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





                      [[Image Removed: maxd_10qimg10.jpg]]





Overview

                        MAXD "The Consumer Audio Brand"


MAX-D is 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.





                            MAXD "The Secret Sauce"


The MAX-D Secret Sauce is an epic proprietary breakthrough and patented-process that uses advanced resynthesis to restore lost, compressed harmonics and bring true high definition (HD) live sound to digital media without affecting file size or energy consumption. Consumers have shown their love for MAX-D by previously downloading the 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.






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A MARKET FOR BETTER AUDIO



MAX-D HD requires no special software, no altering of file formats and does not change the files size. Consumers get the convenience, as well as better audio.





MAX-D BENEFITS:



    ·   Increases dynamic range, eliminates destructive effects of audio
        compression with no increase in file size or transmission bandwidth

    ·   High-resolution audio reproduction with an omni-directional sound field
        using only two speakers

    ·   "Real" three-dimensional sound field, versus artificial sound field
        created by competing technologies

    ·   More realistic "live performance" quality of all recordings with optimal
        dynamic range, bass response and overall clarity



ANYWHERE AUDIO CAN GO SO CAN MAX-D

[[Image Removed: maxd_10qimg12.jpg]]

MOBILE - Communication | Voice - Data | EntertainmentENTERTAINMENT

- Music | Movies | Audiobooks | Streaming Content | Live Events MULTI-MEDIA

- Computing | Gaming | E-Sports CONSUMER - Home Theater |

Portable Audio Players | Live Concert Sound | Automotive





CONSUMERS WANT BETTER AUDIO


Consumers have unknowingly sacrificed better audio quality for portable convenience.

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" were superior and some were sub-par, most were more convenient but often had inferior quality.

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






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MAX-D DELIVERY & IMPLEMENTATION

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

The MAX-D process is available in four different versions, they are:





  1. MAX-D Cloud Player

  2. MAX-D Smart Phone App

  3. API (Application Program Interface)

  4. MAX-D Software Program



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

MAX-D Smart Phone App - The MAX-D APP is used on a Smartphone with a least a 1 GHz processor. Android and iOS versions will be available in the 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 (Application Program Interface) - Devices (Original Equipment Manufacturer). The API allows the 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.

MAX-D Software 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 IS NOT JUST ABOUT AUDIO



Max Sound Corporation is a technology company that works to bring the best innovations of small business to the global stage. From HD-Video transmission codecs, to Perpetual Energy Inventions, everything does better when it's taken to the MAX.





MAX-D Partnerships -



The Movie Studio (OTTC - MVES) [[Image Removed: maxd_10qimg1.jpg]]

1. 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.






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2. MAX-D 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 Opens up the movie streaming market for MAX-D HD Audio. This will open the gates to future partnerships in the industry (ie. Netflix, Hulu, Peacock etc.)

Song Secure [[Image Removed: maxd_10qimg2.jpg]]

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

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

3. Trusted 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.





ViBelt


1. ViBelt is the developer and owner of a patented HAPTIC FEEDBACK technology which provides users with vibrational and force feedback that responds to the media source. This brings users deeper into their media experience, providing a "4th Dimension" of sensory experience.

2. MAX-D will acquire these patents and bring them into their other deals such as ESTV, where haptic feedback in addition to HD Audio will bring the ULTIMATE content consumer experience.





Hende Moto  [[Image Removed: maxd_10qimg3.jpg]]


After a final phase of due diligence completed on November 12, 2021, Max Sound discovered the assets claimed by Hende were indeed not directly owned. Since a deal was contingent on value and contacts that were unverifiable, we've gone in a different direction and terminated the acquisition. Because we couldn't document Hende's direct ownership, we are unable to complete any relationship mechanically.

Nonetheless, we established some presence in the relevant markets for the concept car that Max Sound was instrumental in creating. Max Sound has also sponsored Hende at the top 100 leaders in transportation event where the company was awarded for its innovative design. We intend to do a redesign including an upgraded audio solution for the supercar. The car will be a showcase for new technology that can be licensed to other manufacturers. We have no intention to be a manufacturer.

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






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Formula 4 Protocol [[Image Removed: maxd_10qimg4.jpg]]

1. Formula 4 Protocol is an online life mastery and meditation course utilizing an ultra-advanced hybrid of digital and analog stimuli, incorporating cybernetics, the blended hypnosis principles of Milton Erickson and Delores Cannon (QHHT), as well as health producing sonic frequencies and multi-layered visualizers, that are sequenced to consistently energize and rapidly retrain the living ecosystem to the highest form of our positive capabilities, the net-effect of which 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.

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

Tip Solutions [[Image Removed: maxd_10qimg5.jpg]]

1. ABOUT TIP SOLUTIONS, INC. (TIP)

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

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





Plan of Operation



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

The Company believes that Max Sound HD Audio Technology is a game changer for several vertical markets whose demand will create revenue opportunities in 2021.

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

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





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

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



On March 9, 2021, the Company received a $100,000 payment from the Licensee.






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On March 23, 2021, the Company signed a 10-year exclusive licensing agreement with Formula 4 Protocol (Licensee) to implement the MAXD HD Audio Source Code into their mobile phone app and platforms. The 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 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.

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





Inground Assets™


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 Q-1, 2022 online as a Dutch Auction. Current versions contain and display some or all of the following data on command -

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

Ongoing Discussions with Google

On September 2, 2021, the honorable Judge Latham of the United States Bankruptcy Court Southern District of California, approved a global settlement in the Chapter's 11 and 7 bankruptcy filing (case number 20-01894) 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.





Results of Operations


For the three months ended September 30, 2021 and 2020.

Revenues: During the three months ended September 30, 2021, we realized $37,000 of revenues from our business. During the three months ended September 30, 2020, we realized $0 of revenues from our business. The change in revenues between the quarter ended September 30, 2021 and 2020 was $37,000 or 100%.

General and Administrative Expenses: Our general and administrative expenses were $26,820 for the three months ended September 30, 2021 and $17,432 for the three months ended September 30, 2020, representing an increase of $9,388 or approximately 54%, as a result of an increase in the consulting expense and general operation of the Company.

Professional Fees: Our professional fees were $24,940 for the three months ended September 30, 2021 and $3,800 for the 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.

Compensation: Our compensation expenses were $72,000 for the three months ended September 30, 2021 and $72,000 for the three months ended September 30, 2020, representing change of $0, or approximately 0%, as a result of our expensing of monthly compensation to our management and employees.

Interest Expense: Interest expense decreased by $5,269 to $134,450 for the three month period ended September 30, 2021 from $139,719 for the three month period ended September 30, 2020. The decrease was primarily due to interest on convertible loans.

Interest Expense - 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.






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Net Loss: The 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.

For the nine months ended September 30, 2021 and 2020.

Revenues: During the nine months ended September 30, 2021, we realized 288,000 of revenues from our business. During the nine months ended September 30, 2020, we realized $0 of revenues from our business. The change in revenues between the quarters ended September 30, 2021 and 2020 was $288,000 or 100% as a result of the licensing agreements entered into during the nine months ended September 30, 2021.

General 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.

Professional Fees: Our professional fees were $67,274 for the nine months ended September 30, 2021 and $53,600 for the nine months ended September 30, 2020, representing an increase of $13,674 or approximately 26%, the increase in professional fees was mostly attributable to legal fees and expenses attributable to fees required in connection with filings with the Securities and Exchange Commission.

Compensation: 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.

Interest Expense: Interest expense increased by $8,938 to $404,921 for the nine month period ended September 30, 2021 from $395,983 for the nine month period ended September 30, 2020. The increase was primarily due to interest on convertible loans.

Interest Expense - Related Party : Interest expense - related party decreased by $20,792 to $356,351 for the nine month period ended September 30, 2021 from $377,143 for the nine month period ended September 30, 2020. The decrease was primarily due to interest on a related party Company loan.

Net Loss: 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 and Capital Resources

Revenues for the nine months ended September 30, 2021 and 2020, were $288,000 and $0, respectively. We have an accumulated deficit of $83,987,647 for the period from December 9, 2005 (inception) to September 30, 2021 and have positive cash flow from operations of $57,407 for the nine months ended September 30, 2021.

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

From our 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.

The convertible notes in the amount of $5,940,429 outstanding as of September 30, 2021 and $6,160,429 for the year ended December 31, 2020, consist of the debt holders who are entitled, at their option, to convert all or part of the principal and accrued interest into shares of the Company's common stock at fixed conversion price.






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Loans and Advances - Related Party

During the nine months ended September 30, 2021, the principal stockholder has advanced $85,583 and accrued $11,698 in interest and was repaid $124,843.

The line of credit balance and accrued interest as of September 30, 2021 is $408,821.

Recent Accounting Pronouncements

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

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

In December 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.

In August 2020, the FASB issued ASU 2020-06, "Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity", to reduce complexity in applying GAAP to certain financial instruments with characteristics of liabilities and equity. ASU 2020-06 is effective for interim and annual periods beginning after December 15, 2023, with early adoption permitted. We adopted this pronouncement on January 1, 2021; however, the adoption of this standard did not have a material effect on the Company's consolidated financial statements.

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






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Critical Accounting Policies and Estimates

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.





Use of Estimates:



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





Revenue Recognition:



Effective January 1, 2018, the Company adopted ASC 606 - Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. 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.

We had $288,000 and $0 in revenue for the nine months ended September 30, 2021 and 2020, respectively.





Stock-Based Compensation:



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

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






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Derivative Financial Instruments:

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

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

Impairment of Long-Lived Assets

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

Off-Balance Sheet Arrangements

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

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