Annual Report (10-k)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

[X]

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

For the fiscal year ended December 31, 2015.

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

For the transition period from _____________ to _________________.

Commission File No. 000-33053

MIND SOLUTIONS, Inc.
(Exact name of registrant as specified in its charter)
Nevada	09-1001626
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3755 Avocado Blvd Suite 108, La Mesa, California	91941
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (888) 461-3932

Securities registered under Section 12(b) of the Exchange Act:		None

Securities registered under Section 12(g) of the Exchange Act:		Common stock, par value $0.0001 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 [ ] No [X]

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 [ ] No [X]

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 requirement for the past 90 days. Yes [X] 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 [X] 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. [X]

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 [ ]	Smaller reporting company [X]

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

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on August 15th, 2016 (based on the closing sale price of $0.0013 per share of the registrant’s common stock, as reported on the OTCQB operated by The OTC Markets Group, Inc. on that date) was approximately $115,493. Common stock held by each officer and director and by each person known to the registrant to own five percent or more of the outstanding common stock has been excluded in that those persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. At August 15, 2016, the registrant had outstanding 88,841,082 shares of common stock, par value $0.001 per share.

Table of Contents

		Page

PART I

Item 1.	Business	4
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	7
Item 2.	Properties	7
Item 3.	Legal Proceedings	7
Item 4.	(Removed and Reserved)	8
PART II
Item 5.	Market for Common Equity and Related Stockholder Matters	9
Item 6.	Selected Financial Data	24
Item 7.	Management’s Discussion and Analysis or Plan of Operations	25
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	29
Item 8.	Financial Statements	29
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	30
Item 9A.	Controls and Procedures	30
Item 9AT.	Controls and Procedures	30
Item 9B.	Other Information	32
PART III
Item 10.	Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act	32
Item 11.	Executive Compensation	37
Item 12.	Security Ownership of Certain Beneficial Owners and Management	39
Item 13.	Certain Relationships and Related Transactions	40
Item 14.	Principal Accountant Fees and Services	41
Item 15.	Exhibits, Financial Statement Schedules	42

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In light of the risks and uncertainties inherent in all projected operational matters, the inclusion of forward-looking statements in this Form 10-K, should not be regarded as a representation by us or any other person that any of our objectives or plans will be achieved or that any of our operating expectations will be realized. Our revenues and results of operations are difficult to forecast and could differ materially from those projected in the forward-looking statements contained in this Form 10-K, as a result of certain risks and uncertainties including, but not limited to, our business reliance on third parties to provide us with technology, our ability to integrate and manage acquired technology, assets, companies and personnel, changes in market condition, the volatile and intensely competitive environment in the business sectors in which we operate, rapid technological change, and our dependence on key and scarce employees in a competitive market for skilled personnel. These factors should not be considered exhaustive; we undertake no obligation to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

PART I

Except for historical information, this report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances taking place after the date of this document.

Item 1. Business

MedStrong International Corporation was incorporated in the State of Delaware on May 19, 2000, as Medical Records by Net, Inc. On October 17, 2000, its name was changed to Lifelink Online, Inc. In January 2001, its name was changed to MedStrong Corporation. On March 9, 2001, the corporate name was changed to MedStrong International Corporation. On January 31, 2007, our name was changed to VOIS, Inc.

On February 12, 2007, we announced a change in our “shell company” status. We had been classified for reporting purposes as a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act). Commencing in the first quarter of 2007, we had developed a new line of business in connection with an Internet social networking site, incurred expenses developing this site, brought in senior experienced management, and purchased certain assets in furtherance of this line of business.

On March 18, 2008, VOIS, Inc. changed its domicile from the State of Delaware to the State of Florida. There was no change in our capital structure as a result of this corporate event.

On October 19, 2012, VOIS, Inc. entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mind Solutions, Inc., a Nevada corporation (“MSI”), Mind Solutions, Inc., an Ontario corporation (“MSIC”) and Mind Solutions Acquisition Corp., a Nevada corporation (“MSAC”) which was a wholly-owned subsidiary of our company formed for this transaction. Under the terms of the Merger Agreement, MSAC was merged into MSI and MSI became a wholly-owned subsidiary of VOIS (the “Merger”). The stockholders of MSI were issued a total of 196,000,000 shares of our common stock in exchange for 100 percent of the outstanding shares of MSI.

Upon the closing of the Merger, our sole officer and director resigned and simultaneously with the Merger, Kerry Driscoll was appointed our sole officer and director. Our business and operations became the business and operations of Mind Solutions, Inc., a Nevada corporation.

On October 28, 2013, VOIS, Inc. changed the state of incorporation of VOIS, Inc. from Florida to Nevada by means of a reverse merger with our wholly-owned subsidiary, Mind Solutions, Inc., a Nevada corporation. As a result, we also adopted new articles of incorporation and new bylaws which will govern our corporate operations under Nevada law. Along with the change of domicile, we changed our name to “Mind Solutions, Inc.”

On May 31, 2016, we entered into a Stock Purchase Agreement with GELI Holdings, Inc., (hereinafter "GELI"), and Kerry Driscoll and Brent Fouch (collectively "Sellers") wherein Sellers conveyed certain shares of our preferred stock and we issued certain shares of our common along with two Promissory Notes to GELI and/or its designees in consideration of $50,000.The foregoing agreement contained additional covenants and warranties by the parties thereto to perform certain acts, including but not limited to causing us to become current in our reporting with the SEC. After completion of the foregoing, GELI now owns voting control of us. On May 31, 2016, Ziyad Osachi was appointed to our board of directors. Thereafter, Kerry Driscoll resigned all of the positions he held with us as an officer and director s a director. On the same date, Ziyad Osachi was appointed by our board of directors to replace Kerry Driscoll as our president, principal executive officer, secretary, treasurer, principal financial officer and principal accounting officer. At the time of Mr. Driscoll's resignation as a director and when he was replaced as an officer, Mr. Driscoll did not have any disagreements with us relating to our operations, policies or practices. The new management plans to carry on the existing operations of the Company with plans to introduce additional business models and revenue streams in the near future.

Business Overview

The registrant has developed three software applications which are compatible with the Emotiv EEG headsets currently on the market. The registrant has recently developed and brought to market a Brain-Computer-Interface (BCI) called "NeuroSync", which allows the user to operate thought-controlled applications on their mobile smart phone devices as well as on traditional PC computers. This BCI receives electrical impulses from the brain and allows the user to control actions on their smart phones and PC computers through the power of thought. The technology involves the use of a wireless headset, which detects brainwaves on both the conscious and non-conscious level. This revolutionary neural processing technology makes it possible for computers to interact directly with the human brain. The Company sells their recently developed BCI device and software online through the Company's website as well as other online platforms such as Amazon.com.

If market conditions and our financial circumstances allow, we anticipate that we may develop thought-controlled applications to communicate with our developed EEG headset and, if we are successful in these efforts, we may add additional software applications thereafter. If these efforts are successful, we may initiate one or more mobile device applications, or APP store, which will be designed to allow outside developers to participate in a revenue sharing program for the thought-controlled applications they develop.

Our products fall under two categories: software and hardware.

Software. Currently we have developed three thought-controlled software applications, Mind Mouse , Master Mind , and Think Tac Toe , which are currently available to consumers. The three completed applications are sold online, direct to consumers and delivered via email as a download for their PC. Mind Mouse and Master Mind are currently sold at $99, while the basic application of Think Tac Toe is sold for $49. These applications are available for purchase as a software download through our Internet website at www.mindsolutionscorp.com.

Our current software products are as follows:

		Mind Mouse. This thought-controlled software application is designed to allow the user to navigate the computer, click and double click to open programs, compose email and send with the power of his mind. The application can be used by anyone, but we believe it is especially beneficial to people with disabilities who have communication problems.
		Master Mind. This thought-controlled software application is designed to allow the user to play existing PC games which are on the market with the power of his mind. Rather than using a traditional keyboard, mouse or hand-held controller, the player controls the characters with his thoughts through the use of a wireless headset that reads the player’s brainwaves. The user maps specific thoughts to create commands, which are received via a Bluetooth wireless USB. Those commands cause the characters to run, shoot, jump or any other action used in the game.

		Think-Tac-Toe. The thought-controlled version of tic-tac-toe, allows the user to play against the computer using the power of his mind. The game provides the use of a gyroscope to move right, left, up or down. Once the desired square is selected, the user concentrates to place an “X” or “O” in the respective box. The game can be played entirely by cognitive thought, by thinking Right or Left or can utilize the gyroscope to move from square to square.

		Hardware. Currently we have developed and brought to market a Brain-Computer-Interface (BCI) called "NeuroSync", which allows the user to operate thought-controlled applications on their mobile smart phone devices as well as on traditional PC computers.

Intellectual Property

Trademarks. The Company has trademarked the name “NeuroSync” for its EEG BCI device.

Rapid Technological Change Could Render Our Products Obsolete

Our markets are characterized by rapid technological changes, frequent new product introductions and enhancements, uncertain product life cycles, changes in customer requirements, and evolving industry standards. The introduction of new products embodying new technologies and the emergence of new industry standards could render our existing products obsolete. Our future success will depend upon our ability to continue to develop and introduce a variety of new products and product enhancements to address the increasingly sophisticated needs of our customers. We may experience delays in releasing new products and product enhancements in the future. Material delays in introducing new products or product enhancements may cause customers to forego purchases of our products and purchase those of our competitors.

We May Be Unable to Enforce or Defend Our Ownership and Use of Proprietary Technology

Our success depends to a significant degree upon our proprietary technology. Companies in the software industry have experienced substantial litigation regarding intellectual property. We rely on a combination of patents, trade secrets, copyright law, contractual restrictions, and passwords to protect our proprietary technology. However, these measures provide only limited protection, and we may not be able to detect unauthorized use or take appropriate steps to enforce our intellectual property rights, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. Any litigation to enforce our intellectual property rights would be expensive and time consuming, would divert management resources, and may not be adequate to protect our business.

We could be subject to claims that we have infringed the intellectual property rights of others. In addition, we may be required to indemnify our customers for similar claims made against them. Any claims against us could require us to spend significant time and money in litigation, pay damages, develop new intellectual property or acquire licenses to intellectual properties that are the subject of the infringement claims. These licenses, if required, may not be available on acceptable terms. As a result, intellectual property claims against us could have a material adverse effect on our business, operating results, and financial condition.

Seasonality of Our Business

We do not anticipate that our business will be affected by seasonal factors. The only expected impact would be increased retail sales of our software applications during the Christmas season.

Impact of Inflation

We are affected by inflation along with the rest of the economy. Specifically, our costs to complete the EEG headset (currently under development) could rise if specific components needed see a rise in cost.

Suppliers

Our three software applications are already complete and for sale online, therefore there are no supplier issues. Our EEG headset has been produced by a company based in Southern California with manufacturing plants in Hong Kong. We intend to continue with them due to the cost savings with manufacturing overseas. In the event of a supply problem, we have several back up companies in the U.S. such as Raytheon and others that could easily supply our needs.

Competition

Currently, there are two large companies of any significance in the BCI market. They are Emotiv and Neurosky. Emotiv provides the more complex EEG headset on the market, which has 12 wet sensors and provides the most capabilities. In our discussions with Emotiv, its management have stated that it has sold in excess of 200,000 headsets. Neurosky is another leader in the field and has a simplified EEG headset on the market with only one to two sensors. It has been used to create popular toys such as “Star Wars Force Trainer,” whereby the user concentrates to elevate a ping pong ball through a maze using only his mind.

Both Emotiv and Neurosky are larger, better financed and have greater market exposure than we do. Consequently, in order for Mind Solutions to be successful in its intended operations, it must be able to compete effectively against its competitors. If Mind Solutions cannot effectively compete for whatever reason, we will not be successful.

Sales and Marketing

Mind Solutions currently sells its three thought-controlled software applications and NeuroSync BCI device via the Internet through our website at www.mindsolutionscorp.com and www.theneurosync.com. Consumers can also purchase the Emotiv EEG headset through a link on our website direct to the manufacturer, which is required to operate our software. Currently all marketing has been by social mediaor through our websites. A possible planned marketing campaign will take place in the future.

Regulations

The only government regulations that we are aware of are the shipping and customs regulations for our products coming from Hong Kong. Once the final product is complete and we place the initial order for shipment, we will need to adhere to normal customs and shipping regulations.

Key Personnel of Mind Solutions This section needs to be update to include new management

Our future financial success depends to a large degree upon the personal efforts of our key personnel. ZiyadOsachi our chief executive officer, president, and chief financial officer, and his intended designees will play the major roles in securing the services of those persons deemed capable to develop and execute upon our business strategy. While we intend to employ additional executive, development, and technical personnel in order to minimize the critical dependency upon any one person, we may not be successful in attracting and retaining the persons needed.

Adequacy of Working Capital for Mind Solutions

We will apply great efforts to raise though equity or debt offerings what we feel is sufficient working capital for our intended business plan by various means. If we are not able to raise additional capital, we would not be able to continue operations and our business may fail.

The Financial Results for Mind Solutions May Be Affected by Factors Outside of Our Control

Our future operating results may vary significantly from quarter to quarter due to a variety of factors, many of which are outside our control. Our anticipated expense levels are based, in part, on our estimates of future revenues and may vary from projections. We may be unable to adjust spending rapidly enough to compensate for any unexpected revenues shortfall. Accordingly, any significant shortfall in revenues in relation to our planned expenditures would materially and adversely affect our business, operating results, and financial condition. Further, we believe that period-to-period comparisons of our operating results are not necessarily a meaningful indication of future performance.

Employees

As of the date of this report, we do not have any employees. On May 31, 2016, ZiyadOsachi became the new chief executive officer, president, and chief financial officer and is working for the company as an independent consultant, pursuant to a consulting agreement. See “Item 13. Certain Relationships and Related Transactions and Director Independence – Consulting Agreements.” All other persons working for Mind Solutions are also independent contractors. We plan to save costs by keeping the software development and EEG hardware development with our independent contractors. We anticipate adding up to two additional employees in the next 12 months. We do not feel that we would have any difficulty in locating needed staff.

From time-to-time, we anticipate that we will use the services of additional independent contractors and consultants to support our business development. We believe our future success depends in large part upon the continued service of our senior management personnel and our ability to attract and retain highly qualified managerial personnel.

Company Contact Information

Our principal executive offices are located at 3755 Avocado Blvd Suite 108, La Mesa, California 91941, telephone (858) 880-7787. Our email address is contact@mindsolutionscorp.com. The Mind Solutions Internet website is located at www.mindsolutionscorp.com. The information contained in our website shall not constitute part of this report.

Item 1A. Risk Factors.

Not applicable.

Item1B.

Unresolved Staff Comments.

None.

Item 2. Properties.

The principal executive offices of Mind Solutions are located at 3755 Avocado Blvd Suite 108, La Mesa, California 91941. We have been provided office space by our chief executive officer, ZiyadOsachi, at no cost. Management has determined that such cost is nominal and did not recognize the rent expense in its financial statements.

Item 3. Legal Proceedings.

On April 30, 2008, we filed a complaint against two former members of our board of directors alleging breach of fiduciary duty, waste of corporate assets and unjust enrichment. The complaint, styled VOIS Inc., Plaintiff, vs. Edward Spindel and Michael Spindel, Defendants , Case No. CA012201XXXXMB, in the Circuit Court for the 15th Judicial District in and for Palm Beach County, Florida, alleges that during 2002 and 2003 while Mind Solutions, which at that time was known as Medstrong International, was under significant financial distress the defendants caused us to issue demand promissory notes charging excessive and/or usurious interest rates with the knowledge that we would be unable to repay the notes upon any demand. The defendants, who are brothers, were members of the Medstrong International board of directors until their resignations in April 2006.

The complaint further alleges that the defendants engaged in a repeated systematic scheme to defraud our company by continuing to restructure the promissory notes while they were members of the prior board of directors at such excessive and usurious interest rates that the defendants violated their fiduciary duties and responsibilities and approved debt obligations that benefited them and not Mind Solutions and that their wrongful actions and omissions resulted in their unjust enrichment. We sought damages in excess of $968,000.

The defendants did not file a counterclaim at that time. On November 12, 2009, the Court entered a Scheduling Order and a Notice of Trial for December 2009. On December 4, 2009, the Court selected a mediator. In February 2010, the defendants changed law firms and sought leave from the Court to file a counterclaim. At that time, the defendants also served discovery in the form of interrogatories, request for production and request for admission. The defendant’s counterclaim was filed on February 17, 2010, and we filed our Answer on March 13, 2010. Over the course of the next several months we responded to the discovery requests.

On November 13, 2009, the parties attended a pretrial hearing to address legal issues related to our complaint and the defendants’ counterclaim. Based upon questions posed by the Court and the argument of counsel, the Court struck the defense of usury and additionally dismissed our complaint without prejudice, providing us 10 days to file an amended complaint. The defendants were also provided 10 days to file an Amended counterclaim. Based upon the rulings, the matter was then removed from the Court’s December 2009 trial docket. We have decided that it is not cost effective or beneficial to pursue our affirmative claims in this matter and have, accordingly, elected not to file an amended complaint.

On July 19, 2010, the counter–plaintiffs, Edward and Michael Spindel filed a motion for summary judgment. We filed a response in opposition on August 5, 2010. The Spindels filed a reply on September 9, 2010. The court held a hearing on September 16, 2010, and at the hearing granted summary judgment in favor of the Spindels. Final judgment was ordered on November 16, 2010, in the amount of $287,266 plus post judgment interest. Attorney’s fees of $172,304 were also awarded.

On December 6, 2010, we filed an appeal to the judgment.

On July 13, 2011, the United States Court of Appeals for the Eleventh Circuit issued an opinion in favor of VOIS, Inc. This Opinion was made final when the Court issued the mandate on August15th, 2011. This ruling effectively reversed the Summary Judgment previously granted to the Spindels by the District Court on November 4, 2010, in the amount of $287,266. At the present time, this lawsuit is still pending in the State Circuit Court of Florida. Mind Solutions intends to mount a vigorous defense.

Mind Solutions had two outstanding notes due to Edward Spindel and Michael Spindel in the aggregate amount of $145,000. The notes were unsecured and accrue interest and penalty of 15% inasmuch as they are past due. Messrs. Spindels filed a lawsuit styled Edward Spindel and Michael Spindel, Counter-Plaintiffs, vs. VOIS, Inc. F/K/AMedstrong International Corp., Counter-Defendant , in the United States District Court for the Southern District of Florida, West Palm Beach Division, Case No. 08-80689-CIV-Ryskamp/Hopkins. On November 16, 2012, judgment was entered against VOIS in favor of Edward Spindel against VOIS in the amount of $188,942.47 and in favor of Michael Spindel against VOIS in the amount of $99,527.41, together with post-judgment interest as provided by law. Messrs. Spindels have sought to garnish the bank accounts of Mind Solutions to recover on the judgment and as of the date of this report, the two garnishments have netted $30,771 in favor of Messrs. Spindels. At March 31, 2015, total principal, accrued interest and penalty pertaining to the outstanding $145,000 in notes payable is $432,274.

We were a defendant in two actions, each entitled 951 Yamato Acquisition Company, LLC vs. VOIS, Inc. both as filed in December 2009 the Circuit Court of the 15th Judicial Circuit in and for Palm Beach County, Florida under case numbers 502010CA040121XXXXMB and 502010CC19027XXXXBBRS, which are related to the lease agreements for our former office space. A combined summary judgment was entered in April 2010 against VOIS in the amount of $106,231. At December 31, 2015, our liabilities as reported in our financial statements contained elsewhere in this report reflect the principal amount of the judgment together with $138,103 in accrued interest.

Mind Solutions is not engaged in any other litigation at the present time, and management is unaware of any claims or complaints that could result in future litigation. Management will seek to minimize disputes with its customers but recognizes the inevitability of legal action in today’s business environment as an unfortunate price of conducting business.

Item 4. Risk Factors

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock was traded on the OTCQB from November 22, 2010, until April 30, 2014, under the symbol “VOIS.” Due to the trading price of our shares being below $0.01 per share, beginning on May 1, 2014, our common stock has been traded on the OTC Pink. Our symbol remained the same.

The following table sets forth the high and low bid prices for our common stock on the OTCQB as reported by various market makers. The quotations do not reflect adjustments for retail mark-ups, mark-downs, or commissions and may not necessarily reflect actual transactions.

	High		Low
Fiscal 2014 Quarter Ended:
March 31, 2014	$	0.008	$	0.0015
June 30, 2014	$	0.004	$	0.0016
September 30, 2014	$	0.008	$	0.0001
December 31, 2014	$	0.0042	$	0.0015

Fiscal 2015 Quarter Ended:
March 31, 2015	$	0.0015	$	0.0055
June 30, 2015	$	0.001	$	0.0022
September 30, 2015	$	0.001	$	0.0014
December 31, 2015	$	0.001	$	0.0001

As of August 15, 2016, we had 88,841,082 shares of our common stock outstanding. Our shares of common stock are held by approximately 538 stockholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of our common stock whose shares are held in the names of various securities brokers, dealers, and registered clearing agencies. In addition to our authorized common stock, Mind Solutions is authorized to issue 10,000,000 shares of preferred stock, par value $0.001 per share, of which 10,000,000 shares are issued or outstanding. Consequently, there is no trading market for the shares of our preferred stock.

Dividends

We have not paid or declared any dividends on our common stock, nor do we anticipate paying any cash dividends or other distributions on our common stock in the foreseeable future. Any future dividends will be declared at the discretion of our board of directors and will depend, among other things, on our earnings, if any, our financial requirements for future operations and growth, and other facts as our board of directors may then deem appropriate.

Securities Authorized for Issuance under Equity Compensation Plans

Authorized Equity Compensation Plan Shares

Since January 1, 2014, we have taken the following actions:

On January 28, 2014, we filed with the SEC a Registration Statement on Form S-8 which covers 25,000,000 shares of our common stock available for issuance pursuant to awards under our 2014 Equity Compensation Plan.

Issuance of Equity Compensation Plan Shares

Since January 1, 2014, we have issued the following shares for services rendered

Pursuant to a Consulting Agreement dated January 2, 2014, on January 31, 2014, we issued 10,000,000 post reverse-split shares of our common stock to Brent Fouch, which shares had been registered pursuant to our Registration Statement on Form S-8 filed with the SEC on January 28, 2014.

On March 31, 2014, we issued 5,000 post reverse-split shares to Noah Fouch for consulting services, which shares had been registered pursuant to our Registration Statement on Form S-8 filed January 28, 2014.

Pursuant to a Consulting Agreement dated May 2, 2014, on May 14, 2014, we issued 2,500 post reverse-split shares of our common stock to Brent Fouch, which shares had been registered pursuant to our Registration Statement on Form S-8 filed January 28, 2014, with the SEC.

Pursuant to a Consulting Agreement dated August 20, 2014, on August 28, 2014, we issued 30,000,000 post reverse-split shares of our common stock to Brent Fouch, which shares had been registered pursuant to our Registration Statement on Form S-8 filed January 28, 2014, with the SEC.

Pursuant to a Consulting Agreement dated September 2, 2014, on September 30, 2014, we issued 30,000,000 post reverse-split shares of our common stock to Noah Fouch, which shares had been registered pursuant to our Registration Statement on Form S-8 filed January 28, 2014, with the SEC.

Recent Sales of Unregistered Securities

On the dates specified below, we have issued shares of our common stock to various creditors, IBC Funds, LLC, Magna Group, LLC, Hanover Holdings I, LLC, Asher Enterprises, Inc., JMJ Financial, Gel Properties, LLC, LG Capital Funding, LLC, WHC Capital, AARG Corp, KBM Worldwide, Inc., Cicero Consulting Group, LLC and other parties.

On January 10, 2014, we issued 1,400,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $980 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.

On January 14, 2014, we issued 1,500,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $1,050 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.

On January 23, 2014, we issued 7,000,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $3,850 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.

On January 28, 2014, we issued 7,000,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $3,850 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.

On January 29, 2014, we issued 7,000,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $3,850 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.

On January 31, 2014, we issued 7,000,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $3,850 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.

On February 6, 2014, we issued 7,000,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $4,200 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.

On February 7, 2014, we issued 7,000,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $5,250 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.

On February 8, 2014, we issued 7,000,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $8,750 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.

On February 10, 2014, we issued 12,000,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $15,000 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.

On February 12, 2014, we issued 9,976,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $12,470 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.

Magna Group, LLC. Beginning in 2010 and continuing into 2014, there were several agreements executed between Mind Solutions, Inc. and its predecessors with Brent Fouch, one of the officers of a predecessor. Mr. Fouch had loaned the sum of $347,292 to the predecessor of Mind Solutions for working capital purposes. Mr. Fouch subsequently assigned some of the notes to Magna Group, LLC. See “Item 13. Certain Relationships and Related Transactions and Director Independence – Transactions with Former Officer.” Upon conversion of the notes, Magna Group, LLC received 52,803,315 post reverse split shares of our common stock as follows:

On January 9, 2014, we issued 2,181,818 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $3,000 in outstanding convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On January 10, 2014, we issued 7,272,727 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $8,000 in outstanding convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On January 21, 2014, we issued 8,264,462 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $5,000 in outstanding convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On January 27, 2014, we issued 13,223,140 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $8,000 in outstanding convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On January 29, 2014, we issued 16,568,145 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $13,000 in outstanding convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On January 31, 2014, we issued 18,181,818 post reverse split shares of our common stock to Hanover Holdings I, LLC, as a result of their notice to convert $11,000 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On February 6, 2014, we issued 22,934,315 post reverse split shares of our common stock to Hanover Holdings I, LLC, as a result of their notice to convert $16,500 of principle and $2,421 of accrued interest on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On February 14, 2014, we issued 7,438,017 post reverse split shares of our common stock to Hanover Holdings I, LLC, as a result of their notice to convert $13,500 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On February 20, 2014, we issued 9,646,465 post reverse split shares of our common stock to Hanover Holdings I, LLC, as a result of their notice to convert $13,000 of principle and $1,325 of accrued interest on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On May 2, 2014, we issued 31,619,318 post reverse split shares of our common stock to Hanover Holdings I, LLC, as a result of their notice to convert $26,500 of principle and $1,325 of accrued interest on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On January 9, 2014, we issued 2,419,355 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $2,250 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On January 14, 2014, we issued 2,428,571 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $2,210 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On February 19, 2014, we issued 2,457,831 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $740 of principle and $1,300 of accrued interest on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On May 19, 2014, we issued 15,463,918 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $15,000 on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On May 27, 2014, we issued 15,789,474 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $15,000 on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On May 28, 2014, we issued 14,947,368 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $12,500 together with $1,700 of accrued interest on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On August 14, 2014, we issued 18,072,289 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $15,000 on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On August 18, 2014, we issued 18,518,519 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $15,000 on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On August 21, 2014, we issued 14,516,129 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $7,500 together with $1,500 of accrued interest on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On January 29, 2014, we issued 7,900,000 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $5,214 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On February 5, 2014, we issued 11,200,000 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $7,392 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On February 10, 2014, we issued 16,200,000 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $10,692 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On February 24, 2014, we issued 18,900,000 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $12,474 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On February 27, 2014, we issued 20,000,000 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $12,000 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On April 3, 2014, we issued 14,363,704 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $8,618 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On June 20, 2014, we issued 16,000,000 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $15,360 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On July 15, 2014, we issued 16,407,407 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $15,751 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On October 16, 2014, we issued 20,000,000 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $21,600 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On November 10, 2014, we issued 18,062,673 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $28,178 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On December 29, 2014, we issued 66,000,000 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $19,800 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

Gel Properties, LLC. In 2014, we executed various Securities Purchase Agreements with Gel Properties, LLC, whereby we issued convertible promissory notes to Gel Properties, LLC bearing interest on the unpaid balance at the rate of 10 percent. We issued 104,836,148 post reverse split shares of our common stock to Gel Properties, LLC, in connection with the conversions of the convertible promissory notes as follows:

On August 18, 2014, we issued 7,575,758 post reverse split shares of our common stock to Gel Properties, LLC, as a result of their notice to convert $5,000 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On August 20, 2014, we issued 13,223,140 post reverse split shares of our common stock to Gel Properties, LLC, as a result of their notice to convert $8,000 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On August 25, 2014, we issued 12,727,273 post reverse split shares of our common stock to Gel Properties, LLC, as a result of their notice to convert $7,000 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On September 1, 2014, we issued 14,491,795 post reverse split shares of our common stock to Gel Properties, LLC, as a result of their notice to convert $5,000 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On September 3, 2014, we issued 23,863,636 post reverse split shares of our common stock to Gel Properties, LLC, as a result of their notice to convert $10,000 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On September 8, 2014, we issued 22,727,273 post reverse split shares of our common stock to Gel Properties, LLC, as a result of their notice to convert $10,000 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On September 11, 2014, we issued 10,227,273 post reverse split shares of our common stock to Gel Properties, LLC, as a result of their notice to convert $5,000 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

LG Capital Funding, LLC. In 2014, we executed various Securities Purchase Agreements with LG Capital Funding, LLC, whereby we issued convertible promissory notes to with LG Capital Funding, LLC bearing interest on the unpaid balance at the rate of 10 percent. We issued 145,117,267 post reverse split shares of our common stock to with LG Capital Funding, LLC, in connection with the conversions of the convertible promissory notes as follows:

On August 3, 2014, we issued 23,872,976 post reverse split shares of our common stock to with LG Capital Funding, LLC, as a result of their notice to convert $15,000 of principle and $756 of accrued interest on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On August 27, 2014, we issued 23,991,282 post reverse split shares of our common stock to with LG Capital Funding, LLC, as a result of their notice to convert $10,000 of principle and $556 of accrued interest on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On September 11, 2014, we issued 20,404,607 post reverse split shares of our common stock to with LG Capital Funding, LLC, as a result of their notice to convert $8,900 of principle and $78 of accrued interest on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On September 29, 2014, we issued 20,018,266 post reverse split shares of our common stock to with LG Capital Funding, LLC, as a result of their notice to convert $20,000 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On October 1, 2014, we issued 20,028,704 post reverse split shares of our common stock to with LG Capital Funding, LLC, as a result of their notice to convert $20,000 of principle and $1,030 of accrued interest on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

WHC Capital, LLC. In 2014, we executed various Securities Purchase Agreements with WHC Capital, LLC, whereby we issued convertible promissory notes to with WHC Capital, LLC bearing interest on the unpaid balance at the rate of 12 percent. We issued 32,000,000 post reverse split shares of our common stock to with WHC Capital, LLC, in connection with the conversions of the convertible promissory notes as follows:

On December 9, 2014, we issued 32,000,000 post reverse split shares of our common stock to with WHC Capital, LLC, as a result of their notice to convert $24,000 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

ARRG Corp. In 2014, we executed various Securities Purchase Agreements with ARRG Corp., whereby we issued convertible promissory notes to with ARRG Corp. bearing interest on the unpaid balance at the rate of 8 percent. We issued 37,142,857 post reverse split shares of our common stock to with ARRG Corp., in connection with the conversions of the convertible promissory notes as follows:

On November 27, 2014, we issued 37,142,857 post reverse split shares of our common stock to with ARRG Corp., as a result of their notice to convert $50,000 of principle and $2,000 of accrued interest on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

Caesar Capital Group, LLC. In 2014, we executed various Securities Purchase Agreements with Caesar Capital Group, LLC, whereby we issued convertible promissory notes to with Caesar Capital Group, LLC bearing interest on the unpaid balance at the rate of 8 percent. We issued 37,166,878 post reverse split shares of our common stock to with Caesar Capital Group, LLC, in connection with the conversions of the convertible promissory notes as follows:

On October 17, 2014, we issued 37,166,878 post reverse split shares of our common stock to with Caesar Capital Group, LLC, as a result of their notice to convert $50,000 of principle and $2,034 of accrued interest on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

KBM Worldwide, Inc. In 2014, we executed various Securities Purchase Agreements with KBM Worldwide Inc., whereby we issued convertible promissory notes to with KBM Worldwide Inc. bearing interest on the unpaid balance at the rate of 8 percent. We issued 45,948,276 post reverse split shares of our common stock to with KBM Worldwide Inc., in connection with the conversions of the convertible promissory notes as follows:

		On November 8, 2014, we issued 15,000,000 post reverse split shares of our common stock to with KBM Worldwide Inc., as a result of their notice to convert $15,000 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

		On November 17, 2014, we issued 17,500,000 post reverse split shares of our common stock to with KBM Worldwide Inc., as a result of their notice to convert $17,500 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On November 19, 2014, we issued 13,448,276 post reverse split shares of our common stock to with KBM Worldwide Inc., as a result of their notice to convert $10,000 of principle and $1,700 of accrued interest on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

Cicero Consulting Group, LLC. In 2014, we executed various Securities Purchase Agreements with Cicero Consulting Group, LLC, whereby we issued convertible promissory notes to with Cicero Consulting Group, LLC bearing interest on the unpaid balance at the rate of 8 percent. We issued 131,078,431 post reverse split shares of our common stock to with Cicero Consulting Group, LLC, in connection with the conversions of the convertible promissory notes as follows:

On November 17, 2014, we issued 29,411,764 post reverse split shares of our common stock to with Cicero Consulting Group, LLC, as a result of their notice to convert $50,000 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On December 16, 2014, we issued 41,666,667 post reverse split shares of our common stock to with Cicero Consulting Group, LLC, as a result of their notice to convert $50,000 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On February 11, 2015, we issued 50,000,000 post reverse split shares of our common stock to with Cicero Consulting Group, LLC, as a result of their notice to convert $50,000 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

Iconic Holdings, LLC. In 2014, we executed various Securities Purchase Agreements with Iconic Holdings, LLC, whereby we issued convertible promissory notes to with Iconic Holdings, LLC, bearing interest on the unpaid balance at the rate of 8 percent. We issued 68,750,000 post reverse split shares of our common stock to with Iconic Holdings, LLC, in connection with the conversions of the convertible promissory notes as follows:

On December 27, 2014, we issued 68,750,000 post reverse split shares of our common stock to with Iconic Holdings, LLC, as a result of their notice to convert $27,500 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

On December 25, 2013, we issued 20,000,000 post reverse split shares of our common stock to Kerry Driscoll pursuant to a Consulting Agreement dated December 25, 2013. The shares issued to Mr. Driscoll were restricted in their transfer as required by the Securities Act.

On January 6, 2014, we issued 100,000,000 post reverse split shares of our common stock to Kerry Driscoll pursuant to a Consulting Agreement dated December 25, 2013. The shares issued to Mr, Driscoll were restricted in their transfer as required by the Securities Act.

Pursuant to a Consulting Agreement dated November 11, 2013, on January 15, 2014, we issued 6,000,000 post reverse split shares of our common stock to Mirador Consulting LLC for consulting services to be rendered in the year ended December 31, 2014. The shares issued to Mirador Consulting LLC were restricted in their transfer as required by the Securities Act.

On March 14, 2014, we issued 11,627,907 post reverse split shares of our common stock to Monster Arts, Inc. for consulting services pursuant to a Consulting Agreement dated February 12, 2014. The shares issued to Monster Arts, Inc. were restricted in their transfer as required by the Securities Act.

On March 18, 2014, we issued 5,000,000 post reverse split shares of our common stock to Brett Cusick pursuant to a Consulting Agreement dated March 18, 2014. The shares issued to Mr. Cusick were restricted in their transfer as required by the Securities Act.

On March 19, 2014, we issued to Premier Venture Partners, LLC, a California limited liability company, 12,765,957 shares of our common stock as Initial Commitment Shares in connection with an Equity Purchase Agreement dated March 11, 2014. The shares issued to Premier Venture Partners were restricted in their transfer as required by the Securities Act. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Subsequent Events.”

On May 11, 2014, we issued 5,000,000 post reverse split shares of our common stock to IN2NE Corp. pursuant to a Consulting Agreement dated May 11, 2014. The shares issued to IN2NE Corp. were restricted in their transfer as required by the Securities Act.

On June 2, 2014, we issued 15,000,000 post reverse-split shares of our common stock to Dr. Gordon Chiu. The shares issued to Dr. Chiu were restricted in their transfer as required by the Securities Act.

In 2015 the following chart illustrates conversion of shares for debt:

Date	Name	Shares Converted		Amount
1/5/2015	WHC Capital	40,000	$	26,000.00
1/9/2015	JMJ Financial	71,200	$	21,360.00
1/20/2015	WHC Capital	31,829	$	14,005.16
1/22/2015	Premier Ventures	15,149	$	10,604.93
1/30/2015	KBM Worldwide	37,500	$	15,000.00
2/2/2015	KBM Worldwide	34,000	$	13,600.00
2/3/2015	JMJ Financial	40,000	$	16,800.00
2/12/2015	JMJ Financial	39,777	$	16,706.67
2/13/2015	Cicero Consulting	50,000	$	50,000.00
3/10/2015	Cicero Consulting	50,000	$	50,000.00
3/13/2015	LG Capital Funding LLC	33,689	$	31,500.00
3/16/2015	LG Capital Funding LLC	35,397	$	33,097.00
3/25/2015	JSJ Investments	76,923	$	40,000.00
3/27/2015	JSJ Investments	81,155	$	66,115.07
3/31/2015	Iconic Holdings LLC	33,333	$	27,500.00
5/1/2015	KBM Worldwide	24,691	$	12,500.00
5/1/2015	KBM Worldwide	15,682	$	13,800.00
5/11/2015	Iconic Holdings LLC	34,375	$	27,500.00
6/17/2015	JMJ Financial	17,000	$	10,200.00
6/25/2015	JMJ Financial	20,000	$	10,800.00
7/7/2015	JMJ Financial	18,724	$	30,111.11
8/12/2015	Iconic Holdings LLC	40,000	$	20,000.00
11/9/2015	Iconic Holdings LLC	66,667	$	20,000.00
11/5/2015	LG Capital Funding LLC	9,753	$	4,828.00

11/12/2015	Iconic Holdings LLC	260,000	$	52,000.00
11/25/2015	Iconic Holdings LLC	296,700	$	14,835.00
12/2/2015	Iconic Holdings LLC	200,000	$	10,000.00
12/3/2015	JSJ Investments	166,420	$	8,653.86
12/7/2015	Iconic Holdings LLC	200,000	$	10,000.00
12/10/2015	JSJ Investments	187,805	$	9,765.86
	Total	2,227,774	$	688,283

Our unregistered securities were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D promulgated under the Securities Act. Each investor took his securities for investment purposes without a view to distribution and had access to information concerning us and our business prospects, as required by the Securities Act. In addition, there was no general solicitation or advertising for the purchase of our securities. Our securities were sold only to an accredited investor, as defined in the Securities Act with whom we had a direct personal preexisting relationship, and after a thorough discussion. Finally, our stock transfer agent has been instructed not to transfer any of such securities, unless such securities are registered for resale or there is an exemption with respect to their transfer.

All of the above described investors who received shares of our common stock were provided with access to our filings with the SEC, including the following:

The information contained in our annual report on Form 10-K under the Exchange Act.

The information contained in any reports or documents required to be filed by Mind Solutions under sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act since the distribution or filing of the reports specified above.

A brief description of the securities being offered, and any material changes in our affairs that were not disclosed in the documents furnished.

Purchases of Equity Securities by the Registrant and Affiliated Purchasers

There were no purchases of our equity securities by Mind Solutions or any affiliated purchasers during any month within the fiscal year covered by this report.

Item 6. Selected Financial Data.

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

THE FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED IN THE FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS ANNUAL REPORT ON FORM 10-K.

The following discussion reflects our plan of operation. This discussion should be read in conjunction with the financial statements which are attached to this report. This discussion contains forward-looking statements, including statements regarding our expected financial position, business and financing plans. These statements involve risks and uncertainties. Our actual results could differ materially from the results described in or implied by these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report, particularly under the headings “Special Note Regarding Forward-Looking Statements.”

Unless the context otherwise suggests, “we,” “our,” “us,” and similar terms, as well as references to “VOIS” and “Mind Solutions,” all refer to Mind Solutions as of the date of this report.

Going Concern

As of December 31, 2015, Mind Solutions had an accumulated deficit of $26,952,305. Also, during the year ended December 31, 2015, we used net cash of $596,203 for operating activities. These factors raise substantial doubt about our ability to continue as a going concern.

While we are attempting to commence operations and generate revenues, our cash position may not be significant enough to support our daily operations. Management intends to raise additional funds by way of an offering of our securities. Management believes that the actions presently being taken to further implement our business plan and generate revenues provide the opportunity for Mind Solutions to continue as a going concern. While we believe in the viability of our strategy to generate revenues and in our ability to raise additional funds, we may not be successful. Our ability to continue as a going concern is dependent upon our capability to further implement our business plan and generate revenues.

Results of Operations

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014.

Revenues

During the years ended December 31, 2015 and 2014 we had little revenue. In the years ended December 31, 2015 and 2014, we had revenues from the sale of our software products in the amounts of $19,838 and $534 which was an increase of $19,304. In the years ended December 31, 2015 and 2014, we had services revenues of $0 and $100,000 which was a decrease of $100,000. The service revenues prior were from a consulting agreement in which the Company was paid in stock of the client. Therefore, we classified the stock as a Marketable Securities: Available for Sale asset in which we revalued at each reporting date based on the closing stock price. The client’s stock price has greatly decreased since receiving the stock, so we have recorded an impairment loss of $99,080.

During the years ended December 31, 2015 and 2014 we had cost of sales of $0 and $174 which was a increase of $174. Our cost of sales is primarily made up of the cost to produce and distribute our software applications.

Operating Expenses.

Consulting Fees . For the year ended December 31, 2015, consulting expense increased to $2,845,143 as compared to $2,197,952 from the prior year ended December 31, 2014 which was a increase of $647,191. The increase was primarily the result of more stock being issued to consultants for services rendered to the Company.

Officer Compensation . For the year ended December 31, 2015, officer compensation increased to $1,006,130 as compared to $155,000 from the prior year ended December 31, 2014 which was an increase of $851,130. Officer compensation increased due to additional stock being issued to our sole officers as compensation for services. In the year ended December 31, 2014, our sole officer received $155,000 cash as compensation.

Professional Fees . For the year ended December 31, 2015, professional fees decreased to $177,509 as compared to $201,595 from the prior year ended December 31, 2014 which was a decrease of $27,825. Professional fee expense decreased slightly due to decrease in accounting and legal fees due to decreased reliance and need on the legal front.

Research and Development. For the year ended December 31, 2015 we incurred costs of $151,773 as we refined our head set. There were no costs in 2014.

General and Administrative Expense . For the year ended December 31, 2015, general and administrative expenses increased to $79,031 as compared to $54,012 from the prior year ended December 31, 2013 which was an increase of $5,449. For the years ended December 31, 2014, and 2013, general and administrative expenses consisted of the following:

	2015		2014
Advertising	$	30,384	$	11,815
Edgarizing& XBRL		27,771		17,353
Depreciation		769		2,577
Other		20,107		22,267
	$	79,031	$	54,012

Advertising . For the year ended December 31, 2015, advertising expense amounted to $30,384 as compared to $11,815 for the year ended December 31, 2014. The increase was due to additional funds being spent on web development.

Edgarizing&XBRL . For the year ended December 31, 2015, edgarizing and XBRL expense amounted to $27,771 as compared to $17,353 for the year ended December 31, 2014. We incurred more costs as a result of additional issuance of convertible debt satisfaction shares.

Depreciation . For the year ended December 31, 2015, depreciation expense amounted to $769 as compared to $2,577 for the year ended December 31, 2014.

Other Expense . For the year ended December 31, 2015, other expenses which includes repairs and maintenance, postage, dues and subscriptions, supplies, etc. amounted to $20,107 as compared to $22,441 for the year ended December 31, 2014.

Net Loss. Our net loss from operations increased to $6,001,554 for the year ended December 31, 2015 compared to a profit in 2014 of $2,338,997. The profit in 2014 was mainly due to a derivative adjustment of income of $5,000,377 in that year as opposed to a loss on derivative of $1,146,684 in 2015.

Interest Expense . For the year ended December 31, 2015, interest expense increased to $611,243 as compared to $57,139 for the year ended December 31, 2014. The increase was due to additional original issue discount and market to market adjustments interest expense incurred on the convertible notes payable funded in 2015.

Gain/(Loss) on Derivative Adjustment . For the year ended December 31, 2014, the Company had a gain on derivative adjustment of $5,000,377 as compared with a loss on derivative adjustment of $1,146,684 for the year ended December 31, 2015. The decrease in the fair value of the derivative liability calculated using the Multi-Nomial Lattice Model pertaining to our outstanding convertible notes payable caused the gain/(loss) on derivative adjustment.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate adequate amounts of cash to meet its needs for cash. The following table provides certain selected balance sheet comparisons between December 31, 2015, and 2014.

	December 31, 2015			December 31, 2014		$ Change			Percent Change
Working Capital	$	(2,050,101	)	$	817,271	$	(2,867,372	)		Over 100%
Cash		5,107			113,199		(108,092	)		95.5%
Total current assets		62,026			2,481,556		(2,419,530	)		97.5%
Total assets		64,054			2,488,291		(2,424,237	)		97.4%
Accounts payable and accrued liabilities		438,189			389,166		49,023			12.6%
Notes payable and accrued interest		1,069,836			560,486		509,350			90.9%
Derivative Liability		604,102			714,633		(110,531	)		15.5%
Total current liabilities		2,112,127			1,664,285		447,842			26.9%
Total liabilities	$	2,112,127		$	1,664,285	$	447,842			26.9%

At December 31, 2015, our working capital deficit decreased as compared to December 31, 2014, primarily as a result of a decrease in prepaid expenses

Operating Activities

Net cash used for continuing operating activities during fiscal 2015 was $618,075 as compared to $959,099 for fiscal 2014. Non-cash items totaling approximately $1,409,011 contributing to the net cash used in continuing operating activities for fiscal 2015 include:

$320,220 representing the value of shares issued to consultants and officers;

$1,146,684 of loss on derivative adjustment;

$(3,938) of available-for-sale securities received for service revenues;

$585,065 of original issue discount;

$769 of depreciation; and

$2,324,267 decrease in prepaid expense and inventory

$60,528 increase in accounts payable.

Net cash used for continuing operating activities during fiscal 2014 was $705,293. Non-cash items totaling approximately $3,037,868 contributing to the net cash used in continuing operating activities for fiscal 2014 include:

				$805,096 representing the value of shares issued to consultants and officers;
			$1,823,156 of derivative gain;

$50,000 of available-for-sale securities compensation;

$2,078,807 increase in prepaid expenses

$2,577 of depreciation; and

$5,695 increase in accounts payable.

Investing Activities

Net cash used in investing activities was $0 and $2,936 in fiscal 2015 and 2014.

Financing Activities

For the year ended December 31, 2015, net cash provided by financing activities was $488,111 which consisted of $463,111 in proceeds from convertible notes and $25,000 in proceeds from a promissory note. For the year ended December 31, 2014, net cash provided by financing activities was $774,000 which consisted of proceeds from convertible notes.

Critical Accounting Estimates and Policies

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. Critical accounting policies include revenue recognition and impairment of long-lived assets.

We recognize revenue in accordance with Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements.” Sales are recorded when products are shipped to customers. Provisions for discounts and rebates to customers, estimated returns and allowances and other adjustments are provided for in the same period the related sales are recorded.

ot required to provide the information required by this Item as it is a "smaller reporting company," as defined by Rule 229.10(f)(1).

Stock-Based Compensation

We recognize compensation cost for stock-based awards based on the estimated fair value of the award on date of grant. We measure compensation cost at the grant date based on the fair value of the award and recognize compensation cost upon the probable attainment of a specified performance condition or over a service period.

Recently Issued Accounting Pronouncements

There are none that have an impact on the financial statements.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 8. Financial Statements and Supplementary Data.

The financial statements and related notes are included as part of this report as indexed in the appendix on page F-1, et seq .

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

During the last two fiscal years, we have had no disagreements with our accountants on accounting and financial disclosure.

Resignation of Certifying Accountants. In 2015 we accepted the resignation of Terry l Johnson (Johnson) from his engagement to be the independent certifying accountant for Mind Solutions.

In 2015, the Public Company Accounting Oversight Board (“PCAOB”) revoked the registration of Johnson due to its violations of PCAOB rules and auditing standards in auditing the financial statements and PCAOB rules and quality control standards with respect to Johnsons’ clients; Mind Solutions was not one of the clients for which Johnson was sanctioned.

Engagement of Certifying Accountants. In 2015 we engaged Patrick Heyn (Heyn) as our independent accountants to report on our balance sheet as of December 31, 2015 and 2014, and the related combined statements of income, stockholders’ equity and cash flows for the years then ended. The decision to appoint Heyn was approved by our board of directors.

During our two most recent fiscal years and any subsequent interim period prior to the engagement of Heyn, neither we nor anyone on our behalf consulted with Heyn regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and either a written report was provided to us or oral advice was provided that the new accountant concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) and the related instructions to Regulation S-K) or a reportable event (as described in paragraph 304(a)(1)(v) of Regulation S-K).

Item 9A. Controls and Procedures.

See Item 9A(T) below.

Item 9A(T). Controls and Procedures.

Evaluation of Disclosure and Controls and Procedures. We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a – 15(c) and 15d – 15(e)). Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of the end of the period ended December 31, 2015, our disclosure controls and procedures were not effective (1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our chief executive and chief financial officers, as appropriate to allow timely decisions regarding required disclosure.

The term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a, et seq. ) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of inherent limitations in all control systems, internal control over financial reporting may not prevent or detect misstatements, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the registrant have been detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management’s Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

The term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2015. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

Changes in Internal Control Over Financial Reporting. There have been no changes in the registrant’s internal control over financial reporting through the date of this report or during the period ended December 31, 2015, that materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Independent Registered Accountant’s Internal Control Attestation. This report does not include an attestation report of the registrant’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the registrant’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the registrant to provide only management’s report in this report.

Remediation plans for material weaknesses over internal controls. Our plans to mitigate material weaknesses in disclosure controls and procedures for future filings will be dependent on our ability to obtain adequate financing to fund development of our financial reporting infrastructure. At this time it is not cost beneficial for us to utilize capital to focus on mitigating financial reporting weaknesses; however, we expect to implement a plan for remediation of these deficiencies when sufficient funding to implement such a plan is available.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth information concerning the directors and executive officers of Mind Solutions as of the date of this report:

Name

Age

Position

Officer and Director

Since

Ziyad Osachi

Chairman, Chief Executive Officer, President, Chief Financial Officer, Principal Accounting Officer, and Secretary

May 31, 2016

The members of our board of directors are subject to change from time to time by the vote of the stockholders at special or annual meetings to elect directors. Our current board of directors consists of one director, who has expertise in the proposed business of Mind Solutions. Upon receipt of sufficient funds to pay for consultants as described elsewhere in this report either from revenues or through receipt of funds from debt or sales of our common stock, we intend to seek directors and officers who would be able to properly execute our proposed business plan.

The foregoing notwithstanding, except as otherwise provided in any resolution or resolutions of the board, directors who are elected at an annual meeting of stockholders, and directors elected in the interim to fill vacancies and newly created directorships, will hold office for the term for which elected and until their successors are elected and qualified or until their earlier death, resignation or removal.

Whenever the holders of any class or classes of stock or any series thereof are entitled to elect one or more directors pursuant to any resolution or resolutions of the board, vacancies and newly created directorships of such class or classes or series thereof may generally be filled by a majority of the directors elected by such class or classes or series then in office, by a sole remaining director so elected or by the unanimous written consent or the affirmative vote of a majority of the outstanding shares of such class or classes or series entitled to elect such director or directors. Officers are elected annually by the directors. There are no family relationships among our directors and officers.

We may employ additional management personnel, as our board of directors deems necessary. Mind Solutions has not identified or reached an agreement or understanding with any other individuals to serve in management positions, but does not anticipate any problem in employing qualified staff.

A description of the business experience for each of the directors and executive officers of Mind Solutions is set forth below.

Since May 31, 2016, Mr. Osachi has been our president, principal executive officer, secretary, treasurer, principal financial officer and principal accounting officer and sole member of our board of directors. Since May 31, 2016, Mr. Osachi has been president, principal executive officer, secretary, treasurer, principal financial officer, principal accounting officer and sole member of the board of directors of Rapid Fire Marketing, Inc. From June 21, 2011 until December 31, 2013, Mr. Osachi was unemployed. Since December 1, 2013, Mr. Osachi has been employed by L&Z Wireless Enterprises, Inc. in Chula Vista, California as its store manager. L&Z Wireless Enterprises, Inc. is a cell phone provider for Cricket Wireless.

Committees of the Board

We do not currently have an Audit, Executive, Finance, Compensation, or Nominating Committee, or any other committee of the board of directors. However, we have adopted charters for these committees, in the event that we elect to implement them. Copies of the charters for each proposed committee have been previously filed with the SEC.

The responsibilities of these committees are fulfilled by our board of directors and all of our directors participate in such responsibilities, none of whom is “independent” as defined under Rule 4200(a)(15) of the NASD’s listing standards described below, as our financial constraints have made it extremely difficult to attract and retain qualified independent board members. Since we do not have any of the subject committees, our entire board of directors participates in all of the considerations with respect to our audit, compensation and nomination deliberations.

Rule 4200(a)(15) of the NASD’s listing standards defines an “independent director” as a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The following persons shall not be considered independent:

A director who is, or at any time during the past three years was, employed by the company;

A director who accepted or who has a Family Member who accepted any compensation from the company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following: (i) compensation for board or board committee service; (ii) compensation paid to a Family Member who is an employee (other than as an executive officer) of the company; or (iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation. Provided, however, that in addition to the requirements contained in this paragraph, audit committee members are also subject to additional, more stringent requirements under Rule 4350(d).

A director who is a Family Member of an individual who is, or at any time during the past three years was, employed by the company as an executive officer;

A director who is, or has a Family Member who is, a partner in, or a controlling stockholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services in the current or any of the past three fiscal years that exceed five percent of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than the following: (i) payments arising solely from investments in the company’s securities; or (ii) payments under non-discretionary charitable contribution matching programs.

A director of the issuer who is, or has a Family Member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the issuer serve on the compensation committee of such other entity; or

A director who is, or has a Family Member who is, a current partner of the company’s outside auditor, or was a partner or employee of the company’s outside auditor who worked on the company’s audit at any time during any of the past three years.

We hope to add qualified independent members of our board of directors at a later date, depending upon our ability to reach and maintain financial stability.

Audit Committee

The entire board of directors performs the functions of an audit committee, but no written charter governs the actions of the board when performing the functions of what would generally be performed by an audit committee. The board approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the board reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor. At the present time, Kerry Driscoll, our chief executive officer and chief financial officer, is considered to be our expert in financial and accounting matters.

Nomination Committee

Our size and the size of our board, at this time, do not require a separate nominating committee. When evaluating director nominees, our directors consider the following factors:

The appropriate size of our board of directors;

Our needs with respect to the particular talents and experience of our directors;

The knowledge, skills and experience of nominees, including experience in finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the board;

Experience in political affairs;

Experience with accounting rules and practices; and

The desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new board members.

Our goal is to assemble a board that brings together a variety of perspectives and skills derived from high quality business and professional experience. In doing so, the board will also consider candidates with appropriate non-business backgrounds.

Other than the foregoing, there are no stated minimum criteria for director nominees, although the board may also consider such other factors as it may deem are in our best interests as well as our stockholders. In addition, the board identifies nominees by first evaluating the current members of the board willing to continue in service. Current members of the board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of the board does not wish to continue in service or if the board decides not to re-nominate a member for re-election, the board then identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the board are polled for suggestions as to individuals meeting the criteria described above. The board may also engage in research to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third party search firm, if necessary. The board does not typically consider stockholder nominees because it believes that its current nomination process is sufficient to identify directors who serve our best interests.

Scientific & Business Advisory Board

We have a Scientific Advisory Board that provides expert advice on product development and other matters. This board has been composed of two members, Sam Irvantchi and Joe Abrams.

Sam Iravantchi is a seasoned executive visionary with over 28 years of successful engineering and product development experience. Sam has strong strategic and operational management skills and the knowledge and wisdom gained from bringing over 500 different products to market from concept to production. Sam is the owner and operator of designCATAPULT, Inc.

Joe Abrams co-founded in 1999 Intermix, the parent company of social networking leader MySpace. In 2005, MySpace was sold to News Corp. for $580 million. In addition, Mr. Abrams was a founder of The Software Toolworks, a software company that released several hit titles in the 1980’s, which ultimately led to the company’s sale in 1994 to Pearson, PLC for $462 million. He has deep experience in helping early-stage, publicly held technology companies reach the next phase of growth. Joe Abrams contract has now expired and the Company will only be able to re-engage him if adequate capital becomes available.

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a) of the Exchange Act, our directors and certain of our officers, and persons holding more than 10 percent of our common stock are required to file forms reporting their beneficial ownership of our common stock and subsequent changes in that ownership with the United States Securities and Exchange Commission. Such persons are also required to furnish Mind Solutions with copies of all forms so filed.

Based solely upon a review of copies of such forms filed on Forms 3, 4, and 5, and amendments thereto furnished to us, we believe that as of the date of this report, our executive officers, directors and greater than 10 percent beneficial owners have not complied on a timely basis with all Section 16(a) filing requirements.

Communication with Directors

Stockholders and other interested parties may contact any of our directors by writing to them at Mind Solutions, Inc., at 3755 Avocado Blvd Suite 108, La Mesa, California 91941, Attention: Corporate Secretary.

Our board has approved a process for handling letters received by us and addressed to any of our directors. Under that process, the Secretary reviews all such correspondence and regularly forwards to the directors a summary of all such correspondence, together with copies of all such correspondence that, in the opinion of the Secretary, deal with functions of the board or committees thereof or that he otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by us that are addressed to members of the board and request copies of such correspondence.

Conflicts of Interest

With respect to transactions involving real or apparent conflicts of interest, we have adopted written policies and procedures which require that:

		The fact of the relationship or interest giving rise to the potential conflict be disclosed or known to the directors who authorize or approve the transaction prior to such authorization or approval;
		The transaction be approved by a majority of our disinterested outside directors.

Code of Ethics for Senior Executive Officers and Senior Financial Officers

We have adopted an amended Code of Ethics for Senior Executive Officers and Senior Financial Officers that applies to our president, chief executive officer, chief operating officer, chief financial officer, and all financial officers, including the principal accounting officer. The code provides as follows:

Each officer is responsible for full, fair, accurate, timely and understandable disclosure in all periodic reports and financial disclosures required to be filed by us with the Securities and Exchange Commission or disclosed to our stockholders and/or the public.

Each officer shall immediately bring to the attention of the audit committee, or disclosure compliance officer, any material information of which the officer becomes aware that affects the disclosures made by us in our public filings and assist the audit committee or disclosure compliance officer in fulfilling its responsibilities for full, fair, accurate, timely and understandable disclosure in all periodic reports required to be filed with the Securities and Exchange Commission.

Each officer shall promptly notify our general counsel, if any, or the president or chief executive officer as well as the audit committee of any information he may have concerning any violation of our Code of Business Conduct or our Code of Ethics, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in our financial reporting, disclosures or internal controls.

Each officer shall immediately bring to the attention of our general counsel, if any, the president or the chief executive officer and the audit committee any information he may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to us and the operation of our business, by us or any of our agents.

Any waiver of this Code of Ethics for any officer must be approved, if at all, in advance by a majority of the independent directors serving on our board of directors. Any such waivers granted will be publicly disclosed in accordance with applicable rules, regulations and listing standards.

We have posted a copy of our Code of Ethics on our website. We will provide to any person without charge, upon request, a copy of our Code of Ethics. Any such request should be directed to our corporate secretary at the address listed below in the next paragraph. The information contained in our website shall not constitute part of this report.

Item 11. Executive Compensation.

Summary of Cash and Certain Other Compensation

At present, Mind Solutions has one executive officer. The compensation program for future executives will consist of three key elements which will be considered by a compensation committee to be appointed:

A base salary;

A performance bonus; and

Periodic grants and/or options of our common stock.

Base Salary . Our chief executive officer and all other senior executive officers receive compensation based on such factors as competitive industry salaries, a subjective assessment of the contribution and experience of the officer, and the specific recommendation by our chief executive officer.

Performance Bonus . A portion of each officer’s total annual compensation is in the form of a bonus. All bonus payments to officers must be approved by our compensation committee based on the individual officer’s performance and company performance. Stock Incentive . Stock grants and options are awarded to executive officers based on their positions and individual performance. Stock grants and options provide incentive for the creation of stockholder value over the long term and aid significantly in the recruitment and retention of executive officers. The compensation committee considers the recommendations of the chief executive officer for stock grants and options to executive officers (other than the chief executive officer) and approves, disapproves or modifies such recommendation. Stock grants and options for the chief executive officer will be recommended and approved by our board of directors. See “Market Price of and Dividends on our Common Equity and Related Stockholder Matters - Securities Authorized for Issuance under Equity Compensation Plans.”

It is uncertain when, if ever, we will be in a position to compensate any of our officers or directors. Before we can expect to provide for officer salaries, we will have to obtain revenues from the sales of our products or raise funds through a debt or equity offering of our securities. See “Item 1. Business.”

Mind Solutions Summary Compensation Table

The following table sets forth, for our named executive officers for the two completed fiscal years ended December 31, 2015, and 2014:

Name and
Principal Position

Year

Salary ($)

Bonus ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Nonqualified

deferred

compensation

earnings

($)

All Other Compensation ($)

Total ($)

Kerry Driscoll (1)

2015

60,000

-0-

946,130

-0-

1,006,130

2014

155,000

-0-

5,000

-0-

160,000

________

(1) Mr. Driscoll is our former chairman of the board, president, chief financial officer, principal accounting officer, and secretary. Mr. Driscollresigned from all positions on May 31, 2016.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information for each of our named executive officers as of the end of our last completed fiscal year, December 31, 2015:

	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Kerry Driscoll (1)	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

________

(1)

Mr. Driscoll is our former chairman of the board, president, chief financial officer,principal accounting officer, and secretary. Mr. Driscoll resigned from all positions on May 31, 2016.

Mind Solutions Employment Agreements

As of the date of this report, Mind Solutions does not have any employment agreement with Kerry Driscoll, our chairman of the board, president, chief financial officer, principal accounting officer, and secretary, although we do have a Consulting Agreement executed on December 25, 2013. Pursuant to the Consulting Agreement, Mr. Driscoll is charged with creating operating plans for the strategic direction of Mind Solutions correlated with annual operating budgets, and will provide such services as managing the business of sales, marketing, production and general business services.

Mind Solutions Director Compensation

Our directors do not receive compensation for their services as directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table presents information regarding the beneficial ownership of all shares of our common stock and preferred stock as of the date of this report by:

		Each person who owns beneficially more than five percent of the outstanding shares of our common stock;
		Each person who owns beneficially more than five percent of the outstanding shares of our preferred stock;
		Each director;
		Each named executive officer; and
		All directors and officers as a group.

Name of Beneficial Owner (1)	Shares of Preferred Stock Beneficially Owned (2)				Shares of Common Stock Beneficially Owned (2)
		Number	Percent			Number	Percent
ZiyadOsachi Chairman, Chief Executive Officer, President, Chief Financial Officer, Principal Accounting Officer, and Secretary		0	0			0	0
All officers and directors as a group (one person)		0	0			0	0
GELI Holdings, Inc.		5,000,000	100	%		0	0
Jeff Dashefsky		0	0			50,000,000	56%

________

(1)

Unless otherwise indicated, the address for each of these stockholders is c/o Mind Solutions, Inc., at 3755 Avocado Blvd Suite 108, La Mesa, California 91941. Also, unless otherwise indicated, each person named in the table above has the sole voting and investment power with respect to our shares of common stock or preferred stock which he beneficially owns.

(2)

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. As of the date of this report, there were outstanding 88,841,082 shares of our common stock. As of the date of this report, we have 4,000,000 shares of the Series A Preferred Stock and 1,000,000 shares of the Series B Preferred Stock issued and outstanding. The Series A Preferred Stock does not have any voting rights. However, subject to adjustment as provided in the Certificate of Designation, each share of the Series A Preferred Stock shall be convertible into 100 fully paid and nonassessable share of our common stock. The Preferred B Stock provides super voting rights of 5,000 : 1.

Other than as stated herein, there are no arrangements or understandings, known to us, including any pledge by any person of our securities:

The operation of which may at a subsequent date result in a change in control of Mind Solutions; or

With respect to the election of directors or other matters.

Item 13. Certain Relationships and Related Transactions and Director Independence.

Consulting Agreements

Consulting Agreements with Kerry Driscoll. Mind Solutions executed a Consulting Agreement on December 25, 2013, with Kerry Driscoll, our current chief executive officer and chief financial officer, whereby we issued 120,000,000 post reverse-split shares of our common stock for one year of executive services. The 120,000,000 shares were valued at the closing price of $0.0022 on the date of the agreement which resulted in Mind Solutions recording officer compensation of $264,000 over the life of the agreement. The portion of the agreement not yet completed as of December 31, 2013, was recorded as prepaid expense in the amount of $263,397.

On September 30, 2013, we issued 17,812 post reverse-split shares of our common stock to Kerry Driscoll for consulting services rendered to Mind Solutions by September 30, 2013, which shares had been registered pursuant to our Registration Statement on Form S-8 filed March 31, 2013, with the SEC and a subsequent Post-Effective Amendment No. 1 to Form S-8 filed with the SEC on September 9, 2013.

The registrant executed a service agreement on September 12, 2014, with its current Chief Executive Officer, Kerry Driscoll, whereby the registrant issued 5,000,000 shares of Series A Preferred Stock for one year of services such as compliance, guidance, infrastructure and business strategy. The 5,000,000 shares were valued at par $0.001which resulted in the registrant recording officer compensation of $5,000 over the life of the contract.

In addition to the above issuance of shares of our common stock to Mr. Driscoll, with respect to various Consulting Agreements with Mr. Driscoll, please see “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Securities Authorized for Issuance under Equity Compensation Plans.”

License Agreement

In December 2012, we executed a license agreement with Mind Technologies, Inc. for the right to use, develop, improve, manufacture, and sale the licensed software application which uses wireless headsets to read brain waves and allow interaction with a computer. We issued 3,500 post reverse-split shares of our common stock as consideration for the license agreement. Mind Technologies, Inc. was a related party to Mind Solutions because its chief executive officer, Brent Fouch, was also the former chief executive officer of Mind Solutions, Inc. See Note 9 to our attached financial statements for more details on licensed products.

Service Agreement with Former Officer

The company executed a service agreement on September 12, 2014, with Brent Fouch, a former officer of the registrant, whereby the registrant issued 5,000,000 shares of Series A Preferred Stock for one year services to facilitate the development of BCI software compatibility with the registrant’s micro BCI headset. The 5,000,000 shares were valued at market value on the day of issuance, which resulted in the registrant recording a consulting expense of $1,700,000 over the life of the contract.

Asset Purchase Agreement

On April 30, 2013, we executed an asset purchase agreement with Mind Technologies, Inc. whereby we purchased all the assets of Mind Technologies, Inc. for 15,000 post reverse-split shares of our common stock. The assets purchased include those previously licensed from Mind Technologies, Inc., described in Note 9 to our attached financial statements.

Free Office Space Provided by Chief Executive Officer

Mind Solutions has been provided office space by its chief executive officer Kerry Driscoll at no cost. Management has determined that such cost is nominal and did not recognize the rent expense in its financial statements.

Transactions With Former Officer

Beginning in 2010 and continuing into 2014, there were several agreements executed between Mind Solutions, Inc. and its predecessors with Brent Fouch, one of the officers of a predecessor who loaned $347,292 to Mind Solutions for working capital purposes. In payment of the amount owed to Mr. Fouch, we issued various convertible promissory notes. Mr. Fouch subsequently converted or assigned the notes to Magna Group, LLC.

Item 14. Principal Accounting Fees and Services.

Audit Fees

The aggregate fees billed by Patrick D. Heyn. CPA, P. A. for professional services rendered for the audit of our annual financial statements for fiscal year ended December 31, 2015 and 2014, were $20,000.

Audit Related Fees

None.

Tax Fees

None.

All Other Fees

None.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)	All financial statements are included in Item 8 of this report.
(b)	All financial statement schedules required to be filed by Item 8 of this report and the exhibits contained in this report are included in Item 8 of this report.
(c)	The following exhibits are attached to this report:

Exhibit No.	Identification of Exhibit
2.1**	Plan and Agreement of Merger Between VOIS, Inc. (a Florida Corporation) and Mind Solutions, Inc. (a Nevada corporation) dated October 15, 2013, filed as an exhibit to the registrant’s Definitive Schedule 14C on October 23, 2013, Commission File Number 000-33053.
2.2**	Agreement and Plan of Merger dated October 19, 2012, by and among VOIS, Inc., Mind Solutions, Inc., a Nevada corporation, Mind Solutions, Inc., an Ontario corporation and Mind Solutions Acquisition Corp., a Nevada corporation filed as Exhibit 2.1 to the registrant’s Form 8-K on October 23, 2012, Commission File Number 000-33053.
3.1**	Delaware Certificate of Incorporation of Medical Records by Net, Inc., dated May 19, 2000, filed as Exhibit 2(a) to the registrant’s Registration Statement on Form SB-1 on March 22, 2001, Commission File Number 333-57468
	Delaware Certificate of Amendment to the Certificate of Incorporation of Medical Records by Net, Inc. changing the its corporate name to Lifelink Online, Inc., dated October 17, 2000, filed as Exhibit 2(a) to the registrant’s Registration Statement on Form SB-1 on March 22, 2001, Commission File Number 333-57468.
	Delaware Certificate of Amendment to the Certificate of Incorporation of Lifelink Online, Inc. changing the its corporate name to MedStrong Corporation, dated January 17, 2001, filed as Exhibit 2(a) to the registrant’s Registration Statement on Form SB-1 on March 22, 2001, Commission File Number 333-57468.
	Delaware Certificate of Amendment to the Certificate of Incorporation of MedStrong Corporation changing the its corporate name to MedStrong International Corporation, dated March 9, 2001, filed as Exhibit 2(a) to the registrant’s Registration Statement on Form SB-1 on March 22, 2001, Commission File Number 333-57468.

3.2**	Certificate of Amendment to the Certificate of Incorporation of MedStrong International Corporation dated August 2006, filed as Exhibit 3.1(a) to the registrant’s Report on Form 10-QSB on August 21, 2006, Commission File Number 333-57468.
	Form of Restated Certificate of Incorporation of MedStrong International Corporation dated May 19, 2000, filed as Exhibit 3.1(b) to the registrant’s Report on Form 10-QSB on August 21, 2006, Commission File Number 333-57468.
3.3**	Certificate of Amendment to the Certificate of Incorporation of MedStrong International Corporation dated October 24, 2006, filed as Exhibit 3.1(c) to the registrant’s Report on Form 10-KSB on March 30, 2007, Commission File Number 333-57468.
3.4**	Certificate of Amendment to the Certificate of Incorporation of MedStrong International Corporation changing its name to VOIS, Inc. dated March 26, 2007, filed as Exhibit 3.1(e) to the registrant’s Report on Form 10-QSB on May 15, 2007, Commission File Number 333-57468.
3.5**	Bylaws of Lifelink Online, Inc. filed as Exhibit 2(b) to the registrant’s Registration Statement on Form SB-1 on March 23, 2001, Commission File Number 333-57468.
3.6**	Certificate of Domestication and Articles of Incorporation of VOIS, Inc. filed with the Secretary of State of Florida on March 18, 2009, filed as Exhibit 3.10 to the registrant’s Report on Form 8-K on March 24, 2009, Commission File Number 000-33035.
3.7**	Articles of Amendment to the Articles of Incorporation of VOIS, Inc. as filed with the Secretary of State of Florida on November 4, 2010, filed as Exhibit 3.13 to the registrant’s Current Report on Form 8-K on November 22, 2010, Commission File Number 000-33053.
3.8**	Articles of Amendment to the Articles of Incorporation of VOIS Inc. filed with the Florida Secretary of State on December 2, 2011, filed as Exhibit 3.8 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
3.9**	Articles of Merger between Mind Solutions, Inc. and Mind Solutions Acquisition Corp. filed with the State of Nevada on October 23, 2012, filed as Exhibit 3.9 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
3.10**	Articles of Amendment to the Articles of Incorporation of VOIS Inc. filed with the Florida Secretary of State on May 17, 2013, filed as Exhibit 3.10 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
3.11**	Articles of Amendment to the Articles of Incorporation of VOIS Inc. filed with the Florida Secretary of State on August 28, 2013, filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K on August 30, 2013, Commission File Number 000-33053.
3.12**	Amended and Restated Articles of Incorporation of Mind Solutions, Inc. on October 28, 2013, filed as an exhibit to the registrant’s Definitive Schedule 14C on October 23, 2013, Commission File Number 000-33053.
3.13**	Amended and Restated Bylaws of Mind Solutions, Inc. on October 28, 2013, filed as an exhibit to the registrant’s Definitive Schedule 14C on October 23, 2013, Commission File Number 000-33053.
3.14**	Articles of Merger between Mind Solutions, Inc. and VOIS, Inc. filed with the State of Florida on October 28, 2013, filed as Exhibit 3.14 to the registrant’s Annual Report on Form 10-K on April 14, 2014, Commission File Number 000-33053.

3.15**	Articles of Merger between Mind Solutions, Inc. and VOIS, Inc. filed with the State of Nevada on October 28, 2013, filed as Exhibit 3.15 to the registrant’s Annual Report on Form 10-K on April 14, 2014, Commission File Number 000-33053.
3.16**	Amendment to the Articles of Incorporation of VOIS, Inc. filed with the State of Florida on August 28, 2013, filed as Exhibit 3.16 to the registrant’s Annual Report on Form 10-K on April 14, 2014, Commission File Number 000-33053.
3.17**	Articles of Incorporation of Red Meteor, Inc. filed with the Secretary of State of Nevada on May 24, 2002, filed as Exhibit 3.17 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
3.18**	Certificate of Amendment to the Articles of Incorporation of Red Meteor, Inc. changing its name to Prize Entertainment, Inc. filed with the Secretary of State of Nevada on November 13, 2003, filed as Exhibit 3.18 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
3.19**	Certificate of Amendment to the Articles of Incorporation of Prize Entertainment, Inc. changing its name to Mind Solutions, Inc. filed with the Secretary of State of Nevada on November 20, 2009, filed as Exhibit 3.19 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
3.20**	Bylaws of Red Meteor, Inc. filed as Exhibit 3.20 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
4.1**	Certificate of Designation for Series A Preferred Stock filed with the Secretary of State of Nevada on September 10, 2014, filed as Exhibit 4.1 to the registrant’s Report on Form 8-K on September 10, 2014, Commission File Number 000-33035.
10.1**	Asset Purchase Agreement dated April 30, 2013, by and between Mind Technologies, Inc., a Nevada corporation, and VOIS, Inc. filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on May 7, 2013, Commission File Number 000-33053.
10.2**	Equity Purchase Agreement, dated March 11, 2014, between Mind Solutions, Inc. and Premier Venture Partners, LLC filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on March 26, 2014, Commission File Number 000-33053.
10.3**	Securities Purchase Agreement, dated March 11, 2014, between Mind Solutions, Inc. and Premier Venture Partners, LLC filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K on March 26, 2014, Commission File Number 000-33053.
10.4**	Convertible Promissory Note in the original principal amount of $10,000 executed by Mind Solutions, Inc. in favor of Premier Venture Partners, LLC filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on March 26, 2014, Commission File Number 000-33053.
10.5**	Registration Rights Agreement, dated March 11, 2014, between Mind Solutions, Inc. and Premier Venture Partners, LLC filed as Exhibit 10.4 to the registrant’s Current Report on Form 8-K on March 26, 2014, Commission File Number 000-33053.
10.6**	Charter of the Audit Committee of Mind Solutions, Inc. filed as Exhibit 10.6 to the registrant’s Annual Report on Form 10-K on April 14, 2014, Commission File Number 000-33053.
10.7**	Code of Business Conduct of Mind Solutions, Inc. filed as Exhibit 10.7 to the registrant’s Annual Report on Form 10-K on April 14, 2014, Commission File Number 000-33053.

10.8**	Amended Code of Ethics for Senior Executive Officers and Senior Financial Officers of Mind Solutions, Inc. filed as Exhibit 10.8 to the registrant’s Annual Report on Form 10-K on April 14, 2014, Commission File Number 000-33053.
10.9**	Charter of the Compensation Committee of Mind Solutions, Inc. filed as Exhibit 10.9 to the registrant’s Annual Report on Form 10-K on April 14, 2014, Commission File Number 000-33053.
10.10**	Corporate Governance Principles of the Board of Directors of Mind Solutions, Inc. filed as Exhibit 10.10 to the registrant’s Annual Report on Form 10-K on April 14, 2014, Commission File Number 000-33053.
10.11**	Charter of the Executive Committee of the Board of Directors of Mind Solutions, Inc. filed as Exhibit 10.11 to the registrant’s Annual Report on Form 10-K on April 14, 2014, Commission File Number 000-33053.
10.12**	Charter of the Finance Committee of Mind Solutions, Inc. filed as Exhibit 10.12 to the registrant’s Annual Report on Form 10-K on April 14, 2014, Commission File Number 000-33053.
10.13**	Charter of the Governance and Nominating Committee of Mind Solutions, Inc. filed as Exhibit 10.13 to the registrant’s Annual Report on Form 10-K on April 14, 2014, Commission File Number 000-33053.
10.14**	Royalty, Ownership and Inventor’s Agreement, dated February 12, 2011, by and between Dr. Gordon Chiu, Brent Fouch, and Mind Technologies, Inc. filed as Exhibit 10.14 to the registrant’s Annual Report on Form 10-K on April 14, 2014, Commission File Number 000-33053.
10.15**	Consulting Agreement dated December 25, 2013, by and between Kerry Driscoll and the registrant filed as Exhibit 10.15 to the registrant’s Annual Report on Form 10-K on April 14, 2014, Commission File Number 000-33053.
10.16**	Officer Agreement dated August 20, 2013, by and between Jeff Dashefsky and VOIS, Inc. filed as Exhibit 10.16 to the registrant’s Annual Report on Form 10-K on April 14, 2014, Commission File Number 000-33053.
10.17**	Settlement Agreement and Stipulation dated November 21, 2013, by and between IBC Funds, LLC and the registrant filed as Exhibit 10.17 to the registrant’s Annual Report on Form 10-K on April 14, 2014, Commission File Number 000-33053.
10.18**	Order Granting Approval of Settlement Agreement and Stipulation between IBC Funds, LLC and the registrant dated November 22, 2013, filed as Exhibit 10.18 to the registrant’s Annual Report on Form 10-K on April 14, 2014, Commission File Number 000-33053.
10.19**	Securities Purchase Agreement dated February 5, 2013, between Hanover Holdings I, LLC and the registrant with respect to the issuance of a Convertible Promissory Note in the amount of $16,500 filed as Exhibit 10.19 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.20**	Convertible Promissory Note dated February 5, 2013, issued by the registrant in favor of Hanover Holdings I, LLC, in the amount of $16,500 filed as Exhibit 10.20 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.

10.21**	Securities Purchase Agreement dated March 7, 2013, between Hanover Holdings I, LLC and the registrant with respect to the issuance of a Convertible Promissory Note in the amount of $16,500 filed as Exhibit 10.21 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.22**	Convertible Promissory Note dated March 7, 2013, issued by the registrant in favor of Hanover Holdings I, LLC, in the amount of $16,500 filed as Exhibit 10.22 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.23**	Securities Purchase Agreement dated June 5, 2013, between Hanover Holdings I, LLC and the registrant with respect to the issuance of a Convertible Promissory Note in the amount of $41,500 filed as Exhibit 10.23 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.24**	Convertible Promissory Note dated June 5, 2013, issued by the registrant in favor of Hanover Holdings I, LLC, in the amount of $41,500 filed as Exhibit 10.24 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.25**	Securities Purchase Agreement dated August 7, 2013, between Hanover Holdings I, LLC and the registrant with respect to the issuance of a Convertible Promissory Note in the amount of $26,500 filed as Exhibit 10.25 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.26**	Convertible Promissory Note dated August 7, 2013, issued by the registrant in favor of Hanover Holdings I, LLC, in the amount of $26,500 filed as Exhibit 10.26 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.27**	Securities Purchase Agreement dated November 23, 2013, between Hanover Holdings I, LLC and the registrant with respect to the issuance of a Convertible Promissory Note in the amount of $26,500 filed as Exhibit 10.27 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.28**	Convertible Promissory Note dated November 23, 2013, issued by the registrant in favor of Hanover Holdings I, LLC, in the amount of $26,500 filed as Exhibit 10.28 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.29**	Securities Purchase Agreement dated December 26, 2012, between Asher Enterprises, Inc. and the registrant with respect to the issuance of a Convertible Promissory Note in the amount of $32,500 filed as Exhibit 10.29 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.30**	Convertible Promissory Note dated December 26, 2012, issued by the registrant in favor of Asher Enterprises, Inc., in the amount of $32,500 filed as Exhibit 10.30 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.31**	Securities Purchase Agreement dated March 1, 2013, between Asher Enterprises, Inc. and the registrant with respect to the issuance of a Convertible Promissory Note in the amount of $32,500 filed as Exhibit 10.31 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.

10.32**	Convertible Promissory Note dated March 1, 2013, issued by the registrant in favor of Asher Enterprises, Inc., in the amount of $32,500 filed as Exhibit 10.32 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.33**	Securities Purchase Agreement dated April 18, 2013, between Asher Enterprises, Inc. and the registrant with respect to the issuance of a Convertible Promissory Note in the amount of $32,500 filed as Exhibit 10.33 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.34**	Convertible Promissory Note dated April 18, 2013, issued by the registrant in favor of Asher Enterprises, Inc., in the amount of $32,500 filed as Exhibit 10.34 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.35**	Securities Purchase Agreement dated November 7, 2013, between Asher Enterprises, Inc. and the registrant with respect to the issuance of a Convertible Promissory Note in the amount of $42,500 filed as Exhibit 10.35 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.36**	Convertible Promissory Note dated November 7, 2013, issued by the registrant in favor of Asher Enterprises, Inc., in the amount of $42,500 filed as Exhibit 10.36 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.37**	Securities Purchase Agreement dated February 6, 2014, between Asher Enterprises, Inc. and the registrant with respect to the issuance of a Convertible Promissory Note in the amount of $37,500 filed as Exhibit 10.37 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.38**	Convertible Promissory Note dated February 6, 2014, issued by the registrant in favor of Asher Enterprises, Inc., in the amount of $37,500 filed as Exhibit 10.38 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.39**	Convertible Promissory Note dated December 31, 2010, issued by Mind Solutions, Inc. in favor of Brent Fouch, in the amount of $157,324.06 filed as Exhibit 10.39 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.40**	Assignment Agreement dated June 5, 2013, by and between Brent Fouch, as assignor, Magna Group, LLC, as assignee, and VOIS, Inc. assigning $106,324 of the Convertible Promissory Note dated December 31, 2010, issued by Mind Solutions, Inc. in favor of Brent Fouch, in the amount of $157,324.06 filed as Exhibit 10.40 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.41**	Debt Conversion Agreement dated April 4, 2013, by and between Brent Fouch and VOIS, Inc. converting $51,000 of the Convertible Promissory Note dated December 31, 2010, issued by Mind Solutions, Inc. in favor of Brent Fouch, in the amount of $157,324.06 into 21,250,000 shares of the registrant filed as Exhibit 10.41 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.42**	Convertible Promissory Note dated December 31, 2011, issued by Mind Solutions, Inc. in favor of Brent Fouch, in the amount of $33,674.05 filed as Exhibit 10.42 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.43**	Convertible Promissory Note dated June 30, 2012, issued by Mind Solutions, Inc. in favor of Brent Fouch, in the amount of $50,435 filed as Exhibit 10.43 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.

10.44**	Assignment Agreement dated February 5, 2013, by and between Brent Fouch, as assignor, Magna Group, LLC, as assignee, and VOIS, Inc. assigning $40,000 of the Convertible Promissory Note dated June 30, 2012, issued by Mind Solutions, Inc. in favor of Brent Fouch, in the amount of $50,435 filed as Exhibit 10.44 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.45**	Convertible Promissory Note dated January 3, 2014, issued by Mind Solutions, Inc. in favor of Brent Fouch, in the amount of $61,096 filed as Exhibit 10.45 to the registrant’s registration statement on Form S-1 on June 27, 2014, Commission File Number 000-33053.
10.46**	Assignment Agreement dated June 5, 2014, by and between Brent Fouch, as assignor, Magna Group, LLC, as assignee, and VOIS, Inc. assigning the Convertible Promissory Note dated January 3, 2014, issued by Mind Solutions, Inc. in favor of Brent Fouch, in the amount of $61,096 filed as Exhibit 10.46 to the registrant’s registration statement on Form S-1 on June 27, 2014, Commission File Number 000-33053.
10.47**	Convertible Promissory Note dated April 3, 2013, issued by Mind Solutions, Inc. in favor of Brent Fouch, in the amount of $48,872 filed as Exhibit 10.47 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.48**	Assignment Agreement dated November 11, 2013, by and between Brent Fouch, as assignor, Magna Group, LLC, as assignee, and VOIS, Inc. assigning the Convertible Promissory Note dated April 3, 2013, issued by Mind Solutions, Inc. in favor of Brent Fouch, in the amount of $48,872 filed as Exhibit 10.48 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.49**	Convertible Promissory Note dated May 15, 2013, issued by the registrant in favor of JMJ Financial, in the amount of $250,000 filed as Exhibit 10.49 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.50**	Consulting Agreement dated January 2, 2014, by and between Brent Fouch and the registrant filed as Exhibit 10.50 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.51**	Consulting Agreement dated February 12, 2014, by and between Monster Arts, Inc. and the registrant filed as Exhibit 10.51 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.52**	Consulting Agreement dated March 18, 2014, by and between Bret Cusick and the registrant filed as Exhibit 10.52 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.53**	Consulting Agreement dated March 19, 2014, by and between Noah Fouch and the registrant filed as Exhibit 10.53 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.54**	Consulting Agreement dated May 11, 2014, by and between IN2NE Corp. and the registrant filed as Exhibit 10.54 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.55**	Securities Purchase Agreement dated May 8, 2014, between KBM Worldwide, Inc. and the registrant with respect to the issuance of a Convertible Promissory Note in the amount of $42,500 filed as Exhibit 10.54 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.56**	Convertible Promissory Note dated May 8, 2014, issued by the registrant in favor of KBM Worldwide, Inc., in the amount of $42,500 filed as Exhibit 10.56 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.

10.57**	License Agreement as of December 18, 2012, by and among VOIS Inc., a Florida corporation (“Licensee”), and Mind Technologies, Inc., a Nevada corporation (“Licensor”) filed as Exhibit 10.1 to the registrant’s Form 8-K on December 20, 2012, Commission File Number 000-33053.
10.58**	Consulting Agreement dated May 2, 2014, by and between Brent Fouch and the registrant filed as Exhibit 10.58 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.59**	Securities Purchase Agreement dated May 8, 2014, between Asher Enterprises, Inc. and the registrant with respect to the issuance of a Convertible Promissory Note in the amount of $42,500 filed as Exhibit 10.59 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.60**	Convertible Promissory Note dated May 8, 2014, issued by the registrant in favor of Asher Enterprises, Inc., in the amount of $42,500 filed as Exhibit 10.60 to the registrant’s Annual Report on Form 10-K/A on May 14, 2014, Commission File Number 000-33053.
10.61**	Convertible Promissory Note dated February 4, 2014, issued by the registrant in favor of GEL Properties, LLC in the amount of $25,000 filed as Exhibit 10.61 to the registrant’s Quarterly Report on Form 10-Q on May 15, 2014, Commission File Number 000-33053.
10.62**	Securities Purchase Agreement dated February 4, 2014, between LG Capital Funding, LLC and the registrant with respect to the issuance of two Convertible Promissory Notes in the aggregate amount of $50,000 filed as Exhibit 10.62 to the registrant’s Quarterly Report on Form 10-Q on May 15, 2014, Commission File Number 000-33053.
10.63**	Convertible Promissory Note dated February 4, 2014, issued by the registrant in favor of LG Capital Funding, LLC in the amount of $25,000 filed as Exhibit 10.63 to the registrant’s Quarterly Report on Form 10-Q on May 15, 2014, Commission File Number 000-33053.
10.64**	Convertible Promissory Note dated February 4, 2014, issued by the registrant in favor of LG Capital Funding, LLC in the amount of $25,000 filed as Exhibit 10.64 to the registrant’s Quarterly Report on Form 10-Q on May 15, 2014, Commission File Number 000-33053.
10.65**	Securities Purchase Agreement dated March 25, 2014, between LG Capital Funding, LLC and the registrant with respect to the issuance of a Convertible Promissory Note in the amount of $40,000 filed as Exhibit 10.65 to the registrant’s Quarterly Report on Form 10-Q on May 15, 2014, Commission File Number 000-33053.
10.66**	Convertible Promissory Note dated March 25, 2014, issued by the registrant in favor of LG Capital Funding, LLC in the amount of $40,000 filed as Exhibit 10.66 to the registrant’s Quarterly Report on Form 10-Q on May 15, 2014, Commission File Number 000-33053.
10.67**	Securities Purchase Agreement dated April 15, 2014, between Caesar Capital Group, LLC and the registrant with respect to the issuance of a Convertible Promissory Note in the amount of $50,000 filed as Exhibit 10.67 to the registrant’s Quarterly Report on Form 10-Q on May 15, 2014, Commission File Number 000-33053.
10.68**	Convertible Promissory Note dated April 15, 2014, issued by the registrant in favor of Caesar Capital Group, LLC in the amount of $50,000 filed as Exhibit 10.68 to the registrant’s Quarterly Report on Form 10-Q on May 15, 2014, Commission File Number 000-33053.

10.69**	Consulting Agreement dated May 12, 2014, by and between Cicero Consulting Group, LLC and the registrant filed as Exhibit 10.69 to the registrant’s Quarterly Report on Form 10-Q on May 15, 2014, Commission File Number 000-33053.
10.70**	Convertible Promissory Note dated May 12, 2014, issued by the registrant in favor of Cicero Consulting Group, LLC in the amount of $200,000 filed as Exhibit 10.70 to the registrant’s Quarterly Report on Form 10-Q on May 15, 2014, Commission File Number 000-33053.
10.71**	Securities Purchase Agreement dated April 30, 2014, between AARG Corp. and the registrant with respect to the issuance of a Convertible Promissory Note in the amount of $50,000 filed as Exhibit 10.71 to the registrant’s Quarterly Report on Form 10-Q on May 15, 2014, Commission File Number 000-33053.
10.72**	Convertible Promissory Note dated April 30, 2014, issued by the registrant in favor of AARG Corp. in the amount of $50,000 filed as Exhibit 10.72 to the registrant’s Quarterly Report on Form 10-Q on May 15, 2014, Commission File Number 000-33053.
10.73**	Consulting Agreement dated October 24, 2012, by and between Brent Fouch and the registrant filed as Exhibit 10.73 to the registrant’s Annual Report on Form 10-K/A. Amendment No. 2 on August 1, 2014, Commission File Number 000-33053.
10.74**	Consulting Agreement dated December 18, 2012, by and between Brent Fouch and the registrant Consulting Agreement dated October 24, 2012, by and between Brent Fouch and the registrant filed as Exhibit 10.74 to the registrant’s Annual Report on Form 10-K/A. Amendment No. 2 on August 1, 2014, Commission File Number 000-33053.
10.75**	Consulting Agreement dated January 30, 2013, by and between Brent Fouch and the registrant Consulting Agreement dated October 24, 2012, by and between Brent Fouch and the registrant filed as Exhibit 10.75 to the registrant’s Annual Report on Form 10-K/A. Amendment No. 2 on August 1, 2014, Commission File Number 000-33053.
10.76**	Consulting Agreement dated February 20, 2013, by and between Brent Fouch and the registrant Consulting Agreement dated October 24, 2012, by and between Brent Fouch and the registrant filed as Exhibit 10.76 to the registrant’s Annual Report on Form 10-K/A. Amendment No. 2 on August 1, 2014, Commission File Number 000-33053.
10.77**	Consulting Agreement dated September 2, 2013, by and between Brent Fouch and the registrant Consulting Agreement dated October 24, 2012, by and between Brent Fouch and the registrant filed as Exhibit 10.77 to the registrant’s Annual Report on Form 10-K/A. Amendment No. 2 on August 1, 2014, Commission File Number 000-33053.
10.78**	Consulting Agreement dated September 26, 2013, by and between Brent Fouch and the registrant Consulting Agreement dated October 24, 2012, by and between Brent Fouch and the registrant filed as Exhibit 10.78 to the registrant’s Annual Report on Form 10-K/A. Amendment No. 2 on August 1, 2014, Commission File Number 000-33053.
10.79**	Consulting Agreement dated May 1, 2013, by and between Brent Fouch and the registrant Consulting Agreement dated October 24, 2012, by and between Brent Fouch and the registrant filed as Exhibit 10.79 to the registrant’s Annual Report on Form 10-K/A. Amendment No. 2 on August 1, 2014, Commission File Number 000-33053.

10.80**	Consulting Agreement dated July 19, 2013, by and between Brent Fouch and the registrant Consulting Agreement dated October 24, 2012, by and between Brent Fouch and the registrant filed as Exhibit 10.80 to the registrant’s Annual Report on Form 10-K/A. Amendment No. 2 on August 1, 2014, Commission File Number 000-33053.
10.81**	Securities Purchase Agreement dated May 30, 2014, between WHC Capital, LLC and the registrant with respect to the issuance of a Convertible Promissory Note in the amount of $60,000 Consulting Agreement dated October 24, 2012, by and between Brent Fouch and the registrant filed as Exhibit 10.81 to the registrant’s Annual Report on Form 10-K/A. Amendment No. 2 on August 1, 2014, Commission File Number 000-33053.
10.82**	Convertible Promissory Note dated May 30, 2014, issued by the registrant in favor of WHC Capital, LLC in the amount of $60,000 Consulting Agreement dated October 24, 2012, by and between Brent Fouch and the registrant filed as Exhibit 10.82 to the registrant’s Annual Report on Form 10-K/A. Amendment No. 2 on August 1, 2014, Commission File Number 000-33053.
10.83**	Consulting Agreement dated March 18, 2013, by and between Christian Hansen and the registrant Consulting Agreement dated October 24, 2012, by and between Brent Fouch and the registrant filed as Exhibit 10.83 to the registrant’s Annual Report on Form 10-K/A. Amendment No. 2 on August 1, 2014, Commission File Number 000-33053.
10.84**	Consulting Agreement dated March 20, 2013, by and between Larry Simon and the registrant filed as Exhibit 10.84 to the registrant’s Annual Report on Form 10-K/A. Amendment No. 2 on August 1, 2014, Commission File Number 000-33053.
10.85**	Consulting Agreement dated March 20, 2013, by and between Relaunch Consulting Group and the registrant filed as Exhibit 10.85 to the registrant’s Annual Report on Form 10-K/A. Amendment No. 2 on August 1, 2014, Commission File Number 000-33053.
10.86**	Consulting Agreement dated November 11, 2013, by and between Mirador Consulting LLC and the registrant filed as Exhibit 10.86 to the registrant’s Annual Report on Form 10-K/A. Amendment No. 2 on August 1, 2014, Commission File Number 000-33053.
10.87**	Consulting Agreement dated November 11, 2013, by and between First Swiss Capital, Inc. and the registrant filed as Exhibit 10.87 to the registrant’s Annual Report on Form 10-K/A. Amendment No. 2 on August 1, 2014, Commission File Number 000-33053.
10.88**	Amendment to Equity Purchase Agreement, dated June 19, 2014, between Mind Solutions, Inc. and Premier Venture Partners, LLC date March 11, 2014, filed as Exhibit 10.88 to the registrant’s Annual Report on Form 10-K/A. Amendment No. 2 on August 1, 2014, Commission File Number 000-33053.
10.89**	Securities Purchase Agreement dated July 22, 2014, between KBM Worldwide, Inc. and the registrant with respect to the issuance of a Convertible Promissory Note in the amount of $27,500 filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on July 31, 2014, Commission File Number 000-33053.
10.90**	Convertible Promissory Note dated July 22, 2014, issued by the registrant in favor of KBM Worldwide, Inc., in the amount of $27,500 filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K on July 31, 2014, Commission File Number 000-33053.

10.91**	Note Purchase Agreement dated February 18, 2014, between Iconic Holdings, LLC and the registrant with respect to the issuance of a Convertible Promissory Note in the amount of $220,000 filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on July 31, 2014, Commission File Number 000-33053.
10.92**	Convertible Promissory Note dated February 18, 2014, issued by the registrant in favor of Iconic Holdings, LLC, in the amount of $220,000 filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K on July 31, 2014, Commission File Number 000-33053.
10.93**	Securities Purchase Agreement dated September 4, 2014, between LG Capital Funding, LLC and the registrant with respect to the issuance of convertible promissory note in the aggregate amount of $63,000, filed as Exhibit 10.1 to the registrant’s Form 8-K/A on September 10, 2014, Commission File Number 000-33053.
10.94**	10% Convertible Redeemable Note dated September 4, 2014, issued by the registrant in favor of LG Capital, in the amount of $31,500, filed as Exhibit 10.2 to the registrant’s Form 8-K/A on September 10, 2014, Commission File Number 000-33053.
10.95**	Collateralized Secured Promissory Note dated September 4, 2014, issued by the registrant in favor of LG Capital, in the amount of $31,500, filed as Exhibit 10.3 to the registrant’s Form 8-K/A on September 10, 2014, Commission File Number 000-33053.
10.96**	Convertible Promissory Note dated September 22, 2014, issued by the registrant in favor of JSJ Investments, Inc., in the amount of $100,000, filed as Exhibit 10.1 to the registrant’s Form 8-K on October 8, 2014, Commission File Number 000-33053.
10.97**	Securities Purchase Agreement dated October 29, 2014, between KBM Worldwide, Inc. and the registrant with respect to the issuance of a Convertible Promissory Note in the amount of $32,500, filed as Exhibit 10.1 to the registrant’s Form 8-K on November 3, 2014, Commission File Number 000-33053.
10.98**	Convertible Promissory Note dated October 29, 2014, issued by the registrant in favor of KBM Worldwide, Inc., in the amount of $32,500, filed as Exhibit 10.2 to the registrant’s Form 8-K on November 3, 2014, Commission File Number 000-33053.
10.99**	Securities Purchase Agreement dated September 4, 2014, between LG Capital Funding, LLC and the registrant with respect to the issuance of convertible promissory note in the aggregate amount of $63,000, filed as Exhibit 10.1 to the registrant’s Form 8-K on September 10, 2014, Commission File Number 000-33053.
10.100**	10% Convertible Redeemable Note dated September 4, 2014, issued by the registrant in favor of LG Capital, in the amount of $31,500, filed as Exhibit 10.21 to the registrant’s Form 8-K on September 10, 2014, Commission File Number 000-33053.
10.101**	Collateralized Secured Promissory Note dated September 4, 2014, issued by the registrant in favor of LG Capital, in the amount of $31,500, filed as Exhibit 10.3 to the registrant’s Form 8-K on September 10, 2014, Commission File Number 000-33053.
10.102**	Convertible Promissory Note dated September 22, 2014, issued by the registrant in favor of JSJ Investments, Inc., in the amount of $100,000, filed as Exhibit 10.13 to the registrant’s Form 8-K on October 8, 2014, Commission File Number 000-33053.
10.103**	Securities Purchase Agreement dated October 29, 2014, between KBM Worldwide, Inc. and the registrant with respect to the issuance of a Convertible Promissory Note in the amount of $32,500, filed as Exhibit 10.1 to the registrant’s Form 8-K on November 3, 2014, Commission File Number 000-33053.

10.104**	Convertible Promissory Note dated October 29, 2014, issued by the registrant in favor of KBM Worldwide, Inc., in the amount of $32,500, filed as Exhibit 10.2 to the registrant’s Form 8-K on November 3, 2014, Commission File Number 000-33053.
10.105**	Securities Purchase Agreement dated February 10, 2015, between LG Capital Funding, LLC, and the registrant with respect to the issuance of a Convertible Promissory Note in the amount of $31,500, filed as Exhibit 10.105 to the registrant’s Form 8-K on March 10, 2015, Commission File Number 000-33053.
10.106**	Convertible Promissory Note dated February 10, 2015, issued by the registrant in favor of LG Capital Funding, LLC in the amount of $31,500, filed as Exhibit 10.106 to the registrant’s Form 8-K on March 10, 2015, Commission File Number 000-33053.
31.1*	Certification of Chief Executive Officer of Mind Solutions, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer and Principal Accounting Officer of Mind Solutions, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Chief Executive Officer of Mind Solutions, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief Financial Officer and Principal Accounting Officer of Mind Solutions, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.

____________

* Filed herewith.

** Previously filed.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MIND SOLUTIONS, INC.
August 31, 2016	By /s/ Ziyad Osachi ZiyadOsachi, Chief Executive Officer
August 31, 2016	By /s/ Ziyad Osachi ZiyadOsachi, Chief Financial Officer and Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Ziyad Osachi Ziyad Oscahi		Chairman, President Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, and Secretary		August 31, 2016

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and

Board of Directors Mind Solutions, Inc.

I have audited the accompanying balance sheet of Mind Solutions, Inc., as of December 31, 2015 and 2014 and the related statements of operations, stockholders' equity and cash flows for the two years in the period ended December 31, 2015. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on our audits.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, I express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mind Solutions Inc., as of December 31, 2015 and 2014 and results of its operations and its cash flows for each of the two years in the period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financials have been prepared assuming the Company will continue as a going concern. As of December 31, 2015, the Company had accumulated losses of approximately $26,952,000 and a working capital deficit of approximately $2,048,000. These matters raise substantial doubt about the Company's ability to continue as a going concern. These factors, and Company's plans are discussed in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Patrick D. Heyn. CPA, P.A.

Patrick D. Heyn. CPA, P. A.

Atlantis, Florida

August 30, 2016

MIND SOLUTIONS, INC.
BALANCE SHEETS
DECEMBER 31, 2015 AND 2014

					2014
Assets:		2015			(Restated)
Current Assets
Cash and Cash Equivalents	$	5,105		$	113,199
Inventory		56,919			—
Prepaids		—			2,368,357
Total Current Assets		62,024			2,481,556

Fixed Assets:
Property & equipment		89,653			89,653
Less: accumulated depreciation		(87,645	)		(86,876	)
Total Fixed Assets		2,008			2,777

Other Assets:
Marketable Securities: Available-for-sale		20			3,958
Total Other Assets		20			3,958


Total Assets	$	64,052		$	2,488,291

Liabilities and Stockholders' Equity (Deficit):

Current Liabilities
Accounts Payable & Accrued Expenses	$	438,189		$	389,166
Accounts Payable to Related Parties		365,906			3,500
Accrued Interest		354,152			342,647
Notes Payable		145,000			145,000
Convertible Notes Payable, net of discount of $132,351 and $381,389 as of December 31, 2015 and 2014		204,778			69,339
Derivative Liability		604,102			714,633
Total Current Liabilities		2,112,127			1,664,285

Commitments and Contingencies

Stockholders' Deficit:
Preferred stock, Series A par value $0.001, 10,000,000 shares
authorized, 5,010,000 and 10,000,000 shares issued and outstanding as of December 31,		5,010			10,000
2015 and December 31, 2014, respectively
Preferred stock, Series B par value $0.001, 1,000,000 shares
authorized, 1,000,000 shares issued and outstanding as of December 31, 2015		1,000			—
Common stock, par value $0.001, 5,000,000,000 shares
authorized and 4,220,560 and 1,388,784 shares issued and
outstanding as of December 31, 2015 and December 31, 2014, respectively		4,221			1,389
Stock Payable		—			36,605
Additional Paid In Capital		24,894,001			21,726,763
Accumulated Deficit		(26,952,307	)		(20,950,751	)
Total Stockholders' Equity (Deficit)		(2,048,075	)		824,006

Total Liabilities and Stockholders' Equity (Deficit)	$	64,052		$	2,488,291

The accompanying notes are an integral part of these financial statements.

MIND SOLUTIONS, INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014


					2014
		2015			(Restated)

Revenues	$	19,898		$	100,534

Cost of Sales		—			174

Gross Profit		19,898			100,360


Operating Expenses:
Consulting		2,845,143			2,197,952
Officer Compensation		1,006,130			155,000
Professional Fees		177,509			201,595
Research and Development		151,773			—
General and Administration		79,033			54,012
Total Operating Expenses		4,259,588			2,608,559

Operating Loss		(4,239,690	)		(2,508,199	)

Other Expense
Interest Expense		(611,243	)		(1,554,432	)
Impairment loss on Available-for-Sale Securities		(3,939	)		(96,042	)
Impairment loss		—			(330,000	)
Gain (Loss) on Derivative Adjustment		(1,146,684	)		6,923,712
Total Other Expense		(1,761,866	)		4,943,238

Net Income (Loss) before taxes		(6,001,556	)		2,435,039

Income Tax Provision		—			—

Net Income (Loss)	$	(6,001,556	)	$	2,435,039


Net Income (loss) per share- basic
and diluted	$	(2.48	)	$	3.48

Weighted average common shares
outstanding- basic and diluted		2,415,839			698,854

The accompanying notes are an integral part of these financial statements.

MIND SOLUTIONS, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014


																				Accumulated
	Series A Preferred Stock						Series B Preferred Stock				Common Stock				Additional		Subscription			Comprehensive			Accumulated
	Shares			Amount			Shares		Amount		Shares		Amount		Paid in Capital		Payable			Income			Deficit			Total
Balance December 31, 2013		—		$	—		$	—	$	—		36,025	$	36	$	2,843,255	$	235,375		$	(330,000	)	$	(23,385,790	)	$	(20,637,124	)

Common stock issued for services		—			—							252,896		253		552,108											552,361

Preferred stock issued for services		10,000,000			10,000											3,390,000											3,400,000

Stock issued for the reduction of debt					—							1,099,863		1,100		879,016											880,116

Stock payable for the reduction of debt																		21,230									21,230

Stock issuable for services																		(220,000	)								(220,000	)

Impairment of assets																					330,000						330,000

Derivative liability																14,062,384											14,062,384

Net income																								2,435,039			2,435,039
Balance December 31, 2014 (Restated)		10,000,000			10,000							1,388,784		1,389		21,726,763		36,605			—			(20,950,751	)		824,006

Common stock issued for cash												55,150		55		36,550		(36,605	)								—

Conversion of preferred shares		(4,990,000	)		(4,990	)						499,000		499		202,441											197,950

Conversion of notes payable												2,227,744		2,228		686,055											688,283

Issuance of Series B preferred stock								1,000,000		1,000		—		—		580,000											581,000

Common stock issued for services		—			—							49,852		50		110,045											110,095

Derivative liability																1,283,536											1,283,536

Debt discount																268,611											268,611

Net loss																								(6,001,556	)		(6,001,556	)

Balance December 31, 2015		5,010,000		$	5,010			1,000,000	$	1,000		4,220,560	$	4,221	$	24,894,001	$	—		$	—		$	(26,952,307	)	$	(2,048,075	)


The accompanying footnotes are an integral part of these financial statements.

MIND SOLUTIONS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

				2014
	2015			Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss) for the period	$	(6,001,556	)	$	2,435,039
Adjustments to reconcile net (loss) income to net cash
used in operating activities:
Stock issued for services		110,095			1,021,638
Derivative (gain) or loss adjustment and interest		1,101,173			(6,923,713	)
Amortization on debt discounts		582,893			1,736,349
Original interest discount		268,611			57,139
Available-for-sale securities received for services revenues		—			(100,000	)
Impairment loss on available-for-sale securities		3,938			96,042
Impairment loss					330,000
Compensation for fair market value of Series B preferred shares		581,000			—
Depreciation		769			2,577
Changes in Operating Assets and Liabilities
Increase in inventory		(56,919	)		—
Increase in related party payable		362,406			—
Decrease in prepaid expense		2,368,357			326,438
Increase in accounts payable		49,023			(5,695	)
Increase in accrued interest		11,505			65,087
Net Cash Used in Operating Activities		(618,705	)		(959,099	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets		—			(2,936	)
Net Cash Used in Investing Activities		—			(2,936	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes		510,611			1,027,806
Net Cash Provided by Financing Activities		510,611			1,027,806

Net (Decrease) Increase in Cash		(108,094	)		65,771
Cash at Beginning of Period		113,199			47,428
Cash at End of Period	$	5,105		$	113,199

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	—		$	—
Income taxes paid	$	—		$	—

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:

Shares issued as payment of note payable and accrued interest	$	688,283		$	905,270
Issuance of convertible note for consulting services	$	—		$	200,000


The accompanying notes are an integral part of these financial statements.

MIND SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2015 AND 2014

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Mind Solutions, Inc. (the “registrant”) was initially incorporated in the state of Delaware on May 19, 2000 as Medical Records by Net, Inc. On October 17, 2000, the registrant changed its name to Lifelink Online, Inc. In January 2001, its name was changed to MedStrong Corporation, and on March 9, 2001, the registrant name was changed to MedStrong International Corporation. On March 30, 2007, the registrant’s name was changed to VOIS, Inc. and the domicile was changed to the State of Florida. On October 19, 2012, the registrant executed a merger agreement with Mind Solutions, Inc. whereas Mind Solutions, Inc. became a wholly owned subsidiary of the registrant. Mind Solutions, Inc. was incorporated under the laws of Nevada on May 24, 2002, under the name Red Meteor Media, Inc. The registrant changed its name to Prize Entertainment, Inc. in November 2003, and then again to Mind Solutions, Inc. in January 2011. On October 28, 2013, the registrant changed its name from VOIS, Inc. to Mind Solutions, Inc. as well as changing its domicile from Florida to Nevada.

On October 28, 2013, the registrant closed an Agreement and Plan of Merger with Mind Solutions, Inc. For accounting purposes this agreement was treated as a reverse merger. The operations of the registrant became those solely of Mind Solutions, Inc. In connection with the merger agreement, the registrant changed its fiscal year end to coincide with that of Mind Solutions, Inc., which is December 31. Pursuant to the Plan of Merger with Mind Solutions, Inc., the holders of stock in VOIS, Inc. received one share of common stock, $0.001 par value per share, in Mind Solutions, Inc. for every 2,000 shares of common stock in VOIS, Inc. (in effect, a one for 2,000 reverse split). As a result, the then current common stockholders of VOIS, Inc. held all of the issued and outstanding shares of common stock in the surviving corporation Mind Solutions, Inc.

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company’s financial statements as of December 31, 2015 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. These matters raise substantial doubt about the Company’s ability to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern

The accompanying consolidated financial statements do not include any adjustment to the recorded assets or liabilities that might be necessary should the Company have to curtail operations or be unable to continue in existence.

A. Cash and equivalents

The registrant considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and equivalents. The Company had no cash equivalents at December 31, 2015 and December 31, 2014.

B. Fixed Assets

Fixed assets are recorded at cost. Major renewals and improvements are capitalized, while maintenance and repairs are expensed when incurred. Depreciation of equipment is computed by the straight-line method over the assets estimated useful life of three, five (5), or seven (7) years. Upon sale or retirement of equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations.

C. Advertising expenses

Advertising and marketing expenses are charged to operations as incurred. For the years ended December 31, 2015 and 2014, advertising and marketing expense were $30,384 and $11,815, respectively.

D. Revenue recognition

The registrant follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The registrant will recognize revenue when it is realized or realizable and earned. The registrant considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

E. Stock-based compensation

The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”).

Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:

	—	Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

	—	Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

	—	Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.

Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.

Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic.

Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar instrument that the counterparty has the right to exercise expires unexercised.

Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.

F. Valuation of Derivatives

The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized multinomial lattice models that value the derivative liability based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale.

The derivative liabilities result in a reduction of the initial carrying amount (as unamortized discount) of the Convertible Notes. This derivative liability is marked-to-market each quarter with the change in fair value recorded in the income statement. Unamortized discount is amortized to interest expense using the effective interest method over the life of the Convertible Note.

G. Derivatives

In connection with the sale of debt or equity instruments, the Company may sell options or warrants to purchase our common stock. In certain circumstances, these options or warrants may be classified as derivative liabilities, rather than as equity. Additionally, the debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

The Company's derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income in the period in which the changes occur. For options, warrants and bifurcated embedded derivative features that are accounted for as derivative instrument liabilities, the Company estimates fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the instrument.

The following table summarizes the derivative liability activity for the period December 31, 2013 through December 31, 2015:

Description	Derivative Liabilities
Fair value at December 31, 2013	$	493,062
Change due to Issuances		1,755,967
Change due to Conversions/Redemptions		(1,412,706	)
Change in Fair Value		(121,690	)
Fair value at December 31, 2014	$	714,633
Change due to Issuances		1,051,502
Change due to Conversion/Redemptions		(1,051,320	)
Change in Fair Value		(110,713	)
Fair value at December 31, 2015	$	604,102

For the twelve month period ended December 31, 2014, net derivative income/(loss) was ($121,690). For the twelve month period ended December 31, 2015, net derivative income/(loss) was ($110,713).

The Company classifies the fair value of these securities under level three of the fair value hierarchy of financial instruments. The fair value of the derivative liability was calculated using a multi-nomial lattice model that values the compound embedded derivatives based on a probability weighted discounted cash flow model. This model is based on future projections of the various potential outcomes. The fair values including the embedded derivatives that were analyzed and incorporated into the model included the variable conversion feature with the full ratchet reset and dilutive reset, and the redemption options. The lattice methodology was used to value the embedded derivatives within the convertible note issued and converted/redeemed with the following assumptions.

Assumptions	December 31, 2014			December 31, 2015
Dividend yield		0.00	%		0.00	%
Risk-free rate for term		.04-.25%			0.01-0.47%
Volatility		173.9-275.1%			143.5-396.5%
Maturity dates		.22-.96 years			.04-1.0 years
Stock Price		0.0013			0.0011

H. Fair Value of Financial Instruments.

The Company’s financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities and convertible debt. The estimated fair value of cash, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments.

The Company utilizes various types of financing to fund its business needs, including convertible debt with warrants attached. The Company reviews its warrants and conversion features of securities issued as to whether they are freestanding or contain an embedded derivative and, if so, whether they are classified as a liability at each reporting period until the amount is settled and reclassified into equity with changes in fair value recognized in current earnings. At December 31, 2015, the Company had convertible debt to purchase common stock. The fair value of the warrants and the embedded conversion feature of the convertible debt is classified as a liability. Some of these units have embedded conversion features that are treated as a discount on the notes. Such financial instruments are initially recorded at fair value and amortized to interest expense over the life of the debt using the effective interest method.

Inputs used in the valuation to derive fair value are classified based on a fair value hierarchy which distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

Level one — Quoted market prices in active markets for identical assets or liabilities;

Level two — Inputs other than level one inputs that are either directly or indirectly observable; and

Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company’s derivative liability is measured at fair value on a recurring basis. The Company classifies the fair value of these convertible notes and warrants derivative liability under level three. The Company’s settlement payable is measured at fair value on a recurring basis based on the most recent settlement offer. The Company classifies the fair value of the settlement payable under level three. The Company’s rescission liability is measured at fair value on a recurring basis based on the most recent stock price. The Company classifies the fair value of the rescission liability under level one.

Based on ASC Topic 815 and related guidance, the Company concluded the common stock purchase warrants are required to be accounted for as derivatives as of the issue date due to a reset feature on the exercise price. At the date of issuance warrant derivative liabilities were measured at fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The Company records the fair value of these derivatives on its balance sheet at fair value with changes in the values of these derivatives reflected in the consolidated statements of operations as “Gain (loss) on derivative liabilities.” These derivative instruments are not designated as hedging instruments under ASC 815-10 and are disclosed on the balance sheet under Derivative Liabilities.

The following table presents liabilities that are measured and recognized at fair value as of December 31, 2014 and 2015 on a recurring and non-recurring basis:

Description		Level I		Level II		Level III		Gains (Losses)
	Derivatives	$	—	$	—	$	714,633	$	121,690
	Fair Value at December 31, 2014	$	—	$	—	$	714,633	$	121,690

The following table presents liabilities that are measured and recognized at fair value as of December 31, 2015 on a recurring and non-recurring basis:

Description		Level I		Level II		Level III		Gains (Losses)
	Derivatives	$	—	$	—	$	604,102	$	110,153
	Fair Value at December 31, 2015	$	—	$	—	$	604,102	$	110,153

Assumptions	December 31, 2015
Dividend yield		0.00	%
Risk-free rate for term		0.01-0.47%
Volatility		143.5-396.5%
Maturity dates		.04-1.0 years
Stock Price		0.0013-0.0001

I. Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740, "Income Taxes," which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

The Company has adopted the provisions of FASB ASC 740-10-05 Accounting for Uncertainty in Income Taxes . The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Open tax-years subject to IRS examination include 2009 – 2014.

J. Loss per share

The registrant adopted FASB ASC Topic 260, Earnings Per Share. Basic earnings per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net income (loss) available to common stockholders by the weighted average shares outstanding during the period. Diluted earnings per share is calculated by dividing net income available to common stockholders by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares, if any, that would be issued assuming conversion of all potentially dilutive securities outstanding. For all periods, potentially issuable securities are anti-dilutive.

There are approximately potentially dilutive shares of common stock outstanding as of December 31, 2015, which are derived from the outstanding convertible promissory notes. The registrant also has 5,010,000 shares of Series A Preferred Stock issued and outstanding, each share of which can be converted into 100 shares of our common stock, therefore there are an additional 501,000,000 potentially dilutive shares of common stock.

K. Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Significant estimates for the periods reported include certain assumptions used in deriving the fair value of share-based compensation recognized, the useful life of tangible assets and the future value of our website development costs. Assumptions and estimates used in these areas are material to our reported financial condition and results of our operations. Actual results will differ from those estimates.

L. Embedded Conversion Features

The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features.

M. 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 multinomial lattice 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.

N. Debt Issue Costs and Debt Discount

The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

O. Recently Issued Accounting Standards

On May 28, 2014, the FASB and International Accounting Standards Board issued a new accounting standard that will supersede virtually all existing revenue recognition guidance under generally accepted accounting principles in the United States (and International Financial Reporting Standards) which has been subsequently updated to defer the effective date of the new revenue recognition standard by one year. This standard will be effective for us beginning in fiscal 2019. The fundamental principles of the new guidance are that companies should recognize revenue in a manner that reflects the timing of the transfer of services to customers and the amount of revenue recognized reflects the consideration that a company expects to receive for the goods and services provided. The new guidance establishes a five-step approach for the recognition of revenue. Based on our preliminary assessment, we do not anticipate that the new guidance will have a material impact on our revenue recognition policies, practices or systems.

On February 25, 2016, the FASB issued the new lease accounting standard which requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. The new standard states that a lessee will recognize a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. Expense related to leases determined to be operating leases will be recognized on a straight-line basis, while those determined to be financing leases will be recognized following a front-loaded expense profile in which interest and amortization are presented separately in the income statement. We are currently evaluating the impact of this new standard on our financial reporting, but recognizing the lease liability and related right-of-use asset will significantly impact our balance sheet. These changes will be effective for our fiscal year beginning June 1, 2019 (fiscal 2020), with a modified retrospective adoption method to the beginning of 2018.

On November 20, 2015, the FASB issued an Accounting Standards Update that will require companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. This new guidance had minimal impact on our accounting and financial reporting, and we chose to early adopt on a retrospective basis in the fourth quarter of 2016.

In March 2016, the FASB issued an Accounting Standards Update to simplify the accounting for share-based payment transactions. The new guidance requires companies to recognize the income tax effects of awards that vest or are settled as income tax expense or benefit in the income statement as opposed to additional paid-in capital as is current practice. The guidance also provides clarification of the presentation of certain components of share-based awards in the statement of cash flows. Additionally, the guidance allows companies to make a policy election to account for forfeitures either upon occurrence or by estimating forfeitures. We are currently evaluating the impact of this new standard on our financial reporting. These changes will be effective for our fiscal year beginning June 1, 2017 (fiscal 2018).

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-12, “Compensation – Stock Compensation ( Topic 718 ); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

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

Note 3-Restatement- The Company has restated its 2014 financial statements for the following:

1. Recalculation of derivative liability and debt discount relating to the Company’s outstanding convertible debentures.

2. Recalulation of the valuation of preferred series A shares issued for consulting expense.

3. Write off worthless investment that resulted in accumulated comprehensive loss in prior year.

The following are previously recorded and restated balances as of December 31, 2014, for the year ended December 31, 2014.

MIND SOLUTIONS, INC.
BALANCE SHEET

	December 31, 2014
	Originally
	Reported			Restated			Difference
Cash	$	113,199		$	113,199		$	—
Prepaid expenses		46,020			2,368,357			2,322,337
Total Current Assets		159,219			2,481,556			2,322,337

Fixed Assets
Property and equipment, net		2,777			2,777			—
Total Fixed Assets		2,777			2,777			—

Other Assets
Available-for-sale securities		3,958			3,958			—
Total Other Assets		3,958			3,958			—

Total Assets	$	165,954		$	2,488,291		$	2,322,337

Liabilities and Stockholders' Equity:
Current Liabilities
Accounts payable & accrued expenses	$	389,165		$	389,166		$	1
Accounts payable to related parties		3,500			3,500
Accrued interest		342,647			342,647			—
Notes payable		145,000			145,000			—
Convertible notes payable, net of discounts		451,728			69,339			(382,389	)
Derivative Liability		1,767,223			714,633			(1,052,590	)
Total Liabilities		3,099,263			1,664,284			(1,434,978	)

Stockholders' Equity:
Preferred stock, Series A, par value $0.001, 10,000,000,000 shares authorized, 10,000,000 shares issued and outstanding		10,000			10,000			—
Common stock, par value $0.0015,000,000,000 shares authorized, 1,388,783,762 shares issued and outstanding,		1,389			1,389			—
Additional paid in capital		18,336,763			21,726,763			3,390,000
Stock subscription payable		36,605			36,605			—
Accumulated Comprehensive Loss		(426,042	)		—			426,042
Deficit accumulated		(20,892,024	)		(20,950,751	)		(58,727	)
Total stockholders' equity (deficit)		(2,933,309	)		824,006			3,757,315

Total Liabilities and Stockholders' Equity	$	165,954		$	2,488,291		$	2,322,337

MIND SOLUTIONS, INC.

STATEMENT OF OPERATIONS


	December 31, 2014
		Originally
		Reported			Restated			Difference

Gross Profit		100,360			100,360			—


Operating Expenses:
Consulting		1,125,289			2,197,952			1,072,663
Officer Compensation		160,000			155,000			(5,000	)
Professional Fees		201,595			201,595			—
General and Administration		54,013			54,012			(1	)
Total Operating Expenses		1,540,897			2,608,559			1,067,662

Operating Loss		(1,440,537	)		(2,508,199	)		(1,067,662	)

Other Expense
Interest Expense		(143,332	)		(1,554,432	)		(1,411,100	)
Loss on Available-for-Sale Securities		(96,042	)		(96,042	)		—
Impairment loss		—			(330,000	)		(330,000	)
Gain (Loss) on Derivative Adjustment		4,077,634			6,923,712			2,846,078
Total Other Expense		3,838,260			4,943,238			1,104,978

Net Income (Loss)		2,397,723			2,435,039			37,316	)

Net Income (Loss) Per Share	$	3.43		$	3.48		$	(0.05	)

MIND SOLUTIONS, INC.
STATEMENTS OF CASH FLOWS

	Originally
	Reported			Restated			Difference
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss) for the period	$	2,493,765		$	2,435,039		$	(58,726	)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Stock issued for services		562,361			1,021,638			459,277
Derivative (gain) or loss adjustment and interest		(5,871,123	)		(6,923,713	)		(1,052,590	)
Amortization of debt discounts		1,793,489			1,793,488			(1	)
Original interest discount		57,139			—			(57,139	)
Available-for-sale securities received for services revenues		100,000			(100,000	)		(200,000	)
Impairment loss on available-for-sale securities		—			96,042			96,042
Impairment loss					330,000			330,000
Compensation for fair market value of Series B preferred shares		—			—			—
Depreciation		2,577			2,577			—
Changes in Operating Assets and Liabilities
Increase in inventory		—			—			—
Increase in related party payable		—			—			—
Decrease in prepaid expense		—			326,438			326,438
Increase in accounts payable		80,499			(5,695	)		(86,194	)
Increase in accrued interest		—			65,087			65,087
Net Cash Used in Operating Activities		(781,293	)		(959,099	)		(177,806	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets		(2,936	)		(2,936	)		—
Net Cash (Used in) Provided by Investing Activities		(2,936	)		(2,936	)		—

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes		850,000			1,027,806			177,806
Net Cash Provided by Financing Activities		850,000			1,027,806			177,806

Net (Decrease) Increase in Cash		65,771			65,711			—
Cash at Beginning of Period		47,428			47,428			—
Cash at End of Period	$	113,199		$	113,199			—

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	—		$	—		$	—
Income taxes paid	$	—		$	—		$	—

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:

Shares issued as payment of note payable and accrued interest	$	905,270		$	905,270		$	—
Issuance of convertible note for consulting services	$	200,000		$	200,000		$	—

NOTE 4 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the registrant will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As of December 31, 2015, the registrant had an accumulated deficit of $26,952,305. Also, during the year ended December 31, 2015, the registrant used net cash of $618,705 for operating activities. These factors raise substantial doubt about the registrant’s ability to continue as a going concern.

While the registrant is attempting to commence operations and generate revenues, the registrant’s cash position may not be significant enough to support the registrant’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the registrant to continue as a going concern. While the registrant believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the registrant to continue as a going concern is dependent upon the registrant’s ability to further implement its business plan and generate revenues.

The financial statements do not include any adjustments that might be necessary if the registrant is unable to continue as a going concern.

NOTE 5 – PREPAIDS

The prepaid assets recorded at December 31, 2015 and December 31, 2014 were the result of:

a.)

In the nine months ended September 30, 2015, the Company made prepayments totaling $69,292 in cash which consisted of $54,792 to a manufacturer overseas and $14,500 for consulting and legal services.

b.)

The registrant executing a six month consulting agreement on September 2, 2014, whereby the registrant issued 30,000,000 free trading S-8 shares to Noah Fouch to provide weekly marketing services through social media platforms. The 30,000,000 shares were valued at the closing price of $0.0016 on the date of the agreement which will result in the registrant recording consulting expense of $48,000 over the life of the contract.

c.)

The registrant executing a one year service agreement on September 12, 2014, whereby the registrant issued 5,000,000 shares of Series A Preferred Stock to its CEO, Kerry Driscoll. The 5,000,000 shares were valued at par $0.0034 which will result in the registrant recording officer compensation expense of $1,700,000 over the life of the contract.

d.)

The registrant executing a (1) year service agreement on September 12, 2014, whereby the registrant issued 5,000,000 shares of Series A Preferred Stock to a former officer of the registrant. The 5,000,000 shares were valued at par $0.0034 which will result in the registrant recording officer compensation expense of $1,700,000 over the life of the contract.

As of December 31, 2015 and December 31, 2014, the registrant had a prepaid balance of $-0- and $2,414,376 which is derived from the uncompleted portion of the consulting agreements as well as prepayments for manufacturing costs and legal services.

NOTE 6– PROPERTY & EQUIPMENT

Furniture and Equipment consisted of the following:

	December 31, 2015			December 31, 2014

Equipment	$	85,467		$	85,467
Furniture		4,186			4,186
Total		89,653			89,653
Less accumulated Depreciation		(87,645	)		(86,876	)
Property and equipment, net	$	2,008		$	2,777

Depreciation expense for the year ended December 31, 2015 and 2014 was $769 and $2,577.

NOTE 7 – RELATED PARTY TRANSACTIONS

Consulting agreement(s) with CEO

The registrant executed a consulting agreement on December 25, 2013, with its current Chief Executive Officer whereby the registrant issued 120,000,000 shares of common stock for one year of executive services. The 120,000,000 shares were valued at the closing price of $0.0022 on the date of the agreement which will result in the registrant recording officer compensation of $264,000 over the life of the contract.

The registrant executed a service agreement on September 12, 2014, with its current Chief Executive Officer, Kerry Driscoll, whereby the registrant issued 5,000,000 shares of Series A Preferred Stock for one year of services such as compliance, guidance, infrastructure and business strategy. The 5,000,000 shares were valued at par $0.0034 which resulted in the registrant recording officer compensation of $1,700,000 over the life of the contract.

In 2015 the Company issued 1,000,000 shares of preferred B stock to Mr. Driscoll. Each share of preferred B stock has 5,000 votes. These shares were valued at $581,000.

Service Agreement with Former Officer

The registrant executed a service agreement on September 12, 2014, with Brent Fouch, a former officer of the Company, whereby the registrant issued 5,000,000 shares of Series A Preferred Stock for one year services to facilitate the development of BCI software compatibility with the registrant’s micro BCI headset. The 5,000,000 preferred shares were valued at par $0.0034 which resulted in the registrant recording a consulting expense of $1,700,000 over the life of the contract.

Free office space provided by chief executive officer

The registrant has been provided office space by its chief executive officer Kerry Driscoll at no cost. Management has determined that such cost is nominal and did not recognize the rent expense in its financial statements. These shares were valued at $581,000.

NOTE 8– AVAILABLE-FOR-SALE SECURITIES

On February 12, 2014, the registrant entered into a consulting agreement with Monster Arts, Inc. (“Monster”), whereby the registrant provided Monster with thought controlled software development services over a one year term. The registrant will be paid four quarterly payments of $50,000 in restricted common stock of Monster. As of December 31, 2015, the registrant had received two certificates of Monster’s stock totally 39,583,333 common shares worth approximately $100,000, based on the closing stock price at the date of receipt. The registrant revalued the 39,583,333 shares on September 30, 2015. For the year ended December 31, 2015 and 2014, the Company realized an impairment loss on available-for-sale securities of $3,938 and $96,042.

As of December 31, 2015 and December 31, 2014, the registrant had available for sale securities balance of $20 and $3,958.

NOTE 9– CONVERTIBLE NOTES PAYABLE

For the year ended December 31, 2015, the registrant entered into five convertible note agreements. As of December 31, 2015 and December 31, 2014, the registrant has $204,778 (net of debt discount of $132,351) and $69,339 (net of debt discount of $381,389) in outstanding convertible notes payable with five non-related entities.

The following table reflects the convertible notes payable, and the related debt discount and derivative liability that have been re-measured to fair value which are discussed later in this footnote, as of December 31, 2015:

							December 31, 2015
	Date	Maturity	Original	Interest		Conversion		Note		Unamortized	Derivative
	Issued	Date	Amount	Rate		feature		Balance		Discount	Liability
GEL Properties	8/28/14	8/28/15	25,000	10.0	%	55% of 1 lows in 10 previous trading days	$	500	$	0	815
JSJ Investments	5/28/15	11/28/15	150,000	12.0	%	52% of average 3 lows in previous 20 trading days		131,580		—	279,375
Iconic Holdings	11/4/14	11/4/15	35,750	10.0	%	50% of 1 lows in 20 previous trading days		8,250		—	19,681

Iconic Holdings	2/5/15	2/5/16	55,000	10.0	%	50% of 1 lows in previous 20 trading days		165		38	378
LG Capital Funding 11/6/15-11/6/16	3/11/15	2/10/16	31,500	10.0	%	50% of 1 lows in previous 10 trading days		26,672 27,000		8,015 25,106	47,514 40,734
Iconic Holdings	3/30/15	3/30/16	82,500	10.0	%	50% of 1 lows in previous 20 trading days		10,500		7,923	23,918
Iconic Holdings	3/30/15	3/31/16	17,500	10.0	%	50% of 1 lows in previous 20 trading days		17,500 10,502		34,513	39,854

JSJ Investment	7/29/2015	1/29/2016	57,000	10.0	%	50% of 1 lows in previous 20 trading days		57,000		29,467	101,023

JMJ Financial	9/9/2015	9/9/2016	31,111	10.0	%	50% of 1 lows in previous 20 trading days		31,111 27,500		27,289	50,810
								337,778	$	133,000	604,102

Conversion of convertible debt .

For the year ended December 31, 2015 the company converted $926,723 in debt into 2,172,626 shares of stock.

Derivative liability.

At December 31, 2015 and December 31, 2014, the Company had $604,102 and $714,633 in derivative liability. For the year ended December 31, 2015, the Company reduced its derivative liability by $110,531.

We calculate the derivative liability using the multinominal lattice model which factors in the Company’s stock price volatility as well as the convertible terms applicable to the outstanding convertible notes. The following is the range of variables used in revaluing the derivative.

	December 31, 2015			December 31, 2014
Annual dividend yield		0			0
Expected life (years)		0.01 – .90			0.01 – .90
Risk-free interest rate		10	%		10	%
Expected volatility		510.0	%		508.1	%

NOTE 10 – NOTES PAYABLE

The total amount due on notes payable and related interest and penalty is as follows:

	December 31, 2015		December 31, 2014

Notes Payable	$	145,000	$	145,000

Total	$	145,000	$	145,000

The Company has outstanding notes due to a former director in the aggregate amount of $145,000. The notes are unsecured and accrue interest and penalty of 15% inasmuch as they are past due. The former director elected not to participate with the holders of other promissory notes, including our then executive officers, in the exchange of those notes for equity which occurred during January 2009. At December 31, 2015, and December 31, 2014, total accrued interest and penalty pertaining to the outstanding $145,000 in notes payable is $309,028 and $280,024.

NOTE 11– STOCKHOLDERS’ EQUITY

Reverse Stock Split

In February of 2016 the Company effectuated a 1000 to 1 reverse stock split. The financials have been adjusted for all periods presented to reflect this change.

Authorized Common Stock

On May 17, 2013, the company’s board voted to authorize an amendment to the registrant’s articles of incorporation to increase its authorized shares of common stock from 1,000,000,000 to 3,000,000,000. On August 23, 2013, the registrant’s board authorized an amendment to the registrant’s articles of incorporation to increase its authorized shares of common stock from 3,000,000,000 to 5,000,000,000.

Authorized Preferred Stock

The registrant is authorized to issue 10,000,000 shares of Series A Preferred Stock.

The board of directors passed a resolution designating certain preferential liquidity, dividend, voting and other relative rights to Shares of Series A Preferred Stock. Each share of Series A Preferred Stock may at the option of the holder be converted into 100 fully paid and non-assessable shares of common stock.

Issued Preferred Stock

On September 12, 2014, the registrant issued 5,000,000 Preferred A Shares to its chief executive officer, Kerry Driscoll, for one year of services to be rendered to the registrant. The 5,000,000 shares were valued at market value of .0034 on the date of issuance, which resulted in the registrant recording officer compensation of $1,700,000 over the life of the contract.

The registrant executed a service agreement on September 12, 2014, with Brent Fouch, a former officer, whereby the registrant issued 5,000,000 shares of Series A Preferred Stock for one year services to facilitate the development of BCI software compatibility with the registrant’s micro BCI headset. The 5,000,000 preferred shares were valued at market value of .0034 on the date of issuance, which resulted in the registrant recording a consulting expense of $1,700,000 over the life of the contract.

During the year ended December 31, 2015, a preferred stockholder converted 2,990,000 preferred shares into 299,000,000 shares of common stock.

On June 8, 2015, the Company designated a new class of preferred stock known as Series B preferred stock. Par Value to be $0.001. The stock shall have the following rights, limitations, restrictions, and privileges as follows: (1) The Series B preferred stock is entitled to receive dividends declared by the board of directors, (2) Series B preferred stock would be entitled to a liquidation preference of $0.001 per share, (3) Series B preferred stock shall have 5,000 votes per share in any matters voted on by the shareholders, (4) Series B preferred stock shall have the right to convert to common shares at the rate of 100 common shares per share, (5) the Series B preferred stock can be redeemed by the Company at the Market Value at the option of its directors, and (6) Holders of Series A preferred stock shall have preferred status, can restrict dividends to common shareholders and retain purchase rights on an as converted basis.

On June 9, 2015 the Company exchanged 1,000,000 Series A preferred shares for 1,000,000 Series B preferred shares with Kerry Driscoll, the Company’s sole director and CEO/CFO. The Company recognized an additional $581,000 of compensation related to the super voting rights

Issued Common Stock

For the year ended December 31, 2015 the Company issued 2,831,776 shares of common stock, post split,

Stock Payable

During the year ended December 31, 2015 the registrant issued 55,150 shares of common stock pursuant to two conversion notices executed in December of 2014 totaling $36,605 leaving a stock payable balance of $0.

NOTE 12– COMMITMENTS AND CONTINGENCIES

We were a defendant in two actions, each entitled 951 Yamato Acquisition registrant, LLC vs. VOIS, Inc., both as filed in December 2009 in the Circuit Court of the 15th Judicial Circuit in and for Palm Beach County, Florida under case numbers 502010CA040121XXXXMB and 502010CC19027XXXXBBRS, which are related to the lease agreements for our former office space. A combined summary judgment was entered in April, 2010 against VOIS, Inc. in the amount of $106,231. At September 30, 2015 and December 31, 2014, our liabilities as reported in our financial statements contained elsewhere in this report reflect the principal amount of the judgment together with $31,869 and $30,278 in accrued interest, respectively.

On June 18, 2009, the defendants removed the lawsuit from Palm Beach Circuit Court (State) to the United States District Court for the Southern District of Florida (Federal). Thereafter, the defendants sought to have the case to the United States District Court in New York. On October 27, 2009, the judge denied the defendant’s Motion to Transfer. On October 28, 2009 the defendants filed their Answer and Defenses to the Complaint. The defendants did not file a counterclaim at that time. On November 12, 2009, the Court entered a Scheduling Order and a Notice of Trial for December 2009. On December 4, 2009, the Court selected a mediator. In February 2010, the defendants changed law firms and sought leave from the Court to file a counterclaim. At that time, the defendants also served discovery in the form of interrogatories, request for production and request for admission. The defendant’s counterclaim was filed on February 17, 2010, and we filed our Answer on March 13, 2010. Over the course of the next several months we responded to the discovery requests.

On December 6, 2010, we filed an appeal to the judgment.

NOTE 13 - INCOME TAXES

The following table presents the current and deferred income tax provision (benefit) for federal and state income taxes:

	2015			2014
Current tax provision:
Federal	$	—		$	—
State		—			—

Deferred tax provision (benefit):
Federal		(449,945	)		(657,133	)
State		85,982			(125,010	)
Change in valuation allowance		(498,983	)		(727,291	)

Total provision for income tax	$	—		$	—

Current income taxes are based upon the year's income taxable for federal and state tax reporting purposes. Deferred income taxes (benefits) are provided for certain income and expenses, which are recognized in different periods for tax and financial reporting purposes.

Deferred tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income. The Company's deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers would be limited under the Internal Revenue Code should a significant change in ownership occur within a three year period. In 2015 and 2014 the Company's tax losses were reduced by stock for services expense. There were no depreciation differences.

At December 31, 2016 and 2015, the Company had net operating loss carryforwards of approximately $4,431,887 and $3,108,519 respectively, which begin to expire in 2029. The deferred tax assets arising from the net operating loss carryforwards are approximately $1,667,719 and $1,697,020 as of December 31,2015 and 2014, respectively. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, the projected future taxable income and tax planning strategies in making this assessment. Based on management's analysis, they concluded not to retain a deferred tax asset since it is uncertain whether the Company can utilize this asset in future periods. Therefore, they have established a full reserve against this asset. The change in the valuation allowance in 2015 and 2014 was approximately $497,983 and $527,284 respectively.

A reconciliation of the expected tax computed at the U.S. statutory federal income tax rate to the total benefit for income taxes at December 31, 2015 and, 2014 is as follows:

	2015			2014
Expected tax at 34%	$	(2,040,529	)	$	795,259
Effect of Non Temporary Differences		553,027			(1,397,540	)
Effect of State Taxes		(85,595	)		(125,010	)
Change in valuation allowance		497,983			727,291
Provision for income taxes	$	—		$	—

The Company's continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of December 31, 2015 and 2014, the Company had no accrued interest and penalties related to uncertain tax positions.

The Company is subject to taxation in the U.S. and California. Our tax years for 2010 and forward are subject to examination by tax authorities. The Company is not currently under examination by any tax authority.

Management has evaluated tax positions in accordance with FASB ASC 740, and has not identified any tax positions, other than those discussed above, that require disclosure

NOTE 14 – SUBSEQUENT EVENTS

On May 31, 2016, we entered into an agreement with GELI Holdings, Inc., (hereinafter "GELI"), and Brent Fouch and Kerry Driscoll (collectively "Sellers") wherein Sellers conveyed certain shares of our common and preferred stock to GELI and/or its designees in consideration of $50,000. The foregoing agreement contained additional covenants and warranties by the parties thereto to perform certain acts, including but not limited to causing us to become current in our reporting with the SEC. Further GELI acquired two promissory notes from Sellers. After completion of the foregoing, GELI would own voting control of us.

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