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e

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2021~~2022

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

For the transition period from ______to______.

Commission file number 000-51886

MAX SOUND CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		26-3534190
DELAWARE		26-3534190
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

(Address of principal executive offices) (Zip Code)

(800) 327-6293

(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 ☒ No ☐

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company~~, or an emerging growth company~~. See ~~the~~ definitions of “large accelerated filer,” “accelerated filer,” “and smaller reporting company,” ~~and "emerging growth 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) Emerging growth company ☐

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock.

As of ~~November~~May 22, ~~2021~~2022, the registrant had 67,~~882~~355,~~102~~436,~~823~~156 shares, par value $0.00001 per share, of common stock issued and outstanding.

INDEX
PART I-- FINANCIAL INFORMATION
Item 1.	Financial Statements	4F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	54
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1510
Item 4.	Controls and Procedures	1510
PART II-- OTHER INFORMATION
Item 1.	Legal Proceedings	1611
Item 1A.	Risk Factors	1611
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1611
Item 3.	Defaults Upon Senior Securities	1611
Item 4.	Mine Safety Disclosures	1611
Item 5.	Other Information	1611
Item 6.	Exhibits	1711
SIGNATURES		1812

Table of Contents

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. Considering these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

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

CERTAIN TERMS USED IN THIS REPORT

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

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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 ~~MAX SOUND CORPORATION CONTENTS~~

CONDENSED BALANCE SHEETS AS OF SEPTEMBER 30, 2021 (UNAUDITED) AND DECEMBER 31, 2020 (AUDITED).		F-1
CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 (UNAUDITED).		F-2
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 (UNAUDITED).		F-3
CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 (UNAUDITED).		F-5
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)		F-6

MAX SOUND CORPORATION

~~4 Table of Contents~~CONTENTS

Max Sound Corporation
CONDENSED BALANCE SHEETS AS OF MARCH 31, 2022 (UNAUDITED) AND DECEMBER 31, 2021 (AUDITED).	F-2
Condensed Balance Sheets
CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021 (UNAUDITED).	F-3
ASSETS
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021 (UNAUDITED).	F-4
	September 30, 2021			December 31, 2020
CONDENSED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2022AND 2021 (UNAUDITED).	F-5
	(UNAUDITED)
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)	F-6
Current Assets
Cash	$	18,147		$	-
Total Assets	$	18,147		$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable	$	835,012		$	814,239
Accrued expenses		2,729,264			2,307,806
Accrued expenses - related party		2,719,044			2,148,692
Judgement payable		819,626			819,626
Line of credit - related party		362,943			402,203
Convertible note payable		5,940,429			6,160,429
Total Current Liabilities		13,406,318			12,652,995
Commitments and Contingencies		-			-
Stockholders' Deficit
Preferred stock, $0.0001 par value; 10,000,000 shares authorized,
No shares issued and outstanding		-			-
Series, A Convertible Preferred stock, $0.00001 par value; 10,000,000 shares authorized,
10,000,000 and 10,000,000 shares issued and outstanding, respectively		100			100
Common stock, $0.00001 par value; 10,000,000,000 shares authorized,
6,878,852,823 and 6,583,852,824 shares issued and outstanding, respectively		70,717			65,967
Additional paid-in capital		71,063,234			70,787,984
Treasury stock		(534,575	)		(534,575	)
Accumulated deficit		(83,987,647	)		(82,972,471	)
Total Stockholders' Deficit		(13,388,171	)		(12,652,995	)
Total Liabilities and Stockholders' Deficit	$	18,147		$	0

~~See~~F-1 ~~accompanying~~Table ~~notes~~of ~~to condensed unaudited financial statements~~Contents

F-1 Table of Contents

Max Sound Corporation
Condensed Balance Sheets

ASSETS

	March 31, 2022			December 31, 2021
	(UNAUDITED)

Current Assets
Cash	$	389		$	-
Total Assets	$	389		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable	$	887,488		$	863,061
Cash overdraft		-			47
Accrued expenses		3,009,519			2,870,458
Accrued expenses - related party		3,100,072			2,910,864
Judgement payable		819,626			819,626
Line of credit - related party		342,080			363,336
Convertible note payable		5,990,429			5,940,429
Total Current Liabilities		14,149,214			13,767,821

Commitments and Contingencies		-			-

Stockholders' Deficit
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, No shares issued and outstanding		-			-
Series, A Convertible Preferred stock, $0.00001 par value; 10,000,000 shares authorized, 10,000, 000 and 10,000,000 shares issued and outstanding, respectively		100			100
Common stock, $0.00001 par value; 10,000,000,000 shares authorized, 6,878,852,823 and 6,878,852,823 shares issued and outstanding, respectively		70,717			70,717
Additional paid-in capital		71,063,234			71,063,234
Treasury stock		(534,575	)		(534,575	)
Accumulated deficit		(84,748,301	)		(84,367,297	)
Total Stockholders' Deficit		(14,148,825	)		(13,767,821	)

Total Liabilities and Stockholders' Deficit	$	389		$	0

Max Sound Corporation
Condensed Statements of Operations
(UNAUDITED)
	For the Three Months Ended,						For the Nine Months Ended,
	September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020
Revenue	$	37,000		$	-		$	288,000		$	-
Operating Expenses
General and administrative		26,820			17,432			258,630			72,496
Professional fees		24,940			3,800			67,274			53,600
Compensation		72,000			72,000			216,000			270,000
Total Operating Expenses		123,760			93,232			541,904			396,096
Loss from Operations		(86,760	)		(93,232	)		(253,904	)		(396,096	)
Other Income / (Expense)
Interest income		-			-						-
Interest expense		(134,450	)		(139,719	)		(404,921	)		(395,983	)
Interest expense - related party		(119,652	)		(119,105	)		(356,351	)		(377,143	)
Other income		-			-			-			26,333
Total Other Income / (Expense)		(254,102	)		(258,824	)		(761,272	)		(746,793	)
Provision for Income Taxes		-			-			-			-
Net Loss	$	(340,862	)	$	(352,056	)	$	(1,015,176	)	$	(1,142,889	)
Net Loss Per Share - Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding
during the year Basic and Diluted		6,878,852,823			6,583,852,824			6,804,383,959			6,583,852,824

See accompanying notes to condensed unaudited financial statements

~~See~~F-2 ~~accompanying~~Table ~~notes~~of ~~to condensed unaudited financial statements~~Contents

F-2 Table of Contents

Max Sound Corporation
Condensed Statements of Operations
(UNAUDITED)

	For the Three Months Ended,
	March 31, 2022			March 31, 2021

Revenue	$	-		$	251,000

Operating Expenses
General and administrative		39,543			18,161
Professional fees		18,700			4,000
Compensation		72,000			72,000
Total Operating Expenses		130,243			94,161

Loss from Operations		(130,243	)		156,839

Other Income / (Expense)
Interest expense		(133,553	)		(136,031	)
Interest expense - related party		(117,208	)		(117,689	)
Total Other Income / (Expense)		(250,761	)		(253,720	)

Provision for Income Taxes		-			-

Net Loss	$	(381,004	)	$	(96,881	)

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

Weighted average number of shares outstanding during the year Basic and Diluted		6,804,383,959			6,657,186,156

Max Sound Corporation
Condensed Statement of Changes in Stockholders' Deficit
For the three months ended September 30, 2021 and 2020
(UNAUDITED)
	Series A												Additional								Total
	Preferred Stock				Preferred stock				Common stock				paid-in		Accumulated			Treasury			Stockholder's
	Shares		Amount		Shares		Amount		Shares		Amount		capital		Deficit			Stock			Deficit
Balance, June 30, 2021 (Unaudited)		10,000,000	$	100		-	$	-		6,878,852,824	$	70,717	$	71,063,234	$	(83,646,785	)	$	(534,575	)	$	(13,047,309	)
Net loss for the three months ended September 30, 2021		-		-		-		-		-		-		-		(340,862	)		-			(340,862	)
Balance, September 30, 2021 (Unaudited)		10,000,000	$	100		-	$	-		6,878,852,824	$	70,717	$	71,063,234	$	(83,987,647	)	$	(534,575	)	$	(13,388,171	)
Balance, June 30, 2020 (Audited)		10,000,000	$	100		-	$	-		6,583,852,824	$	65,967	$	70,787,984	$	(82,265,486	)	$	(534,575	)	$	(11,946,010	)
Net loss for the three months ended September 30, 2020		-		-		-		-		-		-		-		(352,056	)		-			(352,056	)
Balance, September 30, 2020 (Unaudited)		10,000,000	$	100		-	$	-	$	6,583,852,824	$	65,967	$	70,787,984	$	(82,617,542	)	$	(534,575	)	$	(12,298,066	)

See accompanying notes to condensed unaudited financial statements

~~See~~F-3 ~~accompanying~~Table ~~notes~~of ~~to condensed unaudited financial statements~~Contents

F-3 Table of Contents

Max Sound Corporation
Condensed Statement of Changes in Stockholders' Deficit
For the three months ended March 31, 2022 and 2021
(UNAUDITED)


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

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

Net loss for the quarter ended March 31, 2022		-		-		-		-		-		-		-		(381,004	)		-			(381,004	)

Balance, March 31, 2022 (Unaudited)		10,000,000	$	100		-	$	-		6,878,852,824	$	70,717	$	71,063,234	$	(84,748,301	)	$	(534,575	)	$	(14,148,825	)


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

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

Net loss for the three months ended March 31, 2021		-		-		-		-		-		-		-		(96,881	)		-			(96,881	)

Balance, March 31, 2021 (Unaudited)		10,000,000	$	100		-	$	-		6,858,852,824	$	68,717	$	71,005,234	$	(83,069,352	)	$	(534,575	)	$	(12,529,876	)

Max Sound Corporation
Condensed Statement of Changes in Stockholders' Deficit
For the nine months ended September 30, 2021 and 2020
(UNAUDITED)
	Series A												Additional								Total
	Preferred Stock				Preferred stock				Common stock				paid-in		Accumulated			Treasury			Stockholder's
	Shares		Amount		Shares		Amount		Shares		Amount		capital		Deficit			Stock			Deficit
Balance, December 31, 2020		10,000,000	$	100		-	$	-		6,583,852,824	$	65,967	$	70,787,984	$	(82,972,471	)	$	(534,575	)	$	(12,652,995	)
Common stock issued in exchange for note payable ($0.0008/sh)		-		-		-		-		275,000,000		2,750		217,250		-			-			220,000
Common stock issued for services ($0.003/sh)		-		-		-		-		20,000,000		2,000		58,000		-			-			60,000
Net loss for the nine months ended September 30, 2021		-		-		-		-		-		-		-		(1,015,176	)		-			(1,015,176	)
Balance, September 30, 2021 (Unaudited)		10,000,000	$	100		-	$	-		6,878,852,824	$	70,717	$	71,063,234	$	(83,987,647	)	$	(534,575	)	$	(13,388,171	)
Balance, December 31, 2019		10,000,000	$	100		-	$	-		6,583,852,824	$	65,967	$	70,787,984	$	(81,474,653	)	$	(534,575	)	$	(11,155,177	)
Net loss for the nine months ended September 30, 2020		-		-		-		-		-		-		-		(1,142,889	)		-			(1,142,889	)
Balance, September 30, 2020 (Unaudited)		10,000,000	$	100		-	$	-		6,583,852,824	$	65,967	$	70,787,984	$	(82,617,542	)	$	(534,575	)	$	(12,298,066	)

See accompanying notes to condensed unaudited financial statements

~~See~~F-4 ~~accompanying~~Table ~~notes~~of ~~to condensed unaudited financial statements~~Contents

F-4 Table of Contents

Max Sound Corporation
Condensed Statements of Cash Flows
(UNAUDITED)

	For the Three Months Ended,
	March 31, 2022			March 31, 2021
Cash Flows From Operating Activities:
Net Loss	$	(381,004	)	$	(96,881	)
Adjustments to reconcile net loss to net cash used in operations
Increase in accounts payable		24,427			11,925
Increase in accrued expenses		139,061			141,541
Increase in accrued expenses - related party		189,208			189,690
Net Cash Provided by (Used in) Operating Activities		(28,308	)		246,275

Net Cash Used In Investing Activities		-			-

Cash Flows From Financing Activities:
Proceeds from stockholder loans / lines of credit		8,334			4,000
Repayment from stockholder loans / lines of credit		(29,590	)		-
Cash overdraft		(47	)		-
Proceeds from issuance of convertible note		50,000			-
Net Cash Provided by (Used in) Financing Activities		28,697			4,000

Net Decrease in Cash		389			250,275

Cash at Beginning of Period		-			-

Cash at End of Period	$	389		$	250,275

Supplemental disclosure of cash flow information:

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

Max Sound Corporation
Condensed Statements of Cash Flows
(UNAUDITED)
	For the Nine Months Ended,
	September 30, 2021			September 30, 2020
Cash Flows From Operating Activities:
Net Loss	$	(1,015,176	)	$	(1,142,889	)
Adjustments to reconcile net loss to net cash used in operations
Stock issued for services		60,000			-
Increase in prepaid expenses		-			-
Increase in accounts payable		20,773			62,871
Increase in accrued expenses		421,458			437,252
Increase in accrued expenses - related party		570,352			626,530
Net Cash Provided by (Used in) Operating Activities		57,407			(16,236	)
Net Cash Used In Investing Activities		-			-
Cash Flows From Financing Activities:
Proceeds from stockholder loans / lines of credit		85,583			87,655
Repayment from stockholder loans / lines of credit		(124,843	)		(71,453	)
Net Cash Provided by (Used in) Financing Activities		(39,260	)		16,202
Net Decrease in Cash		18,147			(34	)
Cash at Beginning of Period		-			34
Cash at End of Period	$	18,147		$	-
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	650

See accompanying notes to condensed unaudited financial statements

~~See~~F-5 ~~accompanying~~Table ~~notes~~of ~~to condensed unaudited financial statements~~Contents

~~F-5~~Max ~~Table~~Sound ~~of Contents~~Corporation

~~NOTE~~Financial ~~1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION~~Position

~~(A)~~NOTE ~~Organization~~1 ~~and~~SUMMARY ~~Basis~~OF ofSIGNIFICANT ~~Presentation~~ACCOUNTING POLICIES AND ORGANIZATION

~~Max Sound Corporation~~ (~~the "Company"~~A) ~~was~~Organization ~~incorporated in Delaware on December 9, 2005, under the name 43010, Inc. The Company’s business operations are focused primarily on developing~~ and ~~launching~~Basis ~~audio~~of ~~technology software.~~Presentation

~~Effective~~Max ~~March~~Sound 1,Corporation ~~2011,~~ (the "Company") ~~filed~~was ~~with~~incorporated ~~the~~in ~~State~~Delaware ofon ~~Delaware~~December a9, ~~Certificate~~2005, ofunder ~~Amendment~~the ofname ~~Certificate~~43010, ofInc. ~~Incorporation~~The ~~changing~~Company’s ~~our~~business ~~name~~operations ~~from~~are Sofocused ~~Act~~primarily ~~Network,~~on ~~Inc.~~developing toand ~~Max~~launching ~~Sound~~audio ~~Corporation~~technology software.

OnEffective ~~August~~March 91, ~~2016~~2011, the Company ~~moved~~filed awith ~~level down from OTCQB to OTC Pink Current Information where it is within~~ the ~~continued~~State ~~standards~~of ~~and~~Delaware ~~pricing~~a ~~requirements~~Certificate asof ~~found~~Amendment inof ~~Section~~Certificate 2 of ~~the~~Incorporation ~~OTCQB~~changing ~~Eligibility~~our ~~Standards.~~name ~~The~~from ~~Company’s~~So ~~services~~Act ~~may~~Network, ~~re-apply~~Inc. ~~at any time after a price increase~~ to ~~meet~~Max ~~all~~Sound ~~the OTCQB Eligibility Standards to be moved back to the higher OTCQB marketplace~~Corporation.

ItOn isAugust ~~management's opinion~~9, ~~however~~2016, ~~that~~the ~~all~~Company ~~material~~moved ~~adjustments~~a ~~(consisting~~level ofdown ~~normal~~from ~~and~~OTCQB ~~recurring~~to ~~adjustments)~~OTC ~~have~~Pink ~~been~~Current ~~made~~Information ~~which~~where ~~are~~it ~~necessary~~is ~~for~~within athe ~~fair~~continued ~~financial~~standards ~~statement~~and ~~presentation~~pricing requirements as found in Section 2 of the OTCQB Eligibility Standards. The ~~results~~Company’s ~~for~~services ~~the~~may ~~interim~~re-apply ~~period~~at ~~are~~any ~~not~~time ~~necessarily~~after ~~indicative~~a ofprice increase to meet all the ~~results~~OTCQB Eligibility Standards to be ~~expected~~moved ~~for~~back to the ~~year~~higher OTCQB marketplace.

~~These~~It ~~unaudited~~is ~~interim~~management's ~~financial~~opinion, ~~statements~~however, ~~should~~that beall ~~read~~material inadjustments ~~conjunction~~(consisting ~~with~~of ~~the~~normal ~~consolidated~~and ~~financial~~recurring ~~statements~~adjustments) ~~and~~have ~~related~~been ~~notes~~made ~~included~~which inare ~~our~~necessary ~~Annual~~for ~~Report~~a onfair ~~Form~~financial ~~10-K~~statement presentation. The results for the ~~year~~interim ~~ended~~period ~~December~~are ~~31,~~not ~~2020,~~necessarily ~~filed~~indicative ~~with~~of the ~~SEC~~results onto ~~March~~be ~~30,~~expected ~~2021~~for the year.

~~(B)~~These ~~Risks~~unaudited interim financial statements should be read in conjunction with the consolidated financial statements and ~~Uncertainties~~related notes included in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on April 19, 2022.

~~In December 2019, a novel strain of coronavirus~~ (~~COVID-19~~B) ~~emerged~~Risks ~~in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China~~ and ~~caused significant disruptions to its economy, it has now spread to several other countries and infections have been reported globally.~~Uncertainties

~~Because~~In ~~COVID-19~~December ~~infections~~2019, ~~have~~a ~~been~~novel ~~reported~~strain ~~throughout~~of ~~the~~coronavirus ~~United~~(COVID-19) ~~States,~~emerged ~~certain~~in ~~federal~~Wuhan, ~~state~~Hubei ~~and local governmental authorities have issued stay-at-home orders~~Province, ~~proclamations~~China. ~~and/or~~While ~~directives~~initially ~~aimed at minimizing~~ the ~~spread~~outbreak ofwas ~~COVID-19.~~largely ~~Additional,~~concentrated ~~more~~in ~~restrictive~~China ~~proclamations~~ and~~/or~~ ~~directives~~caused ~~may~~significant bedisruptions ~~issued~~to inits ~~the~~economy, ~~future.~~it Ashas anow ~~result,~~spread ~~all~~to ofseveral ~~our~~other ~~office~~countries ~~locations~~and infections have been ~~closed~~reported ~~effective April 1, 2020~~globally.

~~The~~Because ~~ultimate impact of the~~ COVID-19 ~~pandemic~~infections onhave ~~the~~been ~~Company’s~~reported ~~operations~~throughout isthe ~~unknown~~United ~~and~~States, ~~will~~certain ~~depend on future developments~~federal, ~~which~~state ~~are highly uncertain~~ and ~~cannot~~local begovernmental ~~predicted~~authorities ~~with~~have ~~confidence,~~issued ~~including the duration of the COVID~~stay-19at-home ~~outbreak~~orders, ~~new~~proclamations ~~information~~and/or ~~which~~directives ~~may~~aimed ~~emerge~~at ~~concerning~~minimizing the ~~severity~~spread of ~~the~~ COVID-19. ~~pandemic~~Additional, ~~and~~more ~~any~~restrictive ~~additional~~proclamations ~~preventative~~ and/or ~~protective~~directives ~~actions~~may ~~that~~be ~~governments,~~issued orin the ~~Company,~~future. ~~may~~As ~~direct,~~a ~~which may~~ result, inall ~~an extended period~~ of ~~continued~~our ~~business~~office ~~disruption,~~locations ~~reduced~~have ~~customer~~been ~~traffic~~closed ~~and~~effective ~~reduced~~April ~~operations~~1, 2020.

~~(C)~~The ~~Use~~ultimate impact of ~~Estimates~~the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations.

In(C) ~~preparing~~Use ~~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.Estimates

~~(D)~~In ~~Cash~~preparing ~~Equivalents~~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.

~~For~~F-6 ~~purposes~~Table 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 September 30, 2021, and December 31, 2020, the Company had no cash equivalents.Contents

(ED) ~~Property~~Cash ~~and Equipment~~Equivalents

~~Property~~For ~~and~~purposes ~~equipment~~of ~~are~~the ~~stated~~cash atflow ~~cost~~statements, the Company considers all highly liquid investments with original maturities of three months or less ~~accumulated~~at ~~depreciation~~the time of purchase to be cash equivalents. ~~Expenditures~~As ~~for~~of ~~maintenance~~March 31, 2022, and ~~repairs~~December ~~are~~31, ~~charged~~2021, tothe ~~expense~~Company ashad ~~incurred~~no cash equivalents.

~~Depreciation~~(E) isProperty ~~provided~~and ~~using the straight-line method over the estimated useful life of three to five years.~~Equipment

~~(F)~~Property ~~Research~~and equipment are stated at cost, less accumulated depreciation. Expenditures for maintenance and ~~Development~~repairs are charged to expense as incurred.

~~The~~Depreciation ~~Company~~is ~~has~~provided ~~adopted~~using the ~~provisions of FASB Accounting Standards Codification No. 350, Intangibles~~ straight-line ~~Goodwill~~method &over ~~Other (“ASC Topic 350”). Costs incurred in~~ the ~~planning~~estimated ~~stage~~useful ~~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~~three ~~asset, estimated~~ to befive ~~three~~ years. ~~Expenses subsequent to the launch have been expensed as website development expenses.~~

(F-6) ~~Table~~Research ofand ~~Contents~~Development

The Company has adopted the provisions of FASB Accounting Standards Codification No. 350, Intangibles - Goodwill & Other (G“ASC Topic 350”). ~~Concentration~~Costs incurred in the planning stage of ~~Credit~~a ~~Risk~~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.

~~The~~(G) ~~Company~~Concentration ~~at times has had cash in banks in excess~~ of ~~FDIC~~Credit ~~insurance limits. The Company had $0 in excess of FDIC insurance limits as of September 30, 2021 and December 31, 2020.~~Risk

~~(H)~~The ~~Revenue~~Company ~~Recognition~~at times has had cash in banks in excess of FDIC insurance limits. The Company had $0 in excess of FDIC insurance limits as of March 31, 2022 and December 31, 2021.

Effective January 1, 2018, the Company adopted ASC 606 - Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts by applying the following steps: (1H) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 - Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured.

Effective January 1, 2018, the Company adopted ASC 606 - Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts by applying the following steps: (I1) ~~Loss~~identify ~~Per~~the ~~Share~~contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 - Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured.

~~In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” Basic earnings~~ (~~loss~~I) ~~per~~Loss ~~share~~Per (“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.Share

~~The~~In ~~computation~~accordance ofwith ~~basic~~accounting ~~and~~guidance ~~diluted~~now codified as FASB ASC Topic 260, “Earnings per Share,” Basic earnings (loss) per share ~~for~~(“EPS”) is computed by dividing net loss available to common stockholders by the ~~three~~weighted ~~and~~average ~~nine~~number ~~months~~of ~~ended~~common ~~September~~shares ~~30,~~outstanding ~~2021~~during ~~and~~the ~~2020~~period, ~~excludes~~excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock ~~equivalents~~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 ~~following~~exercise ~~potentially~~of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive ~~securities~~potential ~~because~~of shares of common stock if their ~~inclusion~~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.

	September 30,		September 30,
	2021		2020
Convertible Debt (Exercise price - $0.0001 - $.000061/share)		117,980,324,264		117,980,324,264
Series A Convertible Preferred Shares ($0.01/share)		250,000,000		250,000,000
Total		118,230,324,264		118,230,324,264

F-7

Table of Contents

The ~~Company’s~~computation ~~obligations to issue shares upon conversion~~ of ~~its~~basic ~~outstanding convertible notes, the exercise of stock options~~ and ~~warrants~~diluted ~~and~~loss ~~conversion~~per ofshare ~~its~~for ~~preferred stock (~~the ~~“Convertible~~three ~~Instruments”)~~months atended ~~current~~March ~~market prices for its common stock exceeds by the 115~~31,~~109,177,087~~ ~~authorized~~2022 but unissued shares of Common Stock as of the date of this report (the “Potentially Issuable Shares”). While it is uncertain whether the Company would receive requests to issue all of the Potentially Issuable Shares and ~~the number of such shares fluctuates based on the market price of the Company’s common stock~~2021, ~~the~~excludes ~~Company may increase~~ the ~~number of its authorized shares of~~ common stock orequivalents ~~effectuate a recapitalization, or a combination~~ of ~~both,~~the infollowing ~~order~~potentially todilutive ~~make~~securities ~~available~~because ~~additional~~their ~~shares~~inclusion ~~of its Common Stock for the Potentially Issuable Shares. Such action~~ would ~~require shareholder approval. Until such time as the Company has a sufficient number of shares of its Common Stock for issuance to cover the Potentially Issuable Shares, the Company could~~ be subject to penalties and damages to the holders of the Convertible Instruments in the event it does not deliver the Potentially Issuable Shares upon request by a holder of the Convertible Instruments. Furthermore, the lack of available shares of common stock may be deemed a default under one or more of the Convertible Instruments.anti-dilutive:

F-7 Table of Contents

	March 31,		March 31,
	2022		2021

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

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

The Company’s obligations to issue shares upon conversion of its outstanding convertible notes, the exercise of stock options and warrants and conversion of its preferred stock (Jthe “Convertible Instruments”) ~~Income~~at ~~Taxes~~current market prices for its common stock exceeds by the 7,792,376,100 authorized but unissued shares of Common Stock as of the date of this report (the “Potentially Issuable Shares”). While it is uncertain whether the Company would receive requests to issue all of the Potentially Issuable Shares and the number of such shares fluctuates based on the market price of the Company’s common stock, the Company may increase the number of its authorized shares of common stock or effectuate a recapitalization, or a combination of both, in order to make available additional shares of its Common Stock for the Potentially Issuable Shares. Such action would require shareholder approval. Until such time as the Company has a sufficient number of shares of its Common Stock for issuance to cover the Potentially Issuable Shares, the Company could be subject to penalties and damages to the holders of the Convertible Instruments in the event it does not deliver the Potentially Issuable Shares upon request by a holder of the Convertible Instruments. Furthermore, the lack of available shares of common stock may be deemed a default under one or more of the Convertible Instruments.

~~The Company accounts for income taxes under FASB Codification Topic 740-10-25~~ (~~“ASC 740-10-25”~~J) 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.

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (K“temporary differences”) ~~Business~~at ~~Segments~~enacted tax rates in effect for the years in which the temporary differences are expected to reverse.

The Company ~~operates~~adopted inthe ~~one~~provisions ~~segment~~of Accounting Standards Codification (“ASC”) Topic 740-10, which prescribes a recognition threshold and ~~therefore~~measurement noprocess ~~segment~~for ~~information~~financial isstatement ~~not~~recognition ~~presented~~and measurement of a tax position taken or expected to be taken in a tax return.

~~(L)~~Management ~~Recent~~has ~~Accounting~~evaluated ~~Pronouncements~~and concluded that there are no material tax positions requiring recognition in the Company’s unaudited condensed consolidated financial statements as of March 31, 2022. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s, 2019, 2020, and 2021 tax returns remain open for audit for Federal and State taxing authorities.

InThe ~~September~~Company’s ~~2016,~~policy the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments, which supersedes current guidance by requiring recognition of credit losses when it is probable that a loss has been incurred. The new standard requires the establishment of an allowance for estimated credit losses on financial assets including trade and other receivables at each reporting date. The new standard will result in earlier recognition of allowances for losses on trade and other receivables and other contractual rights to ~~receive~~classify ~~cash. In November 2019~~assessments, ~~the~~if ~~FASB issued ASU No. 2019-10~~any, ~~Financial~~for ~~Instruments~~tax –related ~~Credit~~interest ~~Losses~~as ~~(Topic~~interest ~~326),~~expense ~~Derivatives~~ and ~~Hedging~~penalties ~~(Topic~~as ~~815)~~general and ~~Leases~~administrative ~~(Topic~~expenses ~~842), which extends the effective date of Topic 326 for certain companies until fiscal years beginning after December 15, 2022. The new standard will be effective for the Company~~ in the ~~first~~statement ~~quarter~~ of ~~fiscal year beginning October 1, 2023, and early adoption is permitted~~operations. ~~The Company has not completed its review of the impact of this standard on its consolidated financial statements.~~

In(K) ~~December~~Business 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes.” This guidance, among other provisions, eliminates certain exceptions to existing guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This guidance also requires an entity to reflect the effect of an enacted change in tax laws or rates in its effective income tax rate in the first interim period that includes the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the effective income tax rate with the effects on deferred income tax assets and liabilities. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. ASU 2019-12 is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. We adopted this pronouncement on January 1, 2021; however, the adoption of this standard did not have a material effect on the Company’s consolidated financial statements.Segments

~~F-8~~The ~~Table~~Company ofoperates ~~Contents~~in one segment and therefore no segment information is not presented.

~~All~~(L) ~~other~~Recent ~~newly~~Accounting ~~issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.~~Pronouncements

Changes to accounting principles are established by the FASB in the form of ASUs to the FASB’s Codification. We consider the applicability and impact of all ASUs on our financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (M“ASU”) ~~Fair~~through ~~Value~~the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the financial statements of ~~Financial~~the ~~Instruments~~Company.

~~The~~F-8 ~~carrying~~Table ~~amounts~~of on the Company’s financial instruments including accounts payable, derivative liability, convertible note payable, and note payable, approximate fair value due to the relatively short period to maturity for these instruments.Contents

WeIn ~~adopted~~August ~~accounting~~2020, ~~guidance~~FASB issued ASU 2020-06, Accounting for ~~financial~~Convertible Instruments and ~~non~~Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial ~~assets~~statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and ~~liabilities~~equity ~~(ASC~~component, ~~820)~~unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The ~~adoption~~new ~~did~~guidance ~~not~~also ~~have~~requires ause ~~material~~of ~~impact~~the on“if-converted” ~~our~~method ~~results~~when calculating the dilutive impact of ~~operations~~convertible debt on earnings per share, ~~financial~~which ~~position~~is orconsistent ~~liquidity~~with the Company’s current accounting treatment under the current guidance. ~~This~~The ~~standard~~guidance ~~defines~~is ~~fair~~effective ~~value~~for financial statements issued for fiscal years beginning after December 15, ~~provides~~2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. The Company adopted the guidance ~~for~~under ~~measuring~~ASU ~~fair~~2020-06 ~~value~~on January 1, 2022. The adoption of this guidance and ~~requires~~had ~~certain~~no ~~disclosures~~material impact on the Company’s financial statements.

This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (~~comparable market prices~~M), ~~the~~Fair ~~income~~Value ~~approach (present value~~ of ~~future~~Financial income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:Instruments

Level 1:	Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2:	Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3:	Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

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

~~The~~We ~~following~~adopted ~~are~~accounting ~~the~~guidance ~~major~~for ~~categories~~financial ofand ~~liabilities~~non-financial ~~measured~~assets atand ~~fair~~liabilities ~~value~~(ASC on820). aThe ~~recurring~~adoption ~~basis:~~did asnot ofhave ~~September~~a ~~30,~~material ~~2021~~impact ~~and~~on ~~December~~our ~~31,~~results ~~2020~~of operations, ~~using~~financial ~~quoted~~position ~~prices~~or inliquidity. ~~active~~This ~~markets~~standard ~~for~~defines ~~identical~~fair ~~liabilities~~value, ~~(Level~~provides ~~1);~~guidance ~~significant~~for ~~other~~measuring ~~observable~~fair ~~inputs~~value ~~(Level 2);~~ and ~~significant~~requires ~~unobservable~~certain ~~inputs (Level 3):~~disclosures.

September 30, 2021

December 31, 2020

Fair Value Measurement Using

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total

Derivative Liabilities

F-9

Table of Contents

FThis standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-9based ~~Table~~payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of ~~Contents~~future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (Nunadjusted) ~~Stock-Based~~in ~~Compensation~~active markets for identical assets or liabilities.

InLevel 2: ~~December~~Inputs ~~2004,~~other ~~the~~than ~~FASB~~quoted ~~issued~~prices ~~FASB~~that ~~Accounting~~are ~~Standards Codification No. 718~~observable, ~~Compensation~~either -directly ~~Stock~~or ~~Compensation~~indirectly. ~~Under~~These ~~FASB~~include ~~Accounting~~quoted ~~Standards~~prices ~~Codification~~for ~~No.~~similar ~~718,~~assets ~~companies~~or ~~are~~liabilities ~~required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs~~ in ~~the~~active markets 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~~quoted ~~share~~prices ~~purchase~~for ~~plans.~~identical Asor ~~such,~~similar ~~compensation~~assets ~~cost~~or isliabilities ~~measured~~in onmarkets ~~the~~that ~~date of grant at their fair value. Such compensation amounts, if any,~~ are ~~amortized~~not ~~over the respective vesting periods of the option grant~~active. ~~The Company applies this statement prospectively.~~

~~Equity~~Level 3: ~~instruments~~Unobservable ~~(“instruments”)~~inputs ~~issued~~in towhich ~~other~~little ~~than~~or ~~employees~~no ~~are~~market ~~recorded~~data ~~based on the fair value of the instruments~~exists, astherefore ~~required~~developed byusing ~~FASB~~estimates ~~Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505, Equity Based Payments to Non-Employees defines the measurement date~~ and ~~recognition~~assumptions ~~period~~developed ~~for~~by ~~such instruments. In general~~us, ~~the~~which ~~measurement~~reflect those ~~date~~that ~~is when either~~ a ~~(a)~~market ~~performance~~participant ~~commitment,~~would ~~as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested~~use. ~~The measured value related to the instruments is recognized over a period based on the facts and circumstances of each grant as defined in the FASB Accounting Standards Codification.~~

The following are the major categories of liabilities measured at fair value on a recurring basis: as of March 31, 2022 and December 31, 2021, using quoted prices in active markets for identical liabilities (OLevel 1); ~~Reclassification~~significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):

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.

March 31, 2022

December 31, 2021

Fair Value Measurement Using

Level 1

Level 2

Level 3

Total

Level 1

Level 2

Level 3

Total

(PN) ~~Advertising~~Stock-Based Compensation

~~Advertising~~In ~~costs~~December ~~are~~2004, ~~expensed~~the asFASB ~~incurred~~issued FASB Accounting Standards Codification No. ~~These~~718, ~~costs~~Compensation - Stock Compensation. Under FASB Accounting Standards Codification No. 718, companies are ~~included~~required into ~~direct~~measure ~~operating~~the &compensation ~~occupancy~~costs ~~expenses~~of ~~and~~share-based ~~totaled~~compensation ~~$7,955~~arrangements based on the grant-date fair value and $0recognize ~~for~~the costs in the ~~nine~~financial ~~months~~statements ~~ended~~over ~~September~~the 30period during which employees are required to provide services. Share-based compensation arrangements include stock options, ~~2021~~restricted ~~and~~share ~~2020~~plans, ~~respectively~~performance-based ~~and~~awards, $0share appreciation rights and $0employee ~~for~~share purchase plans. As such, compensation cost is measured on the ~~three~~date ~~months~~of ~~ended~~grant ~~September~~at ~~30,~~their ~~2021~~fair value. Such compensation amounts, ~~and~~if ~~2020~~any, ~~respectively~~are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively.

~~NOTE~~Equity 2instruments ~~GOING~~(“instruments”) ~~CONCERN~~issued to other than employees are recorded based on the fair value of the instruments, as required by FASB Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505, Equity Based Payments to Non-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 the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each grant as defined in the FASB Accounting Standards Codification.

As(O) reflected in the accompanying condensed unaudited financial statements, the Company has an accumulated deficit of $83,987,647, stockholders’ deficit of $13,388,171 and working capital deficit of $13,388,171. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.Reclassification

AsCertain ~~the~~amounts ~~Company~~from ~~continues~~prior toperiods ~~incur~~have ~~losses,~~been ~~transition~~reclassified to ~~profitability~~conform ~~is dependent upon the successful commercialization of its products and achieving a level of revenues adequate~~ to ~~support~~ the ~~Company’s~~current ~~cost~~period ~~structure~~presentation.~~The~~ ~~Company~~These ~~may~~reclassifications ~~never~~had ~~achieve~~no ~~profitability,~~impact 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~~net ~~plan,~~loss ~~existing~~or ~~working capital at September 30, 2021 was not sufficient to meet the~~ cash ~~requirements to fund planned operations through December 31, 2021 without additional sources of cash~~flows. The Company continues to explore various financing alternatives, including debt and equity financings and strategic partnerships, as well as trying to generate revenue. However, at this time, the Company has no commitments to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all. If the Company is unable to obtain additional funding and improve its operations, the Company’s financial condition and results of operations may be materially adversely affected, and the Company may not be able to continue operations. This raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty.

~~F-10~~NOTE ~~Table~~2 ofGOING ~~Contents~~CONCERN

~~NOTE~~As 3reflected ~~DEBT~~in ~~AND~~the ~~ACCOUNTS~~accompanying ~~PAYABLE~~condensed unaudited financial statements, the Company has an accumulated deficit of $84,748,301, stockholders’ deficit of $14,148,825 and working capital deficit of $14,148,825. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.

~~Debt~~F-10 ~~consists~~Table of ~~the following:~~Contents

	As of		As of
	September 30,		December 31,
	2021		2020
Line of credit- related party	$	362,943	$	402,203
Accrued interest - related party		1,542,099		1,185,747
Accrued expenses - related party		1,176,945		962,945
Convertible debt	$	5,940,429	$	6,160,429
Total current debt	$	9,022,416	$	8,711,324

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 December 31, 2021 was not sufficient to meet the cash requirements to fund planned operations through December 31, 2022 without additional sources of cash. The Company continues to explore various financing alternatives, including debt and equity financings and strategic partnerships, as well as trying to generate revenue. However, at this time, the Company has no commitments to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all. If the Company is unable to obtain additional funding and improve its operations, the Company’s financial condition and results of operations may be materially adversely affected, and the Company may not be able to continue operations. This raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include adjustments that might result from the outcome of this uncertainty.

~~Line~~NOTE of3 ~~credit~~DEBT -AND ~~related~~ACCOUNTS ~~party~~PAYABLE

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

Debt consists of the following:
	As of			As of
	March 31,			December 31,
	2022			2021
Line of credit- related party	$	342,080		$	363,336
Accrued interest - related party		1,779,127			1,661,919
Accrued expenses - related party		1,320,945			1,248,945
Convertible debt	$	5,990,429		$	5,940,429

Total current debt	$	9,432,581		$	9,214,629

Line of credit - related party
Line of credit with the principal stockholder consisted of the following activity and terms:
	Principal			Interest Rate
Balance - December 31, 2021	$	363,336			4	%
Borrowings during the three months ended March 31, 2022		8,334			-
Repayments		(29,590	)		-
Balance – March 31, 2022	$	342,080			4	%

Accounts payable consists of the following:
	As of			As of
	March 31,			December 31,
	2022			2021

Accounts Payable	$	887,488		$	863,061

Total accounts payable	$	887,488		$	863,061

	Principal			Interest Rate
Balance - December 31, 2020	$	402,203			4	%
Borrowings during the nine months ended September 30, 2021		85,583			-
Accrued interest
Repayments		(124,843	)		-
Balance – September 30, 2021	$	362,943			4	%

F-11

Table of Contents

~~Accounts~~(A) ~~payable~~Convertible ~~consists of the following:~~Debt

	As of		As of
	September 30,		December 31,
	2021		2020
Accounts Payable	$	835,012	$	814,239
Total accounts payable	$	835,012	$	814,239

On December 20, 2019, the Company removed the variable component and penalties related to its convertible debt and made it a fixed price.

(A) Convertible Debt

Convertible debt consisted of the following activity and terms:

Convertible Debt Balance as of December 31, 2021	$	5,940,429	4%-12%
Borrowing		50,000	6%-8%
Convertible Debt Balance as of March 31, 2022	$	5,990,429	4%-12%

On ~~December~~March 2028, ~~2019~~2022, the Company ~~removed~~issued a convertible promissory note in the ~~variable~~amount ~~component~~of ~~and~~$5,000. The ~~penalties~~note ~~related~~carries toa ~~its~~rate ~~convertible~~of ~~debt~~8% and ~~made~~is itdue on September 28, 2022. The note further contains a provision that the lender may convert any part of the note, including accrued interest, that is unpaid into the Company’s common stock at a fixed ~~price~~rate.

~~F-11~~On ~~Table~~March 1, 2022, the Company issued a convertible promissory note in the amount of ~~Contents~~$15,000. The note carries a rate of 8% and is due on September 1, 2022. The note further contains a provision that the lender may convert any part of the note, including accrued interest, that is unpaid into the Company’s common stock at a fixed rate.

Convertible debt consisted of the following activity and terms:
Convertible Debt Balance as of December 31, 2020 Borrowings	$	6,160,429		4%-12%
Conversions ($0.0008 per share)		(220,000	)
Convertible Debt Balance as of September 30, 2021	$	5,940,429

On February 11, 2022, the Company issued two convertible promissory notes in the amount of $15,000 each. The note carries a rate of 6% and is due on August 11, 2022. The note further contains a provision that the lender may convert any part of the note, including accrued interest, that is unpaid into the Company’s common stock at a fixed rate.

(D) Line of Credit - Related Party

During the ~~nine~~three months ended ~~September~~March ~~30, 2021, the principal stockholder has advanced $85,583 and accrued $11,698 in interest and was repaid $124,843. During the year ended December~~ 31, ~~2020~~2022, the principal stockholder has advanced $898,~~655~~334 and accrued $153,~~698~~586 in interest and was repaid $7129,~~453~~590.

The line of credit balance and accrued interest as of ~~September~~March 3031, ~~2021~~2022 and December 31, ~~2020~~2021 is $~~408~~342,~~821~~080 and $~~436~~363,~~373~~336, respectively.

NOTE 4 STOCKHOLDERS’ DEFICIT

Common Stock

On ~~March~~April 820, 2021, the Company ~~entered~~issued ~~into a conversion agreement executed by a note holder for 275~~20,000,000 shares ~~based~~of onits common stock with a ~~conversion~~fair ~~price~~value of $60,000 ($0.~~0008~~003 ~~per~~ /share) inbased ~~exchange~~on ~~for~~the ~~$220,000~~most ~~convertible~~recent ~~loan~~market ~~balance~~value.

OnStock ~~April 20, 2021, the Company issued 20,000,000 shares of its common stock with a fair value of $60,000 ($0.003 /share) based on the most recent market value.~~ Warrants

~~Stock~~The ~~Warrants~~Company had no outstanding and exercisable warrants as of March 31, 2022 and December 31, 2021.

~~The~~Stock ~~Company had no outstanding and exercisable warrants as of September 30, 2021 and December 31, 2020.~~Options

~~Stock~~The ~~Options~~Company had no outstanding and exercisable stock options as of March 31, 2022 and December 31, 2021.

~~The~~NOTE ~~Company~~5 ~~had~~COMMITMENTS noAND ~~outstanding and exercisable stock options as of September 30, 2021 and December 31, 2020.~~CONTINGENCIES

~~NOTE~~On 5March ~~COMMITMENTS~~4, ~~AND~~2021, ~~CONTINGENCIES~~the Company signed a 10-year exclusive licensing agreement with TIP Solutions (Licensee) to implement the MAXD HD Audio Source Code into their mobile phone app and platforms. The Licensee was granted an exclusive license of MAX-D HD audio technology for an annual payment of $100,000 or $25,000 paid quarterly for up to 10 years.

OnThe ~~March~~agreement 4,also ~~2021,~~calls ~~the~~for ~~Company signed~~ a ~~10-year~~license ~~exclusive~~fee ~~licensing~~split ~~agreement~~in ~~with~~the ~~TIP~~event ~~Solutions (Licensee) to implement~~ the ~~MAXD~~following HD Audio Source Code into their mobile phone app and platforms. The Licensee was granted an exclusive license of MAX-D HD audio technology for an annual payment of $100,000 or $25,000 paid quarterly for up to 10 years.occurs:

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

	5.	If Licensor is TIP - 20% of total license revenue received by TIP will be paid to Max Sound within 30 days of such receipts.

	6.	If the Licensor is Max Sound and combined with TIP Solutions Smart Call Assistant, 20% of total license revenue received by Max Sound will be paid to TIP within 30 days.

	·	If Licensor is TIP - 20% of total license revenue received by TIP will be paid to Max Sound within 30 days of such receipts.
	·	If the Licensor is Max Sound and combined with TIP Solutions Smart Call Assistant, 20% of total license revenue received by Max Sound will be paid to TIP within 30 days.

F-12

Table of Contents

~~F-12~~On ~~Table~~March of10, ~~Contents~~2021, the Company received a $100,000 payment from the Licensee.

On March 1023, 2021, the Company ~~received~~signed a 10-year exclusive licensing agreement with Formula 4 Protocol (Licensee) to implement the MAXD HD Audio Source Code into their mobile phone app and platforms. The Licensee was granted an exclusive license of MAX-D HD audio technology for an annual payment of $100,000 ~~payment~~or ~~from~~$25,000 ~~the~~paid ~~Licensee~~quarterly for up to 10 years.

OnThe ~~March~~agreement ~~23,~~also ~~2021,~~calls ~~the~~for ~~Company signed~~ a ~~10-year~~license ~~exclusive~~fee ~~licensing~~split ~~agreement~~in ~~with~~the ~~Formula~~event ~~4 Protocol (Licensee) to implement~~ the ~~MAXD~~following HD Audio Source Code into their mobile phone app and platforms. The Licensee was granted an exclusive license of MAX-D HD audio technology for an annual payment of $100,000 or $25,000 paid quarterly for up to 10 years.occurs:

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

	1.	If Licensor is Formula 4 Protocol - 20% of total license revenue received by Formula 4 Protocol will be paid to Max Sound within 30 days of such receipts.

	2.	If the Licensor is Max Sound and combined with Formula 4 Protocol, 20% of total license revenue received by Max Sound will be paid to Formula 4 Protocol within 30 days.

	·	If Licensor is Formula 4 Protocol - 20% of total license revenue received by Formula 4 Protocol will be paid to Max Sound within 30 days of such receipts.
	·	If the Licensor is Max Sound and combined with Formula 4 Protocol, 20% of total license revenue received by Max Sound will be paid to Formula 4 Protocol within 30 days.

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

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

~~NOTE~~On 6June ~~LITIGATION~~1, 2016, the Company was named as a defendant in an action filed in the Superior Court of the State of California, County of Los Angeles – Central District, captioned Adli Law Group, PC v. Max Sound Corporation (Case No. BC621886). Plaintiff alleges two causes of action for Breach of Contract and a cause of action for Common Counts, all arising out of the Company’s alleged failure to pay for Plaintiff’s legal services. Even though the Company was never served with the Complaint, default was entered against the Company. The Default has been set aside and the Company has responded to the Complaint with an Answer and Cross-Complaint for Breach of Contract, Professional Negligence, Breach of Fiduciary Duty, Conversion, and Fraud, due to the fact, that among other things, Adli Law reassigned the Company's primary patent to itself. The parties had begun the discovery phase of the litigation and the Judge had set a status hearing for January 19, 2018. On June 1, 2018, Adli filed a motion for summary judgment on numerous issues.

OnOne ~~June~~issue 1,raised ~~2016,~~by ~~the Company was named as a defendant in an action filed in the Superior Court of the State of California, County of Los Angeles – Central District, captioned~~ Adli ~~Law Group, PC v. Max Sound Corporation~~ (~~Case~~at ~~No.~~the ~~BC621886).~~very ~~Plaintiff~~end ~~alleges two causes~~ of ~~action~~their ~~for~~motion ~~Breach~~and ofin ~~Contract~~only ~~and~~ a ~~cause~~single ofparagraph) ~~action for Common Counts, all arising out of the Company’s alleged failure to pay for Plaintiff’s legal services. Even though the Company~~ was ~~never~~that ~~served~~Max ~~with~~Sound ~~the Complaint, default~~ was ~~entered~~a ~~against~~forfeited ~~the~~corporation ~~Company. The Default has been set aside~~ and ~~the Company has responded to the Complaint with an Answer and Cross-Complaint for Breach of Contract~~thus, ~~Professional~~“is ~~Negligence,~~foreclosed ~~Breach~~from ofprosecuting ~~Fiduciary~~any ~~Duty,~~action ~~Conversion,~~in ~~and~~California ~~Fraud,~~courts.” ~~due to the fact, that among other things,~~ Adli ~~Law~~did ~~reassigned~~not ~~the~~raise ~~Company's~~this ~~primary~~issue ~~patent~~before tofiling ~~itself.~~its ~~The parties had begun the discovery phase of the litigation and the Judge had set a status hearing for January 19, 2018~~papers. OnMax ~~June~~Sound’s 1counsel, ~~2018,~~SML ~~Adli filed a motion for summary judgment on numerous issues.~~Avvocati,

One issue raised by Adli (at the very end of their motion and in only a single paragraph) was that Max Sound was a forfeited corporation and thus, “is foreclosed from prosecuting any action in California courts.” Adli did not raise this issue before filing its papers. Max Sound’s counsel, SML Avvocati, P.C. had since learned that the California Franchise Tax Board contended that Max Sound owed back taxes, hence the forfeiture. Max Sound hired a CPA tax specialist to assist with paying its outstanding taxes which the state finally agreed were approximately $8,000 instead of the $340,000 the state had arbitrarily wrongly calculated and the Company sought to obtain a revivor to cure its forfeited status and thus be able to regain its ability to both defend itself in this action and prosecute its counterclaims.

However, despite working diligently with the hope of resolving this issue before the summary judgment motion hearing set for September 6, 2018, Max Sound had not resolved its issues with the state of California and had not yet obtained a revivor. As a result of this issue and glaring mistakes by the Company’s Counsel SML Avvocati, Max Sound had to respectfully request that the court grant a stay in the proceedings until Max Sound was able to obtain a revivor or, in the alternative, a continuance of all proceedings. A stay or continuance was necessary because Max Sound’s counsel would not be able to respond to the pending summary judgment motion (or any other substantive proceeding), and Max Sound would be unable to defend itself against this action or prosecute its cross-complaint until Max Sound’s forfeited status was cured. The court provided a summary default judgment in favor of Adli one day before Max Sound obtained a revivor.

In response, the Company hired Klapach & Klapach, P.C. who filed an application for an extension to file an opening brief. The extension was granted, and the opening brief was filed April 26, 2019. Adli responded with a Respondent Brief, Appendix and Motion to Augment. Max Sound’s counsel filed a reply brief.

InF-13 ~~the~~Table ~~conclusion~~ of ~~the brief, Max Sound’s counsel Mr. Klapach stated:~~Contents

~~“The~~In ~~trial court committed error in granting summary judgment in~~ the ~~Adli~~conclusion ~~Firm’s favor. Based on the Adli Firm’s own evidence, there were triable issues~~ of ~~fact regarding~~ the ~~Adli Firm’s claims for unpaid fees. With respect to the Steele Litigation~~brief, nearly all of the unpaid invoices that the Adli Firm sought to recover were for legal services that were separately billed to Mr. Trammell for Mr. Trammell, Mr. Wolff, and Audio Genesis’s defense. The record also reflects that Dr. Adli orally agreed to look solely to Mr. Trammell and Mr. Wolff for payment of the Adli Firm’s fees. With respect to the patent prosecution representation, triable issues of fact existed as to whether the Adli Firm’s admitted error in identifying itself – instead of Max Sound ~~– as the assignee of the MAXD patent was a material breach that excused Max Sound~~’s ~~performance~~counsel ~~and/or entitled Max Sound to set off~~Mr. ~~With~~Klapach respect to the Cross-Complaint, the trial court erred in concluding that Max Sound lacked the capacity to sue when Max Sound had presented the court with a Certificate of Revivor prior to the summary judgment hearing. The trial court also erred in refusing to grant Max Sound a short continuance so that it could pay its outstanding taxes and obtain a Certificate of Revivor.”stated:

No“The ~~assurance~~trial ~~can~~court becommitted ~~given~~error asin granting summary judgment in the Adli Firm’s favor. Based on the Adli Firm’s own evidence, there were triable issues of fact regarding the Adli Firm’s claims for unpaid fees. With respect to the ~~ultimate~~Steele ~~outcome~~Litigation, nearly all of ~~these~~the ~~actions~~unpaid orinvoices ~~their~~that ~~effect~~the onAdli Firm sought to recover were for legal services that were separately billed to Mr. Trammell for Mr. Trammell, Mr. Wolff, and Audio Genesis’s defense. The record also reflects that Dr. Adli orally agreed to look solely to Mr. Trammell and Mr. Wolff for payment of the ~~Company~~Adli ~~however~~Firm’s fees. With respect to the ~~Company~~patent isprosecution ~~confident~~representation, ittriable ~~will~~issues ~~receive~~of afact ~~reversal~~existed as to whether the Adli Firm’s admitted error in identifying itself – instead of Max Sound – as the ~~Summary~~assignee ~~Judgment~~of the MAXD patent was a material breach that excused Max Sound’s performance and/or ~~ultimately~~entitled ~~succeed~~Max Sound to set off. With respect to the Cross-Complaint, the trial court erred in ~~its~~concluding ~~cross~~that ~~complaint~~Max ~~against~~Sound lacked the ~~Adli~~capacity ~~Firm~~to sue when Max Sound had presented the court with a Certificate of Revivor prior to the summary judgment hearing. The trial court also erred in refusing to grant Max Sound a short continuance so that it could pay its outstanding taxes and obtain a Certificate of Revivor.”

~~F-13~~No ~~Table~~assurance can be given as to the ultimate outcome of ~~Contents~~these actions or their effect on the Company however the Company is confident it will receive a reversal in of the Summary Judgment and ultimately succeed in its cross complaint against the Adli Firm.

~~NOTE~~On September 2, 2021, the honorable Judge Latham of the United States Bankruptcy Court Southern District of California, approved a global settlement in the Chapter's 11 and 7 ~~SUBSEQUENT~~bankruptcy ~~EVENTS~~filing (case number 20-01894) of Greg Halpern - Max Sound Founder and CEO. Although there are more motions and procedures still to be completed over the next few months, we believe this is an extremely positive outcome to our future. In addition, there are ongoing positive discussions with Google on their related claim that we expect to result in an outcome economically beneficial to the company and its founder.

~~Subsequent~~NOTE to7 ~~September~~SUBSEQUENT ~~30, 2021, the principal stockholder has advanced $5,890 and was repaid $6,897 under the terms of the line of credit.~~EVENTS

~~After~~On aDecember ~~final~~13, ~~phase~~2021, ofthe ~~due~~company ~~diligence~~entered ~~completed~~into onan ~~November~~exclusive 12Sales, ~~2021,~~Marketing ~~Max~~and ~~Sound~~Distribution ~~discovered~~Partnership ~~the~~Agreement ~~assets~~to ~~claimed~~work byin ~~Hende~~an ~~were~~enterprise ~~indeed~~known ~~not~~as ~~directly~~InGroundAssets ~~owned.~~in ~~Since~~partnership awith ~~deal~~Jose ~~was~~Ignacio ~~contingent~~Natera onRamirez. ~~value~~The ~~and~~Company ~~contacts~~acquired ~~that~~certain ~~could~~rights beto ~~verified~~assets ~~but~~that ~~ultimately~~can ~~proved~~be ~~unverifiable,~~harvested ~~we’ve~~in ~~gone~~Mexico in aexchange ~~different~~for ~~direction~~300 ~~and~~million ~~terminated~~shares of the ~~acquisition~~Company. ~~Because~~As weof ~~couldn’t~~the ~~document~~date ~~Hende’s~~of ~~direct~~this ~~ownership~~filing, wethis ~~are~~agreement ~~unable~~has tonot ~~completely~~been ~~any~~finalized ~~relationship~~and ~~mechanically~~the shares have not yet been issued.

~~Nonetheless,~~On weApril ~~established~~8, ~~some~~2022, ~~presence in~~ the ~~relevant~~Company ~~markets~~entered ~~for~~into ~~the~~a ~~concept~~conversion ~~car~~agreement ~~that~~executed ~~Max~~by ~~Sound~~a ~~was~~note ~~instrumental~~holder ~~in creating. Max Sound has also sponsored Hende at the top 100 leaders in transportation event where the company was awarded~~ for ~~its~~473,333,333 ~~innovative~~shares ~~design.~~based Weon ~~intend to do~~ a ~~redesign~~conversion ~~including~~price anof ~~upgraded audio solution for the supercar~~$0.00045 ~~The~~per ~~car~~share ~~will~~in beexchange ~~a showcase~~ for ~~new~~$213,000 ~~technology~~convertible ~~that~~loan ~~can be licensed to other manufacturers~~balance. ~~We have no intention to be a manufacturer.~~

~~The~~On ~~resources~~April to11, ~~build~~2022, ~~this~~the isCompany ~~expected~~issued toa beconvertible ~~available~~promissory ~~sometime~~note in the ~~first~~amount ~~quarter~~of $15,000. The Nonote ~~further~~carries ~~information~~a ~~can~~rate beof ~~provided~~8% atand ~~this~~is ~~time~~due ~~because~~on weOctober ~~have~~11, ~~yet~~2022. toThe ~~value~~note infurther ~~dollars~~contains ~~and~~a ~~cents~~provision that the ~~investment~~lender ofmay ~~these~~convert ~~projects~~any orpart ~~any~~of ~~future~~the ~~budgeting~~note, ~~which~~including ~~will~~accrued beinterest, ~~refined~~that ~~and~~is ~~established~~unpaid ininto the ~~first~~Company’s ~~quarter~~common ~~2022.~~stock ~~Stay~~at ~~tuned~~a fixed rate.

We previously discussed our development of the precious minerals and metals database project in Africa as well as being negotiated elsewhere that we have named Inground Assets™. This is a paradigm shifting algorithm planned for introduction in QF-1,14 ~~2022~~Table ~~online as a Dutch Auction. Current versions contain and display some or all~~ of ~~the following data on command –~~Contents

~~Historical~~ITEM repositories dating back to 100 years that produce bulletins documenting the exploration of precious minerals and metals, and catalog harvested minerals including what is still available in each mapping2. ~~Each country~~Management's ~~rarest~~Discussion ~~available minerals can be included as well, eg. antimony, tantalite, silver, uranium, emeralds, copper, tungsten, beryllium,~~ and ~~more~~Analysis as well as Location Mapping that identify specific areas with which minerals are still available for harvesting. Generatable short reports on every mineral will be available in each specific areas, precise coordinates of ~~all~~Financial ~~available~~Condition ~~rare metals~~ and ~~minerals,~~Results ~~which includes thousands~~ of recommended targeted dig areas. All Location Mapping areas where Microchipped Raw Materials are reviewable. All tributaries, rivers, and dams in a country are digitized for quick use and analysis, including digitized mapping of mountains, roadways, and deposits of many rare metals and waterways.Operations

OnThe ~~September~~following 2,plan ~~2021,~~of ~~the~~operation ~~honorable~~provides ~~Judge~~information ~~Latham~~which ofmanagement ~~the~~believes ~~United~~is ~~States~~relevant ~~Bankruptcy~~to ~~Court~~an ~~Southern~~assessment ~~District~~and understanding of ~~California,~~our ~~approved~~results aof ~~global~~operations ~~settlement~~and infinancial ~~the~~condition. ~~Chapter's~~The 11discussion should be read along with our financial statements and 7notes ~~bankruptcy~~thereto. ~~filing~~This ~~(case~~section includes a number 20of forward-~~01894)~~looking ofstatements ~~Greg~~that ~~Halpern~~reflect -our ~~Max~~current ~~Sound~~views ~~Founder~~with respect to future events and ~~CEO~~financial performance. ~~Although~~Forward-looking ~~there~~statements are ~~more~~often ~~motions~~identified ~~and~~by ~~procedures~~words ~~still~~like tobelieve, beexpect, ~~completed~~estimate, ~~over~~anticipate, ~~the~~intend, ~~next~~project ~~few~~and ~~months~~similar expressions, weor ~~believe~~words ~~this~~which, isby antheir ~~extremely~~nature, ~~positive~~refer ~~outcome~~ to ~~our~~ future events. InYou ~~addition,~~should ~~there~~not ~~are~~place ~~ongoing~~undue ~~positive~~certainty ~~discussions~~on ~~with~~these ~~Google~~forward-looking onstatements. ~~their~~These ~~related~~forward-looking ~~claim~~statements ~~that~~are wesubject ~~expect~~ to ~~result~~certain inrisks anand ~~outcome~~uncertainties ~~economically~~that ~~beneficial~~could cause actual results to ~~the~~differ ~~company~~materially ~~and~~from ~~its~~our ~~founder~~predictions.

~~F-14 Table of Contents~~Overview

~~ITEM~~MAXD 2.“The ~~Management's~~Consumer ~~Discussion~~Audio ~~and Analysis of Financial Condition and Results of Operations~~Brand”

~~The~~MAX-D ~~following~~is ~~plan~~the ofonly ~~operation~~audio ~~provides~~brand ~~information~~proven ~~which~~over ~~management~~and ~~believes~~over isin ~~relevant~~CONSUMER toTEST anAFTER ~~assessment~~TEST ~~and~~to ~~understanding~~be ofTHE ~~our~~PREFERRED ~~results~~AUDIO ofCHOICE ~~operations~~always ~~and~~chosen ~~financial~~by ~~condition.~~RETAIL ~~The~~CUSTOMER ~~discussion~~BUYERS ~~should~~(YOU be& ~~read~~EVERYONE ~~along~~YOU ~~with~~KNOW). ~~our~~Think ~~financial~~"The ~~statements~~Pepsi ~~and~~Challenge" ~~notes~~According ~~thereto.~~to ~~This~~thousands ~~section~~of ~~includes~~participants, aover ~~number~~the ofpast ~~forward~~several years "MAX-~~looking~~D ~~statements~~just ~~that~~sounds ~~reflect~~better" ~~our~~than ~~current~~whatever ~~views~~listening ~~with~~device ~~respect~~was toused. ~~future~~Bose, ~~events~~Beats, ~~and~~Sony ~~financial~~headphones, ~~performance.~~Harmon ~~Forward-looking~~Kardon ~~statements~~& ~~are~~Bang ~~often~~& ~~identified~~Olufsen byCar ~~words~~Audio ~~like~~Infotainment ~~believe~~Systems, ~~expect,~~Apple ~~estimate,~~Air ~~anticipate~~Pods, ~~intend,~~Samsung ~~project~~Galaxy Mobile Smart Phones and ~~similar~~JBL ~~expressions,~~Speaker orBars ~~words~~are ~~which,~~just bya ~~their~~few ~~nature,~~of ~~refer~~those totested ~~future~~straight ~~events~~up. ~~You~~In ~~should~~the ~~not~~only ~~place~~study ~~undue~~of ~~certainty~~its ontype, ~~these~~the ~~forward-looking~~renowned ~~statements.~~hearing ~~These~~research ~~forward-looking~~center ~~statements~~at ~~are~~the ~~subject~~University toof ~~certain~~Florida ~~risks~~Gainesville ~~and~~Blind ~~uncertainties~~Consumer Study demonstrated that ~~could~~the ~~cause~~significant ~~actual~~majority ~~results~~of toConsumers ~~differ~~preferred ~~materially~~MAX-D ~~from~~at ~~our~~safe ~~predictions~~hearing levels.

~~Overview~~MAXD “The Secret Sauce”

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

~~MAX-D~~4 isTable the only audio brand proven over and over in CONSUMER TEST AFTER TEST to be THE PREFERRED AUDIO CHOICE always chosen by RETAIL CUSTOMER BUYERS (YOU & EVERYONE YOU KNOW). Think "The Pepsi Challenge" According to thousands of participants, over the past several years "MAX-D just sounds better" than whatever listening device was used. Bose, Beats, Sony headphones, Harmon Kardon & Bang & Olufsen Car Audio Infotainment Systems, Apple Air Pods, Samsung Galaxy Mobile Smart Phones and JBL Speaker Bars are just a few of those tested straight up. In the only study of its type, the renowned hearing research center at the University of Florida Gainesville Blind Consumer Study demonstrated that the significant majority of Consumers preferred MAX-D at safe hearing levels.Contents

~~MAXD~~A ~~“The~~MARKET ~~Secret~~FOR ~~Sauce”~~BETTER AUDIO

~~The~~ MAX-D ~~Secret~~HD ~~Sauce~~requires isno anspecial ~~epic proprietary breakthrough and patented-process that uses advanced resynthesis to restore lost~~software, ~~compressed~~no ~~harmonics~~altering ~~and~~of ~~bring true high definition (HD) live sound to digital media without affecting~~ file size or energy consumption. Consumers have shown their love for MAX-D by previously downloading the MAX-D app from both app stores over a million times which occurred with an unprecedented zero marketing dollars campaign. A new Native App to all formats ~~will be launched later in 2021 that will be greatly improved~~ and isdoes ~~expected~~not tochange ~~generate~~the ~~significant~~files ~~revenue for MAX-D and its partners~~size. ~~Late~~Consumers ~~summer~~get ~~and early fall of 2021 will feature~~ the ~~release of the cloud based player version of MAX-D onto high traffic web platforms in mainstream Music~~convenience, ~~TV,~~as ~~Movies,~~well ~~eSports~~as ~~and~~better ~~Online Gaming with many of the brands consumers already know, use and pay for~~audio.

5MAX-D ~~Table of Contents~~BENEFITS:

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

AANYWHERE ~~MARKET~~AUDIO ~~FOR~~CAN ~~BETTER~~GO ~~AUDIO~~SO CAN MAX-D

~~MAX~~MOBILE -D HDCommunication ~~requires~~| noVoice ~~special~~– ~~software,~~Data no| ~~altering of file formats and does not change the files size. Consumers get the convenience, as well as better audio.~~Entertainment

~~MAX~~ENTERTAINMENT -D ~~BENEFITS:~~Music | Movies | Audiobooks | Streaming Content | Live Events

~~· Increases dynamic range, eliminates destructive effects of audio compression with no increase in file size or transmission bandwidth · High~~MULTI-~~resolution~~MEDIA ~~audio reproduction with an omni~~-~~directional~~ ~~sound~~Computing ~~field~~| ~~using~~Gaming ~~only~~| ~~two speakers · “Real” three~~E-dimensional sound field, versus artificial sound field created by competing technologies · More realistic “live performance” quality of all recordings with optimal dynamic range, bass response and overall claritySports

~~ANYWHERE~~CONSUMER ~~AUDIO~~- ~~CAN~~Home GOTheater SO| ~~CAN~~Portable ~~MAX-D~~Audio Players | Live Concert Sound | Automotive

~~MOBILE~~5 -Table ~~Communication~~of ~~| Voice - Data | EntertainmentENTERTAINMENT~~ Contents

-CONSUMERS ~~Music~~WANT |BETTER ~~Movies | Audiobooks | Streaming Content | Live Events MULTI-MEDIA~~ AUDIO

-Consumers ~~Computing~~have |unknowingly ~~Gaming~~sacrificed |better ~~E-Sports~~audio ~~CONSUMER~~quality -for ~~Home~~portable ~~Theater~~convenience. |

~~Portable~~Throughout history, we have attempted to capture, enhance and reproduce audio. During past century almost every generation has used a different audio delivery system and player reproduce audio. Some advancements in "Audio" ~~Players~~were |superior ~~Live~~and ~~Concert~~some ~~Sound~~were |sub-par, ~~Automotive~~most were more convenient but often had inferior quality.

~~CONSUMERS~~The ~~WANT~~most ~~BETTER~~commonly ~~AUDIO~~used digital audio file today is an MP3. The general population has sacrificed the audio quality for convenience.

~~Consumers~~MAX-D ~~have~~DELIVERY ~~unknowingly~~& ~~sacrificed better audio quality for portable convenience.~~IMPLEMENTATION

~~Throughout~~The ~~history,~~MAX-D weprocess ~~have~~is ~~attempted~~the toONLY ~~capture,~~true ~~enhance~~dynamic ~~and~~process ~~reproduce~~with ~~audio.~~the ~~During~~ability ~~past~~to ~~century~~deliver ~~almost~~Pure ~~every~~HD ~~generation~~Audio ~~has~~on ~~used~~existing ahardware ~~different~~in ~~audio~~real ~~delivery system and player reproduce audio~~time. ~~Some~~MAX-D ~~advancements~~consumers inhave ~~"Audio"~~the ~~were~~ability ~~superior~~to ~~and~~“customize” ~~some~~their ~~were~~playback ~~sub~~-~~par,~~ ~~most~~as ~~were~~everyone ~~more~~wants ~~convenient~~to ~~but~~hear ~~often~~their ~~had~~audio ~~inferior quality~~differently.

The ~~most~~MAX-D ~~commonly~~process ~~used digital audio file today~~ is anavailable ~~MP3.~~in ~~The~~four ~~general~~different ~~population~~versions, ~~has~~they ~~sacrificed the audio quality for convenience.~~are:

71. ~~Table~~MAX-D ofCloud ~~Contents~~Player 2. MAX-D Smart Phone App 3. API (Application Program Interface) 4. MAX-D Software Program

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

MAX-D Smart Phone App - The MAX-D ~~process~~APP is ~~the~~used ~~ONLY~~on ~~true~~a ~~dynamic~~Smartphone ~~process~~ with ~~the~~a ~~ability~~least toa ~~deliver~~1 ~~Pure~~GHz HDprocessor. ~~Audio~~Android onand ~~existing~~iOS ~~hardware~~versions will be available in ~~real~~the ~~time~~very near future. ~~MAX~~The APP is a full-Dfeatured ~~consumers~~player ~~have~~with all the ~~ability~~controls toyou ~~“customize”~~would ~~their~~expect. ~~playback~~Included -are: asgenre ~~everyone~~settings ~~wants~~for the consumer to ~~hear~~choose ~~their~~the type of audio, ~~differently~~a bypass for on/off functionality so the consumer can hear and feel the MAX-D difference and a harmonic tone control with three dynamic ranges for further customization.

~~The~~API ~~MAX~~(Application Program Interface) -D ~~process~~Devices is(Original ~~available~~Equipment inManufacturer). ~~four~~The ~~different~~API ~~versions,~~allows ~~they~~the ~~are~~OEM developers to design their own custom interface. NOTE: The genre presets can be customized by MAX SOUND if necessary for specific types or applications.

1. MAX-D ~~Cloud~~Software ~~Player~~Program 2.- The MAX-D ~~Smart~~Software ~~Phone~~program ~~App~~is 3.a ~~API~~able ~~(Application~~to ~~Program~~process ~~Interface)~~audio 4in a fully dynamic fashion. The MAX-D ~~Software~~program ~~Program~~has the ability to simply restore or significantly change any audio, especially compressed formats. Now any user can experience clean, clear, dynamically enhanced audio, without the need to encode/decode or use proprietary formats. Existing hardware is able to play HD Audio using any one of our products

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

MAX-D ~~Smart~~IS ~~Phone~~NOT ~~App~~JUST -ABOUT ~~The~~AUDIO MAX-D APP is used on a Smartphone with a least a 1 GHz processor. Android and iOS versions will be available in the very near future. The APP is a full-featured player with all the controls you would expect. Included are: genre settings for the consumer to choose the type of audio, a bypass for on/off functionality so the consumer can hear and feel the MAX-D difference and a harmonic tone control with three dynamic ranges for further customization.

~~API~~Max ~~(Application~~Sound ~~Program~~Corporation ~~Interface)~~is -a ~~Devices~~technology ~~(Original~~company ~~Equipment~~that ~~Manufacturer).~~works ~~The~~to ~~API~~bring ~~allows~~ the ~~OEM~~best ~~developers~~innovations toof ~~design~~small ~~their~~business ~~own~~to ~~custom~~the ~~interface~~global stage. From ~~NOTE:~~HD-Video ~~The~~transmission ~~genre~~codecs, ~~presets~~to ~~can~~Perpetual beEnergy ~~customized~~Inventions, byeverything ~~MAX~~does ~~SOUND~~better ifwhen ~~necessary~~it’s ~~for~~taken ~~specific~~to ~~types~~the ~~or applications~~MAX.

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

~~MAX-D~~The ISMovie ~~NOT~~Studio ~~JUST~~(OTTC ~~ABOUT~~– ~~AUDIO~~MVES)

~~Max~~1. The ~~Sound~~Movie ~~Corporation~~Studio is afocused ~~technology~~on ~~company~~the ~~that~~independent ~~works~~motion topicture ~~bring~~content ~~the~~sector ~~best~~as ~~innovations~~a disruptor of ~~small~~the ~~business~~Hollywood tomodel ~~the~~and ~~global~~operates ~~stage.~~as ~~From~~a ~~HD-Video~~vertically ~~transmission~~integrated ~~codecs,~~motion topicture ~~Perpetual~~and ~~Energy~~reality ~~Inventions~~show production and distribution company, ~~everything~~as ~~does~~well ~~better~~as ~~when~~a ~~it’s~~movie ~~taken~~streaming toservice and a first-mover digital disruptor operating an over-the-top ~~MAX~~(“OTT”) platform and blockchain platform for foreign licensing of content for distribution.

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

3. MAX-D’s Partnership with The Movie Studio ~~(OTTC~~Opens up the movie streaming market for MAX-D ~~MVES)~~HD Audio. This will open the gates to future partnerships in the industry (ie. Netflix, Hulu, Peacock etc.)

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

81. SongSecure ~~Table~~is the first ever decentralized software platform designed to enable musicians and music producers with the ability to streamline the process of ~~Contents~~protecting their original content in the quickest, easiest, most secure, and most affordable way.

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

3. ~~MAX-D’s~~Trusted ~~Partnership~~by ~~with~~thousands ~~The~~of ~~Movie~~musicians ~~Studio~~worldwide, ~~Opens~~securing upover ~~the~~50,000 ~~movie~~songs ~~streaming~~which ~~market~~included ~~for~~Grammy ~~MAX-D~~award ~~HD Audio~~winners. This ~~will~~is ~~open~~MAX-D’s ~~the~~foot ~~gates to future partnerships~~ in the ~~industry~~door ~~(ie.~~to ~~Netflix,~~the ~~Hulu,~~entire ~~Peacock~~music ~~etc~~industry.)

~~Song Secure~~ ViBelt

1. ViBelt ~~SongSecure~~ is the ~~first~~developer ~~ever~~and ~~decentralized~~owner ~~software~~of ~~platform~~a ~~designed~~patented toHAPTIC ~~enable~~FEEDBACK ~~musicians~~technology ~~and~~which ~~music~~provides ~~producers~~users with ~~the~~vibrational ~~ability~~and toforce ~~streamline~~feedback that responds to the ~~process~~media ofsource. This ~~protecting~~brings ~~their~~users ~~original~~deeper ~~content~~into intheir ~~the~~media ~~quickest~~experience, ~~easiest,~~providing ~~most~~a ~~secure,~~“4th ~~and~~Dimension” ~~most~~of ~~affordable~~sensory ~~way~~experience.

2. MAX-D will beacquire ~~implemented~~these ~~into~~patents ~~Song~~and ~~Secures~~bring ~~online~~them ~~platform~~into ~~and~~their ~~streaming~~other ~~services~~deals ~~via~~such ~~the~~as ~~MAX-D~~ESTV, ~~Cloud~~where ~~Player~~haptic ~~and~~feedback ~~will~~in ~~provide~~addition to HD ~~audio~~Audio ~~for~~will ~~all~~bring ofthe ~~their~~ULTIMATE content consumer experience.

3.6 ~~Trusted~~Table ~~by thousands~~ of ~~musicians worldwide, securing over 50,000 songs which included Grammy award winners. This is MAX-D’s foot in the door to the entire music industry.~~ Contents

~~ViBelt~~Hende Moto

1. Hende ~~ViBelt~~Moto is ~~the~~creating ~~developer~~ultra-advanced electric and ~~owner~~hybrid super cars, one for daily institutional use and one for exotic sporting world use. This E-car manufacturer is bringing innovations to Zimbabwe and the Rest of athe ~~patented~~world. ~~HAPTIC~~HENDE ~~FEEDBACK~~MOTO, ~~technology~~will ~~which~~be ~~provides~~the ~~users~~cutting-edge ~~with~~car ~~vibrational~~making technology company based in USA and ~~force~~Africa, ~~feedback~~has developed global strategic partners that ~~responds~~facilitate totaking the ~~media~~big ~~source.~~the ~~This~~5, ~~brings~~redesigning ~~users~~the ~~deeper~~cars ~~into~~to ~~their~~be ~~media~~in ~~experience~~sync with slickness and nature, ~~providing~~developing awithin ~~“4th~~culture ~~Dimension”~~realms of ~~sensory~~innovation ~~experience~~in all continents and fight against digital colonization. Engage locals to be involved in the design process from the onset, protecting the environment.

2. MAX-D ~~will~~HD ~~acquire~~Audio ~~these~~will ~~patents~~be ~~and~~built ~~bring them~~ into ~~their~~every ~~other~~model ~~deals~~of ~~such~~Hende asMoto’s ~~ESTV~~vehicles, ~~where~~bringing ~~haptic~~the ~~feedback~~best inaudio ~~addition~~experience to HDtheir ~~Audio~~users ~~will~~available ~~bring~~in the ~~ULTIMATE content consumer experience~~world.

~~Hende~~Formula ~~Moto~~ 4 Protocol

~~After~~1. Formula a4 ~~final~~Protocol ~~phase~~is ofan ~~due~~online ~~diligence~~life ~~completed~~mastery onand ~~November~~meditation ~~12,~~course ~~2021,~~utilizing ~~Max~~an ~~Sound~~ultra-advanced ~~discovered~~hybrid ~~the~~of ~~assets~~digital ~~claimed~~and byanalog ~~Hende~~stimuli, ~~were~~incorporating ~~indeed~~cybernetics, ~~not~~the ~~directly~~blended ~~owned.~~hypnosis ~~Since~~principles aof ~~deal~~Milton ~~was~~Erickson ~~contingent~~and onDelores ~~value~~Cannon ~~and~~(QHHT), ~~contacts~~as ~~that~~well ~~were~~as ~~unverifiable~~health producing sonic frequencies and multi-layered visualizers, ~~we’ve~~that ~~gone~~are insequenced ato ~~different~~consistently ~~direction~~energize and ~~terminated~~rapidly retrain the ~~acquisition.~~living ~~Because~~ecosystem weto ~~couldn’t~~the ~~document~~highest ~~Hende’s~~form ~~direct~~of ~~ownership~~our positive capabilities, wethe ~~are~~net-effect ~~unable~~of which is to ~~complete~~give ~~any~~each ~~relationship~~Formula ~~mechanically.~~4 practitioner amazing (yet often outrageous sounding results) that manifest daily improvements in health, happiness, abundance, gratitude, love and celebration.

~~Nonetheless, we established some presence in the relevant markets for the concept car that Max Sound was instrumental in creating~~2. ~~Max~~MAX-D ~~Sound~~HD-Audio ~~has~~will ~~also~~be ~~sponsored~~built ~~Hende~~into at the ~~top~~Formula ~~100~~4 ~~leaders~~Protocol inCourse ~~transportation~~material, ~~event~~offering ~~where the company was awarded for its innovative design. We intend to do a redesign including an upgraded~~ audio ~~solution~~that ~~for~~enhances the ~~supercar.~~effects ~~The~~of ~~car~~their ~~will~~out beof athis ~~showcase~~world ~~for new technology that can be licensed to other manufacturers~~meditations. ~~We have no intention to be a manufacturer.~~

~~The~~Tip resources to build this is expected to be available sometime in the first quarter. No further information can be provided at this time because we have yet to value in dollars and cents the investment of these projects or any future budgeting which will be refined and established in the first quarter 2022. Stay tuned. Solutions

91. ~~Table~~ABOUT ofTIP ~~Contents~~SOLUTIONS, INC. (TIP)

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

12. Partnering ~~Formula~~with 4TIP ~~Protocol~~opens ~~is an online life mastery and meditation course utilizing an ultra~~MAX-~~advanced~~D ~~hybrid~~up ofto ~~digital and analog stimuli, incorporating cybernetics,~~ the ~~blended~~worldwide ~~hypnosis~~smartphone ~~principles~~market ~~of Milton Erickson~~ and ~~Delores~~deeper ~~Cannon~~collaboration ~~(QHHT),~~with asQualcomm ~~well~~through ~~as health producing sonic frequencies and multi-layered visualizers, that are sequenced to consistently energize and rapidly retrain~~ the ~~living~~development ~~ecosystem to the highest form~~ of ~~our positive capabilities,~~ the ~~net-effect~~Snapdragon of800 ~~which~~Series ~~is to give each Formula 4 practitioner amazing (yet often outrageous sounding results) that manifest daily improvements in health, happiness, abundance, gratitude, love and celebration~~Chip.

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

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

1.The ~~ABOUT~~Company ~~TIP~~believes ~~SOLUTIONS,~~that ~~INC.~~Max ~~(TIP)~~Sound HD Audio Technology is a game changer for several vertical markets whose demand will create revenue opportunities in 2021.

~~TIP~~On ~~Solutions~~March is4, a2021, ~~transformative~~the ~~market~~Company ~~innovator~~signed ~~providing~~a ~~cutting~~10-year ~~edge~~exclusive ~~applications~~licensing ~~now~~agreement ~~becoming~~with ~~accessible~~TIP bySolutions ~~Android~~(Licensee) ~~Smartphone~~to ~~users~~implement ~~worldwide.~~the ~~TIP~~MAXD isHD ~~committed~~Audio toSource ~~change~~Code ~~the~~into ~~way~~their ~~the~~mobile ~~world~~phone ~~uses,~~app ~~manages~~ and ~~answers~~platforms. ~~billions~~The ofLicensee ~~mobile~~was ~~devices~~granted byan ~~providing~~exclusive ~~unique~~license ~~phone~~of ~~functionality~~MAX-D ~~enabling~~HD ~~rapid~~audio ~~responses,~~technology ~~improved~~for ~~productivity,~~an ~~with~~annual ~~refined~~payment ~~and~~of ~~effective~~$100,000 ~~communication~~or $25,000 ~~that~~paid ~~match~~quarterly ~~today's~~for ~~constantly~~up ~~accelerating~~to ~~technological~~10 ~~advances~~years.

2.The ~~Partnering~~agreement ~~with~~also ~~TIP~~calls ~~opens~~for ~~MAX-D~~a uplicense tofee ~~the~~split ~~worldwide~~in ~~smartphone market and deeper collaboration with Qualcomm through~~ the ~~development~~event of the ~~Snapdragon~~following ~~800 Series Chip.~~occurs:

~~Plan~~• If Licensor is TIP – 20% of ~~Operation~~total license revenue received by TIP will be paid to Max Sound within 30 days of such receipts.

We• ~~began~~If ~~our operations on October 8, 2008, when we purchased~~ the ~~Form~~Licensor 10is ~~Company~~Max ~~from~~Sound ~~the previous owners. Since that date, we have conducted financings to raise initial start-up money for the building of our internet search engine~~ and ~~social~~combined ~~networking~~with ~~website~~TIP ~~and~~Solutions toSmart ~~start~~Call ~~our operations. In 2011~~Assistant, ~~the~~20% ~~Company shifted the focus~~ of ~~its~~total ~~business~~license ~~operations~~revenue ~~from~~received ~~their~~by ~~social networking website to the marketing of the~~ Max Sound HDwill ~~Audio~~be ~~Technology~~paid ~~and in 2014 the Company began litigations against Google and others for infringement of its technologies and associated legal rights~~ to ~~the~~TIP ~~various~~within ~~proprietary~~30 ~~technologies~~days.

~~The~~On ~~Company~~March ~~believes~~9, ~~that~~2021, ~~Max~~the ~~Sound~~Company HDreceived ~~Audio Technology is~~ a ~~game~~$100,000 ~~changer~~payment ~~for~~from ~~several~~the ~~vertical markets whose demand will create revenue opportunities in 2021~~Licensee.

On March 423, 2021, the Company signed a 10-year exclusive licensing agreement with ~~TIP~~Formula ~~Solutions~~4 Protocol (Licensee) to implement the MAXD HD Audio Source Code into their mobile phone app and platforms. The Licensee was granted an exclusive license of MAX-D HD audio technology for an annual payment of $100,000 or $25,000 paid quarterly for up to 10 years.

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

	·	If Licensor is TIP - 20% of total license revenue received by TIP will be paid to Max Sound within 30 days of such receipts.
	·	If the Licensor is Max Sound and combined with TIP Solutions Smart Call Assistant, 20% of total license revenue received by Max Sound will be paid to TIP within 30 days.

•

If Licensor is Formula 4 Protocol – 20% of total license revenue received by Formula 4 Protocol will be paid to Max Sound within 30 days of such receipts.

On• ~~March~~If 9,the ~~2021~~Licensor is Max Sound and combined with Formula 4 Protocol, ~~the~~20% ~~Company~~of total license revenue received aby ~~$100,000~~Max ~~payment~~Sound ~~from~~will ~~the~~be ~~Licensee~~paid to Formula 4 Protocol within 30 days.

10On ~~Table~~March of23, ~~Contents~~2021, the Company received a $150,000 payment from the Licensee.

OnWe ~~March~~expect ~~23,~~our ~~2021,~~financial requirements to increase with the ~~Company~~additional ~~signed~~expenses aneeded ~~10-year~~to ~~exclusive~~market ~~licensing~~and ~~agreement~~promote ~~with~~the ~~Formula~~MAX-D 4HD ~~Protocol~~Audio ~~(Licensee)~~Technology. We plan to ~~implement~~fund ~~the~~these ~~MAXD~~additional HDexpenses ~~Audio~~through ~~Source~~financings ~~Code~~and ~~into~~through ~~their~~loans ~~mobile~~from ~~phone~~our ~~app~~stockholders and/or ~~platforms.~~officers ~~The~~based ~~Licensee~~on ~~was~~existing ~~granted~~lines anof ~~exclusive~~credit ~~license~~and ofwe are ~~MAX-D~~also HDconsidering ~~audio~~various ~~technology~~private ~~for~~funding anopportunities ~~annual~~until ~~payment~~such oftime ~~$100,000~~that orour ~~$25,000~~revenue ~~paid~~stream ~~quarterly~~is ~~for~~adequate upenough to 10provide ~~years~~the necessary funds.

~~The~~7 ~~agreement~~Table ~~also~~of ~~calls for a license fee split in the event the following occurs:~~Contents

	·	If Licensor is Formula 4 Protocol - 20% of total license revenue received by Formula 4 Protocol will be paid to Max Sound within 30 days of such receipts.
	·	If the Licensor is Max Sound and combined with Formula 4 Protocol, 20% of total license revenue received by Max Sound will be paid to Formula 4 Protocol within 30 days.

Results of Operations

OnFor ~~March 23, 2021,~~ the ~~Company~~three ~~received~~months aended ~~$150~~March 31,~~000~~ ~~payment~~2022 ~~from~~and ~~the Licensee~~2021.

WeRevenues: ~~expect~~During ~~our~~the ~~financial~~three ~~requirements~~months toended ~~increase~~March ~~with~~31, ~~the~~2022 ~~additional~~, ~~expenses~~we ~~needed~~realized to$0 ~~market~~of ~~and~~revenues ~~promote~~from ~~the~~our ~~MAX-D HD Audio Technology~~business. WeDuring ~~plan~~the tothree ~~fund~~months ~~these~~ended ~~additional~~March ~~expenses~~31, ~~through~~2021, ~~financings~~we ~~and~~realized ~~through~~$251,000 ~~loans~~of revenues from our ~~stockholders~~business. ~~and/or~~The ~~officers~~change ~~based~~in onrevenues ~~existing~~between ~~lines~~the ofquarter ~~credit~~ended ~~and~~March we31, ~~are~~2022 ~~also~~and ~~considering~~2021 ~~various~~was ~~private~~a ~~funding~~decrease ~~opportunities~~of ~~until~~$251,000 ~~such~~or ~~time~~100% ~~that~~as ~~our~~a ~~revenue~~result ~~stream~~of isthe ~~adequate~~licensing ~~enough~~agreements toentered ~~provide~~into during the ~~necessary~~three ~~funds~~months ended March 31, 2021.

~~Inground~~General ~~Assets™~~and Administrative Expenses: Our general and administrative expenses were $39,543 for the three months ended March 31, 2022 and $18,161 for the three months ended March 31, 2021, representing an increase of $21,382 or approximately 118%, as a result of an increase in the general operation of the Company.

WeProfessional ~~previously~~Fees: ~~discussed~~Our ~~our~~professional ~~development~~fees ofwere ~~the~~$18,700 ~~precious~~for ~~minerals~~the ~~and~~three ~~metals~~months ~~database~~ended ~~project~~March in31, ~~Africa~~2022 asand ~~well~~$4,000 asfor ~~being~~the ~~negotiated~~three ~~elsewhere~~months ~~that~~ended weMarch ~~have~~31, ~~named~~2021, ~~Inground~~representing ~~Assets™.~~an ~~This~~increase isof a$14,700 ~~paradigm~~or ~~shifting~~approximately ~~algorithm~~368%, ~~planned~~an ~~for~~increase ~~introduction~~ in ~~Q-1,~~professional ~~2022~~fees ~~online~~was asmostly aattributable ~~Dutch~~to ~~Auction.~~fees ~~Current~~attributable ~~versions~~in ~~contain~~connection ~~and~~with ~~display~~filings ~~some~~with ~~or all of~~ the ~~following~~Securities ~~data~~and onExchange ~~command –~~ Commission.

~~Historical~~Compensation: ~~repositories~~Our ~~dating~~compensation ~~back~~expenses towere ~~100~~$72,000 ~~years~~for ~~that produce bulletins documenting~~ the ~~exploration~~three ofmonths ~~precious~~ended ~~minerals~~March ~~and metals~~31, 2022 and ~~catalog harvested minerals including what is still available in each mapping. Each country's rarest available minerals can be included as well~~$72,000 ~~eg.~~for ~~antimony,~~the ~~tantalite,~~three ~~silver,~~months ~~uranium,~~ended ~~emeralds,~~March ~~copper~~31, ~~tungsten~~2021, ~~beryllium,~~representing ~~and~~change more as well as Location Mapping that identify specific areas with which minerals are still available for harvesting. Generatable short reports on every mineral will be available in each specific areas, precise coordinates of ~~all available rare metals and minerals~~$0, ~~which~~or ~~includes~~approximately ~~thousands of recommended targeted dig areas. All Location Mapping areas where Microchipped Raw Materials are reviewable. All tributaries~~0%, ~~rivers,~~as ~~and dams in~~ a ~~country~~result ~~are~~of ~~digitized~~our ~~for~~expensing ~~quick use and analysis, including digitized mapping~~ of ~~mountains,~~monthly ~~roadways,~~compensation ~~and~~to ~~deposits~~our ofmanagement ~~many rare metals~~ and ~~waterways~~employees.

~~Ongoing~~Net ~~Discussions~~Loss: ~~with~~The ~~Google~~Company's net loss from operations was $381,004 during the three months ended March 31, 2022 as compared to $96,881 for the three months ended March 31, 2021. The increase was primarily due to decrease in licensing revenue during the three months ended March 31, 2022, and an increase in operating expenses

OnLiquidity ~~September 2, 2021, the honorable Judge Latham of the United States Bankruptcy Court Southern District of California, approved a global settlement in the Chapter's 11~~ and 7Capital bankruptcy filing (case number 20-01894) of Greg Halpern - Max Sound Founder and CEO. Although there are more motions and procedures still to be completed over the next few months, we believe this is an extremely positive outcome to our future. In addition, there are ongoing positive discussions with Google on their related claim that we expect to result in an outcome economically beneficial to the company and its founder. Resources

~~Results~~Revenues for the three months ended March 31, 2022 and 2021, were $0 and $251,000 respectively. We have an accumulated deficit of ~~Operations~~$84,748,301 for the period from December 9, 2005 (inception) to March 31, 2022 and cash used in operations of $28,308 for the three months ended March 31, 2022.

~~For~~Our financial statements have been presented on the ~~three~~basis ~~months~~that ~~ended~~it ~~September~~is 30a going concern, ~~2021~~which contemplates the realization of revenues from our subscriber base and ~~2020~~the satisfaction of liabilities in the normal course of business. We have incurred losses from inception. These factors raise substantial doubt about our ability to continue as a going concern.

~~Revenues:~~From ~~During~~our ~~the~~inception ~~three~~through ~~months~~March ~~ended September 30~~31, ~~2021~~2022, weour ~~realized~~primary ~~$37,000~~source of ~~revenues~~funds ~~from~~has ~~our~~been ~~business.~~the ~~During~~proceeds ~~the~~of ~~three~~private ~~months~~offerings ~~ended~~of ~~September~~our 30common stock, ~~2020~~private financing, weand ~~realized~~loans $0from ofstockholders. ~~revenues~~Our need to obtain capital from ~~our~~outside ~~business.~~investors ~~The~~is ~~change~~expected into ~~revenues~~continue ~~between~~until ~~the~~we ~~quarter~~are ~~ended~~able ~~September~~to 30achieve profitable operations, ~~2021~~if ~~and~~ever. ~~2020~~There ~~was~~is ~~$37,000~~no assurance that management will be successful in fulfilling all or ~~100%~~any elements of its plans.

~~General~~The ~~and~~convertible ~~Administrative~~notes ~~Expenses:~~in ~~Our~~the ~~general~~amount ~~and~~of ~~administrative expenses were~~ $265,~~820~~990,429 ~~for~~outstanding ~~the~~as ~~three~~of ~~months~~March ~~ended September 30~~31, ~~2021~~2022 and $175,~~432~~940,429 for the ~~three~~year ~~months~~ ended ~~September~~December 3031, ~~2020~~2021, ~~representing~~consist anof ~~increase~~the ofdebt ~~$9,388~~holders orwho ~~approximately~~are ~~54%~~entitled, asat atheir ~~result~~option, ofto anconvert ~~increase~~all inor ~~the~~part ~~consulting~~of ~~expense~~the principal and ~~general~~accrued ~~operation~~interest into shares of the Company’s common stock at fixed conversion price.

~~Professional~~Loans ~~Fees: Our professional fees were $24,940 for the three months ended September 30, 2021~~ and ~~$3,800~~Advances ~~for~~– ~~the~~Related ~~three months ended September 30, 2020, representing an increase of $21,140 or approximately 556%, the increase in professional fees was mostly attributable to legal fees.~~Party

~~Compensation:~~During ~~Our compensation expenses were $72,000 for~~ the three months ended ~~September~~March 3031, ~~2021 and $72~~2022,~~000~~ ~~for~~ the ~~three~~principal ~~months~~stockholder ~~ended~~has ~~September~~advanced 30$8,334 ~~2020,~~and ~~representing~~accrued ~~change of~~ $03,586 orin ~~approximately~~interest ~~0%,~~and aswas arepaid ~~result of our expensing of monthly compensation to our management and employees~~$29,590.

~~Interest~~The ~~Expense:~~line ~~Interest~~of ~~expense~~credit ~~decreased~~balance byand ~~$5,269~~accrued tointerest ~~$134,450~~as ~~for~~of ~~the~~March ~~three month period ended September 30~~31, ~~2021~~2022 ~~from~~is $~~139~~411,~~719 for the three month period ended September 30, 2020~~379. ~~The decrease was primarily due to interest on convertible loans.~~

~~Interest~~Recent ~~Expense~~Accounting – Related Party: Interest expense – related party increased by $547 to $119,652 for the three month period ended September 30, 2021 from $119,105 for the three month period ended September 30, 2020. The increase was primarily due to interest on a related party Company loan.Pronouncements

11All ~~Table~~other ofnewly ~~Contents~~issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

~~Net~~8 ~~Loss:~~Table ~~The~~of Company's net loss was $340,862 during the three months ended September 3, 2021 as compared to $352,056 for the three months ended September 30, 2020. The increase was primarily due to increase in operating expenses.Contents

~~For~~Critical ~~the~~Accounting ~~nine~~Policies ~~months ended September 30, 2021~~ and ~~2020.~~Estimates

~~Revenues:~~Our ~~During~~financial ~~the~~statements ~~nine~~and ~~months~~related ~~ended~~public ~~September~~financial ~~30,~~information ~~2021,~~are webased ~~realized~~on ~~288,000~~the application of ~~revenues~~accounting ~~from~~principles ~~our~~generally ~~business.~~accepted ~~During~~in the ~~nine~~United ~~months~~States ~~ended~~(“GAAP”). ~~September~~GAAP ~~30,~~requires ~~2020~~the use of estimates; assumptions, wejudgments ~~realized~~and $0subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues ~~from~~and ~~our~~expense ~~business~~amounts reported. ~~The~~These ~~change~~estimates can also affect supplemental information contained in ~~revenues~~our ~~between~~external ~~the~~disclosures ~~quarters~~including ~~ended~~information ~~September~~regarding 30contingencies, ~~2021~~risk and ~~2020~~financial ~~was~~condition. ~~$288,000~~We orbelieve ~~100%~~our asuse aof ~~result~~estimates ofand 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 ~~licensing~~circumstances. ~~agreements~~Actual ~~entered~~results ~~into~~may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the ~~nine~~preparation ~~months~~of ~~ended~~our ~~September~~financial ~~30, 2021~~statements.

~~General~~Use and Administrative Expenses: Our general and administrative expenses were $258,630 for the nine months ended September 30, 2021 and $72,496 for the nine months ended September 30, 2020, representing an increase of ~~$186,134 or approximately 257%, as a result of an increase in the consulting expense and general operation of the Company.~~Estimates:

~~Professional~~In ~~Fees:~~preparing ~~Our~~financial ~~professional~~statements ~~fees~~in ~~were~~conformity ~~$67,274~~with ~~for~~generally ~~the~~accepted ~~nine~~accounting ~~months~~principles, ~~ended~~management ~~September~~is ~~30,~~required ~~2021~~to make estimates and ~~$53,600~~assumptions ~~for~~that affect the ~~nine~~reported ~~months~~amounts ~~ended~~of ~~September~~assets ~~30,~~and ~~2020,~~liabilities ~~representing~~and anthe ~~increase~~disclosure of ~~$13,674~~contingent orassets ~~approximately~~and ~~26%,~~liabilities at the ~~increase~~date inof ~~professional~~the ~~fees~~financial ~~was~~statements ~~mostly~~and ~~attributable~~revenues ~~to legal fees~~ and expenses ~~attributable~~during tothe ~~fees~~reported ~~required~~period. inActual ~~connection~~results ~~with~~could ~~filings~~differ ~~with~~from ~~the~~those ~~Securities and Exchange Commission~~estimates.

~~Compensation:~~Revenue Our compensation expenses were $216,000 for the nine months ended September 30, 2021 and $270,000 for the nine months ended September 30, 2020, representing change of $54,000 or approximately 20%, as a result of our expensing of monthly compensation to our management and employees.Recognition:

~~Interest~~Effective ~~Expense:~~January ~~Interest~~1, ~~expense~~2018, ~~increased~~the byCompany ~~$8,938~~adopted toASC ~~$404,921~~606 ~~for~~— ~~the~~Revenue ~~nine~~from ~~month~~Contracts ~~period~~with ~~ended~~Customers. ~~September~~Under 30ASC 606, ~~2021~~the Company recognizes revenue from ~~$395~~the commercial sales of products,~~983~~ ~~for~~licensing agreements and contracts by applying the ~~nine~~following ~~month~~steps: ~~period~~(1) ~~ended~~identify ~~September~~the 30contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, ~~2020~~revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. ~~The~~Under ~~increase~~ASC ~~was~~605, ~~primarily~~revenue ~~due~~is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists;(2) the performance of service has been rendered to ~~interest~~a oncustomer ~~convertible~~or ~~loans~~delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured.

~~Interest~~We ~~Expense~~had –$0 ~~Related~~and ~~Party : Interest expense – related party decreased by~~ $20251,~~792~~000 toin ~~$356,351~~revenue for the ~~nine month period~~ ended ~~September~~March 3031, ~~2021~~2022 ~~from~~and ~~$377~~2021,~~143~~ ~~for the nine month period ended September 30, 2020~~respectively. ~~The decrease was primarily due to interest on a related party Company loan.~~

~~Net~~Stock-Based ~~Loss~~Compensation: The Company's net loss was $1,015,176 during the nine months ended September 30, 2021 as compared to $1,142,889 for the nine months ended September 30, 2020. The decrease was primarily due to increase in licensing revenue during the nine months ended September 30, 2021 and offset by an increase in operating expenses.

~~Liquidity~~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 ~~Capital~~recognize ~~Resources~~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.

~~Revenues~~Equity ~~for~~instruments (“instruments”) issued to other than employees are recorded on the ~~nine~~basis ~~months~~of ~~ended~~the ~~September~~fair ~~30,~~value ~~2021~~of ~~and~~the ~~2020~~instruments, ~~were~~as ~~$288~~required by FASB Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505,~~000~~ Equity Based Payments to Non-Employees defines the measurement date and ~~$0,~~recognition ~~respectively~~period for such instruments. WeIn ~~have~~general, anthe ~~accumulated~~measurement ~~deficit~~date ofis ~~$83~~when either a (a) performance commitment,~~987~~ as defined,~~647~~ ~~for~~is reached or (b) the ~~period~~earlier ~~from~~of ~~December~~(i) 9,the ~~2005~~non-employee performance is complete or (~~inception~~ii) the instruments are vested. The measured value related to ~~September~~the ~~30,~~instruments ~~2021~~is ~~and~~recognized ~~have~~over ~~positive~~a ~~cash~~period ~~flow~~based ~~from~~on ~~operations~~the facts and circumstances of ~~$57,407~~each ~~for~~particular ~~the~~grant ~~nine~~as ~~months~~defined ~~ended~~in ~~September~~the ~~30,~~FASB ~~2021~~Accounting Standards Codification.

~~Our~~9 ~~financial~~Table ~~statements have been presented on the basis that it is a going concern, which contemplates the realization~~ of revenues from our subscriber base and the satisfaction of liabilities in the normal course of business. We have incurred losses from inception. These factors raise substantial doubt about our ability to continue as a going concern.Contents

~~From~~Derivative ~~our~~Financial inception through September 30, 2021, 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.Instruments

~~The~~Fair ~~convertible~~value ~~notes~~accounting requires bifurcation of embedded derivative instruments such as conversion features in ~~the~~convertible ~~amount~~debt ofor $5equity instruments,~~940,429~~ ~~outstanding~~and asmeasurement of ~~September~~their ~~30,~~fair ~~2021~~value ~~and~~for $6accounting purposes. In determining the appropriate fair value,~~160,429~~ ~~for~~the Company uses the ~~year~~Black-Scholes ~~ended~~option-pricing ~~December~~model. ~~31,~~In ~~2020~~assessing the convertible debt instruments, ~~consist~~management ofdetermines if the convertible debt ~~holders~~host ~~who~~instrument ~~are~~is ~~entitled,~~conventional atconvertible ~~their~~debt ~~option,~~and tofurther ~~convert~~if ~~all~~there oris ~~part~~a ofbeneficial conversion feature requiring measurement. If the ~~principal~~instrument ~~and~~is ~~accrued~~not ~~interest~~considered ~~into~~conventional ~~shares~~convertible ofdebt, the Company’s ~~common~~will ~~stock~~continue atits ~~fixed~~evaluation ~~conversion~~process ~~price~~of these instruments as derivative financial instruments.

12Once ~~Table~~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 ~~Contents~~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.

~~Loans~~Impairment ~~and~~of ~~Advances~~ Long-Lived ~~Related Party~~Assets

~~During~~The ~~the~~Company ~~nine~~accounts ~~months~~for ~~ended~~its ~~September~~long-lived ~~30,~~assets ~~2021~~in accordance with ASC Topic 360-10-05, Accounting for the ~~principal~~Impairment ~~stockholder~~or ~~has~~Disposal ~~advanced~~of ~~$85~~Long-Lived Assets." ASC Topic 360-10-05 requires that long-lived assets,~~583~~ ~~and~~such ~~accrued~~as ~~$11~~technology rights,~~698~~ be reviewed for impairment annually, or whenever events or changes in ~~interest~~circumstances ~~and~~indicate ~~was~~that ~~repaid~~the ~~$124~~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,~~843~~ 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.

~~The~~Off-Balance ~~line~~Sheet ~~of credit balance and accrued interest as of September 30, 2021 is $408,821.~~Arrangements

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

~~Changes~~Item ~~to accounting principles are established by the FASB in the form of ASU’s to the FASB’s Codification~~3. WeQuantitative ~~consider the applicability~~ and ~~impact~~Qualitative ofDisclosures ~~all~~About ~~ASU’s~~Market on our consolidated financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the financial statements of the Company.Risk

InWe ~~September~~are ~~2016,~~subject the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments, which supersedes current guidance by requiring recognition of credit losses when it is probable that a loss has been incurred. The new standard requires the establishment of an allowance for estimated credit losses on financial assets including trade and other receivables at each reporting date. The new standard will result in earlier recognition of allowances for losses on trade and other receivables and other contractual rights to receive cash. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842), which extends the effective date of Topic 326 for certain ~~companies~~market ~~until fiscal years beginning after December 15~~risks, ~~2022.~~including ~~The~~changes ~~new standard will be effective for the Company~~ in ~~the~~interest ~~first~~rates ~~quarter of fiscal year beginning October 1, 2023,~~ and ~~early~~currency ~~adoption~~exchange ~~is permitted~~rates. ~~The~~We ~~Company~~have ~~has~~ not ~~completed~~undertaken ~~its~~any ~~review~~specific ofactions ~~the~~to ~~impact~~limit ofthose ~~this standard on its consolidated financial statements~~exposures.

InItem ~~December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes~~4.” ~~This~~Controls guidance, among other provisions, eliminates certain exceptions to existing guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This guidance also requires an entity to reflect the effect of an enacted change in tax laws or rates in its effective income tax rate in the first interim period that includes the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the effective income tax rate with the effects on deferred income tax assets and liabilities. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. ASU 2019-12 is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. We adopted this pronouncement on January 1, 2021; however, the adoption of this standard did not have a material effect on the Company’s consolidated financial statements.Procedures

InDisclosure ~~August~~controls ~~2020,~~and ~~the~~procedures. ~~FASB~~Pursuant ~~issued~~to ~~ASU~~Rule ~~2020~~13a-~~06,~~15(b) under the Securities Exchange Act of 1934 (“~~Debt~~Exchange –Act”), ~~Debt~~the Company carried out an evaluation, with ~~Conversion~~the ~~and~~participation ~~Other~~of ~~Options~~the ~~(Subtopic~~Company’s ~~470-20)~~management, ~~and~~including ~~Derivatives~~the Company’s principal executive officer and ~~Hedging~~principal –financial ~~Contracts~~officer, inof ~~Entity~~the effectiveness of the Company’s ~~Own~~disclosure ~~Equity~~controls and procedures (~~Subtopic~~as ~~815~~defined under Rule 13a-4015(e): ~~Accounting~~under ~~for~~the ~~Convertible~~Exchange ~~Instruments~~Act) ~~and~~as ~~Contracts~~of inthe anend ~~Entity~~of the period covered by this report. Based upon that evaluation, the Company’s ~~Own~~principal ~~Equity”,~~executive toofficer ~~reduce~~and ~~complexity~~principal infinancial ~~applying~~officer ~~GAAP~~concluded that the Company’s disclosure controls and procedures are effective to ~~certain~~ensure ~~financial~~that ~~instruments~~information ~~with~~required ~~characteristics~~to ofbe ~~liabilities~~disclosed ~~and~~by ~~equity.~~the ~~ASU~~Company ~~2020-06~~in isthe ~~effective~~reports ~~for~~that ~~interim~~the ~~and~~Company ~~annual~~files ~~periods~~or ~~beginning~~submits ~~after~~under ~~December~~the 15Exchange Act, ~~2023~~is recorded, ~~with~~processed, ~~early~~summarized ~~adoption~~and ~~permitted.~~reported, Wewithin ~~adopted~~the ~~this~~time ~~pronouncement~~periods onspecified ~~January~~in 1,the ~~2021;~~SEC’s ~~however~~rules and forms, ~~the~~and ~~adoption~~that ofsuch ~~this~~information ~~standard~~is ~~did~~accumulated ~~not~~and ~~have~~communicated ato ~~material~~the ~~effect~~Company’s onmanagement, including the Company’s ~~consolidated~~principal executive officer and principal financial ~~statements~~officer, as appropriate, to allow timely decisions regarding required disclosure.

~~All~~Changes ~~other~~in ~~newly~~internal ~~issued~~control ~~accounting~~over ~~pronouncements~~financial ~~but~~reporting. ~~not~~There ~~yet effective~~ have been ~~deemed~~no ~~either~~changes ~~immaterial~~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 ~~not~~is ~~applicable~~reasonably likely to materially affect, our internal control over financial reporting.

1310 Table of Contents

~~Critical~~PART ~~Accounting~~II ~~Policies~~- ~~and~~OTHER ~~Estimates~~INFORMATION

~~Our~~Item ~~financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”)~~1. ~~GAAP~~Legal ~~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~~Proceedings. 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~~See ofNOTE ~~Estimates:~~6 titled LITIGATION for information on Legal Proceedings.

InItem 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 period1A. ~~Actual~~Risk ~~results could differ from those estimates~~Factors.

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

~~Effective~~Item January 1, 2018, the Company adopted ASC 606 - Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. ~~For~~Unregistered ~~the~~Sales comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 - Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of anEquity ~~arrangement~~Securities ~~exists;(2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed~~ and ~~determinable;~~Use ~~and (4) the collectability~~ of ~~the fee is reasonably assured~~Proceeds.

~~We had $288,000 and $0 in revenue for the nine months ended September 30, 2021 and 2020, respectively~~None.

~~Stock-Based~~Item ~~Compensation:~~3. Defaults Upon Senior Securities.

~~In December 2004, the FASB issued FASB Accounting Standards Codification No~~None. 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~~Item ~~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~~4. ~~718.~~Mine ~~FASB~~Safety ~~Accounting Standards Codification No~~Disclosures. 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.

14Not ~~Table of Contents~~applicable.

~~Derivative~~Item ~~Financial~~5. ~~Instruments:~~Other Information.

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 purposesNone. 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~~Item 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 derivatives6. ~~In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.~~Exhibits

~~Impairment~~All of10 ~~Long-Lived~~Form ~~Assets~~exhibits previously exhibited associated with all Company 10 Form filings are incorporated herein.

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.

Exhibit Number		Description

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

~~Off-Balance~~11 ~~Sheet~~Table ~~Arrangements~~of Contents

~~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”.~~SIGNATURES

~~Item~~Pursuant 3.to ~~Quantitative~~the ~~and~~requirements ~~Qualitative~~of ~~Disclosures~~the ~~About~~Securities ~~Market~~Exchange ~~Risk~~Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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

	MAX SOUND CORPORATION
	(Registrant)

Date: May 23, 2022	By:	/s/ Greg Halpern
		Greg Halpern
		Chief Executive Officer and Chief Financial Officer
		(Principal Financial and Accounting Officer)

~~Item 4. Controls and Procedures~~12

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.

15 Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

See NOTE 6 titled LITIGATION for information on Legal Proceedings.

Item 1A. Risk Factors.

Not required for smaller reporting companies.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

16 Table of Contents

Item 6. Exhibits

All 10 Form exhibits previously exhibited associated with all Company 10 Form filings are incorporated herein.

Exhibit
Number		Description
31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Executive Officer and Chief Financial Officer
32.1		Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

17 Table of Contents

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: November 22, 2021.	By:	/s/ Greg Halpern
		Greg Halpern
		Chief Executive Officer and Chief Financial Officer
		(Principal Financial and Accounting Officer)

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