Item 8.01 Other Events.

Term Sheet with Liquid Spins, Inc.

On October 2, 2012, we entered into a non-binding term sheet with Liquid Spins, Inc. ("Liquid Spins"). Pursuant to the term sheet we intend to purchase all of the assets of Liquid Spins for $10 million in the form of our restricted common stock based on the market price at the time of closing.

The closing is subject to certain closing conditions, including the completion of satisfactory physical inspections of the assets of Liquid Spins; the approval of the six major record labels as to the continuation of the contracts with the change of control from Liquid Spins to us; the completion of satisfactory due diligence and examinations of the assets and contracts of Liquid Spins; ?approval of the majority shareholders of Liquid Spins being obtained; the successful execution of employment agreements of key Liquid Spins personnel that we deem to be in its best interest to become part of our team; completion of any portion of Liquid Spin's existing stock offering to existing shareholders; and the negotiation and settlement with existing Liquid Spins debt holders acceptable to us.

A copy of the term sheet is attached as Exhibit 99.1 and incorporated herein by this reference.

Press Release

On October 9, 2012, the registrant issued a press release regarding the entering into the term sheet with Liquid Spins. A copy of the press release is attached as Exhibit 99.2 and incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed or furnished in accordance with the provisions of Item 601 of Regulation S-K:

Exhibits.

99.1 Term Sheet, dated October 2, 2012, by and between Max Sound Corporation and Liquid Spins, Inc.
99.2 Press Release, dated October 9, 2012, regarding entering into term sheet for the sale of assets of Liquid Spins, Inc.

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