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EX-32.1 - CERTIFICATION - Max Sound Corpf10q0614a1ex32i_maxsound.htm
EX-31.2 - CERTIFICATION - Max Sound Corpf10q0614a1ex31ii_maxsound.htm
EX-31.1 - CERTIFICATION - Max Sound Corpf10q0614a1ex31i_maxsound.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
 
FORM 10-Q/A
Amendment No. 1
_______________
 
(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
 
o 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 o
 
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 o
 
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
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x
(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 o Nox
 
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.
 
 
 

 
 
EXPLANATORY NOTE

This Amendment No. 1 to the Quarterly Report on Form 10-Q ("Amendment No. 1") of Max Sound Corporation (the "Company") amends the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (the "Original Filing"), which was filed with the Securities and Exchange Commission ("SEC") on August 14, 2014. The Company is filing this Amendment No. 1 to correct an inadvertent error on pages 9, 55 and 72 of the Original Filing relating to the terms of its license agreement with LOOKHU dated June 16, 2014. Pursuant to the terms of the agreement, LOOKHU agreed to pay the Company royalties of $.25 per month per paid subscription to the technology, to be payable on a monthly basis.  The Original Filing had incorrectly reported that the royalties were $2.25 per month per paid subscription.
 
Except as described above, this Amendment No. 1 does not amend any information set forth in the Original Filing, and the Company has not updated disclosures included therein to reflect any events that occurred subsequent to the date of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing, as well as our other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the Original Filing.
 
 
 

 
 
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 15, 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)