Item 1.01 Entry into a Material Definitive Agreement.

On December 13, 2021, Max Sound Corporation (the "Company") entered into an Exclusive Sales, Marketing and Distribution Partnership Agreement (the "Agreement") to work in an enterprise known as InGroundAssets™ ("InGroundAssets™") in partnership with Jose Ignacio Natera Ramirez ("Nacho"). The Agreement stipulates that Nacho grants the Company the Exclusive Rights to Specific Holdings that Nacho Owns or Controls of certain InGroundAssets™ being harvested in Mexico. These assets are specified in Addendum A of the Agreement, confirming that the Company is herewith Granted the Sole and Exclusive Rights to Sell, Market and Distribute These Assets according to the goals of the partnership and pursuant to this agreement. In exchange, the Company is granting to Nacho 300 million shares of MAXD Common Stock. These InGroundAssets™ are valued according to a Technical Report specified under Addendum B of the Agreement.




Item 8.01. Other Events.

On December 14, 2021, the Company issued a press release announcing that it had entered into an Exclusive Sales, Marketing and Distribution Partnership Agreement. A copy of the press release is attached hereto as Exhibit 99.1.

ITEM 9.01. License Agreement & Exhibits.





(c)      Exhibits

  10.1     Exclusive Sales, Marketing and Distribution Partnership Agreement, dated
         December 13, 2021
  99.1     Press Release, dated December 14, 2021
104      Cover Page Interactive Data File (embedded within the Inline XBRL document)





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