U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________

FORM 10-Q

[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended ~~June~~September 30, 2015

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File No. 000-33053

_____________________________________

MIND SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of

incorporation or organization)

01-0719410

(I.R.S. Employer Identification Number)

3525 Del Mar Heights Road, Suite 802

San Diego, California

(Address of principal executive offices)

92130

(Zip Code)

(888) 461-3932

(registrant’s telephone number, including area code)

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 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 (Check One):

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 ]

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. At November 4 20, 2015, the registrant had outstanding 12,~~081~~570,~~384~~214,~~647~~139 shares of common stock.

Table of Contents

		PAGE
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2122
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	2627
Item 4 (T)	Controls and Procedures	2627
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	2728
Item 1A.	Risk Factors	2829
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mining Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	2930

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

MIND SOLUTIONS, INC.
BALANCE SHEETS
(Unaudited)
				December 31,
	June 30,			2014
	September 30,			2014
Assets:	2015			Restated
Current Assets
Cash and Cash Equivalents	$	~~682~~38,967		$	113,199
Receivable From Related Party		701,~~538~~108		$	0
Prepaids		748,300			2,414,376
Prepaid Expenses		35,512			2,414,376
Total Current Assets		~~819~~75,~~520~~587			2,527,575
Fixed Assets:
Property & equipment		89,653			89,653
Less: accumulated depreciation		(88,~~222~~895	)		(86,876	)
Total Fixed Assets		~~1,431~~758			2,777
Other Assets:
Marketable Securities: Available-for-sale		4020			3,958
Total Other Assets		4020			3,958
Total Assets		~~820~~76,~~991~~365			2,534,310
Liabilities and Stockholders' (Deficit) Equity:
Liabilities and Stockholders' Equity (Deficit):
Current Liabilities
Accounts Payable & Accrued Expenses		~~383~~435,~~652~~480			389,165
Accounts Payable to Related Parties		3,500			3,500
Accrued Interest		~~358~~269,~~956~~252			342,647
Notes Payable		172,500			145,000
Convertible Notes Payable, net of discount of $347,041 and $381,389 as of June 30, 2015 (unaudited) and December 31, 2014 (restated)		28,320			69,339
Convertible Notes Payable, net of discount of $335,952 and $381,389 as of June 30, 2015 (unaudited) and December 31, 2014 (restated)		77,409			69,339
Derivative Liability		~~678~~684,~~707~~131			714,633
Total Current Liabilities		1,~~625~~642,~~635~~272			1,664,284
Commitments and Contingencies
Stockholders' Deficit:
Preferred stock, Series A par value $0.001, 10,000,000 shares authorized, 7,010,000 and 10,000,000 shares issued and outstanding as of June 30, 2015 (unaudited) and December 31, 2014, respectively		7,010			10,000
Preferred stock, Series A par value $0.001, 10,000,000 shares
Preferred stock, Series B par value $0.001, 1,000,000 shares authorized, 1,000,000 shares issued and outstanding as of June 30, 2015 (unaudited) and 0 as of December 31, 2014		1,000			—
authorized, 7,010,000 and 10,000,000 shares issued and outstanding as of June 30,		7,010			10,000
Common stock, par value $0.001, 5,000,000,000 shares authorized and 2,476,489,859 and 1,388,783,762 shares issued and outstanding as of June 30, 2015 (unaudited) and December 31, 2014 respectively.		2,476,489			1,388,784
2015 (unaudited) 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 June 30,		1,000			—
2015 (unaudited)
Common stock, par value $0.001, 5,000,000,000 shares
authorized and 2,570,214,139 and 1,388,783,762 shares issued and
outstanding as of June 30, 2015 (unaudited) and December 31,
2014 respectively.		2,570,213			1,388,784
Stock Payable		—			36,605
Additional paid in capital		21,~~775~~805,~~206~~093			20,339,368
Deficit Accumulated		(25,~~064~~949,~~349~~223	)		(20,904,731	)
Total Stockholders' (Deficit) Equity		(804,644	)		870,026
Total Stockholders' Equity (Deficit)		(1,565,907	)		870,026
Total Liabilities and Stockholders' Deficit	$	820,991		$	2,534,310
Total Liabilities and Stockholders' Equity (Deficit)	$	76,365		$	2,534,310
The accompanying notes are an integral part of these condensed unaudited financial statements.

MIND SOLUTIONS, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
	Three Months Ended						~~Six~~Nine Months Ended
	June 30,			June 30,			June 30,			June 30,
	September 30,			September 30,			September 30,			September 30,
	2015			2014			2015			2014
Revenues	$	—11,981		$	~~18,889~~534		$	—11,981		$	50,~~000~~534
Cost of Sales	$	—			174		$	—			174
Gross Profit	$	11,981			360			11,981			50,360
Operating Expenses:
Consulting		~~891~~799,~~164~~459			~~220~~621,~~292~~871			12,~~827~~626,~~054~~513			~~618~~1,~~526~~040,397
Officer Compensation		~~596,000~~—			—			636,130			—
Professional Fees		4627,~~861~~097			5162,~~063~~014			7198,~~272~~369			92144,~~425~~439
Research and Development		5637,~~977~~612			—			~~107~~144,~~117~~729			—
General and Administration		1319,~~234~~393			6415,~~442~~872			2948,~~512~~905			7591,~~379~~251
Total Operating Expenses		1883,~~604,236~~561			~~335~~699,~~797~~757			23,~~671~~554,~~085~~646			~~786~~1,~~330~~276,087
Operating Loss		(1871,~~604,236~~580	)		(~~316~~699,~~908~~397	)		(23,~~671~~542,~~085~~665	)		(~~736~~1,~~330~~225,727	)
Other Expense
Interest Expense		(~~330~~7,~~304~~850	)		(16,~~533~~048	)		(~~366~~374,~~887~~737	)		(3450,~~170~~218	)
Loss on Derivative Adjustment		(105,417	)		(1,070,233	)		(1,117,727	)		(1,070,233	)
Gain (Loss) on Derivative Adjustment		(5,424	)		5,871,123			(1,123,151	)		4,800,890
Total Other Expense		(~~435~~13,~~721~~274	)		(15,~~086~~855,~~766~~075	)		(1,~~484~~497,~~614~~888	)		(14,~~104~~750,~~403~~672	)
Net Loss before taxes		(2,039,957	)		(1,403,674	)		(4,155,699	)		(1,840,733	)
Net Income (Loss) before taxes		(884,854	)		5,155,678			(5,040,553	)		3,524,945
Income Tax Provision		—			—			—			—
Net Loss After Taxes		(2,039,957	)		(1,403,674	)		(4,155,699	)		(1,840,733	)
Net Income (Loss) After Taxes		(884,854	)		5,155,678			(5,040,553	)		3,524,945
Other Comprehensive Loss:
Loss on Available-for-Sale Securities		(~~218~~20	)		(910,~~167~~833	)		(3,~~919~~939	)		(3748,~~500~~333	)
Net Loss	$	(2,040,175	)	$	(1,412,841	)	$	(4,159,618	)	$	(1,878,233	)
Net Income (Loss)	$	(884,874	)	$	5,144,845		$	(5,044,492	)	$	3,476,612
Net (loss) per share- basic
Net Income (loss) per share- basic
and diluted	$	(0.00)	*	$	(0.00)	*	$	(0.00)	*	$	(0.00)	*
Weighted average common shares
outstanding- basic and diluted		2,~~282~~530,~~261~~651,~~314~~158			570,106,350			12,~~979~~165,~~889~~494,~~705~~297			~~525~~535,~~648~~689,~~770~~559
* denotes a loss of less than $(0.01) per share.
The accompanying notes are an integral part of these condensed unaudited financial statements.

MIND SOLUTIONS, INC.
Mind Solutions, Inc.
CONDENSED STATEMENTS OF CASH FLOWS
Statements of Stockholders' Equity
(UNAUDITED)
		Common Stock					Preferred Stock						Subscription			Additional Paid in			Accumulated
		For the six months			For the six months
		Shares			Amount		Shares			Amount			Payable			Capital			Deficit			Total
		June 30,			June 30,
Balance as originally stated at December 31, 2014		1,388,783,762		$	1,388,784		10,000,000		$	10,000		$	36,605		$	16,949,368		$	(21,318,066	)	$	(2,933,309	)
		2015			2014
Adjustments																3,390,000			413,335
CASH FLOWS FROM OPERATING ACTIVITIES:
Balance, December 31, 2014 as restated		1,388,783,762			1,388,784		10,000,000			10,000			36,605			20,339,368			(20,904,731	)		870,026
Net loss for the period	$	(4,159,618	)	$	(1,878,233	)
Conversion of subscription payable		55,149,902			55,149		—			—			(36,605	)		(18,544	)		—			—
Adjustments to reconcile net loss to net cash
Conversion of preferred shares		299,000,000			299,000		(2,990,000	)		(2,990	)		—			(296,010	)		—			—
provided by operating activities:
Conversion of convertible notes		785,280,475			785,280		—			—			—			(264,685	)		—			520,595
Stock issued for services		51,000			354,738
Issuance of Series B preferred							1,000,000			1,000			—			580,000			—			581,000
Derivative expense from convertible notes		—			1,070,233
Shares issued for services		42,000,000			42,000		—			—			—			42,700			—			84,700
Debt Discount		395,747			34,170
Derivative liability adjustment		—			—		—			—			—			1,153,653			—			1,153,653
Derivative (gain) or loss adjustment		1,117,727			1,070,233
Debt discount adjustment		—			—		—			—			—			268,611			—			268,611
Original interest discount		20,500			—
Net Loss		—			—		—			—			—			—			(5,044,492	)		(5,044,492	)
Available-for-sale securities received for services revenues		(3,918	)		87,500
Balance, September 30, 2015 (unaudited)		2,570,214,139		$	2,570,213		8,010,000		$	8,010		$	—		$	21,805,093		$	(25,949,223	)	$	(1,565,907	)
Compensation for fair market value of Series B preferred shares		581,000			—
The accompanying notes are an integral part of these financial statements.
Depreciation		1,346			1,166
Changes in Operating Assets and Liabilities
Increase in receivable from related party		(70,538	)		—
Increase in prepaid expense		1,666,077			—
Decrease in accounts payable		(86,840	)		13,424
Net Cash Used in Operating Activities		(487,517	)		(364,596	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets		—			(2,936	)
Net Cash (Used in) Provided by Investing Activities		—			(2,936	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes		350,000			457,500
Proceeds from promissory note		25,000			—
Net Cash Provided by Financing Activities		375,000			457,500
Net (Decrease) Increase in Cash		(112,517	)		89,968
Cash at Beginning of Period		113,199			47,428
Cash at End of Period		682			137,396
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	$	1,362,246		$	—
The accompanying notes are an integral part of these condensed unaudited financial statements.

MIND SOLUTIONS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

		For the nine months			For the nine months
		Sept 30,			Sept 30,
		2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss) for the period	$	(5,044,492	)	$	3,476,612
Adjustments to reconcile net loss to net cash
provided by operating activities:
Stock issued for services		123,500			715,596
Debt Discount		302,371			—
Derivative (gain) or loss adjustment		1,123,151			(4,800,890	)
Original interest discount		28,350			—
Available-for-sale securities received for services revenues		3,930			50,000
Compensation for fair market value of Series B preferred shares		581,000			—
Depreciation		2,019			1,872
Changes in Operating Assets and Liabilities
Increase in receivable from related party		(1,108	)		—
Decrease in prepaid expense		2,378,864			—
Decrease in accounts payable		(34,928	)		19,655
Net Cash Used in Operating Activities		(537,343	)		(556,810	)

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		438,111			694,000
Proceeds from promissory note		25,000
Net Cash Provided by Financing Activities		463,111			694,000

Net (Decrease) Increase in Cash		(74,232	)		134,254
Cash at Beginning of Period		113,199			47,428
Cash at End of Period		38,967			181,682

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	$	1,362,246		$	314,050
Issuance of convertible note for consulting services				$	200,000

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

MIND SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

~~June~~September 30, 2015 AND DECEMBER 31, 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.

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.

NOTE 2 - PREPARATION OF FINANCIAL STATEMENTS

Basis of presentation

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.

NOTE 3- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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, 2014 and ~~June~~September 30, 2015.

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 ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, advertising and marketing expense were $524,~~400~~882 and $117,~~815~~270, 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.

910

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. Income Taxes

The registrant adopted FASB ASC Topic 740, Income Taxes, at its inception. Under FASB ASC Topic 740, the deferred tax provision is determined under the liability method. Under this method, deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities using presently enacted tax rates.

G. 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 ~~686~~195,~~330~~257,~~276~~575 potentially dilutive shares of common stock outstanding as of ~~June~~September 30, 2015, which are derived from the outstanding convertible promissory notes. The registrant also has 7,009,110 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 700,911,0000 potentially dilutive shares of common stock.

H. 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.

I. Fair value of financial instruments measured on a recurring basis

The registrant follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

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Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial instruments Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amount of the registrant’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The registrant’s line of credit and notes payable approximate the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the registrant for similar financial arrangements at ~~June~~September 30, 2015 and December 31, 2014.

The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at ~~June~~September 30, 2015.

Description

Level 1

Level 2

Level 3

Assets

—

Liabilities

Beneficial conversion

—

~~678~~684,~~707~~131

J. Commitments and contingencies

The registrant follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the registrant but which will only be resolved when one or more future events occur or fail to occur. The registrant assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the registrant or unasserted claims that may result in such proceedings, the registrant evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the registrant’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the registrant’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the registrant’s business, financial position, and results of operations or cash flows.

K. Related parties

The registrant follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the Related parties include (a) affiliates of the registrant; (b) Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the registrant; (e) management of the registrant; (f) other parties with which the registrant may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) ~~ammounts~~amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

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. Beneficial Conversion Feature

For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount.

1213

When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt.

O. 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.

P. Recently Issued Accounting Standards

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The update removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. In addition, the update adds an example disclosure in Risks and Uncertainties (Topic 275) to illustrate one way that an entity that has not begun planned principal operations could provide information about the risks and uncertainties related to the company’s current activities. Furthermore, the update removes an exception provided to development stage entities in Consolidations (Topic 810) for determining whether an entity is a variable interest entity-which may change the consolidation analysis, consolidation decision, and disclosure requirements for a company that has an interest in a company in the development stage. The update is effective for the annual reporting periods beginning after December 15, 2014, including interim periods therein. Early application with the first annual reporting period or interim period for which the entity’s financial statements have not yet been issued (Public business entities) or made available for issuance (other entities). The Company adopted this pronouncement for the three months ended March 31, 2015.

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 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.

1314

As of ~~June~~September 30, 2015, the registrant had an accumulated deficit of $25,~~064~~949,~~349~~223. Also, during the ~~six~~nine months ended ~~June~~September 30, 2015, the registrant used net cash of $~~487~~537,~~517~~ 343 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 ~~June~~September 30, ~~2015~~ 2015 and December 31, 2014 were the result of:

a.) In the ~~six~~nine months ended ~~June~~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 ~~June~~September 30, 2015 and December 31, 2014, ~~the~~ the registrant had a prepaid balance of $~~748~~35,~~300~~512 and $2,414,376 which is derived from the uncompleted portion of the consulting ~~agreements~~ agreements as well as prepayments for manufacturing costs and legal services.

NOTE 6– PROPERTY & EQUIPMENT

Furniture and Equipment consisted of the following:

	June 30, 2015			December 31, 2014
	September 30, 2015			December 31, 2014
Equipment	$	85,467		$	85,467
Furniture		4,186			4,186
Total		89,653			89,653
Less accumulated Depreciation		(88,~~222~~895	)		(86,876	)
Property and equipment, net	$	~~1,431~~758		$	2,777

14Depreciation expense for the nine months ended September 30, 2015 and 2014 was $2,019 and $1,872.

Depreciation expense for the six months ended June 30, 2015 and 2014 was $1,346 and $1,166.

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~~ 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.

Service Agreement with Former Officer

The registrant executed a service ~~agreement~~ 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.

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 in restricted common stock of Monster. As of ~~June~~September 30, 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 ~~June~~September 30, 2015. For the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, the Company realized a loss on available-for-sale securities of $3,~~919~~939 and $3748,~~500~~333.

~~As of June 30, 2015 and December 31, 2014, the registrant had available for sale securities balance of $40 and $3,958.~~ 16

As of September 30, 2015 and December 31, 2014, the registrant had available for sale securities balance of $20 and $3,958.

NOTE 9– CONVERTIBLE NOTES PAYABLE

In the ~~six~~nine months ended ~~June~~September 30, 2015, the registrant entered into ~~three~~five convertible note agreements. As of ~~June~~September 30, 2015 and December 31, 2014, the registrant has $2877,~~320~~409 (net of debt discount of $~~347~~335,~~041~~952) 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 ~~June~~September 30, 2015:

						September 30, 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	710
JSJ Investments	5/28/15	11/28/15	150,000	12.0%	52% of average 3 lows in previous 20 trading days	150,000	110,876	218,934
Iconic Holdings	11/4/14	11/4/15	35,750	10.0%	50% of 1 lows in 20 previous trading days	8,250	1,908	15,667

Iconic Holdings	2/5/15	2/5/16	55,000	10.0%	50% of 1 lows in previous 20 trading days	35,000	22,401	65,774
LG Capital Funding	3/11/15	2/10/16	31,500	10.0%	50% of 1 lows in previous 10 trading days	31,500	21,897	50,272
Iconic Holdings	3/30/15	3/30/16	82,500	10.0%	50% of 1 lows in previous 20 trading days	82,500	78,164	152,582
Iconic Holdings	3/30/15	3/31/16	17,500	10.0%	50% of 1 lows in previous 20 trading days	17,500	17,197	32,351

JSJ Investment	7/29/2015	1/29/2016	57,000	10.0%	50% of 1 lows in previous 20 trading days	57,000	54,183	107,034

JMJ Financial	9/92015	9/9/2016	31,111	10.0%	50% of 1 lows in previous 20 trading days	31,111	29,326	40,807

						$ 413,361	$ 335,952	$ 684,131

						June 30, 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	$ 341	$ 755
JSJ Investments	5/28/15	11/28/15	150,000	12.0%	52% of average 3 lows in previous 20 trading days	150,000	145,148	239,734
Iconic Holdings	11/4/14	11/4/15	35,750	10.0%	50% of 1 lows in 20 previous trading days	8,250	5,152	17,442
JMJ Financial	12/16/14	12/16/15	31,111	0.0%	60% of 1 lows in previous 25 trading days	30,111	24,437	48,613
Iconic Holdings	2/5/15	2/5/16	55,000	10.0%	50% of 1 lows in previous 20 trading days	55,000	45,710	114,215
LG Capital Funding	3/11/15	2/10/16	31,500	10.0%	50% of 1 lows in previous 10 trading days	31,500	27,273	52,814
Iconic Holdings	3/30/15	3/30/16	82,500	10.0%	50% of 1 lows in previous 20 trading days	82,500	81,519	169,246
Iconic Holdings	3/30/15	3/31/16	17,500	10.0%	50% of 1 lows in previous 20 trading days	17,500	17,461	35,888
						$ 375,361	$ 347,041	$ 678,707

Conversion of convertible debt.

In the ~~six~~nine months ended ~~June~~September 30, 2015, JMJ Financial converted $85,978 in principle into 187,977,785 shares of commons stock, JSJ Investments Inc. converted $100,000 of convertible debt into 158,079,053 shares of common stock, LG Capital Funding LLC converted $63,000 of convertible debt into 69,087,250 shares of common stock, Iconic Holdings, LLC converted $27,500 of convertible debt into 67,708,333 shares of common stock, WHC Capital, LLC converted $10,000 of convertible debt into 31,829,910 shares of common stock, KBM Worldwide Inc. converted $52,500 of convertible debt into 111,873,176 shares of common stock, ~~and~~ Cicero Consulting Group converted $100,000 of convertible debt into 100,000,000 shares of common stock, JMJ Financial converted $31,111 of convertible debt into 18,724,280 shares of common stock and Iconic Holdings, LLC converted $20,000 of convertible debt into 40,000,000 shares of common stock.

In the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, the registrant recorded interest expense relating to the outstanding convertible notes payable in the amounts of $~~366~~274,~~887~~ 737 and $2350,~~414~~218.

Derivative liability.

At ~~June~~September 30, 2015 and December 31, 2014, the Company had $~~678~~684,~~707~~131 and $714,633 in derivative liability. In the ~~six~~nine months ended ~~June~~September 30, 2015, the Company reduced its derivative liability by $3530,~~926~~502

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 liabilities at ~~June~~September 30, 2015 and December 31, 2014:

		June 30, 2015			December 31, 2014
	September 30, 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:

	June 30, 2015		December 31, 2014
	September 30, 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 ~~June~~September 30, 2015, and December 31, 2014, total accrued interest and penalty pertaining to the outstanding $145,000 in notes payable is $~~294~~301,~~526~~777 and $280,024.

NOTE 11– STOCKHOLDERS’ EQUITY

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 par $0.001 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 par $0.001which resulted in the registrant recording a consulting expense of $1,700,000 over the life of the contract.

In the ~~six~~nine months ended ~~June~~ September 30, 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

In the ~~six~~nine months ended ~~June~~September 30, 2015, the registrant issued 1,~~087~~181,~~706~~430,~~097~~377 shares of common stock of which ~~781~~785,~~706~~280,~~097~~475 shares were for the conversion of $~~442~~507,~~867~~478 in principle convertible debt and $1433,~~117~~209 of accrued interest, 7,000,000 shares were for settlement of prepaid consulting expenses and 299,000,000 shares were for the conversion of 2,990,000 shares of preferred stock.

Stock Payable

In the three months ended June 30, 2015, the registrant issued 55,149,902 shares of common stock pursuant to two conversion notices executed in December of 2014 totaling $36,605 leaving a stock payable balance of $0.19

In the nine months ended September 30, 2015, the registrant issued 55,149,902 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

18We 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.

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 June 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 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.

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 transferred 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 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.

NOTE 13 – RESTATED FINANCIAL STATEMENTS

The Company has restated its balance sheet as of December 31, 2014 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

(A Development Stage Company)

	December 31, 2014
	Originally
	Reported			Restated			Difference
Cash	$	113,199		$	113,199		$	-
Prepaid expenses		46,020			2,414,376			2,368,356
Total Current Assets		159,219			2,527,575			2,368,356

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		$	2,534,310		$	2,368,356

Liabilities and Stockholders' Equity:
Current Liabilities
Accounts payable & accrued expenses	$	389,165		$	389,165		$	-
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			(1,434,979)

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,		1,388,784			1,388,784			-
Additional paid in capital		16,949,368			20,339,368			3,390,000
Stock subscription payable		36,605			36,605			-
Accumulated Comprehensive Loss		(426,042	)		-			426,042
Deficit accumulated		(20,892,024	)		(20,904,731	)		(12,707	)
Total stockholders' equity (deficit)		(2,933,309	)		870,026			3,803,335

Total Liabilities and Stockholders' Equity	$	165,954		$	2,534,310		$	2,368,356

2021

Item 2. 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 REPORT ON FORM 10-Q.

The following discussion reflects our plan of operation. This discussion should be read in conjunction with the financial statements which are included in 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.

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.

Mind Solutions has successfully developed software applications described below that run on Emotive EEG headsets. We have experienced minimal sales of our software applications. It was decided by management that to better position Mind Solutions in the market, we should develop our own unique EEG headset that would allow us to have more market strength. We have invested a significant amount of money and time into developing a prototype EEG headset. We have completed a prototype which has been successfully tested on several Android devices and tablets.

On August 1, 2012, Dr. Gordon Chiu, our chief scientific adviser, filed an International Patent Application No. PCT/US2012/049135. Generally, the proprietary technology we are using consists of a “Portable Brain Activity Monitor.” On February 12, 2011, Mind Technology, Inc., one of our predecessors, and Dr. Gordon Chiu, our chief science advisor, granted us a license to use the technology covered by his patent application. Through the series of mergers described in this report, Mind Solutions acquired the license granted to Mind Technology, Inc. For the period, that Mind Technology, Inc. (now Mind Solutions) exists and funds the development and progress of the covered invention, Dr. Chiu agreed to license the use of the technology to Mind Solutions. If Mind Solutions fails to support the launch, progress and/or funding of the production of the invention, then the license may be terminated. The agreement provided that Dr. Chiu will receive a non-refundable, non-dilatable cash royalty payment equal to 20% of the gross proceeds received by Mind Solutions from the use of the covered technology. In addition, Brent Fouch, the former president of Mind Technology, and one of our advisors, will receive a non-refundable, non-dilatable cash royalty payment equal to 5% of the gross proceeds received by Mind Solutions from the use of the covered technology. See “Business – Patents and Intellectual Property.”

Going Concern

As of ~~June~~September 30, 2015, the registrant ~~had~~ had an accumulated deficit during development stage of $25,~~064~~949,~~349~~223. During the ~~six~~nine months ended ~~June~~September 30, 2015, the registrant used net cash of $~~487~~537,~~517~~343 for operating activities. These factors raise substantial doubt about the registrant’s ability to continue as a going concern.

Results of Operations

Three Months Ended ~~June~~September 30, 2015, Compared to ~~Three~~ Three Months Ended ~~June~~September 30, 2014.

Revenues. During the three months ended June 30, 2015, and 2014, the registrant recognized $0 and $18,889 of revenues. The $18,889 of service revenues recognized were from the registrant’s services provided to a third party which it received stock in the third party as compensation. The registrant is aggressively looking for ways to leverage it’s technology to develop revenue streams.

General and Administrative Expenses.

Consulting Fees. During the three months ended June 30, 2015, consulting expense increased to $891,164 as compared to $220,292 from the prior three months ended June 301, 2014. The increase was primarily the result of the valuation of preferred stock being issued for services rendered to the Company

Officer Compensation. During the three months ended June 30, 2015, officer compensation increased to $596,000 as compared to $0 from the prior three months ended June 30, 2014. Officer compensation increased due to additional payments made to our chief executive office for services rendered as well as $581,000 valuation when the Company exchanged 1,000,000 Series A preferred shares for 1,000,000 Series B.

Professional Fees. During the three months ended June 30, 2015, professional fees decreased to $46,861 as compared to $51,063 from the prior three months ended June 30, 2014. Professional fees decreased slightly but for the most part stayed fairly constant as the registrants legal and accounting services have not changed.

General and Administrative Expense. During the three months ended June 30, 2015, general and administrative expenses decreased to $13,234 as compared to $64,442 from the prior three months ended June 30, 2014. The decrease was due primarily to less travel expenses.

Research and Development. During the three months ended June 30, 2015, research and development expenses increased to $56,977 as compared to $0 from the prior three months ended June 30, 2014. Research and development costs increased as the Company is testing, modifying and updating its hardware and software with its prototype headset.

Interest Expense. During the three months ended June 30, 2015, interest expense increased to $330,304 as compared to $16,533 from the prior three months ended June 30, 2014. The increase was primarily due to original issue discount on issued convertible promissory notes. Interest expense accrued pursuant to the outstanding convertible notes stayed fairly constant.

Derivative Adjustment. During the three months ended June 30, 2015, loss on derivative adjustment was $105,417 as compared to $1,070,233 for the prior three months ended June 30, 2014. The change was due to the derivative liability calculated using the multinominal lattice model pursuant to the outstanding convertible notes payable.

Net Loss from Operations. Our net loss from operations increased to $1,604,236 for the three months ended June 30, 2015 compared to $316,908 for the three months ended June 30, 2014. The increase was primarily due to $581,000 valuation when the Company exchanged 1,000,000 Series A preferred shares for 1,000,000 Series B as well as $845,178 valuation from the preferred shares issued for consulting services.

~~Six~~Revenues. ~~Months~~During ~~Ended~~the ~~June~~three months ended September 30, 2015, ~~Compared~~and to2014, ~~Six~~the ~~Months Ended~~registrant ~~June~~recognized 30$11,981 ~~2014~~and $534 of revenues. The registrant is aggressively looking for ways to leverage it’s technology to develop revenue streams.

Revenues. During the six months ended June 30, 2015, and 2014, the registrant recognized $0 and $50,000 of revenues. The $50,000 of service revenues recognized were from the registrant’s services provided to a third party which it received stock in the third party as compensation. The registrant is aggressively looking for ways to leverage our technology to develop revenue streams.

General and Administrative Expenses.

Consulting Fees. During the ~~six~~three months ended ~~June~~September 30, 2015, consulting expense increased to $1799,~~827,054~~459 as compared to $~~618~~621,~~526~~871 from the ~~previous~~prior ~~period~~three inmonths ended September 30, 2014. The increase was primarily the result of the valuation of preferred stock being issued for services rendered to the Company.

~~Officer~~Professional ~~Compensation~~Fees. During the three ~~six~~ months ended ~~June~~September 30, 2015, ~~officer~~professional ~~compensation~~fees ~~increased~~decreased to $~~636~~27,~~130~~097 as compared to $062,014 from the prior ~~six~~three months ~~ended~~ ~~June~~ended September 30, 2014. ~~Officer~~Professional ~~compensation~~fees ~~increased~~decreased ~~due~~slightly tobut ~~additional~~for ~~payments~~the ~~made~~most topart ~~our~~stayed ~~chief~~fairly ~~executive~~constant ~~office for services rendered~~ as ~~well as $581,000 valuation when~~ the ~~Company~~registrants legal ~~exchanged~~and ~~1,000,000~~accounting ~~Series~~services Ahave ~~preferred~~not ~~shares for 1,000,000 Series B~~changed.

~~Professional~~General ~~Fees.~~and Administrative Expense. During the ~~six~~ three months ended ~~June~~September 30, 2015, ~~professional~~general ~~fees~~and ~~decreased~~administrative expenses increased to $7119,~~272~~393 as compared to $9215,~~425~~ 872 from the prior ~~six~~three months ended ~~June~~ September 30, 2014. ~~Professional~~The ~~fees~~increase ~~decreased~~was ~~slightly~~due ~~but~~primarily ~~for~~to ~~the~~an ~~most~~increase ~~part~~in ~~stayed~~advertising ~~fairly constant as the registrants legal~~ and ~~accounting~~promotion ~~services have not changed~~expenses.

Research ~~General~~ and ~~Administrative Expense~~Development. During the ~~six~~three months ended ~~June~~September 30, 2015, ~~general~~ research and ~~administrative~~development expenses ~~decreased~~increased to $2937,~~512~~612 as compared to $~~75,379~~0 from the prior three ~~six~~ months ended ~~June~~September 30, 2014. ~~The~~Research ~~decrease~~and ~~was~~development ~~due~~costs ~~primarily~~increased toas ~~less~~the ~~travel~~Company ~~expenses~~is testing, modifying and updating its hardware and software with its prototype headset.

~~Research~~Interest ~~and Development~~Expense. During the ~~six~~ three months ended ~~June~~September 30, 2015, ~~research~~interest ~~and~~expense ~~development~~decreased ~~expenses increased~~ to $~~107~~7,~~117~~850 as compared to $016,048 from the prior ~~six months~~three months ended ~~June~~September 30, 2014. ~~Research~~The ~~and~~decrease ~~development~~was ~~costs~~primarily ~~increased~~due asto the ~~Company~~conversion isof ~~testing,~~outstanding ~~modifying~~convertible ~~and~~notes ~~updating~~balance ~~its~~into ~~hardware~~shares ~~and~~of ~~software~~common ~~with its prototype headset~~stock.

~~Interest~~Derivative ~~Expense~~Adjustment. During the ~~six~~ three months ended ~~June~~September 30, 2015, ~~interest~~loss ~~expense~~on ~~increased~~derivative toadjustment was $~~366~~5,~~887~~424 as compared to a gain of $345,~~170~~871,123 ~~from~~for the prior ~~six~~three months ended ~~June~~ September 30, 2014. The ~~increase~~change was ~~primarily~~ due to ~~original~~the ~~issue~~derivative ~~discount~~liability oncalculated ~~issued~~using ~~convertible~~the ~~promissory~~multinominal lattice ~~notes.~~model ~~Interest expense accrued~~ pursuant to the outstanding convertible notes ~~stayed fairly constant~~payable.

~~Derivative~~Net ~~Adjustment~~Loss from Operations. ~~During~~ ~~the~~Our ~~six~~net ~~months~~loss from ~~ended~~operations ~~June~~increased ~~30,~~to ~~2015~~$884,854 ~~loss~~for onthe ~~derivative~~three ~~adjustment~~months ~~was~~ended $1September 30,~~117,727~~ as2015 compared to net income of $15,~~070~~155,~~233~~678 for the ~~prior six~~three months ended ~~June~~September 30, 2014. The ~~change~~increase was primarily due to ~~the~~$5,871,123 gain on derivative ~~liability~~adjustment ~~calculated~~made ~~using~~in the ~~multinominal~~three ~~lattice~~months ~~model~~ended ~~pursuant~~September to30, ~~the outstanding convertible notes payable~~2014.

~~Net~~Nine ~~Loss~~Months ~~from~~Ended ~~Operations.~~September ~~Our net loss from operations increased to $2,671,085 for the six months ended June~~ 30, 2015, ~~compared~~Compared to ~~$736,330~~Nine Months ~~for~~Ended ~~the~~September ~~six months ended June~~ 30, 2014. The increase was primarily due to the $581,000 valuation when the Company exchanged 1,000,000 Series A preferred shares for 1,000,000 Series B as well as $845,178 valuation from the preferred shares issued for consulting services.

~~Liquidity~~Revenues. ~~and Capital Resources~~

~~Liquidity~~During isthe nine months ended September 30, 2015, and 2014, the ~~ability~~registrant recognized $11,981 and $50,534 of arevenues. ~~company~~The $50,534 of service torevenues ~~generate~~recognized ~~adequate~~were ~~amounts~~from ofthe ~~cash~~registrant’s services provided to ~~meet~~a ~~its~~third ~~needs~~party ~~for~~which ~~cash.~~it ~~The~~received ~~following~~stock ~~table~~in ~~provides~~the ~~certain~~third party ~~selected~~as ~~balance~~compensation. ~~sheet~~The ~~comparisons between~~registrant ~~June~~is ~~30,~~aggressively ~~2015,~~looking ~~and~~for ~~December~~ways ~~31,~~to ~~2014:~~leverage our technology to develop revenue streams.

General and Administrative Expenses.

Consulting Fees. During the nine months ended September 30, 2015, consulting expense increased to $2,626,513 as compared to $1,040,397 from the previous period in 2014. The increase was primarily the result of the valuation of preferred stock being issued for services rendered to the Company.

Officer Compensation. During the nine months ended September 30, 2015, officer compensation increased to $636,130 as compared to $0 from the prior nine months ended June 30, 2014. Officer compensation increased due to additional payments made to our chief executive office for services rendered as well as $581,000 valuation when the Company exchanged 1,000,000 Series A preferred shares for 1,000,000 Series B.

	June 30,	December 31,	$	%
	2015	2014(Restated)	Change	Change
Working Capital	$ (805,115)	$ 862,791	$ (1,667,906)	(193.32)%
Cash	682	113,199	(112,517)	(99.4)%
Total current assets	819,520	2,527,575	(1,708,055)	(67.6)%
Total assets	820,991	2,534,310	(1,713,319)	(67.6)%
Accounts payable and accrued liabilities	383,652	389,165	(5,513)	(1.4)%
Notes payable and accrued interest	1,242,983	1,275,619	(32,636)	(2.6) %
Total current liabilities	1,625,635	1,664,784	(38,149)	(2.3) %
Total liabilities	1,625,635	1,664,784	(38,149)	(2.3)%

Professional Fees. During the nine months ended September 30, 2015, professional fees decreased to $98,369 as compared to $144,439 from the prior nine months ended June 30 2014. Professional fees decreased but for the most part stayed fairly constant as the registrants legal and accounting services have not changed.

InGeneral and Administrative Expense. During the ~~six~~nine months ended ~~June~~September 30, 2015, ~~our~~ ~~working~~general ~~capital~~and ~~deficit~~administrative expenses decreased ~~primarily~~to ~~as a result of a decrease in derivative liability of~~ $148,~~303,152~~905 ~~and~~as acompared ~~decrease in~~to ~~convertible notes payable of~~ $~~681~~91,~~575~~251 from ~~both~~the ~~due~~prior ~~from~~nine ~~the~~months ~~conversion~~ended ofJune ~~convertible~~30, ~~debt~~2014. ~~into~~The ~~shares~~decrease ofwas ~~common~~due ~~stock~~primarily into ~~the~~less ~~registrant~~travel expenses.

Research and Development. During the nine months ended September 30, 2015, research and development expenses increased to $144,729 as compared to $0 from the prior nine months ended June 30, 2014. Research and development costs increased as the Company is testing, modifying and updating its hardware and software with its prototype headset.

Interest Expense. During the nine months ended September 30, 2015, interest expense increased to $374,737 as compared to $50,218 from the prior nine months ended September 30 2014. The increase was primarily due to original issue discount on issued convertible promissory notes. Interest expense accrued pursuant to the outstanding convertible notes stayed fairly constant.

Derivative Adjustment. During the nine months ended September 30, 2015, loss on derivative adjustment was $1,123,151 as compared to a gain of $4,800,890 for the prior nine months ended September 30, 2014. The change was due to the derivative liability calculated using the multinominal lattice model pursuant to the outstanding convertible notes payable.

Net Loss from Operations. Our net loss from operations increased to $5,040,553 for the nine months ended September 30, 2015 compared to net income of $3,524,945 for the nine months ended September 30, 2014. The increase was primarily due to the $4,800,890 gain on derivative adjustment made in the nine months ended September 30, 2014.

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 September 30, 2015, and December 31, 2014:

	September 30,	December 31,	$	%
	2015	2014(Restated)	Change	Change

Working Capital	$ (1,566,685)	$ 862,791	$ (2,429,476)	(281.6)%
Cash	38,967	113,199	(74,232)	(99.4)%
Total current assets	75,587	2,527,575	(1,708,055)	(65.6)%
Total assets	76,365	2,534,310	(2,457,945)	(97.0)%
Accounts payable and accrued liabilities	438,980	389,165	49,815	(1.3)%
Notes payable and accrued interest	1,203,292	1,275,619	(72,327)	(5.7) %
Total current liabilities	1,642,272	1,664,784	(22,512)	(1.3) %
Total liabilities	1,642,272	1,664,784	(22,512)	(1.3)%

In the nine months ended September 30, 2015, our working capital deficit increased primarily as a result of a decrease in prepaids of $2,378,864.

Operating activities

Net cash used in for continuing ~~operating~~ operating activities during the ~~six~~nine months ended ~~June~~September 30, 2015, was $~~487~~537,~~517~~343 as compared to $~~364~~556,~~596~~810 for the ~~six~~ nine months ended ~~June~~September 30, 2014. Non-cash items totaling approximately $4,539,255 contributing to the net cash used in continuing operating activities for the ~~six~~nine months ended ~~June~~September 30, 2015, include:

$51123,~~000~~500 representing the value of shares issued to consultants, $1,~~117~~123,~~727~~151 loss on derivative liability adjustment, $2028,~~500~~350 of original issue discount on convertible debentures issued, $~~395~~302,~~747~~371 of debt discount, $581,000 compensation for preferred shares exchanged, $12,~~666~~378,~~077~~864 in prepaids, $12,~~346~~019 of depreciation~~, $86,840 decrease in accounts payable and accrued expenses~~.

Investing activities

Net cash used in investing activities was $0 for the ~~six~~nine months ended ~~June~~September 30, 2015.

Net cash used in investing activities was $2,936 for the ~~six~~nine months ended ~~June~~September 30, 2014

Financing Activities

Net cash provided by financing activities was $~~375~~463,~~000~~111 for the ~~six~~nine months ended ~~June~~September 30, 2015. This included $~~350~~438,~~000~~111 from proceeds from convertible notes and $25,000 ~~from~~ from promissory notes

Net cash provided by financing activities was $~~457~~694,~~500~~000 for the ~~six~~nine months ended ~~June~~September 30, 2014 which was entirely from proceeds from convertible notes.

JSJ Investments, LLC

On May 28, 2015, the registrant executed a convertible promissory note with JSJ Investment, LLC.in the principle amount of $150,000. The convertible promissory note bore interest of 12% per annum, was unsecured, and due June 23, 2015. The note is convertible into common shares of the registrant at a conversion rate of 48% of the market price, calculated as the lowest trading price in the previous 30 days leading up to the date of conversion As of June 30, 2015 the Company recorded $150,000 in original debt discount pertaining to the note issued. As of June 30, 2015 JSJ Investments, LLC has not converted any principle on this note.

Seasonality

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

General inflation in the economy has driven the operating expenses of many businesses higher. We will continuously seek methods of reducing costs and streamlining operations while maximizing efficiency through improved internal operating procedures and controls. While we are subject to inflation as described above, our management believes that inflation currently does not have a material effect on our operating results. However, inflation may become a factor in the future.

Critical Accounting 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.

We evaluate our long-lived assets for financial impairment on a regular basis in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” which evaluates the recoverability of long-lived assets not held for sale by measuring the carrying amount of the assets against the estimated discounted future cash flows associated with them. At the time such evaluations indicate that the future discounted cash flows of certain long-lived assets are not sufficient to recover the carrying value of such assets, the assets are adjusted to their fair values.

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

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

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

There has been no material change in our market risks since the end of the fiscal year 2014.

Item 4. Controls and Procedures.

See Item 4(T) below.

Item 4(T). Controls and Procedures.

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.

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 the assets of the issuer;

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, 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.

Evaluation of Disclosure and ~~Controls~~ Controls and Procedures. 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. We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. The evaluation was undertaken in consultation with our accounting personnel. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective at ~~June~~ September 30, 2015, due to the lack of accounting personnel. We intend to hire additional employees when we obtain sufficient capital.

Changes in Internal Controls over Financial Reporting. There were no changes in the internal controls over our financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

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

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/A Medstrong 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 $432,274.28

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 March 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 1A. Risk Factors.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

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.

3.6**	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.

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.
10.8**	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.
10.22**	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.
10.9**	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.
10.23**	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.
10.10**	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.
10.24**	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.
10.11**	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.
10.25**	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.
10.12**	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.
10.26**	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.
10.13**	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.
10.27**	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.
10.14**	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.
10.28**	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.
10.15**	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.
10.29**	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.
10.16**	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.
10.30**	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.
10.17**	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.
10.31**	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.
10.18**	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.
10.32**	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.
10.19**	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.
10.33**	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.

10.20**	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~~September 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~~September 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.

10.52**	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.

10.69**	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.

10.83**	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.
10.107**	Amendment to Convertible Promissory Note dated February 18, 2014, issued by the registrant in favor of Iconic Holdings, LLC in the amount of $220,000, with respect to a payment due on or before October 30, 2014, filed as Exhibit 10.107 to the registrant’s Form 8-K on March 10, 2015, Commission File Number 000-33053.
10.108**	Amendment to Convertible Promissory Note dated February 18, 2014, issued by the registrant in favor of Iconic Holdings, LLC in the amount of $220,000, with respect to a payment due on or before February 4, 2015, filed as Exhibit 10.108 to the registrant’s Form 8-K on March 10, 2015, Commission File Number 000-33053.
31.1*	Certification of Kerry Driscoll, 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 Kerry Driscoll, 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 Kerry Driscoll, 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 Kerry Driscoll, 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.

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.
10.107**	Amendment to Convertible Promissory Note dated February 18, 2014, issued by the registrant in favor of Iconic Holdings, LLC in the amount of $220,000, with respect to a payment due on or before October 30, 2014, filed as Exhibit 10.107 to the registrant’s Form 8-K on March 10, 2015, Commission File Number 000-33053.
10.108**	Amendment to Convertible Promissory Note dated February 18, 2014, issued by the registrant in favor of Iconic Holdings, LLC in the amount of $220,000, with respect to a payment due on or before February 4, 2015, filed as Exhibit 10.108 to the registrant’s Form 8-K on March 10, 2015, Commission File Number 000-33053.
31.1*	Certification of Kerry Driscoll, 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 Kerry Driscoll, 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 Kerry Driscoll, 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 Kerry Driscoll, 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.

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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. Date: November 425, 2015. By /s/ Kerry Driscoll Kerry Driscoll, Chief Executive Officer By /s/ Kerry Driscoll Kerry Driscoll, Chief Financial Officer and Principal Accounting Officer

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