Max Sound Corp - FORM 8-K/A - EX-99.2 - PRO FORMA COMBINED FINANCIAL INFORMATION OF MAX SOUND CORPORATION.

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file	filename
8-K/A - CURRENT REPORT - Max Sound Corp	f8k120312a1_maxsound.htm
EX-99.1 - UNAUDITED FINANCIAL STATEMENTS FOR THE QUARTER ENDED SEPTEMBER 30, 2012 FOR LIQUID SPINS. - Max Sound Corp	f8k120312a1ex99i_maxsound.htm

Exhibit 99.2

MAX SOUND CORPORATION
(A Development Stage Company)
Pro Forma Condensed Combined Balance Sheet
(unaudited)


	September 30, 2012			September 30, 2012
	LIQUID SPINS, INC			MAX SOUND CORPORATION
	(Acquiree)			(Acquiror)			Pro Forma					Pro Forma
	(Unaudited)			(Unaudited)			Adjustments					Combined

Assets
Current Assets
Cash	$	18,483		$	114,480		$	(15,000	)	(1	)	$	117,963
Other receivables		21			-			-					21
Prepaid expenses		2,191			21,082			-					23,273
Debt offering costs - net		-			60,818			-					60,818
Guaranteed royalty payments		120,000			-			-					120,000
Inventory		8,796			-			-					8,796
Total Current Assets		149,491			196,380			(15,000	)				330,871

Property and Equipment, net		31,381			218,064			-					249,445

Intangibles:
Security Deposit		-			413			-					413
Intangible Assets		-			7,800,275			9,650,548		(2	)		17,450,823

Total Intangible Assets		-			7,800,688			9,650,548					17,451,236

Deposits and other assets
Advance royalty payments		63,562			-								63,562
Web and software applications and infrastructure costs, net		118,018			-								118,018
Deposits		2,000			-								2,000
Security deposit		-			-								-
													-
Total Assets	$	364,452		$	8,215,132		$	9,635,548				$	18,215,132

Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable	$	96,386		$	69,555			(96,386	)	(3	)	$	69,555
Accrued expenses and other current liabilities		19,761			55,264			(19,761	)	(3	)		55,264
Derivative Liability		-			1,026,168			-					1,026,168
Convertible Note Payable		-			476,083			-					476,083
Preferred dividends payable		46,700			-			(46,700	)	(3	)		-
Guaranteed royalties payable		37,500			-			(37,500	)	(3	)		-
Total Current Liabilities		200,347			1,627,070			(200,347	)				1,627,070

Long Term Liabilities:
Note payable		200,000			-			(200,000	)	(3	)		-
Note payable - related party		10,000			-			(10,000	)	(3	)		-

Total Liabilities		410,347			1,627,070			(410,347	)				1,627,070

Stockholders' Equity
Preferred stock, $0.0001 par value; 10,000,000 shares authorized,
No shares issued and outstanding		-			-			-					-
Preferred stock - $0.01 par value, 5,000,000 shares authorized:
Series A convertible, 12%		-			-			-					-
1,318,750 and 156,250 shares issued and outstanding, respectively		13,188						(13,188	)	(3	)		-
Preferred dividends paid		(54,650	)					54,650		(3	)		-
Common stock, $0.0001 par value; 400,000,000 shares authorized,		-			26,001					(3	)		26,001
260,002,022 and 255,184,661 shares issued and outstanding, respectively
Common stock, $0.001 par value; 50,000,000 shares authorized,
22,903,750 shares issued and outstanding		22,904			-			2,475		(2	)		2,475
								(22,904	)	(3	)
Additional paid-in capital		4,760,909			24,286,446			9,997,525		(2	)		34,283,971
								(4,760,909	)	(3	)
								200,347		(3	)
								410,348		(3	)
								(261,243	)	(3	)
								(349,452	)	(2	)
Deferred Compensation		-			(1,103,750	)		-					(1,103,750	)
Deficit accumulated during the development stage		(4,788,246	)		(16,620,635	)		4,788,246		(3	)		(16,620,635	)
Total Stockholders' Equity		(45,895	)		6,588,062			10,045,895					16,588,062

Total Liabilities and Stockholders' Equity	$	364,452		$	8,215,132		$	9,635,548				$	18,215,132

Pro forma footnotes:

(1) To recorded estimated cash not part of the asset purchase agreement.

(2) To Record the issuance of shares equal to $10,000,000 in exchange for Liquid Spins assets.

(3) To eliminate accrued expenses and notes payable upon the completion of asset purchase.

F-1

MAX SOUND CORPORATION
(A Development Stage Company)
Pro Forma Combined Statement of Operations
For the year Ended December 31, 2011
(Unaudited)

	December 31, 2011 Liquid Spins, Inc. (Acquiree)			December 31, 2011 Max Sound Corporation (Acquiror)			Pro Forma Adjustments		Pro Forma Combined

Sales:		10,363			13,000			-		23,363

Cost of sales
Cost of product application to sales		7,222			-			-		7,222
Royalties Expense		243,611			-			-		243,611
Operations		16,738			-			-		16,738
Total costs of sales		267,571			-			-		267,571

Gross profit(loss)		(257,208	)		13,000			-		(244,208	)

Costs and Expenses:
Product research and development		698,585			-			-		698,585
Selling, distribution and marketing		63,735			-			-		63,735
General and administration		763,379			255,589			-		1,018,968
Amortization and depreciation		56,051			-			-		56,051
Endorsement fees		-			1,573,273			-		1,573,273
Consulting		-			1,348,753			-		1,348,753
Professional fees		-			146,935			-		146,935
Compensation		-			2,182,794			-		2,182,794
Total costs and expenses		1,581,750			5,507,344			-		7,089,094

Income (Loss) from Operations		(1,838,958	)		(5,494,344	)		-		(7,333,302	)

Other Income (Expense):
Amortization of debt discount		-			(13,710	)		-		(13,710	)
Change in fair value of embedded derivative liability		-			21,836			-		21,836
Interest income		1,751			511			-		2,262
Interest expense		-			(5,940	)		-		(5,940	)
Total Other Income (Expense), net		1,751			2,697			-		4,448

Income (Loss) before income taxes		(1,837,207	)		(5,491,647	)		-		(7,328,854	)

Provision for income taxes		-			-			-		-

Net Income (Loss)		(1,837,207	)		(5,491,647	)		-		(7,328,854	)


Net Income (Loss) Per Share - Basic and Diluted		(0.08	)		(0.02	)		-		(0.06	)

Weighted average number of shares outstanding
during the period - basic and diluted		22,041,928			242,287,741			-		132,164,835

F-2

MAX SOUND CORPORATION
(A Development Stage Company)
Pro Forma Combined Statement of Operations
For the Nine Months Ended September 30, 2012
(Unaudited)

	September 30, 2012 Liquid Spins, Inc. (Acquiree)			September 30, 2012 Max Sound Corporation (Acquiror)			Pro Forma Adjustments			Pro Forma Combined

Sales:		6,529			-			-			6,529

Cost of sales
Cost of product application to sales		1,282			-			-			1,282
Royalties Expense		441,530			-						441,530
Operations		2,604			-						2,604
Total costs of sales		445,416			-			-			445,416

Gross profit(loss)		(438,887	)		-			-			(438,887	)

Costs and Expenses:
Product research and development		423,917			-			-			423,917
Selling, distribution and marketing		31,811			-			-			31,811
General and administration		375,909			550,885			-			926,794
Amortization and depreciation		66,079			-			-			66,079
Impairment expense		50,510						-			50,510
Consulting		-			487,828			-			487,828
Professional fees		-			119,365			-			119,365
Website Development		-			-			-			-
Compensation		-			490,600			-			490,600
Total costs and expenses		948,226			1,648,678			-			2,596,904

Income (Loss) from Operations		(1,387,113	)		(1,648,678	)		-			(3,035,791	)

Other Income (Expense):
Loss on disposal of assets		(205	)		-			-			(205	)
Amortization of debt discount		-			(68,682	)		-			(68,682	)
Amortization of debt offering costs		-			(433,705	)		-			(433,705	)
Change in fair value of embedded derivative liability		-			115,249			-			115,249
Other income		71			-			-			71
Interest income		192			152			-			344
Interest expense		-			(224,987	)		-			(224,987	)
Total Other Income (Expense), net		58			(611,973	)		-			(611,915	)

Income (Loss) before income taxes

Provision for income taxes		-			-			-			-

Net Income (Loss) prior to preferred stock dividends		(1,387,055	)		(2,260,651	)		-			(3,647,706	)

Preferred stock dividends		(54,650	)		-			54,650	(1)		-

Net Income (Loss) available to common stockholder		(1,441,705	)		(2,260,651	)		54,650			(3,647,706	)


Net Income (Loss) Per Share - Basic and Diluted		(0.06	)		(0.01	)		-			(0.03	)

Weighted average number of shares outstanding
during the period - basic and diluted		22,903,750			255,598,643			-			139,251,197

(1) To eliminate expense. Max sound will not have any preferred stock issued and thus will not incur a stock dividend expense

F-3

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Max Sound Corp - FORM 8-K/A - EX-99.2 - PRO FORMA COMBINED FINANCIAL INFORMATION OF MAX SOUND CORPORATION. - February 14, 2013

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