                             $ 0.09 $ 0.17032 $ 0.27 $ 0.322                                                                                                                                                                                                                                                                                                                                                             $ 0.07               $ 0.07   $ 0.07  
Warrants issued                                                                                                                                                                                                                                           175,000             75,000                                                 200,000     100,000     200,000           250,000                             250,000         250,000                           250,000                  
Warrants exercisable price                                                                                                                                                                                                                                           $ 0.40             $ 0.40               $ 0.40                                 $ 0.40     $ 0.40     $ 0.40           $ 0.40                             $ 0.40         $ 0.40                           $ 0.40                  
Warrants term                                                                                                                                                                                                                                           3 years             3 years                                                 3 years     3 years     3 years           3 years                             3 years         3 years                           3 years                  
Number of institutional investors                                                                                                                                                                                                                                                                       3                                                                                                                                                  
Subscription amount                                                                                                                                                                                                                                                                             277,777.77                                                                                                                                            
Number of installment                                                                                                                                                                                                                                                                       7                                                                                                                                                  
Debt offering cost percentage of purchase price paid by each purchaser                                                                                                                                                                                                                                                                               7.00%                                                                                                                                          
Equity percentage of gross proceeds received by company                                                                                                                                                                                                                                                                               2.00%                                                                                                                                          
Debenture repayment term description                                                                                                                                                                                                                                                                               Debentures may be prepaid in whole or in part on not less than thirty (30) days prior written notice to the Investors for an amount equal to 115% multiplied by the sum of the then outstanding principal amount of the Debentures plus any accrued and unpaid interest.                                                                                                                                          
Fully-paid and non-assessable shares of Common Stock issuable on exercise of warrants                                                                                                                                                                                                                                                                         250,000                                                                                                                                                
Common stock issued to finder value                                                                                                                                                                                                                                                                         20,555                                                                                                                                                
Common stock issued to finder, shares                                                                                                                                                                                                                                                                         94,964                                                                                                                                                
Converted debt and accrued interest     1,867,570 1,088,817 491,873 1,867,570 1,088,817   688,814 93,603 1,867,570                                                                                                                                                                                                                                                                                                                                                                                                    
Common stock issued on conversion of debt and accured interest, shares         3,088,562 25,549,925 7,247,133   3,118,779 1,835,295                                                                                                                                                                                                                                                                                                                                                                                                      
Amortization of debt issuance cost           57,036 93,273                                                                                                                                                                                                                                                                                                                                                                                                            
Amortization of debt discount expense           2,437,011 1,038,097                                                                                                                                                                                                                                                                                                                                                                                                            
Shares issued for direct offering costs              20,554       20,554                                                                                                                                                                                                                                                                                                                                                                                                    
Shares issued conversion of debt, Shares                                                                                                                                                                                                                                                                                                 750,730                                                                                                                        
Shares issued conversion of debt, Value                                                                                                                                                                                                                                                                                                   22,276                                                                                                                      
Conversion of debt           $ 486,278   $ 3,843,221         $ (937,978) $ (2,684,915) $ (677,280)                                                                                                                                                                                                                                                                                                                                                                                            
XML 94 R5.htm IDEA: XBRL DOCUMENT v2.4.0.8
Condensed Statement of Changes in Stockholders' Equity (Unaudited) (USD $)
Total
Preferred Stock
Common Stock
Additional paid-in capital
Accumulated Deficit
Subscription Receivable
Deferred Compensation
Treasury Stock
Beginning balance at Dec. 09, 2005                        
Beginning balance, (Shares) at Dec. 09, 2005                  
Stock issued on acceptance of incorporation expenses 100    10 90            
Stock issued on acceptance of incorporation expenses, (Shares)      100,000          
Net Loss (400)          (400)         
Balance at Dec. 31, 2005 (300)    10 90 (400)         
Balance, (Shares) at Dec. 31, 2005      100,000             
Net Loss (1,450)          (1,450)         
Balance at Dec. 31, 2006 (1,750)    10 90 (1,850)         
Balance, (Shares) at Dec. 31, 2006       100,000              
Net Loss (1,400)          (1,400)         
Balance at Dec. 31, 2007 (3,150)    10 90 (3,250)         
Balance, (Shares) at Dec. 31, 2007       100,000              
Common stock issued for services to founder ($0.001/sh)     4,490 40,410            
Common stock issued for services to founder ($0.001/sh), (Shares)     44,900,000          
Common stock issued for cash ($0.25/sh) 50,500   47 118,203    (67,750)      
Common stock issued for cash ($0.25/sh), (Shares)     473,000          
Common stock issued for services ($0.25/sh) 3,000    1 2,999           
Common stock issued for services ($0.25/sh), (Shares)      12,000          
Shares issued in connection with stock dividend      13,646 122,809 (136,455)         
Shares issued in connection with stock dividend, (Shares)     136,455,000          
In kind contribution of rent - related party 2,913       2,913            
Accrued expenses payment made by a former shareholder 4,400       4,400            
Net Loss (117,115)          (117,115)         
Balance at Dec. 31, 2008 (14,552)    18,194 291,824 (256,820) (67,750)      
Balance, (Shares) at Dec. 31, 2008       181,940,000              
Common stock issued for cash ($0.25/sh) 15,500   6 15,494            
Common stock issued for cash ($0.25/sh), (Shares)     62,000          
Common stock issued for services ($0.25/sh) 6,000    2 5,998            
Common stock issued for services ($0.25/sh), (Shares)      24,000          
Common stock issued for services ($0.35/sh) 95,667    170 594,830       (499,333)   
Common stock issued for services ($0.35/sh) (Shares)     1,700,000          
Common stock issued for services ($0.0625/sh) 58,482    94 58,388            
Common stock issued for services ($0.0625/sh), (Shares)      935,714          
Common stock issued for services ($1.50/sh) 5,301    3 44,997       (39,699)   
Common stock issued for services ($1.50/sh), (Shares)      30,000          
Common stock issued for services ($1.77/sh)       3 53,097       (53,100)   
Common stock issued for services ($1.77/sh), (Shares)      30,000          
Common stock issued for services ($1.78/sh) 11,948    10 177,990       (166,052)   
Common stock issued for services ($1.78/sh), (Shares)      100,000          
Common stock issued for services ($1.80/sh) 11,096    10 179,990       (168,904)   
Common stock issued for services ($1.80/sh), (Shares)      100,000          
Common stock issued for services ($1.93/sh) 2,802    283 5,461,617       (5,459,098)   
Common stock issued for services ($1.93/sh), (Shares)      2,830,000          
Common stock issued for services ($1.94/sh)       3 58,197       (58,200)   
Common stock issued for services ($1.94/sh), (Shares)      30,000          
Common stock issued for services ($1.95/sh) 658,192    92 1,793,908       (1,135,808)   
Common stock issued for services ($1.95/sh), (Shares)      920,000          
Common stock issued for services ($2.00/sh) 93,577    30 599,970       (506,423)   
Common stock issued for services ($2.00/sh), (Shares)      300,000          
Return of common stock issued for services ($0.35/sh)       (110) (384,890)       385,000   
Return of common stock issued for services ($0.35/sh), (Shares)      (1,100,000)          
Shares issued in connection with stock dividend     26 (26)            
Shares issued in connection with stock dividend, (Shares)     258,000          
Warrants issued for services 823,077       823,077            
Stock offering costs (850)       (850)            
Collection of subscription receivable 67,750             67,750      
In kind contribution of rent - related party 12,600       12,600            
Deffered compensation realized 114,333                114,333   
Net Loss (2,298,552)          (2,298,552)         
Balance at Dec. 31, 2009 (337,629)    18,816 9,786,211 (2,555,372)    (7,587,284)   
Balance, (Shares) at Dec. 31, 2009       188,159,714              
Common stock issued for cash ($0.25/sh) 300,000    120 299,880            
Common stock issued for cash ($0.25/sh), (Shares)      1,200,000          
Accrued salary conversion into common stock ($0.30/sh) 283,652    95 283,557            
Accrued salary conversion into common stock ($0.30/sh), (Shares)      945,507          
Common stock issued for services ($0.15/sh) 37,500    25 37,475            
Common stock issued for services ($0.15/sh), (Shares)      250,000          
Common stock issued for services ($0.18/sh) 18,000    10 17,990            
Common stock issued for services ($0.18/sh), (Shares)      100,000          
Common stock issued for services ($0.19/sh) 19,000    10 18,990            
Common stock issued for services ($0.19/sh), (Shares)      100,000          
Common stock issued for services ($0.20/sh) 42,000    21 41,979            
Common stock issued for services ($0.20/sh), (Shares)      210,000          
Common stock issued for services ($0.25/sh) 35,000    14 34,986            
Common stock issued for services ($0.25/sh), (Shares)      140,000          
Common stock issued in exchange for technology rights ($0.25/sh) 7,500,000    3,000 7,497,000            
Common stock issued in exchange for technology rights ($0.25/sh) (Shares)      30,000,000          
Return of common stock issued for services ($1.05/sh)       (15) 15            
Return of common stock issued for services ($1.05/sh), (Shares)      (150,000)          
Common stock issued for services ($1.24/Sh) 142,685    100 1,239,900       (1,097,315)   
Common stock issued for services ($1.24/Sh), (Shares)      1,000,000          
Common stock issued for services ($1.70/sh) 17,466    10 169,990       (152,534)   
Common stock issued for services ($1.70/sh), (Shares)      100,000          
Cancellation of shares held in escrow ($1.93/sh) (1,442,198)    (100) (1,929,900)       487,802   
Cancellation of shares held in escrow ($1.93/sh), (Shares)      (1,000,000)          
Warrants issued for services 10,559       10,559            
Blue sky fees (400)       (400)            
Stock offering costs (8,000)       (8,000)            
In kind contribution of rent - related party 9,450       9,450            
Deffered compensation realized 6,546,046                6,546,046   
Net Loss (6,312,965)          (6,312,965)         
Balance at Dec. 31, 2010 6,860,166    22,106 17,509,682 (8,868,337)    (1,803,285)   
Balance, (Shares) at Dec. 31, 2010       221,055,221              
Common stock issued in exchange for assets ($.10/sh) 300,000    300 299,700            
Common stock issued in exchange for assets ($.10/sh), (Shares)      3,000,000          
Common stock issued for services ($0.07/sh) 140,000    200 139,800            
Common stock issued for services ($0.07/sh), (Shares)      2,000,000          
Common stock issued for services ($0.08/sh) 80,520    100 80,420            
Common stock issued for services ($0.08/sh), (Shares)      1,006,500          
Common stock issued for services ($.10/sh) 306,646    307 306,339            
Common stock issued for services ($.10/sh), (Shares)      3,066,462          
Common stock issued for services ($0.11/sh) 55,000    50 54,950            
Common stock issued for services ($0.11/sh), (Shares)      500,000          
Common stock issued for services ($0.22/sh) 3,388   2 3,386            
Common stock issued for services ($0.22/sh), (Shares)     15,403          
Common stock issued for services ($0.23/sh) 23,000   10 22,990            
Common stock issued for services ($0.23/sh), (Shares)     100,000          
Common stock issued for services ($0.25/sh) 175,715    70 175,645            
Common stock issued for services ($0.25/sh), (Shares)      702,860          
Common stock issued for services ($0.33/sh) 33,000    10 32,990            
Common stock issued for services ($0.33/sh) (Shares)      100,000          
Common stock issued for services ($0.35/sh) 855       855            
Common stock issued for services ($0.35/sh) (Shares)      2,443          
Common stock issued for services ($0.39/sh) 39,585    10 39,575            
Common stock issued for services ($0.39/sh), (Shares)      101,500          
Common stock issued for services ($0.47/sh) 58,184    12 58,172            
Common stock issued for services ($0.47/sh), (Shares)      123,795          
Common stock issued for services ($0.50/sh) 50,000    10 49,990            
Common stock issued for services ($0.50/sh), (Shares)      100,000          
Common stock issued for services ($0.54/sh) 108,000    20 107,980            
Common stock issued for services ($0.54/sh), (Shares)      200,000          
Common stock issued for services ($0.70/sh) 70,000    10 69,990            
Common stock issued for services ($0.70/sh), (Shares)      100,000          
Common stock issued for services ($0.88/sh) 88,000    10 87,990            
Common stock issued for services ($0.88/sh), (Shares)      100,000          
Convertible debt conversion into common stock ($0.0295/sh) 8,000    27 7,973            
Convertible debt conversion into common stock ($0.0295/sh), (Shares)      271,186          
Convertible debt conversion into common stock ($0.0315/sh) 18,503    59 18,444            
Convertible debt conversion into common stock ($0.0315/sh), (Shares)      587,382             
Convertible debt conversion into common stock ($0.032/sh) 3,500    11 3,489            
Convertible debt conversion into common stock ($0.032/sh), (Shares)      109,375          
Convertible debt conversion into common stock ($0.0336/sh) 12,000    36 11,964            
Convertible debt conversion into common stock ($0.0336/sh), (Shares)      357,143          
Convertible debt conversion into common stock ($0.0454/sh) 10,000    22 9,978            
Convertible debt conversion into common stock ($0.0454/sh), (Shares)      220,264          
Convertible debt conversion into common stock ($0.1339/sh) 15,600    12 15,588            
Convertible debt conversion into common stock ($0.1339/sh), (Shares)      116,505          
Convertible debt conversion into common stock ($0.1455/sh) 14,000    9 13,991            
Convertible debt conversion into common stock ($0.1455/sh), (Shares)      96,220          
Convertible debt conversion into common stock ($0.1554/sh) 12,000    8 11,992            
Convertible debt conversion into common stock ($0.1554/sh), (Shares)      77,220          
Accrued salary conversion into common stock ($0.11/sh) 144,000    131 143,869            
Accrued salary conversion into common stock ($0.11/sh), (Shares)      1,309,091          
Line of credit conversion into common stock ($0.11/sh) 100,000    91 99,909            
Line of credit conversion into common stock ($0.11/sh) (Shares)      909,091           
Common stock issued for cash ($0.10/share) 1,885,700    1,886 1,883,814            
Common stock issued for cash ($0.10/sh) (Shares)      18,857,000          
Warrants issued for services 248,498       248,498            
Stock offering costs (79,780)       (79,780)            
Amortization of stock options 1,199,794       1,199,794            
Deffered compensation realized 1,803,285                1,803,285   
Net Loss (5,491,647)          (5,491,647)         
Balance at Dec. 31, 2011 8,295,512    25,519 22,629,977 (14,359,984)         
Balance, (Shares) at Dec. 31, 2011       255,184,661              
Common stock issued in exchange for assets ($0.404/sh) 10,000,000    2,475 9,997,525            
Common stock issued in exchange for assets ($0.404/sh), (Shares)      24,752,475          
Common stock issued for services ($0.62/sh) 454       454            
Common stock issued for services ($0.62/sh), (Shares)      733          
Common stock issued for services ($0.25/sh) 62,500    25 62,475            
Common stock issued for services ($0.25/sh), (Shares)      250,000          
Common stock issued for services ($0.30/sh) 130,000    85 254,915       (125,000)   
Common stock issued for services ($0.30/sh), (Shares)      850,000          
Common stock issued for services ($0.21/sh) 31,500    15 31,485            
Common stock issued for services ($0.21/sh), (Shares)      150,000          
Common stock issued for services ($0.32/sh) 480,000    300 959,700     (480,000)   
Common stock issued for services ($0.32/sh), (Shares)      3,000,000          
Convertible debt conversion into common stock ($0.17032/sh) 25,000    15 24,985            
Convertible debt conversion into common stock ($0.17032/sh), (Shares)      146,780          
Convertible debt conversion into common stock ($0.1764/sh) 26,460    15 26,445            
Convertible debt conversion into common stock ($0.1764/sh), (Shares)      150,000          
Convertible debt conversion into common stock ($0.18013/sh) 50,000    28 49,972            
Convertible debt conversion into common stock ($0.18013/sh), (Shares)      277,572          
Convertible debt conversion into common stock ($0.18128/sh) 20,500    11 20,489            
Convertible debt conversion into common stock ($0.18128/sh), (Shares)      113,805          
Convertible debt conversion into common stock ($0.18619/sh) 170,741    92 170,649            
Convertible debt conversion into common stock ($0.18619/sh), (Shares)      917,031          
Convertible debt conversion into common stock ($0.19159/sh) 34,486    18 34,468            
Convertible debt conversion into common stock ($0.19159/sh), (Shares)      180,000          
Convertible debt conversion into common stock ($0.19670/sh) 20,000    10 19,990            
Convertible debt conversion into common stock ($0.19670/sh), (Shares)      101,678          
Convertible debt conversion into common stock ($0.1995/sh) 40,000    20 39,980            
Convertible debt conversion into common stock ($0.1995/sh), (Shares)      200,501          
Convertible debt conversion into common stock ($0.2394/sh) 11,600    5 11,595            
Convertible debt conversion into common stock ($0.2394/sh), (Shares)      48,454          
Convertible debt conversion into common stock ($0.2513/sh) 50,000    20 49,980            
Convertible debt conversion into common stock ($0.2513/sh), (Shares)      198,965          
Convertible debt conversion into common stock ($0.27067/sh) 25,000    9 24,991            
Convertible debt conversion into common stock ($0.27067/sh), (Shares)      92,365          
Convertible debt conversion into common stock ($0.2741/sh) 25,000    9 24,991            
Convertible debt conversion into common stock ($0.2741/sh), (Shares)      91,208          
Convertible debt conversion into common stock ($0.2763/sh) 20,000    7 19,993            
Convertible debt conversion into common stock ($0.2763/sh), (Shares)      72,385          
Convertible debt conversion into common stock ($0.322/sh) 170,027    53 169,974            
Convertible debt conversion into common stock ($0.322/sh), (Shares)      528,035          
Common stock issued for financing costs ($0.34/sh) 20,400    6 20,394            
Common stock issued for financing costs ($0.34/sh), (Shares)      60,000          
Reclassification of derivative liability associated with convertible debt 549,547       549,547            
Warrants issued for services 48,031      48,031         
Net Loss (4,108,182)        (4,108,182)        
Balance at Dec. 31, 2012 16,198,576    28,737 35,243,005 (18,468,166)    (605,000)   
Balance, (Shares) at Dec. 31, 2012      287,366,648          
Convertible debt conversion into common stock 2,736,376    1,915 2,734,461            
Convertible debt conversion into common stock, Shares      19,146,156          
Shares issued as a finders fee 20,554    9 20,545            
Shares issued as a finders fee, Shares      94,964          
Exercise of stock warrants 43,080    54 43,026            
Exercise of stock warrants, (Shares)      540,901          
Common stock issued for services ($0.19 - $0.37/sh) 1,453,313    615 1,512,698       (60,000)   
Common stock issued for services ($0.19 - $0.37/sh), Shares      6,145,029          
Return of shares       (75) 75            
Return of shares, (Shares)      (750,000)          
Reclassification of derivative liability associated with convertible debt 2,162,726       2,162,726            
Warrants issued for services 84,028       84,028            
Deffered compensation realized 615,000                615,000   
Stock options issued for services 115,288       115,288            
Repurchased shares (520,000)                  (520,000)
Repurchased shares, Shares      (3,000,000)          
Net Loss (8,804,887)          (8,804,887)         
Balance at Dec. 31, 2013 14,104,054    31,255 41,915,852 (27,273,053)    (50,000) (520,000)
Balance, (Shares) at Dec. 31, 2013      309,543,698          
Convertible debt conversion into common stock 1,910,675    2,556 1,908,119            
Convertible debt conversion into common stock, Shares      25,557,925          
Common stock issued for services ($0.09 - $0.26/sh) 662,780    285 662,495            
Common stock issued for services ($0.09 - $0.26/sh), Shares      2,850,000          
Return of shares       (425)            425
Return of shares, (Shares)      (4,250,000)          
Reclassification of derivative liability associated with convertible debt 1,270,941       1,270,941            
Deffered compensation realized 37,500                37,500   
Loss on debt extinguishment (18,596)       18,596            
Common stock issued in exchange for assets ($0.10 - $0.12/sh) 1,514,000    1,500 1,512,500            
Common stock issued in exchange for assets ($0.10 - $0.12/sh), shares      15,000,000          
Net Loss (4,144,743)          (4,144,743)         
Balance at Jun. 30, 2014 $ 15,373,803    $ 35,171 $ 47,288,503 $ (31,417,796)    $ (12,500) $ (519,575)
Balance, (Shares) at Jun. 30, 2014      348,701,623          
XML 95 R10.htm IDEA: XBRL DOCUMENT v2.4.0.8
Going Concern
 6 Months Ended
Jun. 30, 2014
Going Concern [Abstract]  
GOING CONCERN

NOTE 2           GOING CONCERN 

 

As reflected in the accompanying financial statements, the Company is in the development stage with minimal operations, has an accumulated deficit of $31,417,796 for the period from December 9, 2005 (inception) to June 30, 2014, and has negative cash flow from operations of $1,416,582.  As the Company continues to incur losses, transition to profitability is dependent upon the successful commercialization of its products and achieving a level of revenues adequate to support the Company’s cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional cash. Management intends to fund future operations through additional private or public debt or equity offerings. Based on the Company’s operating plan, existing working capital at June 30, 2014 was not sufficient to meet the cash requirements to fund planned operations through December 31, 2014 without additional sources of cash. 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.
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Commitments (Details Textual 6) (USD $)
 1 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended 1 Months Ended
Jan. 31, 2014
Mar. 31, 2013
Dec. 31, 2012
Jun. 30, 2014
Apr. 24, 2014
Mar. 25, 2014
Dec. 11, 2012
Aug. 31, 2012
Consulting Agreement [Member]
Dec. 31, 2012
Consulting Agreement [Member]
Aug. 22, 2012
Consulting Agreement [Member]
Sep. 30, 2012
Operating Lease Agreements [Member]
Sep. 30, 2010
Operating Lease Agreements [Member]
Aug. 31, 2012
Endorsement Agreement [Member]
Dec. 31, 2013
Endorsement Agreement [Member]
Aug. 03, 2012
Endorsement Agreement [Member]
Sep. 30, 2012
Licensing Agreement [Member]
Jul. 31, 2013
Financial Advisor Agreement [Member]
Jul. 08, 2013
Financial Advisor Agreement [Member]
Sep. 30, 2013
Digital Content Distribution Agreement [Member]
Jul. 31, 2013
Digital Content Distribution Agreement [Member]
Commitments (Textual)                                        
Description of period of consulting agreement               From period from September 1, 2012 through August 31, 2013. From period December 1, 2012 through November 30, 2013.       From August 3, 2012 through August 3, 2015.     From period September 14, 2012 through September 14, 2013.        
Shares issued in exchange of services               500,000         3,000,000              
Fair value of shares issued for services under agreement               $ 150,000         $ 960,000              
Per share price of issued stock       $ 0.1275 $ 0.1099 $ 0.1275       $ 0.30         $ 0.30          
Description for share delivery                         The delivery of the shares will be made in four 750,000 tranches to coincide with each of the four points listed below: Record two (2) one-minute video endorsements (English and Spanish) Release of Mobile Application Use of MAXD HD technology in the next two major music projects. Any addition projects that effectively promote the use of MAXD technology.              
Deferred compensation     480,000                                  
Endorsement expense   480,000 480,000                                  
Description for extension period of agreement                               The agreement will automatically extend on a year to year basis unless terminated by either party.        
Non refundable upfront fee                               15,000        
Technical support payment rate                               250        
Monthly consulting fee                 10,000                      
Convertible notes payable             120,000   120,000                      
Conversion price of debt into shares             $ 0.50   $ 0.50                      
Bonus description                 A bonus may be provided for $26,000 after one year of service in the sole discretion of the Company.                      
Shares returned to company upon cancellation of agreement 3,000,000                         3,000,000            
Warrants issued for services                 500,000                      
Term of warrants                 3 years                      
Warrants exercise price                 $ 0.45                      
Lease expiration period                       3 years                
Total base rent due during the term of the lease                       134,880                
Operating monthly lease rate                     1,585                  
Lease expiration date                       Sep. 30, 2013                
Advisor Agreement Fee Description                                 Fee of $25,000 with an additional $7,500 due and payable on the 1st day of the subsequent five months.      
Shares Issued For Advisory Services                                 1,500,000      
Term Of Agreement                                 6 months     1 year
Shares Issued For Advisory Services Value                                   315,000    
Earnings on content downloaded, minimum                                       120,000
Agreement Fee                                     $ 50,000 $ 25,000
XML 97 R27.htm IDEA: XBRL DOCUMENT v2.4.0.8
Intangible Assets (Tables)
 6 Months Ended
Jun. 30, 2014
Intangible Assets [Abstract]  
Summary of Intangible Assets

  Useful Life 

June 30,

2014

  

December 31,

2013

 
         
Distribution rights 10 Years $9,647,577(2) $9,647,577 
Technology rights Indefinite  7,500,000   7,500,000 
Software 3 Years  -   -(1)

Trademarks

 Indefinite  275   275 
Intellectual property 5 Years  444,000   - 
Intellectual property Indefinite  1,620,000   - 
Accumulated amortization    (826,677)  (343,898)
           
Net carrying value   $18,385,175  $16,803,954 
Estimated future amortization expenses

Year ending December 31:   
2014 $482,779 
2015  965,559 
2016  968,204 
2017  965,559 
2018  965,559 
Thereafter  4,473,240 
  $8,820,900 

 
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Process Flow-Through: 002 - Statement - Condensed Balance Sheets Process Flow-Through: Removing column 'Dec. 31, 2012' Process Flow-Through: Removing column 'Dec. 31, 2011' Process Flow-Through: Removing column 'Dec. 31, 2010' Process Flow-Through: Removing column 'Dec. 31, 2009' Process Flow-Through: Removing column 'Dec. 31, 2008' Process Flow-Through: Removing column 'Dec. 31, 2007' Process Flow-Through: Removing column 'Dec. 31, 2006' Process Flow-Through: Removing column 'Dec. 31, 2005' Process Flow-Through: Removing column 'Dec. 09, 2005' Process Flow-Through: 003 - Statement - Condensed Balance Sheets (Parenthetical) Process Flow-Through: 004 - Statement - Condensed Statements of Operations (Unaudited) Process Flow-Through: Removing column '1 Months Ended Jul. 31, 2014' Process Flow-Through: Removing column '1 Months Ended Dec. 31, 2005' Process Flow-Through: Removing column '12 Months Ended Dec. 31, 2013' Process Flow-Through: Removing column '12 Months Ended Dec. 31, 2012' Process Flow-Through: Removing column '12 Months Ended Dec. 31, 2011' Process Flow-Through: Removing column '12 Months Ended Dec. 31, 2010' Process Flow-Through: Removing column '12 Months Ended Dec. 31, 2009' Process Flow-Through: Removing column '12 Months Ended Dec. 31, 2008' Process Flow-Through: Removing column '12 Months Ended Dec. 31, 2007' Process Flow-Through: Removing column '12 Months Ended Dec. 31, 2006' Process Flow-Through: 006 - Statement - Condensed Statement of Changes in Stockholders' Equity (Unaudited) (Parenthetical) Process Flow-Through: 007 - Statement - Condensed Statements of Cash Flows (Unaudited) Process Flow-Through: 008 - Statement - Condensed Statements of Cash Flows (Unaudited) (Paranthetical) maxd-20140630.xml maxd-20140630.xsd maxd-20140630_cal.xml maxd-20140630_def.xml maxd-20140630_lab.xml maxd-20140630_pre.xml true true XML 99 R38.htm IDEA: XBRL DOCUMENT v2.4.0.8
Convertible Debt - Derivative Liabilities (Details 3) (USD $)
 6 Months Ended
Jun. 30, 2014
Jun. 30, 2013
Summary of debt discount activity    
Debt discount $ 4,372,157 $ 3,065,421
Accumulated amortization of debt discount (2,633,038) (1,464,508)
Debt discount - Net $ 1,739,119 $ 1,600,913
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Intangible Assets
 6 Months Ended
Jun. 30, 2014
Intangible Assets [Abstract]  
INTANGIBLE ASSETS

NOTE 12        INTANGIBLE ASSETS

 

As of June 30, 2014 and December 31, 2013, the Company owns certain trademarks and technology rights.    See Note 1 (I).

 

Intangible assets were comprised of the following at June 30, 2014 and December 31, 2013:

 

  Useful Life 

June 30,

2014

  

December 31,

2013

 
         
Distribution rights 10 Years $9,647,577(2) $9,647,577 
Technology rights Indefinite  7,500,000   7,500,000 
Software 3 Years  -   -(1)

Trademarks

 Indefinite  275   275 
Intellectual property 5 Years  444,000   - 
Intellectual property Indefinite  1,620,000   - 
Accumulated amortization    (826,677)  (343,898)
           
Net carrying value   $18,385,175  $16,803,954 

 

During the year ended December 31, 2013, the Company entered into a settlement agreement with the seller of the software to reverse the original transaction which included the issuance of 3,000,000 shares of common stock in exchange for the software.    The Company received back 3,000,000 shares of common stock which was recorded as treasury stock in exchange of returning the software to the seller.    Upon the return of the shares, the Company recognized a gain of $220,000 based on the quoted trading price of the Company’s common stock, which was the best evidence of fair value.

 

During the year ended December 31, 2013, the Company received $8,011 as a refund in cash from the seller of the distribution rights.  The refund reduced the carrying value of the purchased intangible.

 

For the six months ended June 30, 2014 and 2013, amortization expense related to the intangibles with finite lives totaled $482,779 and $0, respectively, and was included in general and administrative expenses in the statement of operations.   

 

At June 30, 2014, future amortization of intangible assets is as follows:

 

Year ending December 31:   
2014 $482,779 
2015  965,559 
2016  968,204 
2017  965,559 
2018  965,559 
Thereafter  4,473,240 
  $8,820,900