UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-K/A

(Amendment
No. 1)



(Mark
One)



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



For
the fiscal year ended December 31, 2014



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                                                                                             
|State
    or other jurisdiction of incorporation or organization                                     
|                                                                                                     
|2902A
                                         Colorado Avenue
        Santa
        Monica, CA 90404
|(Address
    of principal executive offices)                                                         
|                                                                                                     
|Registrant’s
    telephone number, including area code: 888-777-1987                                 



Securities
registered pursuant to Section 12(b) of the Act: None.



Securities
registered pursuant to Section 12(g) of the Act:



Common
Stock, par value $.00001 per share

(Title
of class)



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  Nox



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes 
Nox



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 and posted on its corporate Web site, if

any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YesNo 





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this

Form
10-K. 



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.



|Large
    accelerated filer                                                                                                  |  |  | Accelerated
    filer         | 
|---------------------------------------------------------------------------------------------------------------------------- | - |  | ----------------------------- | -
|                                                                                                                             |   |  |                               |  
|Non-accelerated
                                         filer
        (Do
        not check if a smaller reporting company) |  |  | Smaller
    reporting company | 



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



The
Aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June  30,
2014 as approximately $14,241,146.



As
of March 24, 2015, the registrant had 285,044,350
shares issued and outstanding.









EXPLANATORY
                                         NOTE





Max
                                         Sound Corporation is filing this amendment (the Form 10-K/A) to our Annual Report on
                                         Form 10-K for the year ended December 31, 2014 (the Form 10-K), filed with the U.S. Securities
                                         and Exchange Commission on April 1, 2015, solely to correct an omission of six of the filing’s
                                         XBRL Files, which were truncated during the filing process.



This
Form 10-K/A does not reflect events occurring after the filing of the Form 10-K or modify or update any related or other disclosures.





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) 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.



Dated: 
April 01, 2015



|By | /s/
    John Blaisure | 
|-- | --------------------- | 

John
Blaisure,

President
and Chief Executive Officer

(Duly
Authorized Officer and Principal Executive Officer)



|By | /s/
    Greg Halpern | 
|-- | -------------------- | 

Greg
Halpern,

Chief
Financial Officer

(Duly Authorized
Officer and Principal Financial Officer)



Pursuant
to the requirements of the Securities Exchange Act, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.



|Signature             |  | Title                                               |  | Date              
|--------------------- |  | --------------------------------------------------- |  | ------------------
|                      |  |                                                     |  |                   
|/s/
    John Blaisure |  | President,
    Chief Executive Officer and Director |  | April
    01, 2015
|John
    Blaisure     |  | (Principal
    Executive Officer)                   |  |                   
|                      |  |                                                     |  |                   
|/s/
    Greg Halpern  |  | Chief
    Financial Officer and Director            |  | April
    01, 2015
|Greg
    Halpern      |  | (Principal
    Financial Officer)                   |  |