Max Sound Corporation.
|
(Name of Issuer)
|
COMMON STOCK $0.0001 PER SHARE PAR VALUE
|
(Title of Class of Securities)
|
57776X109
|
(CUSIP Number)
|
July 16, 2015
|
(Date of Event Which Requires Filing of the Statement)
|
[ ]
|
Rule 13d-1(b)
|
[X]
|
Rule 13d-1(c)
|
[ ]
|
Rule 13d-1(d)
|
1.
|
NAME OF REPORTING PERSONS
Toledo Advisors LLC
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
|
||
NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
|
SOLE VOTING POWER
0*
|
|
6.
|
SHARED VOTING POWER
|
||
7.
|
SOLE DISPOSITIVE POWER
0
|
||
8.
|
SHARED DISPOSITIVE POWER
|
||
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
Toledo Advisors LLC has rights under a convertible note to own an aggregate number of shares of the issuer common stock not to exceed 9.9 percent of shares outstanding.
|
||
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[ ]
|
||
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%*
|
||
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
Limited Liability Company
|
*
|
On the day of the event which requires filling of this statement, reporting person Toledo Advisors LLC has rights under a convertible note to own an aggregate number of shares of the issuer common stock not to exceed 9.9 percent of shares outstanding.
|
Item 1(a).
|
Name of Issuer: Max Sound Corporation
|
||
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
2902A Colorado Avenue
San Monica, CA 90404
|
||
Item 2(a).
|
Name of Person Filing:
Toledo Advisors LLC
|
||
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
||
641 5th Street Lakewood NJ 08701
|
|||
Item 2(c).
|
Citizenship: Nevada
|
||
Item 2(d).
|
Title of Class of Securities: Common Stock Par value
$0.0001
|
||
Item 2(e).
|
CUSIP Number: 57776X109
|
||
Item 3.
|
If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
|
||
(a)
|
[ ]
|
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
|
|
(b)
|
[ ]
|
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
[ ]
|
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
[ ]
|
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
(e)
|
[ ]
|
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
[ ]
|
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
[ ]
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
[ ]
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
[ ]
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
|
|
(j)
|
[ ]
|
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
[ ]
|
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
|
Item 4.
|
Ownership:
|
||
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
|||
(a)
|
Amount beneficially owned: 0
|
||
(b)
|
Percent of class: 9.9%
|
||
(c)
|
Number of shares as to which the person has:
|
||
(i)
|
Sole power to vote or to direct the vote: 0
|
||
(ii)
|
Shared power to vote or to direct the vote: 0
|
||
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
||
(iv)
|
Shared power to dispose or to direct the disposition of: 0
* Consists of Common Stock that the reporting person has the right to acquire by way of conversion of a security.
|
||
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
||
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following. [ ]
|
|||
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person:
|
||
N/A
|
|||
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: N/A
|
||
Item 8.
|
Identification and Classification of Members of the Group: N/A
|
||
Item 9.
|
Notice of Dissolution of Group: N/A
|
||
Item 10.
|
Certifications:
|
||
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
July 16, 2015
|
||
|
|
|
By:
|
/s/ Moshe Mueler
|
|
|
|
|
Name:
|
Moshe Mueler
|
|
|
|
|
Title:
|
Managing Member
|