SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

____________________________________________________

FORM 10-K

(Mark One)

[X]

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

For the fiscal year ended December 31, ~~2014~~2015.

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

For the transition period from _____________ to _________________.

Commission File No. 000-33053

MIND SOLUTIONS, Inc.
(Exact name of registrant as specified in its charter)
Nevada	0109-~~0719410~~1001626
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3525 Del Mar Heights Road, Suite 802 San Diego, California	92130
3755 Avocado Blvd Suite 108, La Mesa, California	91941
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code: (888) 461-3932
Securities registered under Section 12(b) of the Exchange Act:		None
Securities registered under Section 12(g) of the Exchange Act:		Common stock, par value $0.0001 per share
		(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

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

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

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]

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

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on ~~June~~August 3015th, ~~2014~~2016 (based on the closing sale price of $0.~~0017~~0013 per share of of the registrant’s common stock, as reported on the OTCQB operated by The OTC Markets Group, Inc. on that date) was approximately $1115,~~045,784~~493. ~~The stock price of $.0017 at June 30, 2014, takes into account a one for 2,000 reverse stock split on October 31, 2013.~~ Common stock held by each officer and director and by each person known to the registrant to own five percent or more of the outstanding common stock has been excluded in that those persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. At ~~March~~August 1015, ~~2015~~2016, the registrant had outstanding 188,~~748~~841,~~242,047~~082 shares of common stock, par value $0.001 per share.

Table of Contents

		Page
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	97
Item 1B.	Unresolved Staff Comments	97
Item 2.	Properties	97
Item 3.	Legal Proceedings	107
Item 4.	(Removed and Reserved)	108
PART II
Item 5.	Market for Common Equity and Related Stockholder Matters	109
Item 6.	Selected Financial Data	2624
Item 7.	Management’s Discussion and Analysis or Plan of Operations	2625
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	4129
Item 8.	Financial Statements	4129
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	4130
Item 9A.	Controls and Procedures	4230
Item 9AT.	Controls and Procedures	4230
Item 9B.	Other Information	4332
PART III
Item 10.	Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act	4432
Item 11.	Executive Compensation	4837
Item 12.	Security Ownership of Certain Beneficial Owners and Management	5139
Item 13.	Certain Relationships and Related Transactions	5240
Item 14.	Principal Accountant Fees and Services	5741
Item 15.	Exhibits, Financial Statement Schedules	5842

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

PART I

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

Item 1. Business.

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

MedStrong International Corporation was incorporated in the State of Delaware on May 19, 2000, as Medical Records by Net, Inc. On October 17, 2000, its name was changed to Lifelink Online, Inc. In January 2001, its name was changed to MedStrong Corporation. On March 9, 2001, the corporate name was changed to MedStrong International Corporation. On January 31, 2007, our name was changed to VOIS, Inc.4

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

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

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

4Upon the closing of the Merger, our sole officer and director resigned and simultaneously with the Merger, Kerry Driscoll was appointed our sole officer and director. Our business and operations became the business and operations of Mind Solutions, Inc., a Nevada corporation.

~~Upon~~On October 28, 2013, VOIS, Inc. changed the ~~closing~~state of ~~the~~incorporation ~~Merger~~of VOIS, Inc. from Florida to Nevada by means of a reverse merger with our ~~sole~~wholly-owned subsidiary, ~~officer~~Mind ~~and~~Solutions, ~~director~~Inc., ~~resigned~~a ~~and~~Nevada ~~simultaneously~~corporation. ~~with~~As ~~the~~a ~~Merger~~result, ~~Kerry~~we ~~Driscoll~~also ~~was~~adopted ~~appointed~~new ~~our~~articles ~~sole~~of ~~officer~~incorporation and ~~director.~~new ~~Our~~bylaws which will ~~business~~govern ~~and~~our corporate operations ~~are~~under ~~now~~Nevada ~~the~~law. ~~business~~Along ~~and~~with ~~operations~~the change of domicile, we changed our name to “Mind Solutions, Inc.~~, a Nevada corporation.~~”

On ~~October~~May 2831, ~~2013~~2016, ~~VOIS~~we entered into a Stock Purchase Agreement with GELI Holdings, Inc., ~~changed~~(hereinafter "GELI"), and Kerry Driscoll and Brent Fouch (collectively ~~the~~"Sellers") ~~state~~wherein Sellers conveyed certain shares of ~~incorporation~~our preferred stock and we issued certain shares of ~~VOIS,~~our ~~Inc.~~common along ~~from~~with ~~Florida~~two Promissory Notes to ~~Nevada~~GELI byand/or ~~means~~its designees in consideration of a$50,000.The ~~reverse~~foregoing ~~merger~~agreement ~~with~~contained ~~our~~additional covenants ~~wholly-owned~~and ~~subsidiary~~warranties by the parties thereto to perform certain acts, including but not limited to causing us to become current ~~Mind~~in ~~Solutions,~~our ~~Inc~~reporting with the SEC. After completion of the foregoing, aGELI ~~Nevada~~now ~~corporation~~owns voting control of us. AsOn aMay ~~result~~31, we2016, ~~also~~Ziyad Osachi ~~adopted~~was ~~new~~appointed ~~articles~~to our board of ~~incorporation~~directors. Thereafter, Kerry Driscoll resigned all of the positions he held with us as an officer and ~~new~~director ~~bylaws~~s ~~which~~a ~~will~~director. On the same date, Ziyad Osachi was appointed by our board of directors to replace ~~govern~~Kerry Driscoll as our ~~corporate~~president, ~~operations~~principal ~~under~~executive ~~Nevada~~officer, ~~law.~~secretary, ~~Along~~treasurer, ~~with~~principal financial officer and principal accounting officer. At the ~~change~~time of ~~domicile~~Mr. Driscoll's resignation as a director and when he was replaced as an officer, weMr. Driscoll ~~changed~~did ~~our~~not ~~name~~have any disagreements with us relating to ~~“Mind~~our ~~Solutions~~operations, policies or practices. The new management plans to ~~Inc~~carry on the existing operations of the Company with plans to introduce additional business models and revenue streams in the near future.”

Business Overview

~~Our~~The ~~Current~~registrant ~~Business.~~has ~~Mind~~developed ~~Solutions,~~three software ~~Inc.~~applications ~~develops~~which ~~systems~~are ~~for~~compatible with the Emotiv EEG headsets currently on the market. The registrant has recently developed and brought to market a Brain-Computer-Interface (BCI) ~~market~~called "NeuroSync", which ~~includes~~allows ~~state of~~ the ~~art~~user ~~micro~~to ~~electro~~operate ~~encephalograph,~~thought-controlled orapplications ~~EEG,~~on ~~wireless~~their ~~headset~~mobile ~~technology~~smart ~~and~~phone ~~software~~devices ~~applications~~as ~~designed~~well toas ~~operate~~on ~~with~~traditional ~~thought~~PC ~~controlled technologies~~computers. ~~Our~~This ~~software development~~BCI isreceives ~~currently~~electrical ~~compatible~~impulses from ~~with~~ the ~~Emotiv~~brain ~~EEG~~and ~~headset,~~allows ~~allowing~~ the user to control ~~any~~actions ~~action~~ on their smart phones and PC computers through the power of ~~their mind~~thought. WeThe technology ~~have~~involves ~~three~~the ~~completed~~use ~~software~~of ~~applications~~a onwireless ~~the~~headset, ~~market~~ which ~~operate~~detects brainwaves on both the ~~Emotiv~~conscious ~~platform.~~and Wenon-conscious ~~are~~level. ~~working~~This torevolutionary ~~provide~~neural ~~applications~~processing ~~for~~technology ~~the~~makes ~~mobile~~it ~~market,~~possible ~~utilizing~~for ancomputers ~~open~~to ~~architecture~~interact ~~platform,~~directly ~~allowing~~with ~~outside~~the ~~developers~~human tobrain. ~~create~~The ~~thought-controlled~~Company ~~applications,~~sells ~~which~~their ~~can~~recently bedeveloped ~~submitted~~BCI todevice ~~Mind~~and ~~Solutions~~software ~~for~~online ~~review.~~through ~~Once~~the ~~approved,~~Company's wewebsite ~~plan~~as towell ~~offer~~as ~~our~~other ~~products~~online ~~for sale on an~~platforms ~~App~~such ~~Store~~as ~~in the near future~~Amazon.com.

Mind Solutions is working with a design and manufacturing company in Southern California, which owns a manufacturing plant in China to develop our proprietary EEG headset and bring it to market. This BCI headset will allow users to operate thought-controlled applications on their mobile phone devices as well as on traditional PC computers. hawse have received working prototypes of the EEG headset, which have been successfully tested and moving into the manufacturing phase.5

~~With~~If ~~the~~market ~~use~~conditions ofand aour ~~wireless headset that~~financial ~~detects~~circumstances ~~and~~allow, ~~processes~~we ~~real~~anticipate ~~time~~that ~~brain~~we ~~activity~~may ~~patterns~~develop ~~(small~~thought-controlled ~~voltage~~applications ~~changes~~to incommunicate ~~the~~with ~~brain~~our ~~caused~~developed byEEG ~~the firing of neurons)~~headset and, ~~the user~~if ~~may~~we beare ~~able~~successful toin ~~control~~these ~~any~~efforts, ~~machine~~we ~~with~~may ~~the~~add ~~power~~additional ofsoftware ~~his~~applications ~~mind~~thereafter. ~~The~~If ~~sensors~~these ~~detect~~efforts ~~thoughts,~~are ~~feelings~~successful, we ~~and~~may ~~expressions~~initiate ~~and initiates~~one ~~commands~~or ~~produced~~more bymobile ~~the~~device ~~software~~applications, weor ~~have~~APP ~~developed~~store, ~~based~~which onwill ~~research~~be ~~into~~designed ~~the~~to ~~human~~allow ~~brain~~outside –developers ~~the~~to ~~central control~~participate ~~center~~in ~~for~~a ~~all~~revenue ~~our~~sharing ~~interactions~~program ~~and~~for ~~experiences.~~the ~~Using non~~thought-~~invasive~~controlled ~~electroencephalography~~applications ~~(EEG),~~they ~~it is possible to observe each person’s individual electrical brain activity~~develop.

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

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

~~Software.~~Our ~~Currently~~current ~~we have developed three thought-controlled~~ software ~~applications,~~products ~~Mind Mouse, Master Mind, and Think Tac Toe, which~~ are ~~currently available to consumers. These completed applications have been tested by our Scientific Advisory Board~~ as ~~well focus groups, including~~ persons with disabilities such as amyotrophic lateral sclerosis, or ALS, which is also known as Lou Gehrig’s disease. The applications have all passed beta testing and are ready for commercialization to the public. The three completed applications are sold online, direct to consumers and delivered via email as a download for their PC. Mind Mouse and Master Mind are currently sold at $99, while the basic application of Think Tac Toe is sold for $49. These applications are available for purchase as a software download through our Internet website at www.mindsolutionscorp.com.follows:

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

~~· Mind Mouse~~Think-Tac-Toe. ~~This~~The thought-controlled ~~software~~version ~~application~~of istic-tac-toe, ~~designed~~allows ~~to allow~~ the user to ~~navigate~~play against the computer, ~~click~~using ~~and~~the ~~double~~power ~~click~~of his mind. The game provides the use of a gyroscope to ~~open~~move ~~programs~~right, ~~compose~~left, ~~email~~up ~~and~~or ~~send~~down. ~~with~~Once the ~~power~~desired ofsquare ~~his~~is ~~mind~~selected, the user concentrates to place an “X” or “O” in the respective box. The ~~application~~game can be ~~used~~played entirely by ~~anyone~~cognitive thought, ~~but~~by wethinking ~~believe~~Right itor isLeft ~~especially~~or ~~beneficial~~can utilize the gyroscope to ~~people~~move ~~with~~from ~~disabilities~~square ~~who~~to square. Hardware. Currently we have ~~communication~~developed ~~problems~~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.

5Intellectual Property

~~· Master Mind~~Trademarks. This thought-controlled software application is designed to allow the user to play existing PC games which are on the market with the power of his mind. Rather than using a traditional keyboard, mouse or hand-held controller, the player controls the characters with his thoughts through the use of a wireless headset that reads the player’s brainwaves. The ~~user~~Company ~~maps~~has ~~specific~~trademarked ~~thoughts to create commands, which are received via a Bluetooth wireless USB. Those commands cause~~ the ~~characters~~name “NeuroSync” tofor ~~run,~~its ~~shoot,~~EEG ~~jump~~BCI ~~or any other action used in the game~~device.

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

·Our ~~Hardware.~~markets ~~Our~~are ~~Micro~~characterized ~~EEG~~by ~~headset~~rapid technological ischanges, ~~currently~~frequent innew ~~the~~product ~~development~~introductions ~~phase~~and ~~with~~enhancements, ~~completed~~uncertain product life cycles, ~~functioning~~changes ~~prototypes~~in ~~delivered~~customer requirements, and ~~tested~~evolving industry standards. The ~~prototypes~~introduction ~~have~~of ~~been~~new ~~tested~~products ~~positively~~embodying onnew ~~Apple~~technologies ~~Iphones,~~and PCthe ~~computers,~~emergence of new industry standards could render our existing products obsolete. Our future success will depend upon our ability to continue to develop and ~~Mac~~introduce ~~computers~~a variety of new products and ~~has~~product ~~received~~enhancements to address the ~~communication~~increasingly ~~and~~sophisticated ~~results~~needs of our ~~Scientific~~customers. ~~Advisory~~We ~~Board~~may ~~was~~experience ~~expecting~~delays in releasing new products and product enhancements in the future. ~~The~~Material ~~prototypes~~delays ~~have~~in ~~also~~introducing new ~~been~~products ~~tested~~or ~~anatomically~~product onenhancements ~~several~~may ~~subjects~~cause ~~and~~customers ~~has~~to ~~received~~forego ~~the~~purchases ~~brain~~of ~~signals~~our products and ~~electrical~~purchase ~~impulses~~those weof ~~were~~our ~~seeking~~competitors.

~~Our~~We ~~Micro~~May ~~EEG~~Be ~~headset~~Unable ~~is designed~~ to beEnforce ~~the smallest,~~or ~~lightest~~Defend ~~BCI device on the market.~~ Our ~~goal~~Ownership ~~has been to create a user-friendly BCI that uses dry sensors in a way that they do not stand out when worn~~ and ~~produce reliable, consistent results. While there are many uncertainties and variables beyond~~Use ~~our control in developing new products, if our market circumstances allow and provided that we can obtain sufficient amount~~ of ~~additional~~ ~~financing,~~Proprietary ~~we may release the headset in the near future.~~Technology

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

~~Patents.~~We Oncould ~~August~~be 1,subject ~~2012,~~to ~~Dr.~~claims that we ~~Gordon~~have ~~Chiu,~~infringed ~~our~~the ~~chief~~intellectual ~~scientific~~property ~~adviser~~rights of others. In addition, ~~filed~~we anmay ~~International~~be ~~Patent~~required ~~Application~~to ~~No.~~indemnify ~~PCT/US2012/049135.~~our ~~Generally,~~customers ~~the~~for ~~proprietary~~similar ~~technology~~claims ~~consists~~made ofagainst athem. ~~“Portable~~Any ~~Brain~~claims ~~Activity~~against ~~Monitor.”~~us Ascould ofrequire ~~the~~us ~~date~~to ofspend ~~this~~significant ~~report~~time and money in litigation, wepay ~~have~~damages, develop ~~yet~~new intellectual property or acquire licenses to ~~receive~~intellectual ~~an initial~~properties ~~office~~that ~~action~~are inthe ~~this~~subject ~~case~~of the infringement claims. These Welicenses, ~~are~~if ~~currently~~required, ~~working~~may not be available on anacceptable ~~additional~~terms. ~~embodiment~~As ~~for~~a ~~this~~result, ~~invention.~~intellectual Itproperty ~~appears~~claims ~~that~~against ~~these~~us could ~~additions~~have ~~may~~a ~~require~~material ~~the~~adverse ~~filing~~effect ofon aour ~~continuation-in-part~~business, ~~application~~operating results, and financial condition.

ASeasonality ~~patent application does not in and~~ of ~~itself~~Our ~~grant exclusive rights. A patent application must be reviewed by the Patent Office of each relevant country prior to issuing as a patent and granting exclusive rights.~~Business

OnWe ~~February~~do ~~12,~~not ~~2011,~~anticipate ~~Mind~~that ~~Technologies, Inc., one of~~ our ~~predecessors, and Dr. Gordon Chiu, our chief science advisor, granted us a license to use the technology covered~~business bywill his patent application. Through the series of mergers described in this report, Mind Solutions acquired the license granted to Mind Technologies, Inc. For the period, that Mind Technologies, 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.~~affected ~~The agreement provided that Dr. Chiu will receive a non-refundable, non-dilutable cash royalty payment equal to 20 percent of the gross proceeds received~~ by ~~Mind~~seasonal ~~Solutions from the use of the covered technology~~factors. InThe ~~addition,~~only ~~Brent~~expected ~~Fouch,~~impact ~~the~~would ~~former~~be ~~president~~increased ofretail ~~Mind~~sales ~~Technologies, and one~~ of our ~~advisors,~~software ~~will~~applications ~~receive a non-refundable, non-dilutable cash royalty payment equal to five percent of the gross proceeds~~during ~~received by Mind Solutions from~~ the ~~use~~Christmas ~~of the covered technology~~season. ~~See “Item 13. Certain Relationships and Related Transactions and Director Independence – Royalty Agreement.”~~

~~Trademarks.~~Impact Weof ~~do not have any trademarks.~~Inflation

~~Rapid~~We ~~Technological~~are ~~Change~~affected ~~Could~~by ~~Render~~inflation ~~Our~~along ~~Products~~with the ~~Obsolete~~rest of the economy. Specifically, our costs to complete the EEG headset (currently under development) could rise if specific components needed see a rise in cost.

6Suppliers

Our ~~markets~~three ~~are~~software ~~characterized~~applications ~~by rapid~~are ~~technological~~already ~~changes,~~complete ~~frequent new product introductions~~ and ~~enhancements,~~for ~~uncertain~~sale ~~product life cycles~~online, ~~changes~~therefore inthere ~~customer requirements,~~are ~~and~~no ~~evolving~~supplier ~~industry standards~~issues. ~~The~~Our ~~introduction~~EEG ofheadset ~~new~~has ~~products~~been ~~embodying~~produced ~~new~~by ~~technologies~~a ~~and~~company ~~the emergence of~~based ~~new~~in ~~industry~~Southern ~~standards~~California ~~could~~with ~~render~~manufacturing ~~our~~plants ~~existing~~in ~~products~~Hong ~~obsolete~~Kong. ~~Our~~We ~~future~~intend ~~success will depend upon our ability~~ to continue to ~~develop~~with ~~and~~them ~~introduce~~due ~~a variety of new products and product enhancements~~ to ~~address~~ the ~~increasingly~~cost ~~sophisticated~~savings ~~needs~~with ofmanufacturing ~~our customers~~overseas. WeIn ~~may~~the ~~experience~~event ~~delays~~of ina ~~releasing~~supply ~~new~~problem, ~~products~~we ~~and~~have ~~product~~several ~~enhancements~~back up companies in the ~~future~~U.S. ~~Material~~such ~~delays~~as inRaytheon ~~introducing new~~and ~~products~~others orthat ~~product~~could easily ~~enhancements~~supply ~~may cause customers to forego purchases of~~ our ~~products and purchase those of our competitors~~needs.

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

Our success depends to a significant degree upon our proprietary technology. Companies in the software industry have experienced substantial litigation regarding intellectual property. We rely on a combination of patents, trade secrets, copyright law, contractual restrictions, and passwords to protect our proprietary technology. However, these measures provide only limited protection, and we may not be able to detect unauthorized use or take appropriate steps to enforce our intellectual property rights, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. Any litigation to enforce our intellectual property rights would be expensive and time consuming, would divert management resources, and may not be adequate to protect our business.6

WeCurrently, ~~could~~there beare ~~subject~~two tolarge ~~claims~~companies of ~~that~~any ~~we have~~significance ~~infringed~~in the ~~intellectual~~BCI ~~property~~market. ~~rights~~They ofare ~~others.~~Emotiv Inand ~~addition,~~Neurosky. weEmotiv ~~may~~provides bethe ~~required~~more tocomplex ~~indemnify~~EEG ~~our~~headset ~~customers~~on ~~for~~the ~~similar~~market, ~~claims~~which ~~made~~has ~~against~~12 ~~them.~~wet ~~Any~~sensors ~~claims~~and ~~against~~provides usthe ~~could~~most ~~require~~capabilities. usIn toour ~~spend~~discussions ~~significant~~with ~~time~~Emotiv, ~~and~~its ~~money~~management inhave ~~litigation,~~stated ~~pay~~that ~~damages,~~it ~~develop~~has ~~new~~sold ~~intellectual~~in ~~property~~excess orof ~~acquire~~200,000 ~~licenses~~headsets. toNeurosky ~~intellectual~~is ~~properties~~another ~~that~~leader ~~are~~in the ~~subject~~field ofand ~~the~~has ~~infringement~~a ~~claims. These~~simplified ~~licenses,~~EEG ifheadset ~~required,~~on ~~may~~the ~~not~~market with beonly ~~available~~one onto ~~acceptable~~two ~~terms~~sensors. AsIt ahas ~~result,~~been ~~intellectual~~used ~~property~~to ~~claims~~create ~~against~~popular ustoys ~~could~~such as “Star Wars Force Trainer,” whereby the ~~have~~user aconcentrates ~~material~~to ~~adverse~~elevate ~~effect~~a onping ~~our~~pong ~~business,~~ball ~~operating~~through ~~results,~~a ~~and~~maze ~~financial~~using ~~condition~~only his mind.

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

WeSales doand ~~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.~~Marketing

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

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

7The only government regulations that we are aware of are the shipping and customs regulations for our products coming from Hong Kong. Once the final product is complete and we place the initial order for shipment, we will need to adhere to normal customs and shipping regulations.

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

Our ~~three~~future ~~software~~financial ~~applications~~success ~~are already~~depends ~~complete~~to ~~and~~a ~~for~~large ~~sale~~degree ~~online,~~upon ~~therefore~~the ~~there~~personal ~~are~~efforts noof ~~supplier~~our ~~issues~~key personnel. ~~Our~~ZiyadOsachi ~~EEG~~our ~~headset~~chief ~~prototype~~executive ~~has~~officer, ~~been~~president, ~~produced~~and bychief financial aofficer, ~~company out~~and ofhis ~~Hong~~intended ~~Kong~~designees ~~and~~will weplay ~~intend~~the tomajor ~~stay~~roles ~~with~~in ~~them~~securing ~~through~~the ~~completion,~~services ~~due~~of those persons deemed capable to ~~the~~develop ~~cost~~and ~~savings~~execute ~~with~~upon ~~manufacturing~~our ~~overseas~~business strategy. InWhile ~~the event~~we ofintend ato ~~supply~~employ ~~problem~~additional executive, wedevelopment, ~~have~~and ~~several~~technical personnel ~~back~~in uporder ~~companies~~to inminimize the ~~U.S.~~critical ~~such~~dependency asupon ~~Raytheon~~any ~~and~~one ~~others~~person, ~~that~~we ~~could~~may ~~easily~~not ~~supply~~be ~~our~~successful in attracting and retaining ~~needs~~the persons needed.

~~Competition~~Adequacy of Working Capital for Mind Solutions

~~Currently,~~We ~~there~~will ~~are~~apply ~~two~~great ~~large~~efforts ~~companies~~to raise ofthough ~~any~~equity ~~significance~~or indebt ~~the~~offerings ~~BCI~~what ~~market.~~we ~~They~~feel ~~are~~is ~~Emotiv~~sufficient ~~and~~working ~~Neurosky.~~capital ~~Emotiv~~for ~~provides the more complex EEG headset on the market, which has 12 wet sensors and provides the most capabilities. In~~ our ~~discussions~~intended ~~with~~business ~~Emotiv,~~plan ~~its~~by ~~management~~various ~~have stated that it has sold in excess of 200,000 headsets~~means. ~~Neurosky is another leader in the field and has a simplified EEG headset on the market~~If ~~with~~we ~~only~~are ~~one~~not toable ~~two sensors. It has been used~~ to ~~create~~raise ~~popular~~additional ~~toys~~capital, ~~such~~we aswould ~~“Star~~not ~~Wars~~be ~~Force~~able ~~Trainer,” whereby the user concentrates~~ to ~~elevate~~continue aoperations ~~ping~~and ~~pong~~our ~~ball~~business ~~through~~may ~~a maze using only his mind~~fail.

~~Both~~The ~~Emotiv~~Financial ~~and~~Results ~~Neurosky are larger, better financed and have greater market exposure than we do. Consequently, in order~~ for Mind Solutions toMay beBe ~~successful in its~~Affected ~~intended~~by ~~operations,~~Factors itOutside ~~must~~of beOur ~~able to compete effectively against its competitors. If Mind Solutions cannot effectively compete for whatever reason, we will not be successful.~~Control

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

Mind Solutions currently sells its three thought-controlled software applications via the Internet through our website at www.mindsolutionscorp.com. Consumers can also purchase the Emotiv EEG headset through the website, which is required to operate our software. We are an approved reseller of the Emotiv headset and sell the device at retail cost to consumers without a profit margin. Mind Solutions intends to launch a robust marketing campaign to increase sales once our proprietary EEG headset is complete and our existing software applications are made compatible with the device. At this point, we expect increased sales of the software and proprietary EEG headset with solid profit margins. The planned marketing campaign is expected to utilize Internet, print and television marketing, with a public relations firm assisting with media placement and interviews. We also expect to attend industry tradeshows such as the Consumer Electronics Show held every year in Las Vegas, Nevada.Employees

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

~~The~~From ~~only~~time-to-time, ~~government~~we ~~regulations~~anticipate that we ~~are~~will ~~aware~~use the services of ~~are~~additional ~~the~~independent ~~shipping~~contractors and ~~customs~~consultants ~~regulations~~to ~~for~~support our ~~products~~business ~~coming from Hong Kong~~development. ~~Once~~We ~~the~~believe our ~~final~~future ~~product~~success isdepends ~~complete and~~in welarge ~~place~~part upon the ~~initial~~continued ~~order~~service ~~for~~of ~~shipment,~~our wesenior ~~will~~management ~~need~~personnel toand ~~adhere~~our ability to ~~normal~~attract and ~~customs~~retain ~~and~~highly ~~shipping~~qualified ~~regulations~~managerial personnel.

~~Key~~Company ~~Personnel~~Contact ~~of Mind Solutions~~Information

Our ~~future~~principal ~~financial~~executive ~~success~~offices ~~depends~~are tolocated aat ~~large~~3755 ~~degree~~Avocado ~~upon~~Blvd ~~the~~Suite ~~personal efforts of our key personnel. Kerry Driscoll~~108, ~~our~~La ~~chief executive officer~~Mesa, ~~president,~~California ~~and chief financial officer~~91941, ~~and~~telephone ~~his~~(858) ~~intended~~880-7787. ~~designees~~Our ~~will~~email ~~play~~address ~~the~~is ~~major roles in securing the services of those persons deemed capable~~contact@mindsolutionscorp.com. toThe ~~develop~~Mind ~~and~~Solutions ~~execute~~Internet ~~upon~~website ~~our~~is ~~business~~located ~~strategy.~~at ~~We currently have a Scientific Advisory Board spearheaded by Dr, Gordon Chiu and Joe Abrams~~www.mindsolutionscorp.com. ~~While~~The weinformation ~~intend~~contained ~~to employ additional executive, development, and technical personnel~~ in ~~order~~our towebsite ~~minimize~~shall ~~the critical~~not ~~dependency~~constitute ~~upon~~part ~~any~~of ~~one~~this ~~person, we may not be successful in attracting and retaining the persons needed~~report.

WeItem currently have a one year Consulting Agreement with our chief executive officer, Kerry Driscoll, executed on December 25, 2013, whereby we issued 120,000,000 shares of our common stock for executive consulting services to be provided over a one year term from the date of the agreement1A. ~~See~~Risk ~~“Item 13~~Factors. ~~Certain Relationships and Related Transactions and Director Independence – Consulting Agreement.”~~

8Not applicable.

~~Adequacy~~Item1B. ofUnresolved ~~Working~~Staff ~~Capital for Mind Solutions~~Comments.

~~We will apply great efforts to raise though equity or debt offerings what we feel is sufficient working capital for our intended business plan by various means~~None. ~~If we are not able to raise additional capital, we would not be able to continue operations and our business may fail.~~

~~The~~Item ~~Financial~~2. ~~Results for Mind Solutions May Be Affected by Factors Outside of Our Control~~Properties.

~~Our~~The ~~future~~principal ~~operating~~executive ~~results~~offices ~~may vary significantly from quarter to quarter due to a variety~~ of ~~factors,~~Mind ~~many~~Solutions ~~of which~~ are ~~outside~~located at ~~our~~3755 ~~control.~~Avocado ~~Our~~Blvd ~~anticipated~~Suite ~~expense levels are based~~108, inLa ~~part~~Mesa, onCalifornia ~~our estimates of future revenues and may vary from projections~~91941. We ~~may~~have bebeen ~~unable~~provided tooffice ~~adjust~~space ~~spending rapidly~~by ~~enough~~our tochief ~~compensate~~executive ~~for any unexpected revenues shortfall. Accordingly~~officer, ~~any significant shortfall in revenues in relation~~ ~~to our planned expenditures would materially and adversely affect our business~~ZiyadOsachi, ~~operating~~at ~~results,~~no ~~and financial condition~~cost. ~~Further, we~~Management ~~believe~~has determined that ~~period-to-period~~such ~~comparisons~~cost ofis ~~our~~nominal ~~operating~~and ~~results~~did ~~are~~ not ~~necessarily~~recognize athe ~~meaningful~~rent ~~indication~~expense ofin ~~future~~its ~~performance~~financial statements.

~~Employees~~Item 3. Legal Proceedings.

AsOn ofApril ~~the~~30, ~~date of this report~~2008, we ~~do not~~filed ~~have~~a ~~any~~complaint against ~~employees.~~two ~~Kerry~~former ~~Driscoll,~~members of our ~~chief~~board ~~executive~~of ~~officer,~~directors ~~president,~~alleging ~~and~~breach ~~chief~~of ~~financial~~fiduciary ~~officer~~duty, iswaste ~~working~~of ~~for~~corporate ~~us as~~assets anand ~~independent~~unjust ~~contractor~~enrichment. The complaint, ~~pursuant~~styled toVOIS ~~a consulting agreement~~Inc., ~~See~~Plaintiff, ~~““Item 13~~vs. ~~Certain~~Edward ~~Relationships~~Spindel and ~~Related Transactions~~Michael ~~and~~Spindel, ~~Director~~Defendants, ~~Independence~~Case ~~– Consulting Agreements~~No.” ~~All~~CA012201XXXXMB, in ~~other~~the ~~persons~~Circuit ~~working~~Court for ~~Mind~~the ~~Solutions~~15th ~~are~~Judicial ~~also independent~~District ~~contractors.~~in Weand ~~plan~~for toPalm ~~save~~Beach ~~costs~~County, byFlorida, ~~keeping~~alleges ~~the~~that ~~software~~during ~~development~~2002 and ~~EEG~~2003 ~~hardware~~while Mind ~~development~~Solutions, ~~with~~which ~~our~~at ~~independent contractors.~~that ~~Dr.~~time ~~Gordon~~was ~~Chiu,~~known ~~our~~as ~~chief~~Medstrong ~~scientific advisor~~International, ~~will~~was beunder ~~considered~~significant tofinancial ~~become~~distress anthe ~~employee~~defendants caused asus ~~well~~to asissue ademand ~~full~~promissory ~~time~~notes ~~technical support~~charging ~~manager~~excessive ~~once~~and/or ~~the~~usurious ~~EEG~~interest ~~headset~~rates iswith ~~complete~~the ~~and~~knowledge ~~funding~~that iswe ~~available.~~would be Weunable ~~anticipate~~to ~~adding~~repay upthe tonotes ~~two~~upon ~~additional~~any ~~employees in~~demand. ~~the~~The ~~next~~defendants, 12who ~~months.~~are Webrothers, dowere ~~not~~members ~~feel~~of ~~that~~the weMedstrong ~~would~~International ~~have~~board of ~~any~~directors ~~difficulty~~until intheir ~~locating~~resignations ~~needed~~in ~~staff~~April 2006.

~~From~~The ~~time-to-time,~~complaint wefurther ~~anticipate~~alleges that ~~we will use~~ the ~~services~~defendants ofengaged ~~additional~~in ~~independent~~a ~~contractors~~repeated ~~and~~systematic ~~consultants~~scheme to ~~support~~defraud our ~~business~~company ~~development.~~by Wecontinuing ~~believe our~~to ~~future~~restructure ~~success~~the ~~depends~~promissory innotes while ~~large~~they ~~part~~were ~~upon~~members of the ~~continued~~prior ~~service~~board of ~~our~~directors ~~senior~~at ~~management~~such ~~personnel~~excessive and ~~our~~usurious ~~ability~~interest torates ~~attract~~that the defendants violated their fiduciary duties and ~~retain~~responsibilities ~~highly~~and ~~qualified~~approved ~~managerial~~debt ~~personnel~~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.

~~Company~~On ~~Contact~~June ~~Information~~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.

Our principal executive offices are located at 3525 Del Mar Heights Road, Suite 802, San Diego, California 92130, telephone (888) 461-3932, and fax (562) 252-8711. Our email address is contact@mindsolutionscorp.com. The Mind Solutions Internet website is located at www.mindsolutionscorp.com. The information contained in our website shall not constitute part of this report.7

~~Item~~The 1Adefendants did not file a counterclaim at that time. ~~Risk~~ On ~~Factors~~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.

~~Not~~On ~~applicable~~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.

~~Item~~On July 19, 2010, the counter–plaintiffs, 1BEdward and Michael Spindel filed a motion for summary judgment. ~~Unresolved~~ ~~Staff~~We ~~Comments~~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.

~~None~~On December 6, 2010, we filed an appeal to the judgment.

~~Item~~On 2July 13, 2011, the United States Court of Appeals for the Eleventh Circuit issued an opinion in favor of VOIS, Inc. ~~Properties~~ 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.

~~The~~Mind ~~principal~~Solutions ~~executive~~had ~~offices~~two outstanding notes due to Edward Spindel and Michael Spindel in the aggregate amount of ~~Mind~~$145,000. The notes were unsecured and accrue interest and ~~Solutions~~penalty of 15% inasmuch as they are ~~located~~past atdue. ~~3525~~Messrs. ~~Del~~Spindels ~~Mar~~filed ~~Heights~~a ~~Road~~lawsuit styled Edward Spindel and Michael Spindel, ~~Suite~~Counter-Plaintiffs, vs. ~~802~~VOIS, ~~San~~Inc. ~~Diego~~F/K/AMedstrong International Corp., ~~California~~Counter-Defendant, ~~92130~~in the United States District Court for the Southern District of Florida, West Palm Beach Division, Case No. We08-80689-CIV-Ryskamp/Hopkins. ~~have~~On ~~been~~November ~~provided~~16, ~~office~~2012, ~~space~~judgment was entered byagainst ~~our~~VOIS ~~chief~~in ~~executive~~favor ~~officer~~of Edward Spindel against VOIS in the amount of $188,942.47 ~~Kerry~~and ~~Driscoll~~in favor of Michael Spindel against VOIS in the amount of $99,527.41, attogether nowith ~~cost~~post-judgment interest as provided by law. ~~Management~~Messrs. ~~has~~Spindels ~~determined~~have ~~that~~sought ~~such~~to ~~cost~~garnish the isbank ~~nominal~~accounts of Mind Solutions to recover on the judgment and ~~did~~as ~~not~~of ~~recognize~~ the ~~rent~~date ~~expense~~of this report, the two garnishments have netted $30,771 in ~~its~~favor ~~financial~~of ~~statements~~Messrs. Spindels. At March 31, 2015, total principal, accrued interest and penalty pertaining to the outstanding $145,000 in notes payable is $432,274.

9We were a defendant in two actions, each entitled 951 Yamato Acquisition Company, LLC vs. VOIS, Inc. both as filed in December 2009 the Circuit Court of the 15th Judicial Circuit in and for Palm Beach County, Florida under case numbers 502010CA040121XXXXMB and 502010CC19027XXXXBBRS, which are related to the lease agreements for our former office space. A combined summary judgment was entered in April 2010 against VOIS in the amount of $106,231. At December 31, 2015, our liabilities as reported in our financial statements contained elsewhere in this report reflect the principal amount of the judgment together with $138,103 in accrued interest.

~~Item~~Mind 3Solutions 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. ~~Legal~~ Management ~~Proceedings~~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.

~~Mind~~Item ~~Solutions is not engaged in any litigation at the present time, and management is unaware of any claims or complaints that could result in future litigation~~4. ~~Management will~~Risk ~~seek to minimize disputes with our customers but recognizes the inevitability of legal action in today’s business environment as an unfortunate price of conducting business.~~Factors

~~Item~~Not 4applicable. ~~(Removed and Reserved).~~

~~Not applicable.~~8

PART II

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

The following table sets forth, ~~taking into consideration~~ the ~~one for 2,000 reverse split of our common stock which occurred on October 31, 2013, the~~ high and low bid prices for our common stock on the OTCQB as reported by various market makers. The quotations do not reflect adjustments for retail mark-ups, mark-downs, or commissions and may not necessarily reflect actual transactions.

		~~High~~	~~Low~~	High		Low
Fiscal 2013 Quarter Ended:
	Fiscal 2014 Quarter Ended:
March 31, 2013		$0.022	$0.018
	March 31, 2014			$	0.008	$	0.0015
June 30, 2013		$0.003	$0.002
	June 30, 2014			$	0.004	$	0.0016
September 30, 2013		$0.0014	$0.0002
	September 30, 2014			$	0.008	$	0.0001
December 31, 2013 (1)		$0.40	$0.0014
	December 31, 2014			$	0.0042	$	0.0015
Fiscal 2014 Quarter Ended:
	Fiscal 2015 Quarter Ended:
March 31, 2014 (1)		$0.008	$0.0015
	March 31, 2015			$	0.0015	$	0.0055
June 30, 2014 (1)		$0.004	$0.0016
	June 30, 2015			$	0.001	$	0.0022
September 30, 2014 (1)		$0.008	$0.0001
	September 30, 2015			$	0.001	$	0.0014
December 31, 2014 (1)		$0.0042	$0.0015
	December 31, 2015			$	0.001	$	0.0001

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

~~(1) This price takes into account the one for 2,000 reverse split which occurred on October 31, 2013.~~Dividends

AsWe ofhave ~~March~~not ~~10,~~paid ~~2015,~~or wedeclared ~~had~~any dividends ~~1,748,242,047~~on ~~shares of~~ our common stock, ~~outstanding.~~nor ~~Our~~do ~~shares~~we ofanticipate ~~common~~paying ~~stock~~any ~~are~~cash ~~held~~dividends byor ~~approximately~~other ~~538~~distributions ~~stockholders of~~on ~~record.~~our ~~The~~common ~~number~~stock ofin ~~record holders was determined from~~ the ~~records~~foreseeable future. ofAny ~~our~~future ~~transfer~~dividends ~~agent~~will ~~and~~be ~~does~~declared ~~not~~at ~~include~~the ~~beneficial owners~~discretion of our ~~common~~board ~~stock whose shares are held in the names~~ of ~~various~~directors ~~securities~~and ~~brokers,~~will ~~dealers~~depend, ~~and~~among ~~registered~~other ~~clearing~~things, ~~agencies.~~on ~~In addition to~~ our ~~authorized common stock~~earnings, ~~Mind~~if ~~Solutions is authorized to issue 10~~any,~~000,000~~ ~~shares~~our offinancial ~~preferred stock,~~requirements ~~par~~for ~~value~~future ~~$0.001~~operations ~~per~~and ~~share~~growth, ofand ~~which~~other ~~10,000,000~~facts ~~shares~~as ~~are~~our ~~issued~~board orof ~~outstanding. Consequently, there is no trading~~directors ~~market~~may ~~for~~then ~~the~~deem ~~shares of our preferred stock~~appropriate.

~~Dividends~~Securities Authorized for Issuance under Equity Compensation Plans

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

10Since January 1, 2014, we have taken the following actions:

~~Securities Authorized for Issuance under Equity Compensation Plans~~9

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

~~Since~~Issuance ~~January~~of 1,Equity ~~2013,~~Compensation wePlan ~~have taken the following actions:~~Shares

·Since OnJanuary ~~March 13~~1, ~~2013~~2014, we ~~filed~~have ~~with~~ issued the ~~SEC~~following ~~a Post-Effective Amendment to our Registration Statement on Form S-8 in order to increase the number of~~ shares offor ~~our~~services common stock issuable on a registered basis pursuant to stock options and other equity-based compensation awards that may be granted under our 2009 Equity Compensation Plan. The number of shares covered by this plan was increased by 50,000,000 to 100,000,000 shares.rendered

·Pursuant Onto ~~September 9, 2013, we filed with the SEC~~ a ~~Post-Effective~~Consulting ~~Amendment~~Agreement todated ~~our~~January ~~Registration~~2, ~~Statement~~2014, on ~~Form~~January ~~S-8~~31, in2014, ~~order~~we toissued ~~increase~~10,000,000 ~~the~~post ~~number~~reverse-split of shares of our common stock ~~issuable on a registered basis pursuant~~ to ~~stock~~Brent ~~options~~Fouch, ~~and~~which ~~other~~shares ~~equity-based~~had ~~compensation~~been ~~awards~~registered ~~that~~pursuant ~~may~~to ~~be granted under~~ our ~~2009~~Registration ~~Equity~~Statement ~~Compensation~~on ~~Plan.~~Form ~~The~~S-8 ~~number~~filed ofwith ~~shares~~the ~~covered~~SEC byon ~~this~~January ~~plan was increased by 185~~28,~~000,000~~ ~~to 285,000,000 shares~~2014.

· On ~~January~~March 2831, 2014, we ~~filed~~issued ~~with~~5,000 ~~the~~post ~~SEC~~reverse-split ashares ~~Registration~~to ~~Statement~~Noah onFouch ~~Form~~for ~~S-8~~consulting ~~which covers 25~~services,~~000,000~~ which shares ofhad ~~our~~been ~~common~~registered ~~stock~~pursuant ~~available~~to ~~for~~our ~~issuance~~Registration ~~pursuant~~Statement toon ~~awards~~Form ~~under~~S-8 ~~our~~filed ~~2014~~January ~~Equity~~28, ~~Compensation Plan~~2014.

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

~~Since~~Pursuant ~~January~~to 1a Consulting Agreement dated August 20, ~~2013~~2014, weon ~~have~~August ~~issued the~~28, ~~following~~2014, ~~shares~~we ~~for~~issued ~~services~~30,000,000 ~~rendered~~post ~~(all~~reverse-split shares of our common stock ~~which were issued have been adjusted~~ to ~~take~~Brent ~~into~~Fouch, ~~account the~~which ~~one~~shares ~~for~~had ~~2,000~~been ~~reverse~~registered ~~split~~pursuant ofto ~~the~~our ~~shares~~Registration ofStatement ~~our~~on ~~common~~Form ~~stock~~S-8 ~~which~~filed ~~occurred~~January on28, ~~October 31~~2014, ~~2013):~~with the SEC.

· Pursuant to a Consulting Agreement dated ~~January~~September 302, ~~2013~~2014, on ~~February~~September 630, ~~2013~~2014, we issued 530,000,000 post reverse-split shares of our common stock to ~~Brent~~Noah Fouch, which shares had been registered pursuant to our Registration Statement on Form S-8 filed ~~June~~January 1128, ~~2009~~2014, with the SEC ~~and a subsequent Post-Effective Amendment to Form S-8 filed with the SEC on December 3, 2012~~.

·Recent OnSales ~~February 8, 2013, we issued 5,000 post reverse-split shares~~ of ~~our~~Unregistered common stock to Mark Lucky for his consulting services rendered during the reverse merger with VOIS, which shares had been registered pursuant to our Registration Statement on Form S-8 filed June 11, 2009, with the SEC and a subsequent Post-Effective Amendment to Form S-8 filed with the SEC on December 3, 2012.Securities

· Pursuant to a Consulting Agreement dated February 20, 2013, on February 28, 2013, we issued 7,500 post reverse split shares of our common stock to Brent Fouch for consulting services rendered in the year ended December 31, 2013, which shares had been registered pursuant to our Registration Statement on Form S-8 filed June 11, 2009, with the SEC and a subsequent Post-Effective Amendment to Form S-8 filed with the SEC on December 3,2012.10

· On ~~March~~the ~~18,~~dates ~~2013~~specified below, we have issued ~~5,000 post reverse-split~~ shares of our common stock to ~~Christian~~various ~~Hansen~~creditors, ~~for~~IBC ~~consulting~~Funds, ~~services~~LLC, ~~which~~Magna ~~shares~~Group, ~~had~~LLC, ~~been~~Hanover ~~registered~~Holdings ~~pursuant~~I, toLLC, ~~our~~Asher ~~Registration~~Enterprises, Inc., ~~Statement~~JMJ onFinancial, ~~Form~~Gel ~~S-8 filed June 11~~Properties, ~~2009~~LLC, ~~with~~LG ~~the~~Capital ~~SEC~~Funding, ~~and~~LLC, aWHC ~~subsequent~~Capital, ~~Post-Effective~~AARG ~~Amendment~~Corp, toKBM ~~Form~~Worldwide, ~~S-8~~Inc., ~~filed~~Cicero ~~with~~Consulting Group, ~~the~~LLC ~~SEC~~and onother ~~March 13, 2013~~parties.

· On ~~April~~January 1710, ~~2013~~2014, we issued 1,400,000 post reverse- split shares of our common stock to ~~Jeff~~IBC ~~Dashefsky~~Funds, LLC for ~~consulting~~the ~~services~~reduction ~~rendered as~~ of ~~March~~$980 ~~31,~~in ~~2013,~~convertible ~~which~~debt. The shares ~~had~~were ~~been~~issued ~~registered~~free ~~pursuant~~of toany ~~our~~restrictions ~~Registration~~as ~~Statement~~permitted onby ~~Form~~Section ~~S-8 filed June 11, 2009, with the SEC and~~ 3(a)(10) ~~subsequent~~of ~~Post-Effective Amendment to Form S-8 filed with~~ the ~~SEC~~Securities ~~on March 13, 2013~~Act.

11On January 14, 2014, we issued 1,500,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $1,050 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.

·On ~~Pursuant~~January ~~to a Consulting Agreement dated May 1~~23, ~~2013~~2014, ~~on May 10, 2013,~~ we issued 57,000,000 post reverse- split shares of our common stock to ~~Brent~~IBC ~~Fouch~~Funds, ~~which~~LLC ~~shares~~for ~~had~~the ~~been~~reduction ~~registered~~of ~~pursuant~~$3,850 toin ~~our~~convertible ~~Registration~~debt. ~~Statement~~The onshares ~~Form~~were ~~S-8~~issued ~~filed~~free ~~June~~of ~~11,~~any ~~2009,~~restrictions ~~with~~as ~~the~~permitted ~~SEC~~by ~~and~~Section 3(a)(10) ~~subsequent~~of ~~Post-Effective Amendment to Form S-8 filed with~~ the ~~SEC~~Securities ~~on March 19, 2013~~Act.

·On ~~Pursuant~~January ~~to a Consulting Agreement dated July 19~~28, ~~2013~~2014, ~~on July 26, 2013,~~ we issued 107,000,000 post reverse- split shares of our common stock to ~~Brent~~IBC ~~Fouch~~Funds, ~~which~~LLC ~~shares~~for ~~had~~the ~~been~~reduction ~~registered~~of ~~pursuant~~$3,850 toin ~~our~~convertible ~~Registration~~debt. ~~Statement~~The onshares ~~Form~~were ~~S-8~~issued ~~filed~~free ~~June~~of ~~11,~~any ~~2009,~~restrictions ~~with~~as ~~the~~permitted ~~SEC~~by ~~and~~Section 3(a)(10) ~~subsequent~~of ~~Post-Effective Amendment to Form S-8 filed with~~ the ~~SEC~~Securities ~~on March 13, 2013~~Act.

·On ~~Pursuant~~January ~~to a Consulting Agreement dated September 2~~29, ~~2013~~2014, ~~on September 11, 2013,~~ we issued 357,000,000 post reverse- split shares of our common stock to ~~Brent~~IBC ~~Fouch~~Funds, ~~which~~LLC ~~shares~~for ~~had~~the ~~been~~reduction ~~registered~~of ~~pursuant~~$3,850 toin ~~our~~convertible ~~Registration~~debt. ~~Statement~~The onshares ~~Form~~were ~~S-8~~issued ~~filed~~free ~~June~~of ~~11,~~any ~~2009,~~restrictions ~~with~~as ~~the~~permitted ~~SEC~~by ~~and~~Section 3(a)(10) ~~subsequent~~of ~~Post-Effective Amendment to Form S-8 filed with~~ the ~~SEC~~Securities ~~on September 9, 2013~~Act.

· On ~~September~~January 2031, ~~2013~~2014, we issued 207,000,000 post reverse- split shares of our common stock to ~~Jeff~~IBC ~~Dashefsky for consulting services rendered~~Funds, ~~which~~LLC ~~shares~~for ~~had~~the ~~been~~reduction ~~registered~~of ~~pursuant~~$3,850 toin ~~our~~convertible ~~Registration~~debt. ~~Statement~~The onshares ~~Form~~were ~~S-8~~issued ~~filed~~free ~~June~~of ~~11,~~any ~~2009,~~restrictions ~~with~~as ~~the~~permitted ~~SEC~~by ~~and~~Section 3(a)(10) ~~subsequent~~of ~~Post-Effective Amendment to Form S-8 filed with~~ the ~~SEC~~Securities ~~on September 9, 2013~~Act.

·On ~~Pursuant~~February ~~to a Consulting Agreement dated September 26~~6, ~~2013~~2014, ~~on September 30, 2013,~~ we issued 197,~~688~~000,000 post reverse- split shares of our common stock to ~~Brent~~IBC ~~Fouch for consulting services rendered~~Funds, ~~which~~LLC ~~shares~~for ~~had~~the ~~been~~reduction ~~registered~~of ~~pursuant~~$4,200 toin ~~our~~convertible ~~Registration~~debt. ~~Statement~~The onshares ~~Form~~were ~~S-8~~issued ~~filed~~free ~~June~~of ~~11,~~any ~~2009,~~restrictions ~~with~~as ~~the~~permitted ~~SEC~~by ~~and~~Section 3(a)(10) ~~subsequent~~of ~~Post-Effective Amendment to Form S-8 filed with~~ the ~~SEC~~Securities ~~on September 9, 2013~~Act.

· On September 30, 2013, we issued 17,812 post reverse-split shares of our common stock to Kerry Driscoll for consulting services rendered, which shares had been registered pursuant to our Registration Statement on Form S-8 filed June 11~~, 2009, with the SEC and a subsequent Post-Effective Amendment to Form S-8 filed with the SEC on September 9, 2013.~~

·On ~~Pursuant~~February ~~to a Consulting Agreement dated January 2~~7, 2014, ~~on January 31, 2014,~~ we issued 107,000,000 post reverse- split shares of our common stock to ~~Brent~~IBC ~~Fouch~~Funds, ~~which~~LLC ~~shares~~for ~~had~~the ~~been~~reduction ~~registered~~of ~~pursuant~~$5,250 toin ~~our~~convertible ~~Registration~~debt. ~~Statement~~The onshares ~~Form~~were ~~S-8~~issued ~~filed~~free ~~with~~of ~~the~~any ~~SEC~~restrictions onas ~~January~~permitted ~~28,~~by ~~2014~~Section 3(a)(10) of the Securities Act.

· On ~~March~~February 318, 2014, we issued 57,000,000 post reverse- split shares of our common stock to ~~Noah~~IBC ~~Fouch~~Funds, LLC for ~~consulting~~the ~~services~~reduction of $8,750 ~~which~~in convertible debt. The shares ~~had~~were ~~been~~issued ~~registered~~free ~~pursuant~~of toany ~~our~~restrictions ~~Registration~~as ~~Statement~~permitted onby ~~Form~~Section ~~S-8~~3(a)(10) ~~filed~~of ~~January~~the ~~28,~~Securities ~~2014~~Act.

·On ~~Pursuant~~February ~~to a Consulting Agreement dated May 2~~10, 2014, ~~on May 14, 2014,~~ we issued 212,~~500~~000,000 post reverse- split shares of our common stock to ~~Brent~~IBC ~~Fouch~~Funds, ~~which~~LLC ~~shares~~for ~~had~~the ~~been~~reduction ~~registered~~of ~~pursuant~~$15,000 toin ~~our~~convertible ~~Registration~~debt. ~~Statement~~The onshares ~~Form~~were ~~S-8~~issued ~~filed~~free ~~January~~of ~~28,~~any ~~2014,~~restrictions ~~with~~as permitted by Section 3(a)(10) of the ~~SEC~~Securities Act.

·On ~~Pursuant~~February ~~to a Consulting Agreement dated August 20~~12, 2014, ~~on August 28, 2014,~~ we issued 309,~~000~~976,000 post reverse- split shares of our common stock to ~~Brent~~IBC ~~Fouch~~Funds, ~~which~~LLC ~~shares~~for ~~had~~the ~~been~~reduction ~~registered~~of ~~pursuant~~$12,470 toin ~~our~~convertible ~~Registration~~debt. ~~Statement~~The onshares ~~Form~~were ~~S-8~~issued ~~filed~~free ~~January~~of ~~28,~~any ~~2014,~~restrictions ~~with~~as permitted by Section 3(a)(10) of the ~~SEC~~Securities Act.

· Magna ~~Pursuant~~Group, toLLC. aBeginning in ~~Consulting~~2010 ~~Agreement~~and ~~dated~~continuing ~~September~~into 2, 2014, onthere ~~September~~were ~~30,~~several ~~2014~~agreements executed between Mind Solutions, weInc. ~~issued~~and 30its predecessors with Brent Fouch,~~000,000~~ ~~post~~one ~~reverse-split~~of ~~shares~~the officers of ~~our~~a ~~common~~predecessor. ~~stock~~Mr. Fouch had loaned the sum of $347,292 to ~~Noah~~the predecessor of Mind Solutions for working capital purposes. Mr. Fouch, ~~which~~subsequently ~~shares~~assigned ~~had~~some ~~been~~of ~~registered~~the ~~pursuant~~notes to ~~our~~Magna ~~Registration~~Group, ~~Statement~~LLC. onSee ~~Form~~“Item ~~S-8~~13. ~~filed~~Certain Relationships ~~January~~and ~~28,~~Related ~~2014,~~Transactions and Director Independence – Transactions with ~~the~~Former ~~SEC~~Officer.” Upon conversion of the notes, Magna Group, LLC received 52,803,315 post reverse split shares of our common stock as follows:

12On January 9, 2014, we issued 2,181,818 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $3,000 in outstanding convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

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

On ~~the~~January ~~dates~~21, ~~specified below~~2014, we ~~have~~ issued 8,264,462 post reverse split shares of our common stock to ~~various creditors, IBC Funds, LLC,~~ Magna Group, LLC, ~~Hanover~~for ~~Holdings~~the I,reduction ~~LLC, Asher~~of ~~Enterprises~~$5,000 ~~Inc.,~~in ~~JMJ~~outstanding ~~Financial,~~convertible ~~Gel~~debt. ~~Properties,~~The ~~LLC,~~shares LGwere ~~Capital~~issued ~~Funding,~~free ~~LLC,~~of ~~WHC~~any ~~Capital,~~restrictions ~~AARG~~pursuant ~~Corp,~~to ~~KBM~~Rule ~~Worldwide,~~144 ~~Inc., Cicero~~under ~~Consulting~~the ~~Group,~~Securities ~~LLC and other parties~~Act.

IBC Funds, LLC. On November 21, 2013, IBC Funds, LLC, a Nevada limited liability company, acquired by assignment, debts owed by Mind Solutions to four creditors in the amount of $82,845.63. Likewise, on November 21, 2013, IBC Funds and Mind Solutions executed that certain Settlement Agreement and Stipulation, whereby Mind Solutions agreed to settle the debt of $82,845.63, and to pay the debt by the issuance of shares pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”), which provides that the issuance of shares are exempt from the registration requirement of Section 5 of the Securities Act. In relevant part, Section 3(a)(10) of the Securities Act provides an exemption from the registration requirement for securities: (i) which are issued in exchange for a bona fide claim, (ii) where the terms of the issuance and exchange are found by a court to be fair to those receiving shares, (iii) notice of the hearing is provided to those to receive shares and they are afforded the opportunity to be heard, (iv) the issuer must advise the court prior to its hearing that it intends to rely on the exemption provided in Section 3(a)(10) of the Securities Act, and (v) there cannot be any impediments to the appearance of interested parties at the hearing.12

On ~~November~~January 2227, ~~2013~~2014, in awe ~~court~~issued ~~proceeding styled IBC Funds~~13, ~~LLC~~223,140 apost ~~Nevada~~reverse ~~limited~~split Liability Company, Plaintiff vs. Mind Solutions, Inc., a Nevada corporation, Defendant, bearing Civil Action No. 2013 CA 008370 NC, in the Circuit Court in the Twelfth Judicial Circuit in and for Sarasota County, Florida, after due notice, the court entered an order approving the Settlement Agreement and Stipulation. In satisfaction of the debt, we agreed to issue shares of our common stock ~~in one or more tranches~~ to ~~IBC~~Magna ~~Funds~~Group, inLLC ~~the~~for ~~manner contemplated in~~ the ~~Settlement~~reduction ~~Agreement and Stipulation at a conversion price~~ of $~~0.0045~~8,000 ~~per~~in ~~share.~~outstanding Inconvertible ~~accordance~~debt. ~~with~~The ~~the~~shares ~~terms~~were ofissued ~~the~~free ~~Settlement Agreement and Stipulation, the court was advised~~ of ~~our~~any ~~intention~~restrictions topursuant ~~rely upon the exception~~ to ~~registration~~Rule ~~set~~144 ~~forth~~under ~~in Section 3(a)(l0) of~~ the Securities Act ~~to support the issuance of the shares~~.

AsOn ~~set~~January ~~forth~~29, ~~in the order~~2014, ~~the~~we ~~court~~issued ~~found~~16,568,145 ~~that~~post ~~the~~reverse ~~terms~~split ~~and~~shares ~~conditions~~ of ~~the~~our ~~exchange~~common ~~were~~stock ~~fair~~ to ~~Mind~~Magna ~~Solutions~~Group, ~~and~~LLC ~~IBC~~for ~~Funds within~~ the ~~meaning~~ reduction of ~~Section~~$13,000 ~~3(a)(10)~~in ofoutstanding ~~the~~convertible ~~Securities~~debt. ~~Act,~~The ~~and~~shares ~~that~~were ~~the~~issued ~~exchange~~free of ~~the~~any ~~debt~~restrictions ~~for~~pursuant ~~our~~to ~~securities~~Rule ~~was~~144 ~~not made~~ under ~~Title 11 of~~ the ~~United~~Securities ~~States Code~~Act.

AsOn ~~permitted~~January by31, ~~the court order and the Settlement Agreement and Stipulation~~2014, we issued 7718,~~298~~181,~~674~~818 post reverse split shares of our common stock to ~~IBC~~Hanover ~~Funds~~Holdings I, LLC, as ~~follows:~~ a result of their notice to convert $11,000 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· On ~~December~~February 46, ~~2013~~2014, we issued ~~822~~22,~~674~~934,315 post reverse split shares of our common stock to ~~IBC~~Hanover ~~Funds~~Holdings I, LLC, ~~for~~as ~~the~~a ~~reduction~~result of their notice to convert $1516,~~000~~500 inof principle and $2,421 of accrued interest on their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions aspursuant ~~permitted~~to byRule ~~Section~~144 ~~3(a)(10)~~under of the Securities Act.

· On ~~December~~February 1114, ~~2013~~2014, we issued 17,~~300~~438,~~000~~017 post reverse split shares of our common stock to ~~IBC~~Hanover ~~Funds~~Holdings I, LLC, ~~for~~as ~~the~~a ~~reduction~~result of their notice to convert $313,~~445~~500 inof their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions aspursuant ~~permitted~~to byRule ~~Section~~144 ~~3(a)(10)~~under of the Securities Act.

· On ~~December~~February 1220, ~~2013~~2014, we issued 19,~~300~~646,~~000~~465 post reverse split shares of our common stock to ~~IBC~~Hanover ~~Funds~~Holdings I, LLC, ~~for~~as ~~the~~a ~~reduction~~result of their notice to convert $313,~~315~~000 inof principle and $1,325 of accrued interest on their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions aspursuant ~~permitted~~to byRule ~~Section~~144 ~~3(a)(10)~~under of the Securities Act.

· On January 10, 2014, we issued 1,400,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $980 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.13

· On ~~January~~May 142, 2014, we issued 131,~~500~~619,~~000~~318 post reverse split shares of our common stock to ~~IBC~~Hanover ~~Funds~~Holdings I, LLC, ~~for~~as ~~the~~a ~~reduction~~result of their notice to convert $26,500 of principle and $1,~~050~~325 inof accrued interest on their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions aspursuant ~~permitted~~to byRule ~~Section~~144 ~~3(a)(10)~~under of the Securities Act.

13On January 9, 2014, we issued 2,419,355 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $2,250 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· On January 2314, 2014, we issued 72,~~000~~428,~~000~~571 post reverse split shares of our common stock to ~~IBC~~Asher ~~Funds~~Enterprises, ~~LLC~~Inc., ~~for~~as ~~the~~a ~~reduction~~result of their notice to convert $32,~~850~~210 inof their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions aspursuant ~~permitted~~to byRule ~~Section~~144 ~~3(a)(10)~~under of the Securities Act.

· On ~~January~~February 2819, 2014, we issued 72,~~000~~457,~~000~~831 post reverse split shares of our common stock to ~~IBC~~Asher ~~Funds~~Enterprises, ~~LLC~~Inc., ~~for~~as ~~the~~a ~~reduction~~result of their notice to convert $3740 of principle and $1,~~850~~300 inof accrued interest on their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions aspursuant ~~permitted~~to byRule ~~Section~~144 ~~3(a)(10)~~under of the Securities Act.

· On ~~January~~May 2919, 2014, we issued 715,~~000~~463,~~000~~918 post reverse split shares of our common stock to ~~IBC~~Asher ~~Funds~~Enterprises, ~~LLC~~Inc., ~~for~~as ~~the~~a ~~reduction~~result of their notice to convert $315,~~850~~000 inon their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions aspursuant ~~permitted~~to byRule ~~Section~~144 ~~3(a)(10)~~under of the Securities Act.

· On ~~January~~May 3127, 2014, we issued 715,~~000~~789,~~000~~474 post reverse split shares of our common stock to ~~IBC~~Asher ~~Funds~~Enterprises, ~~LLC~~Inc., ~~for~~as ~~the~~a ~~reduction~~result of their notice to convert $315,~~850~~000 inon their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions aspursuant ~~permitted~~to byRule ~~Section~~144 ~~3(a)(10)~~under of the Securities Act.

· On February 6, 2014, we issued 7,000,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $4,200 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.14

· On ~~February~~May 728, 2014, we issued 714,~~000~~947,~~000~~368 post reverse split shares of our common stock to ~~IBC~~Asher ~~Funds~~Enterprises, ~~LLC~~Inc., ~~for~~as ~~the~~a ~~reduction~~result of their notice to convert $512,~~250~~500 intogether with $1,700 of accrued interest on their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions aspursuant ~~permitted~~to byRule ~~Section~~144 ~~3(a)(10)~~under of the Securities Act.

· On ~~February~~August 814, 2014, we issued 718,~~000~~072,~~000~~289 post reverse split shares of our common stock to ~~IBC~~Asher ~~Funds~~Enterprises, ~~LLC~~Inc., ~~for~~as ~~the~~a ~~reduction~~result of their notice to convert $815,~~750~~000 inon their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions aspursuant ~~permitted~~to byRule ~~Section~~144 ~~3(a)(10)~~under of the Securities Act.

· On ~~February~~August 1018, 2014, we issued 1218,~~000~~518,~~000~~519 post reverse split shares of our common stock to ~~IBC~~Asher ~~Funds~~Enterprises, ~~LLC~~Inc., ~~for~~as ~~the~~a ~~reduction~~result of their notice to convert $15,000 inon their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions aspursuant ~~permitted~~to byRule ~~Section~~144 ~~3(a)(10)~~under of the Securities Act.

· On ~~February~~August 1221, 2014, we issued 914,~~976~~516,~~000~~129 post reverse split shares of our common stock to ~~IBC~~Asher ~~Funds~~Enterprises, ~~LLC~~Inc., ~~for~~as ~~the~~a ~~reduction~~result of their notice to convert $127,~~470~~500 intogether with $1,500 of accrued interest on their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions aspursuant ~~permitted~~to byRule ~~Section~~144 ~~3(a)(10)~~under of the Securities Act.

~~Magna~~On ~~Group~~January 29, ~~LLC. Beginning in 2010 and continuing into~~ 2014, ~~there~~we ~~were~~issued ~~several agreements executed between Mind Solutions~~7, ~~Inc. and its predecessors with Brent Fouch~~900,000 ~~one~~post ofreverse ~~the~~split ~~officers~~shares of aour ~~predecessor.~~common ~~Mr.~~stock ~~Fouch~~to ~~had~~JMJ ~~loaned the sum of $347~~Financial,~~292~~ toas ~~the~~a ~~predecessor~~result of ~~Mind~~their ~~Solutions for~~notice ~~working~~to ~~capital~~convert ~~purposes.~~$5,214 ~~Mr. Fouch subsequently assigned some~~ of ~~the~~principle ~~notes~~on totheir ~~Magna~~outstanding ~~Group,~~convertible ~~LLC.~~promissory ~~See “Item 13~~note. ~~Certain Relationships~~The ~~and~~shares ~~Related~~were ~~Transactions~~issued ~~and~~free ~~Director~~of ~~Independence~~any –restrictions ~~Transactions~~pursuant ~~with~~to ~~Brent~~Rule ~~Fouch.”~~144 ~~Upon~~under ~~conversion of~~ the ~~notes,~~Securities ~~Magna Group, LLC received 52,803,315 post reverse split shares of our common stock as follows:~~Act.

· On February 85, ~~2013~~2014, we issued ~~364~~11,200,000 post reverse split shares of our common stock to ~~Magna~~JMJ ~~Group~~Financial, ~~LLC~~as ~~for~~a ~~the~~result ~~reduction~~ of their notice to convert $107,~~000~~392 inof principle on their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

~~· On February 14, 2013, we issued 4,399 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $~~15~~,000 in convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.~~

· On February 2710, ~~2013~~2014, we issued 416,~~261~~200,000 post reverse split shares of our common stock to ~~Magna~~JMJ ~~Group~~Financial, ~~LLC~~as ~~for~~a ~~the~~result ~~reduction~~ of their notice to convert $1510,~~000~~692 inof principle on their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

14On February 24, 2014, we issued 18,900,000 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $12,474 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· On ~~March~~February 1327, ~~2013~~2014, we issued 720,~~331~~000,000 post reverse split shares of our common stock to ~~Magna~~JMJ ~~Group~~Financial, ~~LLC~~as ~~for~~a ~~the~~result ~~reduction~~ of their notice to convert $2512,000 inof principle on their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· On ~~March~~April 213, ~~2013~~2014, we issued 814,~~021~~363,704 post reverse split shares of our common stock to ~~Magna~~JMJ ~~Group~~Financial, ~~LLC~~as ~~for~~a ~~the~~result ~~reduction~~ of their notice to convert $158,~~000~~618 inof principle on their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· On June 620, ~~2013~~2014, we issued 1016,~~868~~000,000 post reverse split shares of our common stock to ~~Magna~~JMJ ~~Group~~Financial, ~~LLC~~as ~~for~~a ~~the~~result ~~reduction~~ of their notice to convert $2015,~~324~~360 inof principle on their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· On ~~June~~July 2015, ~~2013~~2014, we issued 1116,~~818~~407,407 post reverse split shares of our common stock to ~~Magna~~JMJ ~~Group~~Financial, ~~LLC~~as ~~for~~a ~~the~~result ~~reduction~~ of their notice to convert $1315,~~000~~751 inof principle on their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· On July 8, 2013, we issued 18,182 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $18,000 in convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.16

· On ~~July~~October 2416, ~~2013~~2014, we issued 1920,~~181~~000,000 post reverse split shares of our common stock to ~~Magna~~JMJ ~~Group~~Financial, ~~LLC~~as ~~for~~a ~~the~~result ~~reduction~~ of their notice to convert $1521,~~000~~600 inof principle on their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· On ~~August~~November 710, ~~2013~~2014, we issued 3618,~~364~~062,673 post reverse split shares of our common stock to ~~Magna~~JMJ ~~Group~~Financial, ~~LLC~~as ~~for~~a ~~the~~result ~~reduction~~ of their notice to convert $2028,~~000~~178 inof principle on their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· On ~~August~~December 2829, ~~2013~~2014, we issued 6066,~~606~~000,000 post reverse split shares of our common stock to ~~Magna~~JMJ ~~Group~~Financial, ~~LLC~~as ~~for~~a ~~the~~result ~~reduction~~ of their notice to convert $2019,~~000~~800 inof principle on their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· Gel OnProperties, ~~September~~LLC. In 102014, ~~2013,~~ we ~~issued~~executed ~~73,164~~various ~~post~~Securities ~~reverse~~Purchase ~~split~~Agreements ~~shares~~with ofGel ~~our~~Properties, ~~common~~LLC, ~~stock~~whereby we issued convertible promissory notes to ~~Magna~~Gel ~~Group~~Properties, LLC ~~for~~bearing interest on the ~~reduction~~unpaid ofbalance ~~$16,096~~at inthe ~~convertible~~rate ~~debt.~~of ~~The~~10 ~~shares~~percent. ~~were~~We issued ~~free~~104,836,148 post reverse split shares of ~~any~~our ~~restrictions~~common ~~pursuant~~stock to ~~Rule~~Gel ~~144~~Properties, ~~under~~LLC, in connection with the ~~Securities~~conversions ~~Act.~~of the convertible promissory notes as follows:

· On ~~September~~August 18, ~~2013~~2014, we issued 817,~~818~~575,758 post reverse split shares of our common stock to ~~Magna~~Gel ~~Group~~Properties, LLC, ~~for~~as ~~the~~a ~~reduction~~result of their notice to convert $95,000 inof principle on their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· On ~~September~~August 2420, ~~2013~~2014, we issued 8113,~~818~~223,140 post reverse split shares of our common stock to ~~Magna~~Gel ~~Group~~Properties, LLC, ~~for~~as ~~the~~a ~~reduction~~result of their notice to convert $98,000 inof principle on their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· On ~~September~~August 25, ~~2013~~2014, we issued 6512,~~909~~727,273 post reverse split shares of our common stock to ~~Magna~~Gel ~~Group~~Properties, LLC, ~~for~~as ~~the~~a ~~reduction~~result of their notice to convert $7,000 of principle ~~and~~on ~~$250~~their ~~in accrued interest relating to the~~ outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· On December 4, 2013, we issued 374,111 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $5,000 of principle in convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.17

15On September 1, 2014, we issued 14,491,795 post reverse split shares of our common stock to Gel Properties, LLC, as a result of their notice to convert $5,000 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· On ~~December~~September 113, ~~2013~~2014, we issued 123,~~069~~863,~~519~~636 post reverse split shares of our common stock to ~~Magna~~Gel ~~Group~~Properties, LLC, ~~for~~as ~~the~~a ~~reduction~~result of their notice to convert $310,000 inof principle on their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· On ~~December~~September 208, ~~2013~~2014, we issued 122,~~547~~727,~~107~~273 post reverse split shares of our common stock to ~~Magna~~Gel ~~Group~~Properties, LLC, ~~for~~as ~~the~~a ~~reduction~~result of their notice to convert $110,~~872~~000 inof principle on their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· On ~~December~~September 2611, ~~2013~~2014, we issued 110,~~818~~227,~~182~~273 post reverse split shares of our common stock to ~~Magna~~Gel ~~Group~~Properties, LLC, ~~for~~as ~~the~~a ~~reduction~~result of their notice to convert $25,000 inof principle on their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· LG OnCapital ~~January 9~~Funding, LLC. In 2014, we ~~issued~~executed ~~2,181,818~~various ~~post~~Securities ~~reverse~~Purchase ~~split~~Agreements ~~shares~~with ofLG ~~our~~Capital ~~common~~Funding, ~~stock~~LLC, whereby we issued convertible promissory notes to ~~Magna~~with ~~Group~~LG Capital Funding, LLC ~~for~~bearing interest on the ~~reduction~~unpaid ofbalance ~~$3,000~~at inthe ~~outstanding~~rate ~~convertible~~of ~~debt~~10 percent. ~~The~~We ~~shares~~issued ~~were~~145,117,267 post ~~issued~~reverse ~~free~~split shares of ~~any~~our ~~restrictions~~common ~~pursuant~~stock to ~~Rule~~with ~~144~~LG ~~under~~Capital Funding, LLC, in connection with the ~~Securities~~conversions ~~Act.~~of the convertible promissory notes as follows:

· On ~~January~~August 103, 2014, we issued 723,~~272~~872,~~727~~976 post reverse split shares of our common stock to ~~Magna~~with ~~Group~~LG Capital Funding, LLC, ~~for~~as ~~the~~a ~~reduction~~result of their notice to convert $815,000 inof principle and $756 of accrued interest on their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· On January 21, 2014, we issued 8,264,462 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $5,000 in outstanding convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.18

· On ~~January~~August 27, 2014, we issued 1323,~~223~~991,~~140~~282 post reverse split shares of our common stock to ~~Magna~~with ~~Group~~LG Capital Funding, LLC, ~~for~~as ~~the~~a ~~reduction~~result of their notice to convert $810,000 inof principle and $556 of accrued interest on their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· On ~~January~~September 2911, 2014, we issued 1620,~~568~~404,~~145~~607 post reverse split shares of our common stock to ~~Magna~~with ~~Group~~LG Capital Funding, LLC, ~~for~~as ~~the~~a ~~reduction~~result of their notice to convert $138,~~000~~900 inof principle and $78 of accrued interest on their outstanding convertible ~~debt~~promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

~~Hanover~~On ~~Holdings~~September I29, ~~LLC.~~2014, Inwe ~~2013~~issued 20, we018,266 ~~executed~~post ~~various~~reverse ~~Securities~~split ~~Purchase~~shares ~~Agreements~~of our common stock to with ~~Hanover~~LG ~~Holdings~~Capital IFunding, LLC, ~~whereby~~as wea ~~issued~~result ~~convertible~~of ~~promissory~~their ~~notes~~ notice to ~~Hanover~~convert ~~Holdings I~~$20,000 ~~LLC~~of ~~bearing~~principle ~~interest~~ on ~~the~~their ~~unpaid~~outstanding ~~balance~~convertible atpromissory ~~the~~note. ~~rate~~The ofshares 10were ~~percent. We~~ issued ~~75,745,890~~free ~~post reverse split shares~~ of ~~our~~any ~~common~~restrictions ~~stock~~pursuant to ~~Hanover~~Rule ~~Holdings~~144 I,under ~~LLC, in connection with~~ the ~~conversions~~Securities ~~of the convertible promissory notes as follows:~~Act.

· On ~~August~~October 231, ~~2013~~2014, we issued 3820,~~374~~028,704 post reverse split shares of our common stock to ~~Hanover~~with ~~Holdings~~LG ICapital Funding, LLC, as a result of their notice to convert $20,000 of principle and $1,~~106~~030 of accrued interest on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

·WHC OnCapital, ~~September~~LLC. ~~10,~~In ~~2013~~2014, we ~~issued~~executed ~~73,164~~various ~~post~~Securities ~~reverse~~Purchase ~~split~~Agreements ~~shares~~with ofWHC ~~our~~Capital, ~~common~~LLC, ~~stock~~whereby towe ~~Hanover~~issued ~~Holdings~~convertible Ipromissory notes to with WHC Capital, LLC, asbearing ainterest ~~result~~on ofthe ~~their~~unpaid ~~notice~~balance toat ~~convert~~the ~~$16,096~~rate of ~~their~~12 ~~outstanding~~percent. ~~convertible~~We ~~promissory~~issued ~~note.~~32,000,000 ~~The~~post reverse split shares of ~~were~~our ~~issued~~common ~~free~~stock ofto ~~any~~with ~~restrictions~~WHC ~~pursuant~~Capital, toLLC, ~~Rule~~in ~~144~~connection ~~under~~with the ~~Securities~~conversions ~~Act.~~of the convertible promissory notes as follows:

· On ~~September~~December 309, ~~2013~~2014, we issued ~~100~~32,000,000 post reverse split shares of our common stock to ~~Hanover~~with ~~Holdings~~WHC ICapital, LLC, as a result of their notice to convert $1124,000 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· On October 8, 2013, we issued 59,659 post reverse split shares of our common stock to Hanover Holdings I, LLC, as a result of their notice to convert $5,500 of principle and $1,063 of accrued interest on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.19

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

· On ~~October~~November 1427, ~~2013~~2014, we issued 5937,~~091~~142,857 post reverse split shares of our common stock to ~~Hanover~~with ~~Holdings~~ARRG ICorp., ~~LLC,~~ as a result of their notice to convert $650,~~500~~000 of principle and $2,000 of accrued interest on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· Caesar OnCapital ~~October 16~~Group, ~~2013~~LLC. In 2014, we ~~issued~~executed ~~59,091~~various ~~post~~Securities ~~reverse~~Purchase ~~split~~Agreements ~~shares~~with ofCaesar ~~our~~Capital ~~common~~Group, ~~stock~~LLC, whereby we issued convertible promissory notes to ~~Hanover~~with ~~Holdings~~Caesar ICapital Group, LLC, asbearing ainterest ~~result~~on ofthe ~~their~~unpaid ~~notice~~balance toat ~~convert~~the ~~$6,500~~rate of ~~their~~8 ~~outstanding~~percent. ~~convertible~~We ~~promissory~~issued ~~note.~~37,166,878 post ~~The~~reverse split shares ~~were~~of ~~issued~~our ~~free~~common ofstock ~~any~~to ~~restrictions~~with ~~pursuant~~Caesar toCapital ~~Rule~~Group, ~~144~~LLC, ~~under~~in connection with the ~~Securities~~conversions ~~Act.~~of the convertible promissory notes as follows:

· On ~~November~~October 2017, ~~2013~~2014, we issued ~~186~~37,~~199~~166,878 post reverse split shares of our common stock to ~~Hanover~~with ~~Holdings~~Caesar ICapital Group, LLC, as a result of their notice to convert $350,~~500~~000 of principle and $12,~~143~~034 of accrued interest on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· KBM ~~On January 29~~Worldwide, Inc. In 2014, we ~~issued~~executed ~~16,969,697~~various ~~post~~Securities ~~reverse~~Purchase ~~split~~Agreements ~~shares~~with ofKBM ~~our~~Worldwide ~~common~~Inc., ~~stock~~whereby towe ~~Hanover~~issued ~~Holdings~~convertible I,promissory ~~LLC,~~notes to aswith aKBM ~~result~~Worldwide ofInc. ~~their~~bearing ~~notice~~interest toon ~~convert~~the ~~$14,000~~unpaid ofbalance ~~their~~at ~~outstanding~~the ~~convertible~~rate ~~promissory~~of ~~note~~8 percent. ~~The~~We ~~shares~~issued ~~were~~45,948,276 ~~issued~~post ~~free~~reverse split shares of ~~any~~our ~~restrictions~~common ~~pursuant~~stock to ~~Rule~~with ~~144~~KBM ~~under~~Worldwide Inc., in connection with the ~~Securities~~conversions ~~Act.~~of the convertible promissory notes as follows:

· On ~~January~~November 318, 2014, we issued 1815,~~181~~000,~~818~~000 post reverse split shares of our common stock to ~~Hanover~~with ~~Holdings~~KBM I,Worldwide ~~LLC~~Inc., as a result of their notice to convert $1115,000 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act. On November 17, 2014, we issued 17,500,000 post reverse split shares of our common stock to with KBM Worldwide Inc., as a result of their notice to convert $17,500 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· On February 6, 2014, we issued 22,934,315 post reverse split shares of our common stock to Hanover Holdings I, LLC, as a result of their notice to convert $16,500 of principle and $2,421 of accrued interest on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.20

· On ~~February~~November 1419, 2014, we issued 713,~~438~~448,~~017~~276 post reverse split shares of our common stock to ~~Hanover~~with ~~Holdings~~KBM I,Worldwide ~~LLC~~Inc., as a result of their notice to convert $1310,~~500~~000 of principle and $1,700 of accrued interest on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· Cicero OnConsulting ~~February 20~~Group, LLC. In 2014, we ~~issued~~executed ~~9,646,465~~various ~~post~~Securities ~~reverse~~Purchase ~~split~~Agreements ~~shares~~with ofCicero ~~our~~Consulting ~~common~~Group, ~~stock~~LLC, whereby we issued convertible promissory notes to ~~Hanover~~with ~~Holdings~~Cicero IConsulting Group, LLC, asbearing ainterest ~~result~~on ofthe ~~their~~unpaid ~~notice~~balance toat ~~convert~~the ~~$13,000~~rate of ~~principle~~8 ~~and~~percent. $1We issued 131,~~325~~078,431 ofpost ~~accrued~~reverse ~~interest~~split onshares ~~their~~of ~~outstanding~~our ~~convertible~~common ~~promissory~~stock ~~note.~~to ~~The~~with ~~shares~~Cicero ~~were~~Consulting ~~issued~~Group, ~~free~~LLC, ofin ~~any~~connection ~~restrictions~~with ~~pursuant~~the toconversions of ~~Rule~~the ~~144~~convertible ~~under~~promissory ~~the~~notes ~~Securities~~as ~~Act.~~follows:

· On ~~May~~November 217, 2014, we issued 3129,~~619~~411,~~318~~764 post reverse split shares of our common stock to ~~Hanover~~with ~~Holdings~~Cicero IConsulting Group, LLC, as a result of their notice to convert $2650,~~500~~000 of principle ~~and $1,325 of accrued interest~~ on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

~~Asher~~On ~~Enterprises,~~December ~~Inc. In 2012~~16, ~~2013, and~~ 2014, we ~~executed~~issued ~~various Securities Purchase Agreements with Asher Enterprises~~41, ~~Inc.~~666,667 ~~whereby~~post wereverse ~~issued~~split ~~convertible promissory~~shares ~~notes~~of toour ~~Asher~~common ~~Enterprises,~~stock ~~Inc.~~to ~~bearing~~with ~~interest~~Cicero onConsulting ~~the~~Group, ~~unpaid~~LLC, ~~balance~~as ata ~~the~~result ~~rate~~ of ~~eight~~their ~~percent.~~notice Weto ~~issued~~convert 62$50,~~644,259 post~~000 ~~reverse split shares~~ of ~~our~~principle ~~common~~on ~~stock~~their tooutstanding ~~Asher~~convertible ~~Enterprises,~~promissory ~~Inc~~note., asThe ashares ~~result~~were issued free of ~~the~~any ~~conversion~~restrictions ofpursuant ~~the~~to ~~convertible~~Rule ~~promissory notes~~144 asunder ~~follows:~~the Securities Act.

· On ~~July~~February 3011, ~~2013~~2015, we issued 1850,~~293~~000,000 post reverse split shares of our common stock to ~~Asher~~with ~~Enterprises~~Cicero Consulting Group, ~~Inc.~~LLC, as a result of their notice to convert $1550,000 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· Iconic OnHoldings, ~~July~~LLC. In 312014, ~~2013,~~ we ~~issued~~executed ~~19,595~~various ~~post~~Securities ~~reverse~~Purchase ~~split~~Agreements ~~shares~~with ofIconic ~~our~~Holdings, ~~common~~LLC, ~~stock~~whereby we issued convertible promissory notes to ~~Asher~~with ~~Enterprises~~Iconic Holdings, ~~Inc.~~LLC, asbearing ainterest ~~result~~on ofthe ~~their~~unpaid ~~notice~~balance toat ~~convert~~the ~~$14,500~~rate of ~~their~~8 ~~outstanding~~percent. ~~convertible~~We ~~promissory~~issued ~~note.~~68,750,000 ~~The~~post reverse split shares ~~were~~of ~~issued~~our ~~free~~common ofstock ~~any~~to ~~restrictions~~with ~~pursuant~~Iconic toHoldings, ~~Rule~~LLC, ~~144~~in ~~under~~connection with the ~~Securities~~conversions ~~Act.~~of the convertible promissory notes as follows:

17On December 27, 2014, we issued 68,750,000 post reverse split shares of our common stock to with Iconic Holdings, LLC, as a result of their notice to convert $27,500 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

· On August 8, 2013, we issued 6,515 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $3,000 of principle and $1,300 of accrued interest on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.21

· On ~~September~~December 1325, 2013, we issued 2620,~~667~~000,000 post reverse split shares of our common stock to ~~Asher~~Kerry ~~Enterprises,~~Driscoll ~~Inc.,~~pursuant asto a ~~result~~Consulting ofAgreement ~~their~~dated ~~notice~~December ~~to convert $6~~25,~~400~~ ~~of their outstanding convertible promissory note~~2013. The shares ~~were~~ issued ~~free~~to ofMr. ~~any~~Driscoll ~~restrictions~~were ~~pursuant~~restricted toin ~~Rule~~their ~~144~~transfer ~~under~~as required by the Securities Act.

· On ~~September~~January 196, ~~2013~~2014, we issued 26100,~~250~~000,000 post reverse split shares of our common stock to ~~Asher~~Kerry ~~Enterprises,~~Driscoll ~~Inc.,~~pursuant asto a ~~result~~Consulting ofAgreement ~~their~~dated ~~notice~~December ~~to convert $4~~25,~~200~~ ~~of their outstanding convertible promissory note~~2013. The shares ~~were~~ issued ~~free~~to ofMr, ~~any~~Driscoll ~~restrictions~~were ~~pursuant~~restricted toin ~~Rule~~their ~~144~~transfer ~~under~~as required by the Securities Act.

·Pursuant Onto ~~September~~a 20Consulting Agreement dated November 11, 2013, on January 15, 2014, we issued 266,~~667~~000,000 post reverse split shares of our common stock to ~~Asher~~Mirador ~~Enterprises,~~Consulting ~~Inc.,~~LLC asfor aconsulting ~~result~~services ~~of their notice~~ to ~~convert~~be ~~$3,200~~rendered ofin ~~their~~the ~~outstanding~~year ~~convertible~~ended ~~promissory~~December ~~note~~31, 2014. The shares ~~were~~ issued ~~free~~to ofMirador ~~any~~Consulting ~~restrictions~~LLC ~~pursuant~~were torestricted ~~Rule~~in ~~144~~their ~~under~~transfer as required by the Securities Act.

· On ~~September~~March 2414, ~~2013~~2014, we issued 2611,~~667~~627,907 post reverse split shares of our common stock to ~~Asher~~Monster ~~Enterprises~~Arts, Inc., asfor aconsulting ~~result~~services ofpursuant ~~their notice~~ to ~~convert~~a ~~$3,200~~Consulting ofAgreement ~~their~~dated ~~outstanding~~February ~~convertible~~12, ~~promissory note~~2014. The shares ~~were~~ issued ~~free~~to ofMonster ~~any~~Arts, ~~restrictions~~Inc. ~~pursuant~~were torestricted ~~Rule~~in ~~144~~their ~~under~~transfer as required by the Securities Act.

· On ~~September~~March 2518, ~~2013~~2014, we issued 265,~~667~~000,000 post reverse split shares of our common stock to ~~Asher~~Brett ~~Enterprises,~~Cusick ~~Inc.,~~pursuant asto a ~~result~~Consulting ofAgreement ~~their~~dated ~~notice~~March ~~to convert $3~~18,~~200~~ ~~of their outstanding convertible promissory note~~2014. The shares ~~were~~ issued ~~free~~to ofMr. ~~any~~Cusick ~~restrictions~~were ~~pursuant~~restricted toin ~~Rule~~their ~~144~~transfer ~~under~~as required by the Securities Act.

· On ~~September~~March 2719, ~~2013~~2014, we issued 26to Premier Venture Partners,~~667~~ ~~post~~LLC, ~~reverse~~a ~~split~~California limited liability company, 12,765,957 shares of our common stock toas ~~Asher~~Initial ~~Enterprises~~Commitment Shares in connection with an Equity Purchase Agreement dated March 11, ~~Inc~~2014., asThe ashares ~~result~~issued ofto ~~their~~Premier ~~notice~~Venture toPartners ~~convert~~were ~~$3,200~~restricted ofin their ~~outstanding~~transfer ~~convertible~~as ~~promissory~~required ~~note~~by the Securities Act. ~~The~~See ~~shares~~“Item ~~were~~7. ~~issued~~Management’s ~~free~~Discussion ofand ~~any~~Analysis ~~restrictions~~of ~~pursuant~~Financial toCondition ~~Rule~~and ~~144~~Results ~~under~~of ~~the~~Operations ~~Securities~~– ~~Act~~Subsequent Events.”

· On September 30, 2013, we issued 26,667 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $3,200 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.22

· On ~~November~~May 2511, ~~2013~~2014, we issued ~~131~~5,~~707~~000,000 post reverse split shares of our common stock to ~~Asher~~IN2NE ~~Enterprises, Inc~~Corp., aspursuant to a ~~result~~Consulting ofAgreement ~~their~~dated ~~notice~~May ~~to convert $2~~11,~~700~~ ~~of their outstanding convertible promissory note~~2014. The shares ~~were~~ issued ~~free~~to ofIN2NE ~~any~~Corp. ~~restrictions~~were ~~pursuant~~restricted toin ~~Rule~~their ~~144~~transfer ~~under~~as required by the Securities Act.

· On ~~November~~June 262, ~~2013~~2014, we issued ~~131~~15,~~707~~000,000 post reverse -split shares of our common stock to ~~Asher~~Dr. ~~Enterprises,~~Gordon ~~Inc~~Chiu., asThe ashares ~~result~~issued ~~of their notice~~ to ~~convert $2,700 of their outstanding convertible promissory note~~Dr. ~~The~~Chiu ~~shares~~ were ~~issued~~restricted ~~free~~in oftheir ~~any~~transfer ~~restrictions~~as ~~pursuant~~required toby ~~Rule 144 under~~ the Securities Act.

·In On2015 ~~December~~the 4,following ~~2013,~~chart weillustrates ~~issued~~conversion ~~1,191,403 post reverse split shares~~ of ~~our common stock to Asher Enterprises, Inc., as a result of their notice to convert $15,000 of their outstanding convertible promissory note. The~~ shares ~~were issued free of any restrictions pursuant to Rule 144 under the Securities Act.~~for debt:

· On December 5, 2013, we issued 134,328 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $500 of principle and $1,300 of accrued interest on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

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

· On December 12, 2013, we issued 2,411,765 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $12,300 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.23

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

· Our Onunregistered ~~January~~securities 9,were issued ~~2014,~~in wereliance ~~issued~~upon ~~2,419,355~~an ~~post~~exemption ~~reverse~~from ~~split~~registration ~~shares~~pursuant to Section 4(a)(2) of ~~our~~the ~~common~~Securities ~~stock~~Act toor ~~Asher~~Rule ~~Enterprises,~~506 ~~Inc~~of Regulation D promulgated under the Securities Act., asEach investor took his securities for investment purposes without a ~~result~~view ofto ~~their~~distribution and ~~notice~~had access to ~~convert~~information $2concerning us and our business prospects,~~250~~ ofas ~~their~~required ~~outstanding~~by ~~convertible~~the ~~promissory~~Securities ~~note~~Act. ~~The~~In ~~shares~~addition, ~~were~~there was ~~issued~~no ~~free~~general solicitation or advertising for the purchase of ~~any~~our ~~restrictions~~securities. ~~pursuant~~Our securities were sold only to ~~Rule~~an ~~144~~accredited investor, ~~under~~as defined in the Securities Act with whom we had a direct personal preexisting relationship, and after a thorough discussion. Finally, our stock transfer agent has been instructed not to transfer any of such securities, unless such securities are registered for resale or there is an exemption with respect to their transfer.

·All Onof ~~January~~the ~~14,~~above ~~2014,~~described weinvestors who ~~issued~~received ~~2,428,571 post reverse split~~ shares of our common stock towere ~~Asher~~provided ~~Enterprises,~~with ~~Inc.,~~access asto aour ~~result~~filings ofwith ~~their~~the ~~notice to convert $2~~SEC,~~210~~ ofincluding ~~their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under~~ the ~~Securities Act.~~following:

·The Oninformation ~~February~~contained ~~19,~~in ~~2014, we issued 2,457,831 post reverse split shares of~~ our ~~common~~annual ~~stock~~report ~~to Asher Enterprises, Inc., as a result of their notice to convert $740 of principle and $1,300 of accrued interest~~ on ~~their~~Form ~~outstanding~~10-K ~~convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144~~ under the ~~Securities~~Exchange Act.

·The Oninformation ~~May~~contained ~~19,~~in ~~2014,~~any wereports ~~issued~~or ~~15,463,918~~documents ~~post~~required ~~reverse~~to ~~split~~be ~~shares~~filed ofby ~~our~~Mind ~~common~~Solutions ~~stock~~under tosections ~~Asher~~13(a), ~~Enterprises~~14(a), ~~Inc.~~14(c), asand a15(d) ~~result~~ of ~~their~~the ~~notice~~Exchange toAct ~~convert~~since ~~$15,000~~the ondistribution ~~their~~or ~~outstanding~~filing ~~convertible promissory note. The shares were issued free~~ of ~~any restrictions pursuant to Rule 144 under~~ the ~~Securities~~reports ~~Act~~specified above.

·A Onbrief ~~May~~description ~~27,~~of ~~2014,~~the wesecurities ~~issued~~being 15offered,~~789,474~~ ~~post~~and ~~reverse~~any ~~split~~material ~~shares~~changes ofin our ~~common~~affairs ~~stock~~that ~~to Asher Enterprises, Inc., as a result of their notice to convert $15,000 on their outstanding convertible promissory note. The shares~~ were ~~issued~~not ~~free~~disclosed ofin ~~any restrictions pursuant to Rule 144 under~~ the ~~Securities~~documents ~~Act~~furnished.

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

·There Onwere ~~August~~no ~~14,~~purchases ~~2014, we issued 18,072,289 post reverse split shares~~ of our ~~common~~equity securities ~~stock~~by toMind ~~Asher~~Solutions ~~Enterprises,~~or ~~Inc.,~~any asaffiliated apurchasers ~~result~~during ~~of their notice to convert $15,000 on their outstanding convertible promissory note. The shares were issued free of~~ any ~~restrictions~~month ~~pursuant~~within tothe ~~Rule~~fiscal ~~144~~year ~~under~~covered ~~the~~by ~~Securities~~this ~~Act~~report.

·Item ~~On August 18, 2014, we issued 18,518,519 post reverse split shares of our common stock to Asher Enterprises, Inc~~6., asSelected aFinancial ~~result of their notice to convert $15,000 on their outstanding convertible promissory note~~Data. ~~The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.~~

·Not ~~On August 21, 2014, we issued 14,516,129 post reverse split shares of our common stock to Asher Enterprises, Inc~~applicable., as a result of their notice to convert $7,500 together with $1,500 of accrued interest on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

JMJ Financial. On May 15, 2013, we executed a convertible promissory note in favor of JMJ Financial in an amount up to $250,000 bearing interest on the unpaid balance at the rate of 12 percent. While the note was in the original principal amount up to $250,000, it was only partially funded on May 15, 2013, in the amount of $30,000, plus pro-rated original issue discount and pro-rated interest in the amount of $7,333.33, on August 14, 2013, in the amount of $20,000, on December 9, 2013, in the amount of $25,000, on April 16, 2014, in the amount of $40,000, on June 23, 2014 in the amount of $60,000 and on December 16, 2014, in the amount of $25,000. After allowing for conversions, only $59,311 of the note was convertible on the date of this report. We issued 225,433,784 post reverse split shares of our common stock to JMJ Financial, as a result of the conversion of the convertible promissory note as follows:24

·Item On7. ~~December~~Management’s 5,Discussion ~~2013,~~and weAnalysis ~~issued 822,674 post reverse split shares~~ of ~~our common stock to JMJ~~ Financial, asCondition aand ~~result~~Results of ~~their notice to convert $15,000 of principle on their outstanding convertible promissory note~~Operations. ~~The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.~~

19THE FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED IN THE FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS ANNUAL REPORT ON FORM 10-K.

·The Onfollowing ~~January~~discussion ~~29,~~reflects ~~2014,~~our plan weof ~~issued~~operation. ~~7,900,000~~This ~~post~~discussion ~~reverse~~should ~~split~~be ~~shares~~read ofin ~~our~~conjunction ~~common~~with ~~stock~~the financial statements which are attached to ~~JMJ~~this ~~Financial,~~report. This asdiscussion acontains ~~result~~forward-looking ofstatements, ~~their~~including ~~notice~~statements toregarding ~~convert~~our $5expected financial position,~~214~~ ofbusiness and ~~principle~~financing onplans. ~~their~~These ~~outstanding~~statements ~~convertible~~involve ~~promissory~~risks ~~note~~and uncertainties. ~~The~~Our ~~shares~~actual ~~were~~results ~~issued~~could ~~free~~differ materially from the results described in or implied by these forward-looking statements as a result of ~~any~~various ~~restrictions~~factors, ~~pursuant~~including tothose ~~Rule~~discussed ~~144~~below and elsewhere in this report, particularly under the ~~Securities~~headings ~~Act~~“Special Note Regarding Forward-Looking Statements.”

·Unless Onthe ~~February~~context 5,otherwise ~~2014~~suggests, “we ~~issued 11~~,~~200,000~~” ~~post reverse split shares of~~ “our,” ~~common~~“us,” ~~stock~~and tosimilar ~~JMJ Financial~~terms, as awell ~~result~~as ofreferences ~~their notice~~ to ~~convert~~“VOIS” $7and “Mind Solutions,~~392~~” ofall ~~principle~~refer onto ~~their~~Mind ~~outstanding~~Solutions ~~convertible~~as ~~promissory~~of ~~note.~~the ~~The~~date ~~shares were issued free~~ of ~~any~~this ~~restrictions pursuant to Rule 144 under the Securities Act~~report.

·The Onregistrant ~~February~~has ~~10,~~developed ~~2014,~~three wesoftware applications ~~issued~~which ~~16,200,000~~are ~~post~~compatible ~~reverse~~with ~~split~~the ~~shares~~Emotiv ofEEG ~~our~~headsets ~~common~~currently ~~stock~~on the market. The registrant has recently developed and brought to ~~JMJ~~market ~~Financial~~a Brain-Computer-Interface (BCI) called "NeuroSync", aswhich aallows ~~result~~the ofuser to operate thought-controlled applications on their ~~notice~~mobile tosmart ~~convert~~phone ~~$10,692~~devices ofas ~~principle~~well as on traditional PC computers. This BCI receives electrical impulses from the brain and allows the user to control actions on their ~~outstanding~~smart ~~convertible~~phones ~~promissory~~and ~~note~~PC computers through the power of thought. The technology ~~shares~~involves ~~were~~the ~~issued~~use ~~free~~ of ~~any~~a ~~restrictions~~wireless ~~pursuant~~headset, which detects brainwaves on both the conscious and non-conscious level. This revolutionary neural processing technology makes it possible for computers to ~~Rule~~interact ~~144~~directly ~~under~~with the ~~Securities~~human ~~Act~~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.

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

·As Onof ~~February~~December 2731, ~~2014~~2015, weMind ~~issued~~Solutions had ~~20,000,000~~an ~~post~~accumulated ~~reverse~~deficit ~~split~~of ~~shares~~$26,952,305. ofAlso, ~~our~~during ~~common~~the ~~stock~~year toended ~~JMJ~~December ~~Financial~~31, as2015, awe ~~result~~used ofnet ~~their~~cash ~~notice~~of ~~to convert~~ $12596,~~000~~203 offor ~~principle on their outstanding convertible promissory note~~operating activities. ~~The~~These ~~shares~~factors ~~were~~raise ~~issued~~substantial ~~free~~doubt ofabout ~~any~~our ~~restrictions~~ability ~~pursuant~~ to ~~Rule~~continue ~~144~~as ~~under~~a ~~the~~going ~~Securities Act~~concern.

·While Onwe ~~April~~are 3,attempting ~~2014,~~to wecommence operations ~~issued~~and 14generate revenues,~~363,704~~ ~~post~~our ~~reverse~~cash ~~split~~position ~~shares~~may not be significant enough to support our daily operations. Management intends to raise additional funds by way of an offering of our ~~common~~securities. ~~stock~~Management believes that the actions presently being taken to ~~JMJ~~further ~~Financial,~~implement our business plan and generate revenues provide the opportunity for Mind Solutions to continue as a going ~~result~~concern. While we believe in the viability of ~~their~~our ~~notice~~strategy to ~~convert~~generate ~~$8,618~~revenues ofand ~~principle~~in onour ~~their~~ability ~~outstanding~~to ~~convertible~~raise ~~promissory~~additional ~~note~~funds, we may not be successful. ~~The~~Our ~~shares~~ability ~~were~~to ~~issued~~continue ~~free~~as ofa ~~any~~going ~~restrictions~~concern ~~pursuant~~is dependent upon our capability to ~~Rule~~further ~~144~~implement ~~under~~our business ~~the~~plan ~~Securities~~and ~~Act~~generate revenues.

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

·Year OnEnded ~~July~~December 1531, ~~2014,~~2015 ~~we issued 16,407,407 post reverse split shares of our common stock~~ Compared to ~~JMJ~~Year ~~Financial,~~Ended asDecember ~~a result of their notice to convert $15~~31,~~751~~ ~~of principle on their outstanding convertible promissory note~~2014. ~~The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.~~

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

·During Onthe ~~November~~years 10ended December 31, 2015 and 2014, we ~~issued~~had little 18revenue. In the years ended December 31,~~062~~ 2015 and 2014,~~673~~ ~~post~~we ~~reverse~~had ~~split~~revenues ~~shares~~from the sale of our ~~common~~software ~~stock~~products toin ~~JMJ~~the ~~Financial~~amounts of $19,838 asand a$534 ~~result~~which was an increase of ~~their~~$19,304. ~~notice~~In tothe ~~convert~~years ~~$28~~ended December 31,~~178~~ 2015 and 2014, we had services revenues of ~~principle~~$0 onand ~~their~~$100,000 ~~outstanding~~which ~~convertible~~was ~~promissory~~a ~~note~~decrease of $100,000. The ~~shares~~service revenues prior were ~~issued~~from ~~free~~a ofconsulting ~~any~~agreement ~~restrictions~~in ~~pursuant~~which tothe Company ~~Rule~~was ~~144~~paid ~~under~~in stock of the client. Therefore, we classified the stock as a Marketable Securities: ~~Act~~Available for Sale asset in which we revalued at each reporting date based on the closing stock price. The client’s stock price has greatly decreased since receiving the stock, so we have recorded an impairment loss of $99,080.

·During Onthe years ended December 2931, 2015 and 2014, we ~~issued~~had ~~66,000,000~~cost ~~post~~of ~~reverse~~sales ~~split shares~~ of ~~our~~$0 ~~common~~and ~~stock~~$174 towhich ~~JMJ~~was ~~Financial, as~~ a ~~result~~increase of ~~their~~$174. ~~notice~~Our tocost ~~convert $19,800~~ of ~~principle~~sales onis ~~their~~primarily ~~outstanding~~made ~~convertible~~up ~~promissory note. The shares were issued free~~ of ~~any~~the cost ~~restrictions pursuant~~ to ~~Rule~~produce ~~144~~and ~~under~~distribute ~~the~~our ~~Securities~~software ~~Act~~applications.

Gel Properties, LLC. In 2014, we executed various Securities Purchase Agreements with Gel Properties, LLC, whereby we issued convertible promissory notes to Gel Properties, LLC bearing interest on the unpaid balance at the rate of 10 percent. We issued 104,836,148 post reverse split shares of our common stock to Gel Properties, LLC, in connection with the conversions of the convertible promissory notes as follows:25

20Operating Expenses.

·Consulting OnFees. ~~August~~For ~~18,~~the ~~2014,~~year ended weDecember ~~issued~~31, 72015,~~575,758~~ ~~post~~consulting ~~reverse~~expense ~~split~~increased ~~shares of our common stock~~ to ~~Gel Properties~~$2, ~~LLC~~845,143 as acompared ~~result~~to of$2,197,952 ~~their~~from ~~notice~~the toprior ~~convert~~year $5ended December 31,~~000~~ of2014 ~~principle~~which onwas ~~their~~a ~~outstanding~~increase ~~convertible~~of ~~promissory note~~$647,191. The ~~shares~~increase ~~were~~was ~~issued~~primarily ~~free~~the result of ~~any~~more ~~restrictions~~stock ~~pursuant~~being issued to ~~Rule~~consultants ~~144~~for services ~~under~~rendered to the ~~Securities Act~~Company.

·Officer OnCompensation. ~~August~~For 20the year ended December 31, ~~2014~~2015, officer wecompensation ~~issued~~increased 13to $1,~~223~~006,~~140~~130 ~~post~~as ~~reverse~~compared ~~split~~to ~~shares~~$155,000 offrom ~~our~~the ~~common~~prior ~~stock~~year toended ~~Gel~~December ~~Properties~~31, ~~LLC,~~2014 aswhich awas ~~result~~an increase of ~~their~~$851,130. ~~notice~~Officer compensation increased due to ~~convert~~additional ~~$8,000~~stock ofbeing ~~principle~~issued onto ~~their~~our ~~outstanding~~sole ~~convertible~~officers ~~promissory~~as ~~note~~compensation for services. ~~The~~In ~~shares~~the ~~were~~year ~~issued~~ended ~~free~~December of31, ~~any~~2014, ~~restrictions~~our ~~pursuant~~sole toofficer ~~Rule~~received ~~144~~$155,000 ~~under~~cash ~~the~~as ~~Securities Act~~compensation.

·Professional OnFees. ~~August~~For 25the year ended December 31, ~~2014~~2015, weprofessional ~~issued~~fees 12decreased to $177,~~727,273~~509 ~~post~~as ~~reverse~~compared ~~split~~to ~~shares~~$201,595 offrom ~~our~~the ~~common~~prior ~~stock~~year toended ~~Gel~~December ~~Properties~~31, 2014 ~~LLC,~~which aswas a ~~result~~decrease of ~~their notice to convert~~ $727,~~000~~825. ofProfessional ~~principle~~fee onexpense ~~their~~decreased ~~outstanding~~slightly ~~convertible~~due ~~promissory~~to ~~note.~~decrease ~~The~~in ~~shares~~accounting ~~were~~and ~~issued~~legal ~~free~~fees due ofto ~~any~~decreased ~~restrictions~~reliance ~~pursuant~~and toneed ~~Rule~~on ~~144 under~~ the ~~Securities~~legal ~~Act~~front.

·Research Onand ~~September~~Development. 1,For the ~~2014,~~year weended ~~issued~~December 1431,~~491,795~~ ~~post~~2015 ~~reverse~~we ~~split~~incurred ~~shares~~costs of ~~our common stock to Gel Properties~~$151,773 ~~LLC,~~ as awe ~~result~~refined ofour ~~their~~head ~~notice to convert $5,000 of principle on their outstanding convertible promissory note~~set. ~~The~~There ~~shares~~ were ~~issued~~no ~~free~~costs ofin ~~any restrictions pursuant to Rule 144 under the Securities Act~~2014.

·General Onand ~~September~~Administrative 3,Expense. For ~~2014,~~the weyear ~~issued~~ended 23December 31,~~863~~ 2015,~~636~~ ~~post~~general ~~reverse~~and ~~split~~administrative ~~shares~~expenses ofincreased ~~our common stock~~ to ~~Gel Properties~~$79,031 ~~LLC,~~ as acompared ~~result~~to of$54,012 ~~their~~from ~~notice~~the prior toyear ~~convert~~ended ~~$10~~December 31,~~000~~ of2013 ~~principle~~which onwas ~~their~~an ~~outstanding~~increase ~~convertible~~of ~~promissory note~~$5,449. ~~The~~For ~~shares~~the ~~were~~years ~~issued~~ended ~~free~~December of31, ~~any~~2014, ~~restrictions~~and ~~pursuant~~2013, togeneral ~~Rule~~and administrative ~~144~~expenses ~~under~~consisted of the ~~Securities Act.~~following:

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

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

·Advertising. OnFor ~~September~~the ~~11,~~year ~~2014~~ended December 31, ~~we issued 10~~2015,~~227,273~~ ~~post~~advertising ~~reverse~~expense ~~split~~amounted ~~shares of our common stock~~ to ~~Gel Properties~~$30,384 ~~LLC,~~ as acompared ~~result of their notice~~ to ~~convert~~ $511,~~000~~815 offor ~~principle~~the onyear ~~their~~ended ~~outstanding~~December ~~convertible~~31, ~~promissory note~~2014. The ~~shares~~increase was ~~were~~due ~~issued free of any restrictions pursuant~~ to ~~Rule~~additional ~~144~~funds ~~under~~being ~~the~~spent ~~Securities~~on ~~Act~~web development.

LGEdgarizing&XBRL. ~~Capital~~For ~~Funding, LLC.~~the Inyear ~~2014,~~ended weDecember ~~executed various Securities Purchase Agreements with LG Capital Funding~~31, ~~LLC~~2015, ~~whereby~~edgarizing weand ~~issued~~XBRL ~~convertible~~expense ~~promissory notes~~amounted to ~~with LG Capital Funding~~$27,771 ~~LLC~~as ~~bearing~~compared ~~interest~~to on$17,353 ~~the~~for ~~unpaid balance at~~ the ~~rate~~year ofended 10December 31, ~~percent~~2014. We ~~issued~~incurred ~~145,117,267 post~~more ~~reverse~~costs ~~split~~as ~~shares~~a result of ~~our~~additional ~~common~~issuance ~~stock to with LG Capital Funding, LLC, in connection with the conversions~~ of ~~the~~ convertible ~~promissory~~ ~~notes~~debt assatisfaction ~~follows:~~shares.

·Depreciation. OnFor ~~August~~the 3,year ~~2014~~ended December 31, ~~we issued 23~~2015,~~872,976~~ ~~post~~depreciation ~~reverse~~expense ~~split~~amounted ~~shares of our common stock~~ to ~~with~~$769 ~~LG Capital Funding, LLC,~~ as acompared ~~result of their notice~~ to ~~convert~~ $152,~~000~~577 offor ~~principle~~the ~~and~~year ~~$756~~ended ofDecember ~~accrued~~31, ~~interest on their outstanding convertible promissory note~~2014. ~~The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.~~

·Other OnExpense. ~~August~~For ~~27,~~the ~~2014,~~year weended December ~~issued~~31, 232015,~~991,282~~ ~~post~~other ~~reverse~~expenses ~~split~~which ~~shares~~includes ofrepairs ~~our~~and ~~common~~maintenance, ~~stock~~postage, todues ~~with~~and ~~LG Capital Funding~~subscriptions, ~~LLC~~supplies, asetc. ~~a result of their notice~~ amounted to ~~convert~~ $1020,~~000~~107 ofas ~~principle~~compared ~~and~~to $~~556~~22,441 offor ~~accrued~~the ~~interest~~year onended ~~their~~December ~~outstanding~~31, ~~convertible promissory note~~2014. ~~The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.~~

·Net OnLoss. ~~August~~Our ~~28,~~net ~~2014,~~loss wefrom ~~issued~~operations increased 36to $6,~~801~~001,~~432~~554 ~~post~~for ~~reverse~~the ~~split~~year ~~shares~~ended ofDecember ~~our~~31, ~~common~~2015 ~~stock~~compared to ~~with~~a LGprofit ~~Capital~~in ~~Funding,~~2014 ~~LLC, as a result~~ of ~~their notice to convert~~ $152,~~100~~338,997. ofThe ~~principle~~profit ~~and~~in ~~$93~~2014 ofwas mainly ~~accrued~~due ~~interest~~to ona ~~their~~derivative ~~outstanding~~adjustment ~~convertible~~of ~~promissory~~income ~~note.~~of ~~The~~$5,000,377 ~~shares~~in ~~were~~that ~~issued~~year ~~free~~as ofopposed ~~any restrictions pursuant~~ to ~~Rule~~a ~~144~~loss ~~under~~on ~~the~~derivative ~~Securities~~of ~~Act~~$1,146,684 in 2015.

· On September 11, 2014, we issued 20,404,607 post reverse split shares of our common stock to with LG Capital Funding, LLC, as a result of their notice to convert $8,900 of principle and $78 of accrued interest on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.26

21Interest Expense. For the year ended December 31, 2015, interest expense increased to $611,243 as compared to $57,139 for the year ended December 31, 2014. The increase was due to additional original issue discount and market to market adjustments interest expense incurred on the convertible notes payable funded in 2015.

·Gain/(Loss) Onon ~~September~~Derivative Adjustment. ~~29,~~For ~~2014,~~the weyear ~~issued~~ended 20December 31,~~018~~ 2014,~~266~~ ~~post~~the ~~reverse~~Company ~~split~~had ~~shares~~a ofgain ~~our~~on ~~common~~derivative ~~stock~~adjustment toof ~~with LG Capital Funding~~$5, ~~LLC~~000,377 as compared with a ~~result~~loss ofon ~~their~~derivative ~~notice~~adjustment toof ~~convert~~ $201,~~000~~146,684 offor ~~principle~~the onyear ~~their~~ended ~~outstanding~~December ~~convertible~~31, ~~promissory note~~2015. The ~~shares~~decrease ~~were~~in ~~issued~~the ~~free~~fair value of ~~any~~the ~~restrictions~~derivative ~~pursuant~~liability calculated using the Multi-Nomial Lattice Model pertaining to ~~Rule~~our outstanding ~~144~~convertible ~~under~~notes payable caused the ~~Securities~~gain/(loss) ~~Act~~on derivative adjustment.

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

~~WHC~~Our ~~Capital,~~future ~~LLC.~~operating Inresults ~~2014,~~may vary wesignificantly ~~executed~~from ~~various~~quarter ~~Securities~~to ~~Purchase~~quarter ~~Agreements~~due ~~with~~to ~~WHC~~a ~~Capital,~~variety ~~LLC~~of factors, ~~whereby~~many weof ~~issued~~which ~~convertible~~are ~~promissory~~outside ~~notes~~our tocontrol. ~~with~~Our anticipated expense ~~WHC~~levels ~~Capital~~are based, ~~LLC~~in ~~bearing~~part, ~~interest~~ on ~~the~~our ~~unpaid~~estimates ~~balance~~of atfuture ~~the~~revenues ~~rate~~and ofmay 12vary ~~percent~~from projections. We ~~issued~~may 32be unable to adjust spending rapidly enough to compensate for any unexpected revenues shortfall. Accordingly,~~000,000~~ ~~post~~any ~~reverse~~significant ~~split~~shortfall ~~shares~~in revenues in relation ofto our ~~common~~planned ~~stock~~expenditures towould ~~with~~materially ~~WHC~~and ~~Capital~~adversely affect our business, ~~LLC~~operating results, inand ~~connection~~financial ~~with~~condition. ~~the~~Further, we ~~conversions~~believe that period-to-period comparisons of ~~the~~our ~~convertible~~operating ~~promissory~~results ~~notes~~are asnot ~~follows:~~necessarily a meaningful indication of future performance.

·Liquidity Onis ~~December~~the 9,ability ~~2014, we issued 32,000,000 post reverse split shares~~ of ~~our~~a ~~common stock~~ company to ~~with~~generate ~~WHC~~adequate ~~Capital,~~amounts ~~LLC, as a result~~ of ~~their~~cash ~~notice~~ to ~~convert~~meet ~~$24,000~~its ofneeds ~~principle~~for ~~on their outstanding convertible promissory note~~cash. The ~~shares~~following ~~were~~table ~~issued~~provides ~~free~~certain ofselected ~~any~~balance ~~restrictions~~sheet ~~pursuant~~comparisons between toDecember ~~Rule~~31, ~~144~~2015, ~~under~~and ~~the Securities Act~~2014.

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

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

·At OnDecember ~~November 27~~31, ~~2014~~2015, ~~we issued 37,142,857 post reverse split shares of~~ our ~~common~~working ~~stock~~capital deficit todecreased ~~with ARRG Corp.,~~ as acompared ~~result of their notice~~ to ~~convert~~December ~~$50~~31,~~000~~ ~~of principle and $2~~2014,~~000~~ ofprimarily ~~accrued~~as ~~interest~~a onresult ~~their outstanding convertible promissory note. The shares were issued free~~ of ~~any~~a ~~restrictions~~decrease ~~pursuant~~in toprepaid ~~Rule 144 under the Securities Act.~~expenses

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

·Net Oncash ~~October~~used ~~17,~~for ~~2014,~~continuing weoperating activities ~~issued~~during ~~37,166,878~~fiscal ~~post~~2015 ~~reverse~~was ~~split~~$618,075 ~~shares~~as ofcompared ~~our common stock~~ to ~~with Caesar Capital Group~~$959,099 ~~LLC,~~for asfiscal a2014. ~~result~~Non-cash ofitems ~~their~~totaling ~~notice~~approximately ~~to convert~~ $501,~~000 of principle and $2~~409,~~034~~011 contributing ofto ~~accrued~~the ~~interest~~net oncash ~~their~~used ~~outstanding~~in ~~convertible~~continuing ~~promissory~~operating ~~note.~~activities ~~The~~for ~~shares~~fiscal ~~were~~2015 ~~issued free of any restrictions pursuant to Rule 144 under the Securities Act.~~include:

~~KBM Worldwide~~$320,220 ~~Inc.~~representing ~~In 2014, we executed various Securities Purchase Agreements with KBM Worldwide Inc., whereby we issued convertible promissory notes to with KBM Worldwide Inc. bearing interest on~~ the ~~unpaid~~value ~~balance at the rate~~ of 8shares ~~percent. We~~ issued ~~45,948,276 post reverse split shares of our common stock~~ to ~~with~~consultants ~~KBM~~and ~~Worldwide Inc., in connection with the conversions of the convertible promissory notes as follows:~~officers;

· On November 8, 2014, we issued 15,000,000 post reverse split shares of our common stock to with KBM Worldwide Inc., as a result of their notice to convert $15,000 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.27

22$1,146,684 of loss on derivative adjustment;

~~· On November 17, 2014, we issued 17,500,000 post reverse split shares of our common stock to with KBM Worldwide Inc., as a result of their notice to convert~~ $17(3,~~500~~938) of ~~principle~~available-for-sale onsecurities ~~their~~received ~~outstanding~~for ~~convertible~~service ~~promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.~~revenues;

~~· On November 19, 2014, we issued 13,448,276 post reverse split shares of our common stock to with KBM Worldwide Inc., as a result of their notice to convert~~ $10585,~~000~~065 of ~~principle~~original ~~and~~issue ~~$1,700 of accrued interest on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.~~discount;

~~Cicero~~$769 Consulting Group, LLC. In 2014, we executed various Securities Purchase Agreements with Cicero Consulting Group, LLC, whereby we issued convertible promissory notes to with Cicero Consulting Group, LLC bearing interest on the unpaid balance at the rate of 8depreciation; ~~percent.~~and ~~We issued 131~~$2,~~078~~324,~~431~~267 ~~post~~decrease ~~reverse split shares of our common stock to with Cicero Consulting Group, LLC,~~ in ~~connection~~prepaid ~~with~~expense ~~the~~and ~~conversions of the convertible promissory notes as follows:~~inventory

~~· On November 17, 2014, we issued 29,411,764 post reverse split shares of our common stock to with Cicero Consulting Group, LLC, as a result of their notice to convert~~ $5060,~~000~~528 ofincrease ~~principle~~in onaccounts ~~their outstanding convertible promissory note~~payable. ~~The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.~~

· Net Oncash ~~December~~used ~~16,~~for ~~2014,~~continuing weoperating activities ~~issued~~during ~~41,666,667~~fiscal ~~post~~2014 ~~reverse~~was ~~split~~$705,293. ~~shares~~Non-cash ofitems ~~our~~totaling ~~common~~approximately ~~stock to with Cicero Consulting Group~~$3, ~~LLC~~037,868 ascontributing ~~a result of their notice~~ to ~~convert~~the ~~$50,000~~net ofcash ~~principle~~used in oncontinuing ~~their~~operating ~~outstanding~~activities ~~convertible~~for ~~promissory~~fiscal ~~note.~~2014 ~~The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.~~include:

~~· On February 11~~$805,096 ~~2015,~~representing wethe ~~issued~~value ~~50,000,000~~of ~~post reverse split~~ shares ofissued ~~our common stock~~ to ~~with~~consultants ~~Cicero~~and ~~Consulting~~officers; ~~Group~~$1, ~~LLC~~823,156 ~~as a result~~ of ~~their~~derivative ~~notice to convert $50,000 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.~~gain;

~~Iconic Holdings~~$50, LLC. In 2014, we executed various Securities Purchase Agreements with Iconic Holdings, LLC, whereby we issued convertible promissory notes to with Iconic Holdings, LLC, bearing interest on the unpaid balance at the rate of 8 percent. We issued 68,750,000 ~~post reverse split shares~~ of ~~our~~available-for-sale ~~common~~securities ~~stock to with Iconic Holdings, LLC, in connection with the conversions of the convertible promissory notes as follows:~~compensation;

~~· On December 27~~$2, ~~2014~~078,807 weincrease ~~issued~~in ~~68,750,000~~prepaid post reverse split shares of our common stock to with Iconic Holdings, LLC, as a result of their notice to convert $27,500 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.expenses

~~We issued 237~~$2,~~603,815~~577 ~~post reverse split shares~~ of ~~our~~depreciation; ~~common stock to consultants~~ and ~~others, as follows;~~

~~· On November 4, 2012, we issued~~ $5,~~000~~695 ~~post~~increase ~~reverse split shares of our common stock to James Mahony for consulting services rendered~~ in ~~the~~accounts ~~year ended December 31, 2012~~payable. ~~The shares issued to Mr. Mahony were restricted in their transfer as required by the Securities Act.~~

· On November 14, 2012, we issued 98,000 post reverse split shares of our common stock to Kerry Driscoll as a result of a cash payment of $50,000, in connection with the merger of Mind Solutions, Inc. and VOIS, Inc. The shares issued to Mr. Driscoll were restricted in their transfer as required by the Securities Act.28

·Investing On November 15, 2012, we issued 100 post reverse split shares of our common stock to JT Trading for consulting services rendered in the year ended December 31, 2012. The shares issued to JT Trading were restricted in their transfer as required by the Securities Act.Activities

23Net cash used in investing activities was $0 and $2,936 in fiscal 2015 and 2014.

·Financing On November 15, 2012, we issued 250 post reverse split shares of our common stock to Kyle Spiewek for consulting services rendered in the year ended December 31, 2012. The shares issued to Mr. Spiewek were restricted in their transfer as required by the Securities Act.Activities

·For Onthe year ended December 1231, ~~2012~~2015, wenet ~~issued~~cash ~~100~~provided ~~post~~by ~~reverse~~financing ~~split~~activities ~~shares~~was of$488,111 ~~our~~which ~~common~~consisted ~~stock~~of to$463,111 ~~Jeff~~in ~~Dashefsky~~proceeds ~~for~~from convertible ~~consulting~~notes ~~services~~and ~~rendered~~$25,000 in proceeds from a promissory note. For the year ended December 31, ~~2012.~~2014, ~~The~~net ~~shares~~cash ~~issued~~provided toby ~~Mr.~~financing activities ~~Dashefsky~~was ~~were~~$774,000 ~~restricted~~which inconsisted ~~their~~of ~~transfer~~proceeds asfrom ~~required~~convertible ~~by the Securities Act~~notes.

·Critical ~~Pursuant~~Accounting toEstimates a License Agreement dated December 18, 2012, on December 18, 2012, we issued 3,500 post reverse split shares of our common stock to Mind Technologies, Inc. The shares issued to Mind Technologies, Inc. were restricted in their transfer as required by the Securities Act.and Policies

·Our Onfinancial ~~March~~statements ~~22,~~and ~~2013,~~accompanying notes weare ~~issued~~prepared ~~4,000~~in ~~post~~accordance ~~reverse~~with ~~split~~generally ~~shares~~accepted ofaccounting ~~our~~principles ~~common~~in ~~stock~~the toUnited ~~Larry~~States. ~~Simon~~Preparing ~~for~~financial ~~consulting~~statements requires ~~services~~management ~~rendered~~to inmake estimates and assumptions that impact the ~~year~~reported ~~ended~~amounts ~~December~~of 31assets, ~~2013~~liabilities, revenue, and expenses. These ~~The~~estimates ~~shares~~and ~~issued~~assumptions toare ~~Mr.~~affected ~~Simon~~by ~~were~~management’s ~~restricted~~application inof ~~their~~accounting ~~transfer~~policies. asCritical ~~required~~accounting bypolicies include ~~the~~revenue ~~Securities~~recognition ~~Act~~and impairment of long-lived assets.

·We ~~Pursuant~~recognize torevenue ain ~~Consulting~~accordance ~~Agreement~~with Staff ~~dated~~Accounting ~~March~~Bulletin ~~18,~~No. ~~2013~~101, on“Revenue ~~March~~Recognition ~~22,~~in ~~2013,~~Financial weStatements.” ~~issued~~Sales ~~15,000~~are ~~post~~recorded ~~reverse~~when ~~split~~products are ~~shares~~shipped ~~of our common stock~~ to ~~Relaunch~~customers. ~~Consulting~~Provisions ~~Group~~ for ~~consulting~~discounts ~~services~~and ~~rendered~~rebates into ~~the year ended December 31~~customers, ~~2013.~~estimated ~~The~~returns ~~shares~~and ~~issued~~allowances toand ~~Relaunch~~other ~~Consulting~~adjustments are ~~Group~~provided ~~were~~for ~~restricted~~ in ~~their~~the ~~transfer~~same asperiod ~~required~~the byrelated ~~the~~sales ~~Securities~~are ~~Act~~recorded.

·ot Onrequired ~~April~~to ~~11,~~provide ~~2013,~~the weinformation required ~~issued~~by ~~10,625~~this ~~post~~Item ~~reverse-split~~as ~~shares~~it ofis ~~our~~a ~~common~~"smaller ~~stock~~reporting ~~to Brent Fouch~~company," ~~which~~as ~~were~~defined ~~issued~~by ~~free of any restrictions pursuant to~~ Rule ~~144 under the Securities Act~~229. ~~The shares were issued resulting from the conversion of the Convertible Promissory Note dated December 31, 2010~~10(f)(1).

·Stock-Based On June 16, 2013, we issued 15,000 post reverse split shares of our common stock to Mind Technologies, Inc. pursuant to an Asset Purchase Agreement. The shares issued to Mind Technologies, Inc. were restricted in their transfer as required by the Securities Act.Compensation

·We Onrecognize ~~August~~compensation ~~23,~~cost ~~2013,~~for ~~pursuant~~stock-based awards tobased anon ~~Officer~~the ~~Agreement,~~estimated wefair ~~issued~~value ~~238,000 post reverse split shares~~ of ~~our~~the ~~common~~award ~~stock~~on todate ~~Jeff Dashefsky in consideration for services rendered by Mr. Dashefsky as an officer~~ of ~~VOIS, Inc~~grant. ~~since~~We ~~April~~measure 4,compensation ~~2011,~~cost ~~and~~at tothe begrant ~~rendered~~date ~~throughout~~based on the ~~one~~fair ~~year~~value ~~term~~ of the ~~Officer~~award ~~Agreement,~~and asrecognize ~~full~~ compensation incost ~~lieu~~upon ofthe ~~cash~~probable ~~payment~~attainment ~~for~~of ~~services.~~a ~~The~~specified ~~shares~~performance ~~issued~~condition or toover ~~Mr.~~a ~~Dashefsky~~service ~~were restricted in their transfer as required by the Securities Act~~period.

·Recently ~~Pursuant~~Issued toAccounting a Consulting Agreement dated November 11, 2013, on November 11, 2013, we issued 1,500,000 post reverse split shares of our common stock to Mirador Consulting LLC for consulting services rendered in the year ended December 31, 2013. The shares issued to Mirador Consulting LLC were restricted in their transfer as required by the Securities Act.Pronouncements

·There ~~Pursuant~~are tonone athat ~~Consulting~~have ~~Agreement~~an ~~dated~~impact ~~November 11, 2013,~~ on ~~November 25, 2013, we issued 200,000 post reverse split shares of our common stock to First Swiss Capital, Inc. for consulting services rendered in~~ the ~~year~~financial ~~ended December 31, 2013~~statements. ~~The shares issued to First Swiss Capital, Inc. were restricted in their transfer as required by the Securities Act.~~

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

·We Ondo ~~January~~not 6,have ~~2014,~~any weoff-balance ~~issued 100,000,000 post reverse split shares of our common stock to Kerry Driscoll pursuant to a Consulting Agreement dated December 25, 2013~~sheet arrangements. ~~The shares issued to Mr, Driscoll were restricted in their transfer as required by the Securities Act.~~

·Item Pursuant to a Consulting Agreement dated November 11, 2013, on January 15, 2014, we issued 6,000,000 post reverse split shares of our common stock to Mirador Consulting LLC for consulting services to be rendered in the year ended December 31, 20147A. ~~The~~Quantitative ~~shares~~and ~~issued~~Qualitative toDisclosures ~~Mirador~~About ~~Consulting~~Market ~~LLC were restricted in their transfer as required by the Securities Act~~Risk.

24Not applicable.

·Item ~~On March 14, 2014, we issued 11,627,907 post reverse split shares of our common stock to Monster Arts, Inc~~8. ~~for~~Financial ~~consulting~~Statements ~~services~~and ~~pursuant~~Supplementary ~~to a Consulting Agreement dated February 12, 2014~~Data. ~~The shares issued to Monster Arts, Inc. were restricted in their transfer as required by the Securities Act.~~

· On March 18, 2014, we issued 5,000,000 post reverse split shares of our common stock to Brett Cusick pursuant to a Consulting Agreement dated March 18, 2014. The shares issued to Mr. Cusick were restricted in their transfer as required by the Securities Act.29

·The Onfinancial ~~March~~statements ~~19,~~and ~~2014,~~related notes weare ~~issued~~included toas ~~Premier~~part ~~Venture Partners, LLC, a California limited liability company, 12,765,957 shares~~ of ~~our~~this ~~common~~report ~~stock~~ as ~~Initial~~indexed ~~Commitment Shares~~ in ~~connection~~the ~~with~~appendix anon ~~Equity~~page ~~Purchase Agreement dated March 11~~F-1, ~~2014.~~et ~~The shares issued to Premier Venture Partners were restricted in their transfer as required by the Securities Act~~seq. ~~See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Subsequent Events.”~~

·Item ~~On May 11, 2014, we issued 5,000,000 post reverse split shares of our common stock to IN2NE Corp~~9. ~~pursuant~~Changes toin aand ~~Consulting~~Disagreements ~~Agreement~~with ~~dated~~Accountants ~~May~~on ~~11,~~Accounting ~~2014.~~and ~~The~~Financial ~~shares issued to IN2NE Corp~~Disclosure. ~~were restricted in their transfer as required by the Securities Act.~~

·During Onthe ~~June~~last 2,two ~~2014~~fiscal years, we have ~~issued~~had ~~15,000,000~~no ~~post~~disagreements ~~reverse-split~~with ~~shares of~~ our ~~common~~accountants ~~stock~~on toaccounting ~~Dr.~~and ~~Gordon~~financial ~~Chiu~~disclosure. ~~The shares issued to Dr. Chiu were restricted in their transfer as required by the Securities Act.~~

·Resignation Onof ~~August~~Certifying ~~28,~~Accountants. In ~~2014,~~2015 we ~~issued~~accepted ~~30,000,000~~the ~~post~~resignation ~~reverse split shares~~ of ~~our~~Terry ~~common~~l ~~stock~~Johnson to(Johnson) ~~Brent~~from ~~Fouch~~his ~~pursuant~~engagement to abe ~~Consulting~~the ~~Agreement~~independent ~~dated~~certifying ~~August~~accountant for ~~20,~~Mind ~~2014~~Solutions. ~~The shares issued to Mr, Fouch were restricted in their transfer as required by the Securities Act.~~

·In On2015, ~~September~~the ~~30,~~Public ~~2014,~~Company weAccounting Oversight ~~issued~~Board ~~30,000,000~~(“PCAOB”) ~~post~~revoked ~~reverse~~the ~~split~~registration ~~shares~~of Johnson due to its violations of ~~our~~PCAOB ~~common~~rules ~~stock~~and toauditing ~~Noah~~standards in ~~Fouch~~auditing ~~pursuant~~the tofinancial astatements ~~Consulting~~and ~~Agreement~~PCAOB ~~dated~~rules ~~September~~and 2,quality ~~2014.~~control ~~The~~standards ~~shares~~with ~~issued~~respect to ~~Mr,~~Johnsons’ ~~Fouch~~clients; ~~were~~Mind Solutions ~~restricted~~was innot ~~their~~one ~~transfer~~of asthe ~~required~~clients byfor ~~the~~which ~~Securities~~Johnson ~~Act~~was sanctioned.

AsEngagement ~~stated above, beginning in 2010 and continuing into 2014, there were several agreements executed between Mind Solutions, Inc. and its predecessors with Brent Fouch, one~~ of ~~the~~Certifying ~~officers of a predecessor~~Accountants.In ~~Mr.~~2015 ~~Fouch~~we ~~had loaned the sum of $347,292 to the predecessor of Mind Solutions for~~engaged ~~working~~Patrick ~~capital~~Heyn ~~purposes.~~(Heyn) ~~Mr.~~as ~~Fouch~~our ~~subsequently~~independent ~~assigned~~accountants ~~some of the notes~~ to ~~Magna~~report ~~Group,~~on ~~LLC.~~our ~~See~~balance ~~“Item~~sheet ~~13. Certain Relationships and Related Transactions and Director Independence – Transactions with Brent Fouch.” On June 5, 2013, in an Assignment Agreement between Mr. Fouch,~~ as ~~assignor, Magna Group, LLC, as assignee, and VOIS, Inc., Mr. Fouch assigned to Magna Group, LLC $106,324~~ of ~~the Convertible Promissory Note dated~~ December 31, ~~2010,~~2015 ~~issued~~and ~~by Mind Solutions~~2014, ~~Inc.~~and ~~in favor of Brent Fouch, in~~ the ~~amount of $157,324.06. Mr. Fouch retained $51,000.06 of the Convertible Promissory Note dated December 31, 2010, which was~~related ~~converted~~combined ~~into~~statements ~~10,625 shares~~ of ~~our common stock~~income, ~~pursuant~~stockholders’ toequity ~~a Debt Conversion Agreement dated April 4, 2013, by~~ and ~~between~~cash ~~Brent~~flows ~~Fouch~~for ~~and~~the ~~VOIS,~~years ~~Inc~~then ended. The ~~shares~~decision ~~issued~~ to ~~Mr.~~appoint ~~Fouch~~Heyn ~~were~~was ~~restricted~~approved ~~in their transfer as required~~ by ~~the~~our ~~Securities~~board ~~Act~~of directors.

~~Our~~During ~~unregistered~~our ~~securities~~two ~~were~~most ~~issued in~~recent ~~reliance~~fiscal ~~upon~~years and anany ~~exemption~~subsequent ~~from~~interim ~~registration~~period ~~pursuant~~prior to ~~Section~~the ~~4(a)(2)~~engagement of ~~the~~Heyn, ~~Securities~~neither ~~Act~~we ornor ~~Rule~~anyone ~~506~~on ofour ~~Regulation~~behalf Dconsulted ~~promulgated~~with Heyn regarding ~~under~~either (i) the ~~Securities~~application ~~Act.~~of ~~Each~~accounting ~~investor~~principles ~~took~~to ~~his~~a ~~securities~~specified ~~for~~transaction, ~~investment~~either ~~purposes~~completed ~~without~~or aproposed; ~~view~~or tothe ~~distribution~~type ~~and~~of ~~had access~~audit toopinion ~~information~~that ~~concerning~~might usbe ~~and~~rendered on our ~~business~~financial ~~prospects~~statements, asand ~~required~~either bya ~~the~~written ~~Securities~~report ~~Act.~~was Inprovided ~~addition,~~to ~~there~~us ~~was~~or nooral ~~general~~advice ~~solicitation~~was orprovided ~~advertising~~that ~~for~~ the ~~purchase~~new ofaccountant ~~our~~concluded ~~securities.~~was ~~Our~~an ~~securities~~important ~~were~~factor ~~sold~~considered ~~only~~by tous anin ~~accredited~~reaching ~~investor,~~a decision as ~~defined~~to in the ~~Securities~~accounting, ~~Act~~auditing ~~with~~or ~~whom~~financial wereporting ~~had~~issue; aor ~~direct~~(ii) ~~personal~~any ~~preexisting~~matter ~~relationship,~~that ~~and~~was ~~after~~either athe ~~thorough~~subject ~~discussion.~~of ~~Finally,~~a ~~our~~disagreement ~~stock~~(as ~~transfer~~defined ~~agent~~in paragraph ~~has~~304(a)(1)(iv) ~~been~~and ~~instructed~~the ~~not~~related instructions to ~~transfer~~Regulation ~~any~~S-K) ofor ~~such~~a ~~securities,~~reportable ~~unless~~event ~~such~~(as ~~securities~~described ~~are~~in ~~registered~~paragraph ~~for~~304(a)(1)(v) ~~resale or there is an exemption~~of ~~with~~Regulation ~~respect to their transfer~~S-K).

~~All~~Item of9A. ~~the~~Controls ~~above~~and ~~described investors who received shares of our common stock were provided with access to our filings with the SEC, including the following:~~Procedures.

25See Item 9A(T) below.

·Item ~~The~~9A(T). Controls and ~~information contained in our annual report on Form 10-K under the Exchange Act~~Procedures.

·Evaluation ~~The~~of ~~information~~Disclosure ~~contained~~and inControls and ~~any~~Procedures. ~~reports~~We orcarried ~~documents~~out ~~required~~an toevaluation, beunder ~~filed~~the bysupervision ~~Mind~~and ~~Solutions~~with ~~under~~the ~~sections~~participation ~~13(a)~~of our management, 14including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (aas defined), 14in Exchange Act Rules 13a – 15(c), and 15d – 15(de)). Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of the ~~Exchange~~end of the period ended December 31, 2015, our disclosure controls and procedures were not effective (1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act ~~since~~is recorded, processed, summarized and reported, within the ~~distribution~~time orperiods ~~filing~~specified ofin the SEC’s rules and forms and (2) to ensure that information required to be disclosed by us in the reports ~~specified~~that ~~above~~we file or submit under the Exchange Act is accumulated and communicated to us, including our chief executive and chief financial officers, as appropriate to allow timely decisions regarding required disclosure.

·The Aterm ~~brief~~disclosure ~~description~~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 ~~securities~~in ~~being~~the ~~offered~~reports that it files or submits under the Exchange Act (15 U.S.C. 78a, et seq.) is recorded, processed, summarized and ~~any~~reported, ~~material~~within ~~changes~~the time periods specified in ~~our~~the ~~affairs~~Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that ~~were~~information ~~not~~required to be disclosed by an issuer in the ~~documents~~reports ~~furnished~~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.

~~Purchases of Equity Securities by the Registrant and Affiliated Purchasers~~30

~~There~~Our ~~were~~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 ~~purchases~~matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of ~~our~~the ~~equity~~control system are met. Further, the design of a control ~~securities~~system bymust ~~Mind~~reflect ~~Solutions~~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, ~~affiliated~~within ~~purchasers~~the ~~during~~registrant have been detected. Also, projections of any ~~month~~evaluation ~~within~~of effectiveness to future periods are subject to the ~~fiscal~~risk ~~year~~that ~~covered~~controls bymay ~~this~~become ~~report~~inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Item~~Management’s ~~6. Selected~~Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal ~~Data~~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.

~~Not~~The ~~applicable.~~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:

~~Item~~Pertain ~~7. Management’s Discussion~~to ~~and~~the ~~Analysis~~maintenance of ~~Financial~~records ~~Condition~~that, in reasonable detail, accurately and ~~Results~~fairly reflect the transactions and dispositions of ~~Operations.~~our assets;

~~THE~~Provide ~~FOLLOWING~~reasonable ~~DISCUSSION~~assurance ~~SHOULD~~that BEtransactions ~~READ TOGETHER~~are ~~WITH~~recorded ~~THE~~as ~~INFORMATION~~necessary ~~CONTAINED~~to INpermit ~~THE~~preparation ~~FINANCIAL~~of ~~STATEMENTS~~financial ~~AND~~statements ~~RELATED~~in ~~NOTES~~accordance ~~INCLUDED~~with ~~ELSEWHERE~~generally INaccepted ~~THIS~~accounting ~~ANNUAL~~principles, ~~REPORT ON~~and ~~FORM~~that ~~10-K.~~receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and

~~The~~Provide ~~following~~reasonable ~~discussion~~assurance ~~reflects~~regarding ~~our plan~~prevention ofor ~~operation.~~timely ~~This~~detection ~~discussion~~of ~~should~~unauthorized beacquisition, ~~read~~use inor ~~conjunction~~disposition ~~with~~of the ~~financial~~issuer’s ~~statements~~assets ~~which~~that are attached to this report. This discussion contains forward-looking statements, including statements regarding our expected financial position, business and financing plans. These statements involve risks and uncertainties. Our actual results could ~~differ~~have ~~materially from the results described in or implied by these forward-looking statements as~~ a ~~result~~material ofeffect ~~various~~on ~~factors, including those discussed below and elsewhere in this report, particularly under~~ the ~~headings~~financial ~~“Special Note Regarding Forward-Looking Statements~~statements.”

~~Unless the~~Our ~~context~~management ~~otherwise~~assessed ~~suggests,~~the ~~“we,”~~effectiveness of “our,” ~~“us,”~~internal ~~and~~control ~~similar~~over ~~terms,~~financial reporting as ~~well~~of asDecember ~~references to~~31, ~~“VOIS”~~2015. ~~and~~In ~~“Mind~~making ~~Solutions~~this assessment,” ~~all~~our ~~refer~~management toused ~~Mind~~the ~~Solutions~~criteria set asforth ofby the ~~date~~Committee of ~~this~~Sponsoring ~~report~~Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

~~Mind~~Changes ~~Solutions~~in ~~has~~Internal ~~successfully~~Control ~~developed~~Over ~~software~~Financial ~~applications described below that run on Emotive EEG headsets~~Reporting. WeThere have ~~experienced~~been ~~minimal~~no ~~sales~~changes ~~of our software applications. It was decided by management that to better position Mind Solutions~~ in the ~~market,~~registrant’s weinternal ~~should~~control ~~develop~~over ~~our~~financial ~~own~~reporting ~~unique EEG headset~~through ~~that~~the ~~would~~date ~~allow~~of usthis toreport ~~have~~or ~~more~~during ~~market~~the ~~strength.~~period Weended ~~have~~December ~~invested~~31, a2015, ~~significant~~that ~~amount~~materially ofaffected, ~~money~~or ~~and~~is ~~time~~reasonably ~~into~~likely ~~developing~~to ~~a prototype~~materially ~~EEG headset~~affect, ~~which~~the ~~has~~registrant’s ~~been~~internal ~~successfully~~control ~~tested~~over onfinancial ~~several android devices and tablets~~reporting.

OnIndependent ~~August~~Registered 1,Accountant’s Internal ~~2012,~~Control DrAttestation. ~~Gordon~~This ~~Chiu,~~report ~~our chief~~does ~~scientific~~not ~~adviser,~~include ~~filed~~ an ~~International~~attestation ~~Patent~~report ~~Application~~of ~~No. PCT/US2012/049135. Generally,~~ the ~~proprietary~~registrant’s ~~technology we~~registered ~~are using consists of a “Portable Brain Activity Monitor.” On February 12, 2011, Mind Technologies, Inc., one of~~public ~~our~~accounting ~~predecessors,~~firm ~~and~~regarding ~~Dr.~~internal ~~Gordon~~control ~~Chiu,~~over ~~our~~financial ~~chief science advisor, granted us a license to use the technology covered by his patent application~~reporting. ~~Through~~Management’s ~~the series of mergers described in this~~ report, ~~Mind~~was ~~Solutions~~not ~~acquired~~subject ~~the license granted~~ to ~~Mind Technologies,~~attestation ~~Inc.~~by ~~For~~ the ~~period,~~registrant’s ~~that~~registered ~~Mind~~public ~~Technologies,~~accounting ~~Inc.~~firm ~~(now~~pursuant ~~Mind Solutions) exists and funds the development and progress of the covered invention, Dr. Chiu agreed~~ to ~~license~~temporary ~~the~~rules ~~use~~ of the ~~technology~~Securities ~~to Mind Solutions. If Mind Solutions fails to support the launch, progress~~ and~~/or~~ ~~funding~~Exchange ~~of the production of the invention, then the license may be terminated. The agreement provided~~ Commission that ~~Dr. Chiu~~permit ~~will receive a non-refundable, non-dilutable cash royalty payment equal to 20 percent of~~ the ~~gross~~registrant proceeds received by Mind Solutions from the use of the covered technology. In addition, Brent Fouch, the former president of Mind Technologies, and one of our advisors, will receive a non-refundable, non-dilutable cash royalty payment equal to ~~five~~provide ~~percent~~only ofmanagement’s ~~the~~report ~~gross~~in ~~proceeds received~~this ~~by Mind Solutions from the use of the covered technology~~report. ~~See “Item1. Business – Patents and Intellectual Property.”~~

26Remediation plans for material weaknesses over internal controls. Our plans to mitigate material weaknesses in disclosure controls and procedures for future filings will be dependent on our ability to obtain adequate financing to fund development of our financial reporting infrastructure. At this time it is not cost beneficial for us to utilize capital to focus on mitigating financial reporting weaknesses; however, we expect to implement a plan for remediation of these deficiencies when sufficient funding to implement such a plan is available.

We believe a minimum of $350,000 is still needed to complete the EEG device, which will cover costs associated with the SDK (operating system), the design work to create a sleek, consumer-friendly final product and updates on the hardware including Bluetooth wireless updates. We have announced our desire to partner with a larger technology firm to invest in the completion of the EEG headset in return for a negotiated interest in the product. If successful, in attracting a partner, we will not need to raise this capital to complete the project. If we are not successful in attracting a financial partner to assist in the completion of the EEG headset, we plans to raise funds by means of an equity offering to raise the necessary capital to complete the project.31

~~Mind~~Item ~~Solutions~~9B. ~~currently~~Other ~~has a need of approximately $20,000 per month to sustain operations until sales of the software and anticipated sales of the EEG headset increase~~Information.

~~Going Concern~~None.

AsPART of December 31, 2014, Mind Solutions had an accumulated deficit during development stage of $20,892,024. Also, during the year ended December 31, 2014, we used net cash of $781,293 for operating activities. These factors raise substantial doubt about our ability to continue as a going concern.III

~~While~~Item we10. ~~are attempting to commence operations and generate revenues~~Directors, ~~our~~Executive ~~cash~~Officers position may not be significant enough to support our daily operations. Management intends to raise additional funds by way of an offering of our securities. Management believes that the actions presently being taken to further implement our business plan and ~~generate~~Corporate ~~revenues provide the opportunity for Mind Solutions to continue as a going concern~~Governance. While we believe in the viability of our strategy to generate revenues and in our ability to raise additional funds, we may not be successful. Our ability to continue as a going concern is dependent upon our capability to further implement our business plan and generate revenues.

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

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013.

Name

Age

Position

Officer and Director

Since

Ziyad Osachi

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

May 31, 2016

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

~~During~~The ~~the~~foregoing ~~years ended December 31~~notwithstanding, ~~2014~~except ~~and~~as ~~2013~~otherwise weprovided ~~had~~in ~~little~~any ~~revenue.~~resolution Inor ~~the~~resolutions ~~years ended December 31, 2014 and 2013, we had revenues from the sale~~ of ~~our software products in~~ the ~~amounts of $534 and $1~~board,~~163~~ ~~which~~directors ~~was~~who ~~decrease~~are ofelected ~~$629.~~at Inan ~~the~~annual ~~years~~meeting ~~ended December 31, 2014 and 2013, we had services revenues~~ of ~~$100~~stockholders,~~000~~ and $0directors ~~which~~elected ~~was an increase of $100,000. The increase~~ in ~~service revenues were from a consulting agreement in which~~ the ~~Company~~interim ~~was~~to ~~paid~~fill invacancies ~~stock~~and ofnewly ~~the~~created ~~client. Therefore~~directorships, wewill ~~classified~~hold ~~the~~office ~~stock as a Marketable Securities: Available~~ for ~~Sale asset in which we revalued at each reporting date based on~~ the ~~closing~~term ~~stock price. The client’s stock price has greatly decreased since receiving the stock, so we have recorded an Other Comprehensive Loss on Available-~~for~~-Sale~~ ~~Securities of $96,042~~which inelected ~~the~~and ~~year~~until ~~ended~~their ~~December~~successors ~~31, 2014. We~~ are ~~aggressively~~elected ~~looking~~and ~~for~~qualified ~~ways~~or tountil ~~leverage~~their ~~our~~earlier ~~technology~~death, toresignation ~~develop~~or ~~revenue streams~~removal.

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

~~During~~We ~~the~~may ~~years~~employ ~~ended~~additional ~~December 31~~management personnel, ~~2014 and~~as ~~2013~~our weboard ~~had~~of ~~cost~~directors ofdeems ~~sales~~necessary. ofMind ~~$174~~Solutions ~~and~~has ~~$678~~not ~~which~~identified ~~was~~or areached ~~decrease~~an ofagreement ~~$504.~~or ~~Our~~understanding with ~~cost~~any ofother ~~sales~~individuals isto ~~primarily~~serve ~~made~~in upmanagement ofpositions, ~~the~~but ~~cost to~~does ~~produce~~not ~~and~~anticipate ~~distribute~~any ~~our~~problem ~~software~~in ~~applications~~employing qualified staff.

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

~~Consulting~~Since ~~Fees~~May 31, 2016, Mr. ~~For~~Osachi ~~the~~has ~~year~~been our president, ~~ended~~principal ~~December~~executive 31officer, ~~2014~~secretary, ~~consulting~~treasurer, ~~expense~~principal ~~decreased~~financial toofficer $1and principal accounting officer and sole member of our board of directors. Since May 31,~~125~~ 2016,~~289~~ asMr. ~~compared~~Osachi tohas $1been president,~~603~~ principal executive officer,~~037~~ ~~from~~secretary, treasurer, principal financial officer, principal accounting officer and sole member of the ~~prior~~board ~~year~~of ~~ended~~directors ~~December~~of Rapid Fire Marketing, Inc. From June 21, 2011 until December 31, 2013, ~~which~~Mr. Osachi was aunemployed. ~~decrease~~Since ofDecember ~~$477~~1,~~748~~ 2013, Mr. ~~The~~Osachi ~~decrease~~has been ~~was~~employed ~~primarily~~by ~~the~~L&Z ~~result~~Wireless ofEnterprises, ~~less~~Inc. ~~stock~~in ~~being~~Chula ~~issued~~Vista, toCalifornia ~~consultants~~as ~~for~~its store manager. L&Z Wireless ~~services~~Enterprises, ~~rendered~~Inc. tois ~~the~~a ~~Company~~cell phone provider for Cricket Wireless.

Officer Compensation. For the year ended December 31, 2014, officer compensation decreased to $160,000 as compared to $289,748 from the prior year ended December 31, 2013 which was a decrease of $129,748. Officer compensation decreased due to less stock being issued to our sole officers as compensation for services. In the year ended December 31, 2014, our sole officer received $155,000 cash as compensation. In the year ended December 31, 2013, our sole officer received $15,060 cash and $274,688 in stock compensation.32

27Committees of the Board

~~Professional~~We ~~Fees.~~do ~~For~~not ~~the~~currently ~~year ended~~have ~~December~~an 31Audit, ~~2014~~Executive, Finance, ~~professional~~Compensation, ~~fees~~or ~~decreased~~Nominating ~~to $201~~Committee,~~595~~ asor ~~compared~~any toother ~~$229,420~~committee ~~from~~of the ~~prior~~board ~~year~~of ~~ended~~directors. ~~December 31~~However, ~~2013~~ ~~which~~we ~~was~~have aadopted ~~decrease~~charters for ofthese ~~$27~~committees,~~825.~~ ~~Professional~~in ~~fee~~the ~~expense~~event ~~decreased~~that ~~slightly~~we ~~due~~elect to ~~decrease~~implement inthem. ~~accounting~~Copies ~~and~~of ~~legal~~the ~~fees due~~charters tofor ~~the~~each ~~merger~~proposed ~~with~~committee ~~Mind~~have ~~Solutions,~~been previously ~~Inc.~~filed inwith ~~2013~~the SEC.

~~General~~The ~~and~~responsibilities ~~Administrative~~of ~~Expense.~~these committees ~~For~~are ~~the~~fulfilled ~~year~~by ~~ended~~our ~~December~~board ~~31,~~of ~~2014,~~directors ~~general~~ and ~~administrative~~all ~~expenses~~of ~~increased~~our todirectors ~~$54~~participate in such responsibilities,~~013~~ none of whom is “independent” as ~~compared~~defined tounder ~~$48,564~~Rule ~~from~~4200(a)(15) of the ~~prior~~ ~~year~~NASD’s ~~ended~~listing ~~December~~standards 31described below, ~~2013~~as ~~which~~our ~~was~~financial aconstraints ~~increase~~have ofmade it ~~$5,449~~extremely difficult to attract and retain qualified independent board members. ~~For~~Since ~~the~~we ~~years~~do ~~ended~~not ~~December~~have ~~31,~~any ~~2014,~~of ~~and~~the ~~2013~~subject committees, our ~~general~~entire ~~and administrative~~board ~~expenses~~of ~~consisted~~directors participates in all of the ~~following:~~considerations with respect to our audit, compensation and nomination deliberations.

	2014		2013
Advertising	$	11,815	$	4,735
Edgarizing & XBRL		17,353		12,783
Depreciation		2,577		2,442
Other		22,268		28,604
	$	54,013	$	48,564

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

~~Advertising.~~A ~~For~~director ~~the~~who ~~year ended December 31~~is, ~~2014,~~or ~~advertising~~at ~~expense~~any ~~amounted~~time toduring ~~$11,815 as compared to $4,735 for~~ the ~~year~~past ~~ended~~three ~~December~~years 31was, ~~2013.~~employed ~~The~~by ~~increase was~~the ~~due to additional funds being spent on web development.~~company;

~~Edgarizing~~A &director ~~EBRL.~~who ~~For~~accepted or who has a Family Member who accepted any compensation from the ~~year~~ ~~ended~~company ~~December~~in 31excess of $120,000 ~~2014~~during any period of twelve consecutive months within the three years preceding the determination of independence, ~~edgarizing~~other ~~and~~than ~~XBRL~~the ~~expense~~following: ~~amounted~~(i) compensation for board or board committee service; (ii) compensation paid to ~~$17,353~~a Family Member who is an employee (other than as ~~compared~~an toexecutive ~~$12~~officer) of the company; or (iii) benefits under a tax-qualified retirement plan,~~783~~ ~~for~~or non-discretionary compensation. Provided, however, that in addition to the ~~year~~requirements ~~ended~~contained ~~December 31~~in this paragraph, ~~2013~~audit committee members are also subject to additional, more stringent requirements under Rule 4350(d).

~~Depreciation.~~A ~~For~~director ~~the~~who ~~year~~is ~~ended December~~a ~~31,~~Family ~~2014,~~Member ~~depreciation~~of ~~expense~~an ~~amounted~~individual towho $2is,~~577~~ asor ~~compared~~at toany ~~$2,442~~time ~~for~~during the ~~year~~past ~~ended~~three ~~December~~years 31was, ~~2013.~~employed by the company as an executive officer;

~~Other~~A ~~Expense.~~director ~~For~~who ~~the~~is, ~~year~~or ~~ended December~~has ~~31,~~a ~~2014~~Family Member who is, ~~other~~a ~~expenses~~partner ~~which~~in, ~~includes~~or ~~repairs~~a ~~and~~controlling ~~maintenance,~~stockholder ~~postage,~~or ~~dues~~an ~~and~~executive ~~subscriptions,~~officer ~~supplies~~of, ~~etc.~~any ~~amounted~~ organization to ~~$22~~which the company made,~~268~~ asor ~~compared~~from towhich ~~$28~~the company received,~~604~~ payments for property or services in the current or any of the past three fiscal years that exceed five percent of the recipient’s consolidated gross revenues for that year, ~~ended~~or ~~December~~$200,000, 31whichever is more, ~~2013~~other than the following: (i) payments arising solely from investments in the company’s securities; or (ii) payments under non-discretionary charitable contribution matching programs.

~~Net Loss. Our net loss from operations decreased to $1,440,537 for the year ended December 31, 2014, from $2,170,284 for the year ended December 31, 2013.~~33

~~Interest~~A ~~Expense.~~director ~~For~~of the ~~year ended~~issuer ~~December~~who 31is, ~~2014,~~or ~~interest~~has ~~expense~~a ~~increased~~Family toMember ~~$143~~who is,~~332~~ employed as ~~compared~~an toexecutive ~~$46,834~~officer ~~for~~of ~~the~~another ~~year~~entity ~~ended~~where ~~December~~at ~~31,~~any ~~2013.~~time ~~The increase~~during ~~was~~the ~~due~~past tothree ~~additional~~years ~~original~~any ~~issue~~of ~~discount~~the ~~interest~~executive ~~expense~~officers ~~incurred~~of the issuer serve on the ~~convertible~~compensation ~~notes~~committee ~~payable~~of ~~funded~~such inother ~~2014.~~entity; or

~~Gain/(Loss)~~A ondirector ~~Derivative~~who ~~Adjustment. For the year ended December 31~~is, ~~2014,~~or ~~the~~has ~~Company had~~ a ~~gain~~Family onMember ~~derivative~~who ~~adjustment of $4~~is,~~077,634~~ asa ~~compared~~current topartner ~~loss on derivative adjustment~~ of ~~$20,036,965 for~~ the ~~year~~company’s ~~ended~~outside ~~December 31~~auditor, ~~2013.~~or ~~The~~was ~~decrease~~a inpartner ~~the~~or ~~fair~~employee ~~value~~ of the ~~derivative~~company’s ~~liability~~outside ~~calculated using~~auditor ~~the~~who ~~Black~~worked ~~Scholes~~on ~~Model~~the ~~pertaining~~company’s toaudit ~~our~~at ~~outstanding~~any ~~convertible~~time ~~notes~~during ~~payable~~any ~~caused~~of the ~~gain/(loss)~~past onthree ~~derivative adjustment~~years.

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

~~Liquidity~~Audit is the ability of a company to generate adequate amounts of cash to meet its needs for cash. The following table provides certain selected balance sheet comparisons between December 31, 2014, and December 31, 2013:Committee

28The entire board of directors performs the functions of an audit committee, but no written charter governs the actions of the board when performing the functions of what would generally be performed by an audit committee. The board approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the board reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor. At the present time, Kerry Driscoll, our chief executive officer and chief financial officer, is considered to be our expert in financial and accounting matters.

	December 31,	December 31,	$		Percent
	2014	2013	Change		Change
Working Capital	$ (2,905,127)	$ (20,639,541)	$ 17,734,414		Over 100%
Cash	113,199	47,428	65,771		Over 100%
Total current assets	159,219	336,978	(177,759)		(52.8)%
Total assets	165,954	339,396	(173,442	)	(51.1)%
Accounts payable and accrued liabilities	392,665	394,859	(2,194)		(0.5)%
Notes payable and accrued interest	939,375	670,918	268,457		40.0 %
Total current liabilities	3,099,263	20,976,519	(17,877,256	)	(Over 100 %)
Total liabilities	$ 3,099,263	$ 20,976,519	$ (17,877,256)		(Over 100%)

Nomination Committee

AtOur ~~December~~size ~~31,~~and ~~2014, our working capital~~the ~~deficit~~size ~~decreased~~of asour ~~compared~~board, toat ~~December~~this 31time, ~~2013,~~do ~~primarily~~not asrequire a ~~result~~separate ofnominating ancommittee. ~~decrease~~When inevaluating ~~derivative~~director ~~liability~~nominees, ofour ~~$18,140,019.~~directors consider the following factors:

~~Operating~~The ~~Activities~~appropriate size of our board of directors;

~~Net~~Our ~~cash~~needs ~~used~~with ~~for~~respect ~~continuing operating activities during fiscal 2014 was $781,293 as compared~~ to ~~$388,177 for fiscal 2013. Non-cash items totaling approximately $3,309,975 contributing to~~ the ~~net~~particular ~~cash~~talents ~~used~~and inexperience ~~continuing~~of ~~operating~~our ~~activities for fiscal 2014 include:~~directors;

·The ~~$562~~knowledge,~~361~~ ~~representing~~skills ~~the~~and ~~value~~experience of ~~shares~~nominees, ~~issued~~including toexperience ~~consultants~~in finance, administration or public service, in light of prevailing business conditions and ~~officers~~the knowledge, skills and experience already possessed by other members of the board;

·Experience ~~$4,077,634~~in ofpolitical ~~gain on derivative adjustment~~affairs;

~~· $100,000 of available-for-sale securities received for service revenues;~~34

·Experience ~~$57,139~~with ofaccounting ~~original~~rules ~~issue~~and ~~discount~~practices; and

·The ~~$2,577~~desire to balance the benefit of ~~depreciation;~~continuity ~~and~~with the periodic injection of the fresh perspective provided by new board members.

·Our ~~$80~~goal is to assemble a board that brings together a variety of perspectives and skills derived from high quality business and professional experience. In doing so,~~499~~ ~~increase~~the inboard ~~accounts~~will ~~payable~~also consider candidates with appropriate non-business backgrounds.

~~Net~~Other ~~cash~~than ~~used~~the foregoing, there are no stated minimum criteria for ~~continuing~~director ~~operating~~nominees, although the board may also consider such other factors as it may deem are in ~~activities~~our ~~during~~best ~~fiscal~~interests ~~2013~~as ~~was~~well ~~$388~~as our stockholders. In addition,~~177~~ the board identifies nominees by first evaluating the current members of the board willing to continue in service. ~~Non~~Current members of the board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-~~cash~~nomination. ~~items~~If ~~totaling~~any ~~approximately~~member ~~$21,754,296~~of ~~contributing~~the board does not wish to continue in service or if the ~~net~~board ~~cash~~decides ~~used~~not to re-nominate a member for re-election, the board then identifies the desired skills and experience of a new nominee in ~~continuing~~light ~~operating~~of ~~activities~~the criteria above. Current members of the board are polled for ~~fiscal~~suggestions as ~~2013~~to ~~include:~~individuals meeting the criteria described above. The board may also engage in research to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third party search firm, if necessary. The board does not typically consider stockholder nominees because it believes that its current nomination process is sufficient to identify directors who serve our best interests.

·Scientific ~~$1,467,703~~& ~~representing~~Business ~~the~~Advisory ~~value of shares issued to consultants and officers;~~Board

·We ~~$19,907,242~~have a Scientific Advisory Board that provides expert advice on product development and other matters. This board has been composed of ~~derivative~~two ~~expense;~~members, Sam Irvantchi and Joe Abrams.

·Sam ~~$480,000~~Iravantchi is a seasoned executive visionary with over 28 years of ~~available-for-sale~~successful ~~securities~~engineering ~~compensation;~~and product development experience. Sam has strong strategic and operational management skills and the knowledge and wisdom gained from bringing over 500 different products to market from concept to production. Sam is the owner and operator of designCATAPULT, Inc.

·Joe Abrams co-founded in 1999 Intermix, the parent company of social networking leader MySpace. In 2005, MySpace was sold to News Corp. for $~~111~~580 million. In addition,~~610~~ Mr. Abrams was a founder of ~~forgiveness~~The Software Toolworks, a software company that released several hit titles in the 1980’s, which ultimately led to the company’s sale in 1994 to Pearson, PLC for $462 million. He has deep experience in helping early-stage, publicly held technology companies reach the next phase of ~~debt;~~growth. Joe Abrams contract has now expired and the Company will only be able to re-engage him if adequate capital becomes available.

·Section ~~$2,442~~16(a) ofBeneficial ~~depreciation;~~Ownership ~~and~~Reporting Compliance

·Under $8Section 16(a) of the Exchange Act,~~519~~ ~~increase~~our directors and certain of our officers, and persons holding more than 10 percent of our common stock are required to file forms reporting their beneficial ownership of our common stock and subsequent changes in ~~accounts~~that ~~payable~~ownership with the United States Securities and Exchange Commission. Such persons are also required to furnish Mind Solutions with copies of all forms so filed.

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

~~Net~~Communication ~~cash~~with ~~used in investing activities was $0 for both fiscal 2014 and 2013.~~Directors

2935

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

~~For~~Our ~~the~~board ~~year~~has ~~ended~~approved ~~December~~a ~~31,~~process ~~2014,~~for ~~net~~handling ~~cash~~letters ~~used~~received inby ~~financing~~us ~~activities~~and ~~was~~addressed ~~$850,000~~to ~~which~~any ~~consisted~~ of ~~$850~~our directors. Under that process,~~000~~ inthe ~~proceeds~~Secretary ~~from~~reviews ~~convertible~~all ~~notes.~~such ~~For~~correspondence and regularly forwards to the ~~year ended~~directors ~~December~~a ~~31,~~summary ~~2013~~of all such correspondence, ~~net~~together ~~cash~~with ~~used~~copies of all such correspondence that, in ~~financing~~the ~~activities~~opinion ~~was~~of ~~$435~~the Secretary,~~397~~ ~~which~~deal ~~consisted~~with functions of ~~$425,345~~the inboard ~~proceeds~~or ~~from~~committees ~~convertible~~thereof or that he otherwise determines ~~notes,~~requires ~~$48,526~~their inattention. ~~proceeds~~Directors ~~from~~may ~~convertible~~at ~~notes~~any totime ~~related~~review ~~parties~~a ~~and~~log ~~$38,474~~of inall ~~payments~~correspondence ~~against~~received ~~notes~~by ~~payable~~us that are addressed to ~~related~~members of ~~parties~~the board and request copies of such correspondence.

~~IBC~~Conflicts ~~Funds, LLC. On November 21, 2013, IBC Funds, LLC, a Nevada limited liability company, acquired by assignment, debts owed by Mind Solutions to four creditors in the amount~~ of $82,845.63. Likewise, on November 21, 2013, IBC Funds and Mind Solutions executed that certain Settlement Agreement and Stipulation, whereby Mind Solutions agreed to settle the debt of $82,845.63, and to pay the debt by the issuance of shares pursuant to Section 3(a)(10) of the Securities Act, which provides that the issuance of shares are exempt from the registration requirement of Section 5 of the Securities Act. In relevant part, Section 3(a)(10) of the Securities Act provides an exemption from the registration requirement for securities: (i) which are issued in exchange for a bona fide claim, (ii) where the terms of the issuance and exchange are found by a court to be fair to those receiving shares, (iii) notice of the hearing is provided to those to receive shares and they are afforded the opportunity to be heard, (iv) the issuer must advise the court prior to its hearing that it intends to rely on the exemption provided in Section 3(a)(10) of the Securities Act, and (v) there cannot be any impediments to the appearance of interested parties at the hearing.Interest

OnWith ~~November~~respect ~~22,~~to ~~2013, in~~transactions ~~a court proceeding styled IBC Funds, LLC, a Nevada limited Liability Company, Plaintiff vs. Mind Solutions, Inc., a Nevada~~involving ~~corporation,~~real ~~Defendant,~~or ~~bearing~~apparent ~~Civil~~conflicts Action No. 2013 CA 008370 NC, in the Circuit Court in the Twelfth Judicial Circuit in and for Sarasota County, Florida, after due notice, the court entered an order approving the Settlement Agreement and Stipulation. In satisfaction of ~~the debt~~interest, we ~~agreed~~have toadopted ~~issue~~written ~~shares~~policies ~~of our common stock in one or more tranches to IBC Funds in the manner contemplated in the Settlement Agreement~~ and ~~Stipulation~~procedures atwhich arequire conversion price of $0.0045 per share. In accordance with the terms of the Settlement Agreement and Stipulation, the court was advised of our intention to rely upon the exception to registration set forth in Section 3(a)(l0) of the Securities Act to support the issuance of the shares.that:

AsThe ~~set~~fact ~~forth~~of in the ~~order,~~ ~~the~~relationship ~~court~~or ~~found~~interest ~~that~~giving ~~the~~rise ~~terms~~to ~~and~~the ~~conditions~~potential ofconflict ~~the~~be ~~exchange~~disclosed ~~were~~or ~~fair~~known to ~~Mind~~the ~~Solutions~~directors ~~and~~who ~~IBC~~authorize ~~Funds~~or ~~within~~approve the ~~meaning of~~transaction ~~Section~~prior ~~3(a)(10)~~to ofsuch ~~the~~authorization ~~Securities~~or ~~Act,~~approval; ~~and~~The ~~that~~transaction ~~the~~be ~~exchange~~approved ofby ~~the~~a ~~debt~~majority ~~for~~of our ~~securities~~disinterested ~~was~~outside ~~not made under Title 11 of the United States Code~~directors.

As Code ~~permitted~~of byEthics ~~the~~for ~~court order and the~~Senior ~~Settlement~~Executive ~~Agreement~~Officers and ~~Stipulation,~~Senior weFinancial ~~issued 77,298,674 post reverse split shares of our common stock to IBC Funds, LLC. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.~~Officers

~~Hanover~~We ~~Holdings~~have I,adopted ~~LLC~~an ~~Financing.~~amended Code of Ethics Infor ~~2013,~~Senior weExecutive ~~executed~~Officers ~~various~~and ~~Securities~~Senior ~~Purchase~~Financial ~~Agreements~~Officers ~~with~~that ~~Hanover~~applies ~~Holdings~~to I,our ~~LLC~~president, ~~whereby~~chief weexecutive ~~issued~~officer, ~~convertible~~chief ~~promissory~~operating ~~notes~~officer, tochief ~~Hanover~~financial ~~Holdings I~~officer, ~~LLC~~and ~~bearing~~all ~~interest~~financial onofficers, including the ~~unpaid~~principal ~~balance~~accounting atofficer. ~~the~~The ~~rate~~code ofprovides ~~10 percent,~~ as follows:

·Each ~~Convertible~~officer ~~promissory~~is ~~note~~responsible ~~dated~~for ~~February 4~~full, ~~2013~~fair, ~~in the original principal amount of $16~~accurate,~~500.~~ Astimely aand ~~result~~understandable ofdisclosure ain ~~conversion~~all ofperiodic ~~the~~reports ~~note,~~and wefinancial ~~issued~~disclosures ~~159,659~~required ~~shares~~to ofbe ~~our~~filed ~~common~~by ~~stock~~us towith ~~Hanover~~the ~~Holdings~~Securities I,and ~~LLC.~~Exchange AsCommission ofor ~~the~~disclosed ~~date~~to ofour ~~this~~stockholders ~~report,~~and/or the ~~note is paid in full~~public.

·Each ~~Convertible~~officer ~~promissory~~shall ~~note~~immediately ~~dated~~bring ~~March~~to 7,the ~~2013,~~attention inof the ~~original~~audit ~~principal~~committee, ~~amount~~or ofdisclosure ~~$16~~compliance officer,~~500.~~ Asany amaterial ~~result~~information of awhich ~~conversion~~the ofofficer ~~the~~becomes ~~note,~~aware wethat ~~issued~~affects ~~304,379~~the ~~shares~~disclosures ofmade by us in our ~~common~~public ~~stock~~filings toand ~~Hanover~~assist ~~Holdings~~the I,audit ~~LLC.~~committee Asor ofdisclosure ~~the~~compliance ~~date~~officer ofin ~~this~~fulfilling ~~report~~its responsibilities for full, ~~the~~fair, ~~note~~accurate, istimely ~~paid~~and understandable disclosure in ~~full~~all periodic reports required to be filed with the Securities and Exchange Commission.

·Each ~~Convertible~~officer ~~promissory~~shall ~~note~~promptly ~~dated~~notify ~~June~~our 5general counsel, ~~2013~~if any, inor the ~~original~~president ~~principal~~or ~~amount~~chief ofexecutive ~~$41,500.~~officer Asas awell ~~result~~as ofthe aaudit ~~conversion~~committee of ~~the~~any ~~note,~~information wehe ~~issued~~may ~~58,085,830~~have ~~shares~~concerning any violation of our ~~common~~Code ~~stock~~of toBusiness ~~Hanover~~Conduct ~~Holdings~~or Iour Code of Ethics, ~~LLC.~~including Asany ofactual ~~the~~or ~~date~~apparent conflicts of ~~this~~interest ~~report~~between personal and professional relationships, ~~the~~involving ~~note~~any ismanagement ~~paid~~or other employees who have a significant role in ~~full~~our financial reporting, disclosures or internal controls.

3036

·Each ~~Convertible~~officer ~~promissory~~shall ~~note~~immediately ~~dated~~bring ~~August~~to 7the attention of our general counsel, ~~2013~~if any, inthe president or the ~~original~~chief ~~principal~~executive ~~amount~~officer ofand ~~$26,500.~~the Asaudit acommittee ~~result~~any ofinformation ahe ~~conversion~~may ofhave ~~the~~concerning ~~note,~~evidence weof ~~issued~~a ~~17,084,482~~material ~~shares~~violation of ~~our~~the ~~common~~securities ~~stock~~or toother ~~Hanover~~laws, ~~Holdings~~rules I,or ~~LLC.~~regulations Asapplicable ofto us and the ~~date~~operation of ~~this~~our ~~report~~business, ~~the~~by ~~note~~us isor ~~paid~~any inof ~~full~~our agents.

·Any ~~Convertible~~waiver ~~promissory~~of ~~note~~this ~~dated~~Code ~~November~~of 23Ethics for any officer must be approved, ~~2013~~if at all, in ~~the~~advance ~~original~~by ~~principal~~a ~~amount~~majority of ~~$26,500.~~the Asindependent ofdirectors ~~the~~serving ~~date~~on our board of ~~this~~directors. ~~report,~~Any ~~the~~such ~~note~~waivers isgranted ~~paid~~will be publicly disclosed in ~~full~~accordance with applicable rules, regulations and listing standards.

~~Each~~We ofhave ~~the~~posted ~~notes~~a ~~was~~copy ~~convertible into shares~~ of our ~~common~~Code ~~stock by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in~~of ~~effect~~Ethics on ~~the~~our ~~date specified in the notice of conversion~~website. ~~The~~We ~~term~~will ~~“Conversion~~provide ~~Amount” means, with respect~~ to any ~~conversion~~ ofperson awithout ~~note~~charge, ~~the~~upon ~~sum~~request, ofa ~~(1)~~copy ~~the~~of ~~principal~~our ~~amount~~Code of ~~the~~Ethics. ~~note~~Any ~~to be converted in~~ such ~~conversion plus (2) at Hanover Holdings~~request I,should ~~LLC’s~~be ~~option,~~directed ~~accrued~~to ~~and~~our ~~unpaid~~corporate ~~interest,~~secretary ~~if any, on such principal amount~~ at the ~~interest~~address ~~rates~~listed ~~provided~~below in the ~~note to~~next ~~the~~paragraph. ~~Conversion~~The ~~Date;~~information ~~provided,~~contained ~~however, that Mind Solutions shall have the right to pay any or all interest~~ in ~~cash plus (3)~~ at our ~~option,~~website ~~Default~~shall ~~Interest,~~not ifconstitute ~~any,~~part on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at Hanover Holdings I, LLC’s option, any amounts owed to Hanover Holdings I, LLC under the note. Unless otherwise agreed in writing by both parties, at no time will Hanover Holdings I, LLC convert any amount of ~~the~~this ~~note into common stock that would result in Hanover Holdings I, LLC owning more than 4~~report.~~99 percent of the common stock outstanding of the registrant.~~

~~The~~Item conversion price (the “Conversion Price”) shall be the Variable Conversion Price (subject to equitable adjustments for stock splits, stock dividends or rights offerings by Mind Solutions relating to our securities or the securities of any subsidiary of Mind Solutions, combinations, recapitalization, reclassifications, extraordinary distributions and similar events)11. ~~The~~Executive ~~“Variable Conversion Price” shall mean 55 percent multiplied by the Market Price (as defined in the note)~~Compensation. “Market Price” means the lowest Trading Price (as defined below) for our common stock during the 10 Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the lowest trading price on the Over-the-Counter Bulletin Board, or applicable trading market (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to Mind Solutions and Hanover Holdings I, LLC (i.e., Bloomberg). If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by Mind Solutions and the holders of a majority in interest of the notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such notes.

~~“Trading~~Summary Day” shall mean any day on which our common stock is traded for any period on the OTCBB, or on the principal securities exchange or other securities market on which our common stock is then being traded. If our common stock is chilled for deposit at DTC and/or becomes chilled at any point while the note remains outstanding, an additional eight percent discount will be attributed to the Conversion Price defined in the note. If Mind Solutions is unable to issue any shares under this provision due to the fact that there is an insufficient number of ~~authorized~~Cash and ~~unissued~~Certain ~~shares~~Other available, Hanover Holdings I, LLC promises not to force Mind Solutions to issue these shares or trigger an Event of Default, provided that Mind Solutions takes immediate steps required to get the appropriate level of approval from stockholders or the board of directors, where applicable to raise the number of authorized shares to satisfy the Notice of Conversion.Compensation

~~All~~At ~~shares~~present, ofMind ~~our~~Solutions ~~common~~has ~~stock~~one ~~issued~~executive toofficer. ~~Hanover~~The ~~Holdings~~compensation I,program ~~LLC~~for ~~that~~future ~~were~~executives ~~issued or~~ will beconsist ~~issued will be free~~ of ~~any~~three ~~restrictions~~key ~~pursuant~~elements ~~to Rule 144 under the Securities Act. In addition, all shares of our common stock~~ which ~~were issued or~~ will be ~~issued~~considered toby ~~Hanover~~a ~~Holdings I, LLC have been adjusted~~compensation committee to ~~take~~be ~~into account the one for 2,000 reverse split of the shares of our common stock which occurred on October 31, 2013.~~appointed:

~~The~~· ~~note~~A ~~further~~base ~~provides for anti-dilution adjustments in favor of Hanover Holdings I, LLC, in the event we offer additional shares of our common stock.~~salary;

~~Copies~~· ofA ~~the~~performance ~~Securities Purchase~~bonus; ~~Agreements~~ and ~~convertible notes in favor of Hanover Holdings I, LLC were filed as exhibits with the SEC.~~

31· Periodic grants and/or options of our common stock.

~~Asher~~Base ~~Enterprises, Inc~~Salary. ~~Financing. In~~Our ~~2012,~~chief ~~2013,~~executive officer and ~~2014,~~all weother ~~executed~~senior ~~various~~executive ~~Securities~~officers ~~Purchase~~receive ~~Agreements~~compensation ~~with~~based ~~Asher~~on ~~Enterprises,~~such ~~Inc.,~~factors ~~whereby~~as wecompetitive ~~issued~~industry ~~convertible~~salaries, a ~~promissory~~subjective ~~notes~~assessment toof ~~Asher~~the ~~Enterprises,~~contribution ~~Inc.~~and ~~bearing~~experience ~~interest~~of on the ~~unpaid~~officer, ~~balance~~and at the ~~rate~~specific ofrecommendation ~~eight~~by ~~percent,~~our aschief ~~follows:~~executive officer.

·Performance ~~Convertible~~Bonus. ~~promissory~~A ~~note~~portion of ~~dated~~each ~~December~~officer’s ~~26,~~total ~~2012,~~annual compensation is in the ~~original~~form ~~principal~~of ~~amount~~a ofbonus. ~~$32,500~~All bonus payments to officers must be approved by our compensation committee based on the individual officer’s performance and company performance. AsStock aIncentive. Stock ~~result~~grants ofand aoptions ~~conversion~~are awarded to executive officers based on their positions and individual performance. Stock grants and options provide incentive for the creation of stockholder value over the ~~note,~~long weterm ~~issued~~and ~~44,402~~aid ~~shares~~significantly in the recruitment and retention of ~~our~~executive ~~common~~officers. The compensation committee considers the recommendations of the chief executive officer for stock grants and options to ~~Asher~~executive ~~Enterprises~~officers (other than the chief executive officer) and approves, ~~Inc~~disapproves or modifies such recommendation. Stock Asgrants ofand options for the ~~date~~chief executive officer will be recommended and approved by our board of ~~this~~directors. ~~report,~~See ~~the~~“Market Price ~~note~~of isand ~~paid~~Dividends inon ~~full~~our Common Equity and Related Stockholder Matters - Securities Authorized for Issuance under Equity Compensation Plans.”

·It ~~Convertible~~is ~~promissory~~uncertain ~~note~~when, ~~dated~~if ~~March 1~~ever, ~~2013,~~we will be in ~~the~~a ~~original~~position ~~principal~~to ~~amount~~compensate any of ~~$32,500~~our officers or directors. AsBefore awe ~~result~~can ofexpect ato ~~conversion~~provide offor ~~the~~officer ~~note~~salaries, we ~~issued~~will have ~~583,992~~to ~~shares~~obtain ofrevenues ~~our~~from ~~common~~the ~~stock~~sales toof ~~Asher~~our ~~Enterprises,~~products ~~Inc.~~or Asraise offunds ~~the~~through ~~date~~a ofdebt ~~this~~or ~~report,~~equity ~~the~~offering ~~note~~of isour ~~paid~~securities. inSee “Item ~~full~~1. Business.”

·Mind ~~Convertible~~Solutions ~~promissory~~Summary note dated April 18, 2013, in the original principal amount of $32,500. As a result of a conversion of the note, we issued 10,836,925 shares of our common stock to Asher Enterprises, Inc. As of the date of this report, the note is paid in full.Compensation Table

~~· Convertible promissory note dated November 7, 2013, in the original principal amount of $42,500. As of the date of this report, the note is paid in full.~~37

·The ~~Convertible~~following ~~promissory~~table ~~note~~sets ~~dated February 6~~forth, ~~2014,~~for our innamed ~~the~~executive ~~original~~officers ~~principal~~for ~~amount~~the oftwo ~~$37,500.~~completed Asfiscal ofyears ~~the~~ended ~~date~~December of31, ~~this report~~2015, ~~the~~and ~~note is paid in full.~~2014:

Each of the notes was convertible into shares of our common stock by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion. The term “Conversion Amount” means, with respect to any conversion of a note, the sum of (1) the principal amount of the note to be converted in such conversion plus (2) at Asher Enterprises, Inc.’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in the note to the Conversion Date; provided, however, that Mind Solutions shall have the right to pay any or all interest in cash plus (3) at our option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at Asher Enterprises, Inc.’s option, any amounts owed to Asher Enterprises, Inc. under the note. Unless otherwise agreed in writing by both parties, at no time will Asher Enterprises, Inc. convert any amount of the note into common stock that would result in Asher Enterprises, Inc. owning more than 4.99 percent of the common stock outstanding of the registrant.

Name and
Principal Position

Year

Salary ($)

Bonus ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Nonqualified

deferred

compensation

earnings

($)

All Other Compensation ($)

Total ($)

Kerry Driscoll (1)

2015

60,000

-0-

946,130

-0-

1,006,130

2014

155,000

-0-

5,000

-0-

160,000

The conversion price (the “Conversion Price”) shall be the Variable Conversion Price (subject to equitable adjustments for stock splits, stock dividends or rights offerings by Mind Solutions relating to our securities or the securities of any subsidiary of Mind Solutions, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 55 percent multiplied by the Market Price (as defined in the note) but in no event shall the Conversion Price be less than $0.00004. “Market Price” means the lowest Trading Price (as defined below) for our common stock during the 10 Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the lowest trading price on the Over-the-Counter Bulletin Board, or applicable trading market (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to Mind Solutions and Asher Enterprises, Inc. (i.e., Bloomberg). If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by Mind Solutions and the holders of a majority in interest of the notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such notes.________

~~“Trading~~(1) Mr. ~~Day”~~Driscoll ~~shall mean~~is ~~any day on which~~ our ~~common~~former ~~stock~~chairman isof ~~traded for any period on~~ the ~~OTCBB~~board, orpresident, chief onfinancial ~~the~~officer, principal ~~securities~~accounting ~~exchange~~officer, ~~or other securities market on which our common stock is then being traded. If our common stock is chilled for deposit at DTC~~ and~~/or~~ ~~becomes chilled at any point while the note remains outstanding, an additional eight percent discount will be attributed to the Conversion Price defined in the note~~secretary. ~~If Mind Solutions is unable to issue any shares under this provision due to the fact that there is an insufficient number of authorized and unissued shares available, Asher Enterprises, Inc~~Mr. ~~promises~~ ~~not~~Driscollresigned ~~to force Mind Solutions to issue these shares or trigger an Event of Default, provided that Mind Solutions takes immediate steps required to get the appropriate level of approval~~ from ~~stockholders~~all orpositions ~~the~~on ~~board~~May ~~of directors~~31, ~~where applicable to raise the number of authorized shares to satisfy the Notice of Conversion~~2016.

32Outstanding Equity Awards at Fiscal Year-End

~~All~~The ~~shares~~following oftable ~~our~~provides ~~common stock issued~~information tofor ~~Asher~~each ~~Enterprises, Inc. that were issued or will be issued will be free~~ of ~~any restrictions pursuant to Rule 144 under the Securities Act. In addition, all shares of~~ our ~~common~~named ~~stock~~executive ~~which~~officers ~~were~~as ~~issued or will be issued to Asher Enterprises, Inc. have been adjusted to take into account the one for 2,000 reverse split~~ of the ~~shares~~end of our ~~common~~last ~~stock~~completed ~~which~~fiscal ~~occurred~~year, onDecember ~~October~~ 31, ~~2013.~~2015:

The note further provides for anti-dilution adjustments in favor of Asher Enterprises, Inc., in the event we offer additional shares of our common stock.

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

~~Copies of the Securities Purchase Agreements and convertible notes in favor of Asher Enterprises, Inc. were filed as exhibits with the SEC.~~________

JMJ Financial Financing. On May 15, 2013, we executed a convertible promissory note in favor of JMJ Financial in the amount up to $250,000 bearing interest on the unpaid balance at the rate of 12 percent. While the note was in the original principal amount of $250,000, it was only partially funded on May 15, 2013, over six months ago, in the amount of $30,000.00, plus pro-rated original issue discount and pro-rated interest in the amount of $7,333.33, on August 14, 2013, over six months ago, in the amount of $20,000.00, plus pro-rated original issue discount and pro-rated interest in the amount of $4,888.89, on December 10, 2013, over six months ago, in the amount of $25,000, plus pro-rated original issue discount and pro-rated interest in the amount of $6,111.11, on April 16, 2014, less than six months ago, in the amount of $40,000, plus pro-rated original issue discount and pro-rated interest in the amount of $9,777.77, on June 24, 2014, over six months ago, in the amount of $60,000, plus pro-rated original issue discount and pro-rated interest in the amount of $14,666.67 and on December 16, 2014, less than six months ago, in the amount of $25,000.00, plus pro-rated original issue discount and pro-rated interest of $6,110. After allowing for previous conversions, $31,111 remains unpaid on the note on the date of this report.(1)

~~The~~Mr. ~~Conversion~~Driscoll ~~Price of the note~~ is 60our ~~percent~~former chairman of the ~~lowest~~board, ~~trade~~president, ~~price in the 25 trading days previous to the conversion (In the case that conversion~~chief ~~shares~~financial ~~are~~officer,principal ~~not~~accounting ~~deliverable~~officer, ~~by DWAC an additional 10 percent discount will apply;~~ and ifsecretary. the shares are ineligible for deposit into the DTC system and only eligible for )(clearing deposit an additional five percent discount shall apply; in the case of both an additional cumulative 15 percent discount shall apply)Mr. ~~Unless~~Driscoll ~~otherwise~~resigned ~~agreed~~from inall ~~writing~~positions byon ~~both~~May ~~parties~~31, ~~at no time will JMJ Financial convert any amount of the note into common stock that would result in JMJ Financial owning more than 4~~2016.~~99 percent of the common stock outstanding of the registrant.~~

~~JMJ~~Mind ~~Financial~~Solutions ~~has~~Employment the right, at any time after 180 days from the effective date of the note, at its election, to convert all or part of the outstanding and unpaid principal sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of common stock of the registrant as per this conversion formula: Number of shares receivable upon conversion equals the dollar conversion amount divided by the Conversion Price.Agreements

As of the date of this report, ~~$31~~Mind Solutions does not have any employment agreement with Kerry Driscoll,~~111~~ our chairman of the ~~JMJ~~board, ~~Financial~~president, ~~note~~chief ~~remains~~financial ~~unpaid~~officer, principal accounting officer, and secretary, although we do have a Consulting Agreement executed on December 25, 2013. Pursuant to the Consulting Agreement, Mr. Driscoll is charged with creating operating plans for the strategic direction of Mind Solutions correlated with annual operating budgets, and will provide such services as managing the business of sales, marketing, production and general business services.

~~All~~Mind ~~shares~~Solutions ofDirector our common stock issued to JMJ Financial that were issued or will be issued will be free of any restrictions pursuant to Rule 144 under the Securities Act. In addition, all shares of our common stock which were issued or will be issued to JMJ Financial have been adjusted to take into account the one for 2,000 reverse split of the shares of our common stock which occurred on October 31, 2013.Compensation

~~The~~Our ~~note~~directors ~~further~~do ~~provides~~not ~~for~~receive ~~anti-dilution~~compensation ~~adjustments~~for intheir ~~favor~~services ofas ~~JMJ Financial, in the event we offer additional shares of our common stock~~directors.

~~A copy of the convertible promissory note in favor of JMJ Financial was filed as an exhibit with the SEC.~~38

33Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

LGThe ~~Capital~~following ~~Funding,~~table ~~LLC~~presents ~~Financing.~~information ~~Throughout~~regarding ~~2014,~~the webeneficial ~~executed~~ownership ~~multiple~~of ~~Securities~~all ~~Purchase~~shares ~~Agreements~~of ~~with~~our LGcommon ~~Capital~~stock ~~Funding,~~and ~~LLC,~~preferred ~~whereby~~stock weas ~~issued~~of ~~convertible promissory notes in to LG Capital Funding, LLC bearing interest on~~ the ~~unpaid~~date ~~balance at the rate~~ of 10this ~~percent.~~report ~~They are as follows~~by:

·Each ~~Convertible~~person ~~promissory~~who ~~note~~owns ~~dated~~beneficially ~~February~~more 4,than ~~2014,~~five inpercent ~~the original principal amount~~ of ~~$25,000.~~the Onoutstanding ~~February 25, 2014, we issued a $25,000 convertible note with interest of 10 percent per annum, unsecured, and due February 25, 2015. The note is convertible into~~ shares of our common stock; atEach ~~any~~person ~~time~~who ~~from~~owns ~~the~~beneficially ~~date~~more ofthan ~~issuance~~five ~~at a conversion rate of 55~~ percent of the ~~market~~outstanding ~~price,~~shares ~~calculated~~of asour ~~the~~preferred ~~lowest~~stock; ~~trading~~Each ~~price~~director; inEach ~~the~~named ~~previous~~executive 10officer; ~~days~~and ~~leading~~All updirectors toand ~~the~~officers ~~date~~as ofa ~~conversion~~group.

· On March 25, 2014, we executed a Securities Purchase Agreement with LG Capital Funding, LLC, whereby we issued a convertible promissory note in the amount of $40,000 to LG Capital Funding, LLC bearing interest on the unpaid balance at the rate of 10 percent. On March 25, 2014, we issued a $40,000 convertible note unsecured and due February 25, 2015. The note is convertible into shares of our common stock at any time from the date of issuance at a conversion rate of 55 percent of the market price, calculated as the lowest trading price in the previous 10 days leading up to the date of conversion.

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

· On August 7, 2014, we executed a Securities Purchase Agreement with LG Capital Funding, LLC, whereby we issued a convertible promissory note in the amount of $25,000 to LG Capital Funding, LLC bearing interest on the unpaid balance at the rate of 10 percent. On August 7, 2014, we issued a $25,000 convertible note unsecured and due August 7, 2015. The note is convertible into shares of our common stock at any time from the date of issuance at a conversion rate of 55 percent of the market price, calculated as the lowest trading price in the previous 10 days leading up to the date of conversion.________

·(1) OnUnless ~~September~~otherwise 4indicated, ~~2014,~~the weaddress ~~executed~~for aeach ~~Securities~~of ~~Purchase~~these ~~Agreement~~stockholders ~~with~~is LGc/o ~~Capital~~Mind ~~Funding~~Solutions, ~~LLC~~Inc., ~~whereby~~at we3755 ~~issued~~Avocado aBlvd ~~convertible~~Suite ~~promissory~~108, ~~note~~La inMesa, ~~the~~California ~~amount~~91941. ~~of $31~~Also,~~500~~ tounless LGotherwise ~~Capital Funding~~indicated, ~~LLC~~each ~~bearing~~person ~~interest~~named onin the ~~unpaid~~table ~~balance~~above athas the ~~rate~~sole ofvoting ~~10 percent. On September 4, 2014, we issued a $31,500 convertible note unsecured~~ and ~~due~~investment ~~September~~power 4,with ~~2015.~~respect ~~The~~to ~~note~~our ~~is convertible into~~ shares of ~~our~~ common stock ator ~~any~~preferred ~~time~~stock ~~from~~which ~~the~~he ~~date~~beneficially ~~of issuance at a conversion rate of 55 percent of the market price, calculated as the lowest trading price in the previous 10 days leading up to the date of conversion~~owns.

· On February 10, 2015, we executed a Securities Purchase Agreement with LG Capital Funding, LLC, whereby we issued a convertible promissory note in the amount of $31,500 to LG Capital Funding, LLC bearing interest on the unpaid balance at the rate of 10 percent. On February 10, 2015, we issued a $31,500 convertible note unsecured and due September 4, 2015. The note is convertible into shares of our common stock at any time from the date of issuance at a conversion rate of 55 percent of the market price, calculated as the lowest trading price in the previous 10 days leading up to the date of conversion.39

(2) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. As of the date of this report, ~~$64~~there were outstanding 88,841,082 shares of our common stock. As of the date of this report, we have 4,000,000 shares of the LGSeries ~~Capital~~A ~~Funding~~Preferred Stock and 1,000,000 ~~LLC~~shares ~~note~~of ~~remains~~the ~~unpaid~~Series B Preferred Stock issued and outstanding. The Series A Preferred Stock does not have any voting rights. However, subject to adjustment as provided in the Certificate of Designation, each share of the Series A Preferred Stock shall be convertible into 100 fully paid and nonassessable share of our common stock. The Preferred B Stock provides super voting rights of 5,000 : 1.

~~Copies~~Other ofthan ~~the~~as ~~Securities Purchase~~stated ~~Agreements and the convertible promissory notes in favor of LG Capital Funding~~herein, ~~LLC~~there ~~executed prior to February 10, 2015,~~are ~~were~~no ~~filed~~arrangements asor ~~exhibits with the SEC. Copies of the Securities Purchase Agreement with LG Capital Funding~~understandings, ~~LLC~~known ~~dated~~to ~~February 10~~us, ~~2015,~~ ~~and~~including ~~the~~any ~~convertible~~pledge ~~promissory~~by ~~note~~any inperson ~~the amount~~ of ~~$31,500~~our ~~in favor of LG Capital Funding, LLC are filed as exhibits with this report.~~securities:

~~GEL~~The ~~Properties,~~operation ~~LLC~~of ~~Financing. Throughout~~which ~~2014,~~may weat ~~executed~~a ~~multiple~~subsequent ~~convertible~~date ~~promissory~~result ~~notes~~in toa ~~GEL~~change ~~Properties,~~in ~~LLC~~control ~~bearing~~of ~~interest~~Mind onSolutions; ~~the~~or ~~unpaid~~With ~~balance at~~respect to the ~~rate~~election of 10directors ~~percent.~~or ~~They~~other ~~are as follows:~~matters.

34Consulting Agreements

·Consulting OnAgreements ~~August~~with ~~28,~~Kerry Driscoll. ~~2014,~~Mind weSolutions ~~issued~~executed a ~~convertible~~Consulting ~~promissory~~Agreement ~~note~~on toDecember ~~GEL~~25, ~~Properties~~2013, ~~LLC~~with ~~bearing~~Kerry ~~interest~~Driscoll, onour ~~the~~current ~~unpaid~~chief ~~balance~~executive officer atand ~~the~~chief ~~rate~~financial ofofficer, 10whereby ~~percent,~~we inissued ~~the~~120,000,000 ~~original~~post ~~principal~~reverse-split ~~amount~~shares of ~~$25,000.~~our ~~The~~common ~~note~~stock isfor ~~unsecured,~~one ~~and~~year of ~~due~~executive ~~August~~services. ~~28,~~The ~~2015~~120,000,000 ~~and~~shares iswere ~~convertible~~valued ~~into~~at ~~shares~~the ofclosing ~~our~~price ~~common~~of ~~stock~~$0.0022 aton ~~any~~the ~~time~~date ~~from~~of the ~~date~~agreement ofwhich ~~issuance~~resulted in atMind aSolutions ~~conversion~~recording ~~rate~~officer compensation of 55$264,000 ~~percent~~over the life of the ~~market~~agreement. ~~price,~~The ~~calculated~~portion asof the ~~lowest~~agreement ~~trading~~not yet ~~price~~completed inas ~~the~~of ~~previous~~December 1031, ~~days~~2013, ~~leading~~was uprecorded toas prepaid expense in the ~~date~~amount of ~~conversion~~$263,397.

AsOn ofSeptember ~~the~~30, ~~date~~2013, we issued 17,812 post reverse-split shares of ~~this~~our ~~report~~common stock to Kerry Driscoll for consulting services rendered to Mind Solutions by September 30, $02013, ofwhich shares had been registered pursuant to our Registration Statement on Form S-8 filed March 31, 2013, with the ~~notes~~SEC and ~~remain~~a ~~unpaid~~subsequent Post-Effective Amendment No. 1 to ~~GEL~~Form ~~Properties~~S-8 filed with the SEC on September 9, ~~LLC~~2013.

AThe ~~copy~~registrant ofexecuted a service agreement on September 12, 2014, with its current Chief Executive Officer, Kerry Driscoll, whereby the ~~convertible~~registrant issued 5,000,000 shares ~~promissory~~of ~~notes~~Series inA ~~favor~~Preferred Stock for one year of ~~GEL~~services ~~Properties~~such as compliance, ~~LLC~~guidance, ~~was~~infrastructure ~~filed~~and asbusiness anstrategy. ~~exhibit~~The ~~with~~5,000,000 shares were valued at par $0.001which resulted in the ~~SEC~~registrant recording officer compensation of $5,000 over the life of the contract.

Premier Venture Partners, LLC Financing. On March 11, 2013, Mind Solutions and Premier Venture Partners, LLC, a California Limited Partnership executed that certain Equity Purchase Agreement with respect to the resale of up to 200,000,000 shares of our common stock by Premier pursuant to a “put right.” The Equity Purchase Agreement permitted us to “put” up to $1,000,000 in shares of our common stock to Premier. Moreover, we also agreed to register the resale by Premier of an additional 12,765,957 shares of our common stock issued as Initial Commitment Shares in connection with the Equity Purchase Agreement. We were not to receive any proceeds from the sale of the shares of our common stock offered by Premier. However, we were to receive proceeds from the sale of securities pursuant to our exercise of the put right described in the Equity Purchase Agreement. We agreed to bear all costs associated with the registration.40

WeIn ~~filed~~addition ~~with~~to the ~~SEC~~above aissuance of ~~current~~shares ~~report on~~of ~~Form~~our ~~8-K~~common stock to Mr. Driscoll, with respect to ~~the~~various ~~Premier~~Consulting ~~Equity~~Agreements ~~Purchase~~with ~~Agreement~~Mr. onDriscoll, ~~March~~please 26see “Market for Registrant’s Common Equity, ~~2014~~Related Stockholder Matters and Issuer Purchases of Equity Securities – Securities Authorized for Issuance under Equity Compensation Plans.”

OnLicense ~~June 27, 2014, we filed a registration statement on Form S-1 in connection with the Premier Equity Purchase~~ Agreement. However, on July 17, 2014, pursuant to Rule 477 of Regulation C promulgated under the Securities Act, we withdrew our registration statement, inasmuch as we received notice from the Securities and Exchange Commission on July 3, 2014, that the Commission’s preliminary review of the registration statement indicated that we were not entitled to file the registration statement for our equity line financing, inasmuch as the shares of our common stock are quoted for sale on the OTCPK operated by OTC Market Group, Inc. No securities were sold in connection with the registration statement. On September 10, 2014, we filed a Form 8-K/A announcing that we had terminated the Premier Equity Purchase Agreement.

~~Caesar~~In ~~Capital~~December ~~Group LLC Financing. On April 15~~2012, ~~2014,~~ we executed a ~~Securities~~license agreement ~~Purchase~~with ~~Agreement~~Mind ~~and~~Technologies, ~~convertible~~Inc. ~~promissory~~for ~~note~~the inright ~~the~~to ~~amount~~use, ofdevelop, ~~$50~~improve,~~000~~ ~~with~~manufacture, ~~Caesar Capital~~and ~~Group~~sale ~~LLC~~the ~~with~~licensed ~~eight~~software ~~percent~~application which ~~interest~~uses ~~per~~wireless ~~annum,~~headsets ~~due~~to ~~April~~read ~~15,~~brain ~~2015.~~waves ~~The~~and ~~note~~allow ~~holder~~interaction ~~has~~with ~~the~~a ~~right~~computer. toWe ~~convert~~issued ~~the~~3,500 ~~note into~~post ~~shares~~reverse-split shares of our common stock ~~after~~as ~~six~~consideration ~~months~~for ~~from~~ the ~~date~~license ofagreement. ~~the~~Mind ~~executed~~Technologies, ~~note~~Inc. atwas a ~~discount~~related party to ~~market~~Mind ofSolutions because 45its ~~percent~~chief ~~based on~~executive officer, Brent Fouch, was also the ~~lowest~~former ~~trading~~chief ~~price~~executive ~~ten~~officer ~~days~~of ~~prior~~Mind Solutions, Inc. See Note 9 to ~~conversion~~our attached financial statements for more details on licensed products.

AsService ~~of the date of this report, $0 of the note remains unpaid to Caesar Capital Group LLC.A copy of the Securities Purchase~~ Agreement ~~and the convertible promissory note in favor of Caesar Capital Group LLC was filed as an exhibit~~ with ~~the~~Former ~~SEC.~~Officer

~~ARRG~~The ~~Corp.~~company ~~Financing.~~executed Ona service agreement on ~~April~~September 3012, 2014, wewith ~~executed~~Brent Fouch, a ~~Securities~~former ~~Purchase~~officer ~~Agreement~~of ~~and~~the ~~convertible~~registrant, ~~promissory~~whereby ~~note in~~ the ~~amount~~registrant ofissued ~~$50~~5,000,000 ~~with~~shares ~~ARRG~~of Series ~~Corp.~~A ~~with~~Preferred ~~eight~~Stock ~~percent~~for ~~interest~~one ~~per~~year ~~annum,~~services ~~due~~to ~~April~~facilitate ~~30,~~the ~~2015.~~development ~~The~~of ~~note~~BCI ~~holder~~software ~~has~~compatibility with the ~~right~~registrant’s micro toBCI ~~convert~~headset. ~~the~~The ~~note~~5,000,000 ~~into~~ shares of ~~our~~were ~~common~~valued ~~stock~~at ~~after~~market ~~six~~value ~~months~~on ~~from~~ the ~~date~~day of ~~the~~issuance, ~~executed~~which ~~note~~resulted atin athe ~~discount~~registrant torecording a ~~market~~consulting expense of 45$1,700,000 ~~percent~~over ~~based on~~ the ~~lowest trading~~life ~~price~~of 10the ~~days prior to conversion~~contract.

AsAsset ofPurchase ~~the~~Agreement ~~date of this report, $0 of the note remains unpaid to ARRG Corp.~~

AOn ~~copy~~April of30, ~~the~~2013, ~~Securities~~we executed an asset ~~Purchase~~purchase ~~Agreement~~agreement ~~and~~with Mind Technologies, Inc. whereby we purchased all the ~~convertible~~assets ~~promissory~~of ~~note~~Mind inTechnologies, ~~favor~~Inc. for 15,000 post reverse-split shares of ~~ARRG~~our ~~Corp~~common stock. ~~was~~The ~~filed~~assets aspurchased aninclude ~~exhibit~~those ~~with~~previously ~~the~~licensed ~~SEC~~from Mind Technologies, Inc., described in Note 9 to our attached financial statements.

35Free Office Space Provided by Chief Executive Officer

~~Cicero~~Mind ~~Consulting~~Solutions ~~Group,~~has ~~LLC~~been ~~Financing. On~~provided ~~May 12, 2014, we executed a Consulting Agreement with Cicero Consulting Group, LLC and convertible promissory note in the amount~~office ofspace ~~$200,000~~by ~~whereby~~its ~~Cicero~~chief ~~Consulting~~executive ~~Group,~~officer ~~LLC~~Kerry ~~will~~Driscoll ~~provide~~at ~~management~~no ~~consulting and business advisory services to Mind Solutions over a one year term~~cost. WeManagement ~~have~~has ~~compensated~~determined ~~Cicero~~that ~~Consulting~~such ~~Group,~~cost ~~LLC with a $200,000 convertible promissory note which~~ is ~~considered earned~~nominal inand ~~full~~did ~~as of May 12, 2014. The convertible note issued pursuant to the Consulting Agreement may be converted into shares~~not ofrecognize ~~our common stock after six months from~~ the ~~date~~rent ofexpense ~~the~~in ~~executed~~its ~~note~~financial ~~at a 10 percent discount to market based on the lowest trading price during the 10 trading days prior to the conversion date~~statements.

AsTransactions ofWith ~~the date of this report, $100,000~~Former ~~of the note remains unpaid to Cicero Consulting Group, LLC~~Officer

ABeginning ~~copy~~in of2010 ~~the~~and ~~Consulting~~continuing into ~~Agreement~~2014, there were several agreements executed between Mind Solutions, Inc. and its predecessors with Brent Fouch, one of the ~~convertible~~officers of ~~promissory~~a ~~note~~predecessor inwho ~~favor~~loaned $347,292 to Mind Solutions for working capital purposes. In payment of ~~Cicero~~the ~~Consulting~~amount ~~Group~~owed to Mr. Fouch, we ~~LLC~~issued ~~was~~various ~~filed~~convertible aspromissory annotes. ~~exhibit~~Mr. ~~with~~Fouch subsequently converted or assigned the ~~SEC~~notes to Magna Group, LLC.

~~KBM~~Item ~~Worldwide, Inc~~14. ~~Financing. On~~Principal ~~May~~Accounting 8,Fees ~~2014,~~and ~~we executed a Securities Purchase Agreement with KBM Worldwide, Inc~~Services., whereby we issued a convertible promissory note dated May 8, 2014, to KBM Worldwide, Inc. bearing interest on the unpaid balance at the rate of eight percent, in the original principal amount of $42,500.

~~The~~Audit note is convertible into shares of our common stock by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion. The term “Conversion Amount” means, with respect to any conversion of a note, the sum of (1) the principal amount of the note to be converted in such conversion plus (2) at KBM Worldwide, Inc.’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in the note to the Conversion Date; provided, however, that Mind Solutions shall have the right to pay any or all interest in cash plus (3) at our option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at KBM Worldwide, Inc.’s option, any amounts owed to KBM Worldwide, Inc. under the note.Fees

The ~~conversion~~aggregate ~~price~~fees ~~(the~~billed ~~“Conversion Price”)~~by ~~shall be the Variable Conversion Price (subject to equitable adjustments for stock splits, stock dividends or rights~~Patrick ~~offerings~~D. byHeyn. ~~Mind Solutions relating to our securities or the securities of any subsidiary of Mind Solutions~~CPA, ~~combinations,~~P. ~~recapitalization, reclassifications, extraordinary distributions and similar events)~~A. ~~The~~for ~~“Variable~~professional ~~Conversion~~services ~~Price”~~rendered ~~shall~~for ~~mean 51 percent multiplied by~~ the ~~Market~~audit ~~Price (as defined in the note). “Market Price" means the average~~ of ~~the lowest three Trading Prices (as defined below) for~~ our ~~common~~annual ~~stock~~financial ~~during~~statements ~~the 30 Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means,~~ for ~~any~~fiscal ~~security~~year ~~as of any date, the lowest trading price on the Over-the-Counter~~ended ~~Bulletin~~December ~~Board~~31, or2015 ~~applicable trading market (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to Mind Solutions~~ and ~~KBM Worldwide~~2014, ~~Inc.~~were ~~(i.e.~~$20, ~~Bloomberg)~~000. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by Mind Solutions and the holders of a majority in interest of the note being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such note.

~~“Trading~~Audit ~~Day”~~Related shall mean any day on which shares of our common stock are tradable for any period on the OTC, or on the principal securities exchange or other securities market on which shares of our common stock are then being traded.Fees

~~All shares of our common stock to be issued to KBM Worldwide, Inc~~None. ~~are to be issued free of any restrictions pursuant to Rule 144 under the Securities Act.~~

~~The~~Tax ~~note further provides for anti-dilution adjustments in favor of KBM Worldwide, Inc., in the event we offer additional shares of our common stock.~~Fees

~~Copies of the Securities Purchase Agreement and convertible note in favor of KBM Worldwide, Inc. were filed as exhibits with the SEC.~~41

36None.

~~Additional~~All ~~KBM~~Other Worldwide, Inc. Financing. On July 22, 2014, we executed a Securities Purchase Agreement with KBM Worldwide, Inc., whereby we issued a convertible promissory note dated July 22, 2014, to KBM Worldwide, Inc. bearing interest on the unpaid balance at the rate of eight percent, in the original principal amount of $27,500.Fees

~~Additional KBM Worldwide, Inc~~None. Financing. On October 29, 2014, we executed a Securities Purchase Agreement with KBM Worldwide, Inc., whereby we issued a convertible promissory note dated October 29, 2014, to KBM Worldwide, Inc. bearing interest on the unpaid balance at the rate of eight percent, in the original principal amount of $32,500.The notes are convertible into shares of our common stock by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion. The term “Conversion Amount” means, with respect to any conversion of a note, the sum of (1) the principal amount of the note to be converted in such conversion plus (2) at KBM Worldwide, Inc.’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in the note to the Conversion Date; provided, however, that Mind Solutions shall have the right to pay any or all interest in cash plus (3) at our option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at KBM Worldwide, Inc.’s option, any amounts owed to KBM Worldwide, Inc. under the note.

~~The~~PART conversion price (the “Conversion Price”) shall be the Variable Conversion Price (subject to equitable adjustments for stock splits, stock dividends or rights offerings by Mind Solutions relating to our securities or the securities of any subsidiary of Mind Solutions, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 51 percent multiplied by the Market Price (as defined in the note). “Market Price" means the average of the lowest three Trading Prices (as defined below) for our common stock during the 30 Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Bulletin Board, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets.” If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by Mind Solutions and the holders of a majority in interest of the note being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such note.IV

~~“Trading~~Item ~~Day”~~15. ~~shall mean any day on which shares of our common stock are tradable for any period on the OTC~~Exhibits, orFinancial onStatement ~~the principal securities exchange or other securities market on which shares of our common stock are then being traded~~Schedules.

(a) All ~~shares~~financial statements are included in Item 8 of ~~our~~this ~~common~~report. ~~stock~~(b) All financial statement schedules required to be ~~issued~~ tofiled ~~KBM~~by ~~Worldwide,~~Item ~~Inc.~~8 of this report and the exhibits contained in this report are toincluded bein ~~issued~~Item ~~free~~8 of ~~any~~this ~~restrictions~~report. ~~pursuant~~(c) toThe ~~Rule~~following ~~144~~exhibits ~~under~~are ~~the~~attached ~~Securities~~to ~~Act.~~this report:

The note further provides for anti-dilution adjustments in favor of KBM Worldwide, Inc., in the event we offer additional shares of our common stock.

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.

~~As of the date of this report, $32,500 of the note outstanding with KBM Worldwide, Inc. remains unpaid.~~42

Copies of the Securities Purchase Agreement and convertible note in favor of KBM Worldwide, Inc. were filed as exhibits with the SEC.

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

WHC Capital, LLC Financing. On May 30, 2014, we executed a Securities Purchase Agreement and convertible promissory note in the amount of $60,000 with WHC Capital, LLC with 12 percent interest per annum, due May 30, 2015. The note holder has the right to convert the note into shares of our common stock after six months from the date of the executed note at a discount to market of 50 percent based on the lowest trading price 10 days prior to conversion.43

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.

~~All shares of our common stock to be issued to WHC Capital, LLC upon conversion of the note will be free of any restrictions pursuant to Rule 144 under the Securities Act.~~44

As of the date of this report, $0 of the WHC Capital, LLC note remains unpaid.

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.

~~Copies of the Securities Purchase Agreement and convertible note in favor of WHC Capital, LLC are filed as exhibits to this report.~~45

Iconic Holdings, LLC Financing. On February 18, 2014, we executed a Note Purchase Agreement with Iconic Holdings, LLC, whereby we issued a convertible promissory note dated February 18, 2014, to Iconic Holdings, LLC bearing interest on the unpaid balance at the rate of 10 percent, in the original principal amount of $220,000. The note is convertible into shares of the Company’s stock at a 45% discount from the lowest trading price in the (10) ten days prior to conversion. As of the date of this filing, only $132,500 of principle has been funded which includes original issue discount of $13,250.

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.

The initial funding on February 25, 2014, was in the amount of $27,500 with $2,750 of original issue discount. The sum of $25,000 was delivered to Mind Solutions, and $2,500 was retained by Iconic Holdings for original issue discount and due diligence and legal bills related to this note.46

Additional Iconic Holdings, LLC Financing. An additional funding on September 25, 2014, was in the amount of $27,500 with $2,750 of original issue discount. The sum of $25,000 was delivered to Mind Solutions, and $2,500 was retained by Iconic Holdings for original issue discount and due diligence and legal bills related to this note.

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

Additional Iconic Holdings, LLC Financing. An additional funding on November 4, 2014, was in the amount of $27,500 with $2,750 of original issue discount. The sum of $25,000 was delivered to Mind Solutions, and $2,500 was retained by Iconic Holdings for original issue discount and due diligence and legal bills related to this note.47

Additional Iconic Holdings, LLC Financing. An additional funding on February 4, 2015, was in the amount of $50,000 with $5,000 of original issue discount. The sum of $50,000 was delivered to Mind Solutions, and $5,000 was retained by Iconic Holdings for original issue discount and due diligence and legal bills related to this note

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

Iconic reserves the right to pay additional consideration on the note at any time and in any amount it desires, at its sole discretion. Mind Solutions is not responsible to repay any unfunded portion of the note. The note may not be prepaid in whole or in part except as otherwise provided therein.48

Conversion Right. Subject to the terms of the note, Iconic shall have the right, at Iconic's option, at any time to convert the outstanding principal amount and interest under the note in whole or in part.

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.

Stock Certificates or DWAC. Mind Solutions will deliver to Iconic, or Iconic’s authorized designee, no later than two Trading Days after the Conversion Date, a certificate or certificates (which certificate(s) shall be free of restrictive legends and trading restrictions) representing the number of shares of common stock being acquired upon the conversion of the note. In lieu of delivering physical certificates representing the shares of common stock issuable upon conversion of the note, provided Mind Solutions' transfer agent is participating in the DTC Fast Automated Securities Transfer (“FAST”) program, upon request of Iconic, Mind Solutions shall use commercially reasonable efforts to cause its transfer agent to electronically transmit such shares issuable upon conversion to Iconic (or its designee), by crediting the account of Iconic’s (or such designee’s) prime broker with DTC through its Deposits and Withdrawal at Custodian (DWAC) program (provided that the same time periods herein as for stock certificates shall apply).49

Reservation and Issuance of Underlying Securities. Mind Solutions covenants that it will at all times reserve and keep available out of its authorized and unissued common stock solely for the purpose of issuance upon conversion of the note (including repayments in stock), free from preemptive rights or any other actual contingent purchase rights of persons other than Iconic, not less than three times (3x) the number of shares of common stock as shall be issuable (taking into account the adjustments under the note but without regard to any ownership limitations contained therein) upon the conversion of the note into common stock. These shares shall be reserved in proportion with the Consideration actually received by Mind Solutions and the total reserve will be increased with future payments of consideration by Iconic. Mind Solutions covenants that all shares of common stock that shall be issuable will, upon issue, be duly authorized, validly issued, fully-paid, non-assessable and freely-tradable. Mind Solutions agrees that this is a material term of the note.

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.

3850

Conversion Limitation. Iconic will not submit a conversion to Mind Solutions that would result in Iconic owning more than 9.99% of the total outstanding shares of Mind Solutions.

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

As of the date of this report, $118,250 of the note remains unpaid to Iconic Holdings, LLC. Copies of the Note Purchase Agreement and convertible note in favor of Iconic Holdings, LLC were filed as exhibits with the SEC.51

On September 22, 2014, the registrant entered into a Convertible Note Agreement with JSJ Investments Inc. The registrant issued a $100,000 convertible note with interest of 12% per annum, unsecured, and due March 22, 2015. The note is convertible into common shares of the registrant at any time from the date of issuance at a conversion rate of 48% discount to the market price, calculated as the average of the three lowest trading prices in the previous 20 trading days leading up to the date of conversion. As of December 31, 2014, JSJ Investments Inc. has not converted any principle on this note.

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.

~~As of the date of this report, $100,000 of the note remains unpaid to JSJ Investments, Inc.~~52

Copies of the Note Purchase Agreement and convertible note in favor of JSJ Investments, Inc. were filed as exhibits with the SEC.

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

~~Critical Accounting Policies~~____________

~~Our~~* Filed ~~financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States~~herewith. 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** Previously ~~recognize revenue in accordance with Staff Accounting Bulletin No~~filed. 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.SIGNATURES

~~Quantitative~~In ~~and~~accordance ~~Qualitative~~with ~~Disclosures~~Section 13 or 15(d) ~~About~~of ~~Market~~the ~~Risk~~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.

We conduct all of our transactions, including those with foreign suppliers and customers, in U.S. dollars. We are therefore not directly subject to the risks of foreign currency fluctuations and do not hedge or otherwise deal in currency instruments in an attempt to minimize such risks. Demand from foreign customers and the ability or willingness of foreign suppliers to perform their obligations to us may be affected by the relative change in value of such customer or supplier’s domestic currency to the value of the U.S. dollar. Furthermore, changes in the relative value of the U.S. dollar may change the price of our products relative to the prices of our foreign competitors.

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

3953

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

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.

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

~~Recently Issued Accounting Pronouncements~~54

InREPORT ~~October~~OF ~~2012,~~INDEPENDENT ~~the~~REGISTERED ~~Financial Accounting~~PUBLIC ~~Standards~~ACCOUNTING Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update were effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.FIRM

InTo ~~August 2012,~~ the ~~FASB~~Stockholders ~~issued ASU 2012-03, “Technical Amendments~~ and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

InBoard July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of aDirectors ~~date before~~Mind ~~July 27~~Solutions, ~~2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance~~Inc. ~~The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.~~

InI ~~December~~have ~~2011,~~audited the ~~FASB~~accompanying ~~issued ASU~~balance ~~2011-12,~~sheet ~~“Deferral~~ of ~~the~~Mind ~~Effective~~Solutions, ~~Date~~Inc., ~~for~~as ~~Amendments to the Presentation~~ of ~~Reclassifications~~December of31, ~~Items~~2015 ~~out~~and of2014 ~~Accumulated Other~~and ~~Comprehensive~~the ~~Income~~related instatements ~~Accounting~~of ~~Standards~~operations, ~~Update~~stockholders' ~~No.~~equity and ~~2011-05.~~cash ~~This~~flows ~~update~~for ~~defers~~ the ~~requirement~~two toyears ~~present~~in ~~items~~the ~~that are~~period ~~reclassified~~ended ~~from~~December ~~accumulated~~31, ~~other~~2015. ~~comprehensive~~These ~~income~~financial tostatements ~~net~~are ~~income in both~~ the ~~statement~~responsibility of ~~income where net income is~~the ~~presented~~Company's ~~and the statement where other comprehensive income is presented~~management. ~~The~~My ~~adoption~~responsibility ~~of ASU 2011-12~~ is ~~not expected~~ to ~~have a~~express ~~material~~an ~~impact~~opinion on ~~our~~these financial ~~position~~statements orbased ~~results~~on ofour ~~operations~~audits.

InI ~~December~~conducted ~~2011,~~my ~~the~~audit ~~FASB~~in ~~issued~~accordance ~~ASU~~with ~~No.~~the ~~2011-11~~standards ~~“Balance~~of ~~Sheet:~~the ~~Disclosures~~Public ~~about~~Company ~~Offsetting~~Accounting ~~Assets~~Oversight ~~and~~Board ~~Liabilities”~~ (~~“ASU~~United ~~2011-11”~~States). ~~This Update~~Those ~~requires~~standards anrequire ~~entity~~that I plan and perform the audit to ~~disclose~~obtain ~~information~~reasonable assurance about ~~offsetting~~whether ~~and~~the ~~related~~financial ~~arrangements~~statements toare ~~enable~~free ~~users~~ of ~~its~~material ~~financial~~misstatement. ~~statements~~The Company is not required to ~~understand~~have, ~~the~~nor ~~effect~~was ofI ~~those~~engaged ~~arrangements~~to onperform, an audit of its internal control over financial ~~position~~reporting. ~~The~~My ~~objective~~audit included consideration of ~~this~~internal ~~disclosure~~control isover tofinancial ~~facilitate~~reporting ~~comparison between~~as ~~those~~a ~~entities~~basis ~~that~~for ~~prepare~~designing ~~their~~audit ~~financial~~procedures ~~statements~~that onare ~~the~~appropriate ~~basis~~in ofthe circumstances, ~~U.S.~~but ~~GAAP~~not ~~and~~for ~~those~~the ~~entities~~purpose ~~that~~of ~~prepare~~expressing ~~their financial~~an ~~statements~~opinion on the ~~basis~~effectiveness of ~~IFRS~~the Company’s internal control over financial reporting. ~~The~~Accordingly, ~~amended~~I ~~guidance~~express isno ~~effective~~such ~~for~~opinion. ~~annual~~An ~~reporting~~audit ~~periods~~also ~~beginning~~includes examining, on ora ~~after January~~test 1basis, ~~2013,~~evidence supporting the amounts and ~~interim~~disclosures ~~periods~~in ~~within~~the ~~those~~financial ~~annual~~statements, ~~periods.~~assessing Wethe ~~are~~accounting ~~currently~~principles ~~evaluating~~used ~~the~~and ~~impact,~~significant ifestimates ~~any~~made by management, ~~that~~as well as evaluating the ~~adoption of~~overall ~~this~~financial ~~pronouncement~~statement ~~may~~presentation. ~~have~~I onbelieve ~~our~~that ~~results~~my ofaudit ~~operations~~provide ora ~~financial~~reasonable basis ~~position~~for my opinion.

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

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

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

~~Subsequent~~Patrick ~~Events~~D. Heyn. CPA, P. A.

~~See~~Atlantis, ~~“Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financing Activities.”~~Florida

~~Item~~August ~~7A. Quantitative and~~30, ~~Qualitative Disclosures About Market Risk.~~2016

~~Not applicable.~~55

Item 8. Financial Statements and Supplementary Data.

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

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

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

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


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

Liabilities and Stockholders' Equity (Deficit):

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

Commitments and Contingencies

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

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

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

~~The financial statements and related notes are included as part of this report as indexed in the appendix on page F-1, et seq.~~56

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

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


					2014
		2015			(Restated)

Revenues	$	19,898		$	100,534

Cost of Sales		—			174

Gross Profit		19,898			100,360


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

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

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

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

Income Tax Provision		—			—

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


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

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

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

~~During the last two fiscal years, we have had no disagreements with our accountants on accounting and financial disclosure.~~57

Resignation of Certifying Accountants. On January 20, 2014, we accepted the resignation of Patrick Rodgers, CPA, P.A. (“Rodgers”) from his engagement to be the independent certifying accountant for Mind Solutions, which resignation was reported in our current report on Form 8-K filed on January 21, 2014, and on Form 8-K/A filed on March 17, 2014.

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


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

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

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

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

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

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

Impairment of assets																					330,000						330,000

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

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

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

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

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

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

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

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

Debt discount																268,611											268,611

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

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


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

Effective March 6, 2014, the Public Company Accounting Oversight Board (“PCAOB”) revoked the registration of Rodgers due to its violations of PCAOB rules and auditing standards in auditing the financial statements and PCAOB rules and quality control standards with respect to Rodgers’ clients; Mind Solutions was not one of the clients for which Rodgers was sanctioned. You can find a copy of the order at http://pcaobus.org/Enforcement/Decisions/Documents/2014_Rodgers.pdf.58

Other than an explanatory paragraph included in Rodgers’ audit report for our fiscal year ended December 31, 2012, relating to the uncertainty of our ability to continue as a going concern, the audit report of Rodgers on our financial statements for the last fiscal year ended December 31, 2012, through January 20, 2014, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.

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

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

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

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

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

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

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:

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


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

During our fiscal year ending December 31, 2012, and through the date of the current report on Form 8-K and Form 8-K/A described above (i) there were no disagreements with Rodgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Rodgers, would have caused Rodgers to make reference to the subject matter of the disagreements in connection with their report; and (ii) there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.59

~~The~~MIND ~~decision~~SOLUTIONS, ~~to dismiss Rodgers was recommended by our board of directors~~INC.

~~During~~NOTES ~~the~~TO ~~two~~FINANCIAL most recent fiscal years and any subsequent interim period through January 20, 2014, there have not been any disagreements between us and Rodgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Rodgers, would have caused it to make reference to the subject matter of the disagreements in connection with its reports on the financial statements for such periods.STATEMENTS

~~Engagement~~DECEMBER ~~of New Certifying Accountants. On January 20, 2014, we engaged Terry L. Johnson, CPA (“Johnson”) as our independent accountants to report on our balance sheet as of December~~ 31, ~~2013,~~2015 ~~and~~AND the related combined statements of income, stockholders’ equity and cash flows for the year then ended. The decision to appoint Johnson was approved by our board of directors. See our current report on Form 8-K filed with the SEC on January 21, 2014.

41NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

~~During~~Mind ~~our~~Solutions, ~~two~~Inc. ~~most~~(the ~~recent~~“registrant”) ~~fiscal~~was ~~years~~initially ~~and~~incorporated ~~any~~in ~~subsequent~~the ~~interim~~state ~~period~~of ~~prior~~Delaware toon ~~the~~May ~~engagement~~19, of2000 ~~Johnson,~~as ~~neither~~Medical weRecords ~~nor~~by ~~anyone~~Net, onInc. ~~our~~On ~~behalf~~October 17, ~~consulted~~2000, ~~with~~the ~~Johnson~~registrant ~~regarding~~changed ~~either~~its ~~(i)~~name ~~the~~to ~~application~~Lifelink ofOnline, ~~accounting~~Inc. ~~principles~~In toJanuary a2001, ~~specified~~its ~~transaction,~~name ~~either~~was ~~completed~~changed orto ~~proposed;~~MedStrong orCorporation, ~~the~~and on March 9, 2001, ~~type~~the ofregistrant ~~audit~~name ~~opinion~~was ~~that~~changed ~~might~~to beMedStrong ~~rendered~~International onCorporation. ~~our~~On ~~financial~~March ~~statements~~30, ~~and~~2007, ~~either~~the aregistrant’s ~~written~~name ~~report~~was changed to VOIS, Inc. and the domicile was ~~provided~~changed to usthe orState ~~oral advice~~of ~~was~~Florida. ~~provided~~On ~~that~~October 19, 2012, the ~~new~~registrant ~~accountant~~executed ~~concluded~~a ~~was~~merger anagreement with ~~important~~Mind ~~factor~~Solutions, ~~considered~~Inc. bywhereas usMind inSolutions, ~~reaching~~Inc. became a ~~decision~~wholly asowned tosubsidiary of the ~~accounting~~ registrant. Mind Solutions, ~~auditing~~Inc. was orincorporated ~~financial~~under ~~reporting~~the ~~issue;~~laws orof ~~(ii)~~Nevada ~~any~~on ~~matter~~May ~~that~~24, ~~was~~2002, ~~either~~under the ~~subject~~name ofRed aMeteor ~~disagreement~~Media, ~~(as~~Inc. ~~defined~~The registrant changed its name to Prize Entertainment, Inc. in ~~paragraph~~November ~~304(a)(1)(iv)~~2003, and then again to Mind Solutions, Inc. in January 2011. On October 28, 2013, the registrant ~~related~~changed ~~instructions~~its toname ~~Regulation~~from ~~S-K)~~VOIS, orInc. ato ~~reportable~~Mind ~~event~~Solutions, (Inc. as ~~described~~well inas ~~paragraph~~changing ~~304(a)(1)(v) of~~its ~~Regulation~~domicile ~~S-K)~~from Florida to Nevada.

WeOn ~~provided~~October ~~Rodgers~~28, 2013, the registrant closed an Agreement and Plan of Merger with Mind Solutions, Inc. For accounting purposes this agreement was treated as a ~~copy~~reverse merger. The operations of the registrant became those solely of Mind Solutions, Inc. In connection with the merger agreement, the registrant changed its ~~disclosures~~fiscal weyear ~~made~~end into ~~the~~coincide ~~above-described~~with ~~Form~~that ~~8-K~~of ~~and~~Mind ~~Form~~Solutions, ~~8-K/A~~Inc., which ~~Rodgers~~is ~~received~~December no31. ~~later~~Pursuant ~~than~~to the ~~day~~Plan ~~that~~of ~~the~~Merger ~~disclosures~~with Mind ~~were~~Solutions, ~~filed~~Inc., ~~with~~ the ~~SEC.~~holders Weof ~~requested~~stock ~~that~~in ~~Rodgers~~VOIS, ~~furnish~~Inc. usreceived ~~with~~one ashare ~~letter~~of ~~addressed~~common tostock, ~~the~~$0.001 ~~SEC~~par ~~stating~~value ~~whether~~per itshare, ~~agreed~~in ~~with~~Mind Solutions, ~~the~~Inc. ~~statements~~for ~~made~~every by2,000 usshares inof ~~response~~common tostock ~~Item~~in ~~304~~VOIS, Inc. (in effect, a) ofone ~~Regulation~~for ~~S-K~~2,000 ~~and~~reverse split). As a result, ifthe ~~not~~then current common stockholders of VOIS, ~~stating~~Inc. held all of the ~~respects~~issued inand ~~which~~outstanding itshares ~~did~~of ~~not~~common ~~agree. Rodgers~~stock ~~refused~~in tothe ~~provide~~surviving ~~such~~corporation aMind Solutions, ~~letter~~Inc.

The ~~financial~~registrant ~~statements~~has ~~included~~developed inthree software applications which ~~this~~are ~~report~~compatible ~~were~~with ~~audited~~the byEmotiv ~~Terry~~EEG Lheadsets currently on the market. ~~Johnson~~The registrant has recently developed and brought to market a Brain-Computer-Interface (BCI) called "NeuroSync", ~~CPA~~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.

~~Item~~NOTE ~~9A. Controls~~2- ~~and Procedures.~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~See~~The ~~Item~~Company’s ~~9A(T)~~financial ~~below~~statements as of December 31, 2015 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. These matters raise substantial doubt about the Company’s ability to continue as a going concern.

~~Item~~In ~~9A(T)~~order to continue as a going concern, the Company will need, among other things, additional capital resources. ~~Controls~~ Management’s plan is to obtain such resources for the Company by obtaining capital from management and ~~Procedures~~significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern

~~Evaluation~~The ~~of Disclosure and Controls~~accompanying ~~and~~consolidated ~~Procedures. We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal~~ financial ~~officer,~~statements ofdo the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a – 15(c) and 15d – 15(e)). Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of the end of the period ended December 31, 2014, our disclosure controls and procedures were not ~~effective~~include ~~(1)~~any toadjustment ~~ensure that information required~~ to ~~be disclosed by us in reports that we file or submit under~~ the ~~Exchange Act is~~ recorded, ~~processed,~~assets ~~summarized~~or ~~and~~liabilities ~~reported, within the time periods specified in the SEC’s rules and forms and (2) to ensure~~ that ~~information~~might ~~required to~~ be ~~disclosed~~necessary should ~~by us in~~ the ~~reports~~Company ~~that~~have ~~we file or submit under the Exchange Act is accumulated and communicated~~ to ~~us,~~curtail ~~including~~operations ~~our~~or ~~chief~~be ~~executive~~unable ~~and chief financial officers, as appropriate~~ to ~~allow~~continue ~~timely~~in ~~decisions regarding required disclosure~~existence.

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.60

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,~~Cash ~~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.equivalents

42The registrant considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and equivalents. The Company had no cash equivalents at December 31, 2015 and December 31, 2014.

~~Management’s Annual Report on Internal Control over Financial Reporting~~B. ~~Our~~Fixed 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.Assets

~~The~~Fixed ~~term~~assets ~~internal~~are ~~control~~recorded ~~over~~at ~~financial reporting~~cost. isMajor ~~defined~~renewals asand aimprovements are ~~process designed by~~capitalized, orwhile ~~under~~maintenance ~~the~~and ~~supervision~~repairs ~~of,~~are ~~the~~expensed ~~issuer’s~~when ~~principal~~incurred. ~~executive~~Depreciation ~~and~~of ~~principal financial~~equipment ~~officers,~~is orcomputed ~~persons~~by ~~performing~~the ~~similar~~straight-line method ~~functions,~~over ~~and~~the ~~effected~~assets byestimated ~~the~~useful ~~issuer’s~~life ~~board~~ of ~~directors~~three, ~~management and~~five ~~other personnel~~(5), toor ~~provide~~seven ~~reasonable~~(7) ~~assurance~~years. ~~regarding~~Upon ~~the~~sale ~~reliability~~or retirement of ~~financial~~equipment, ~~reporting and~~ the related ~~preparation~~cost ofand ~~financial statements~~accumulated ~~for~~depreciation ~~external~~are ~~purposes~~removed infrom ~~accordance~~the ~~with~~accounts ~~generally~~and ~~accepted~~any ~~accounting~~gain ~~principles~~or ~~and~~loss ~~includes~~is ~~those~~reflected ~~policies~~in ~~and~~statements ~~procedures that:~~of operations.

·C. ~~Pertain~~Advertising ~~to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;~~expenses

·Advertising ~~Provide~~and ~~reasonable~~marketing ~~assurance~~expenses ~~that transactions~~ are ~~recorded~~charged ~~as necessary~~ to ~~permit~~operations ~~preparation~~as incurred. ofFor ~~financial~~the ~~statements~~years inended ~~accordance~~December ~~with~~31, ~~generally~~2015 ~~accepted~~and ~~accounting principles~~2014, ~~and~~advertising ~~that receipts~~ and ~~expenditures~~marketing ofexpense ~~the~~were ~~issuer~~$30,384 ~~are being made only in accordance with authorizations of management~~ and ~~directors~~$11,815, ~~of the issuer; and~~respectively.

·D. ~~Provide~~Revenue ~~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.~~recognition

~~Our~~The ~~management~~registrant ~~assessed~~follows paragraph 605-10-S99-1 of the ~~effectiveness~~FASB Accounting ofStandards ~~our~~Codification ~~internal~~for ~~control~~revenue ~~over~~recognition. ~~financial~~The ~~reporting~~registrant aswill ofrecognize ~~December~~revenue ~~31,~~when ~~2013~~it is realized or realizable and earned. The Inregistrant ~~making~~considers ~~this~~revenue ~~assessment,~~realized ~~our~~or ~~management~~realizable ~~used~~and earned when all of the following criteria are met: (i) persuasive ~~set~~evidence ~~forth~~of byan arrangement exists, (ii) the ~~Committee~~product ofhas ~~Sponsoring~~been ~~Organizations~~shipped ofor the ~~Treadway~~services ~~Commission~~have been rendered to the customer, (~~COSO~~iii) the insales ~~Internal~~price ~~Control-Integrated~~is ~~Framework~~fixed or determinable, and (iv) collectability is reasonably assured.

~~Changes in Internal Control Over Financial Reporting~~E. ~~There~~Stock-based have been no changes in the registrant’s internal control over financial reporting through the date of this report or during the period ended December 31, 2013, that materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.compensation

~~Independent~~The ~~Registered~~Company ~~Accountant’s Internal~~accounts ~~Control~~for ~~Attestation.~~equity ~~This report does not include an attestation report of the registrant’s registered public~~instruments ~~accounting~~issued ~~firm~~to ~~regarding~~parties ~~internal~~other ~~control~~than ~~over~~employees ~~financial~~for ~~reporting.~~acquiring ~~Management’s~~goods ~~report~~or ~~was~~services ~~not~~under ~~subject~~guidance toof ~~attestation~~Sub-topic ~~by the~~505-50 ~~registrant’s registered public accounting firm pursuant to temporary rules~~ of the ~~Securities~~FASB ~~and Exchange Commission~~Accounting ~~that~~Standards ~~permit~~Codification ~~the~~(“Sub-topic ~~registrant to provide only management’s report in this report~~505-50”).

Remediation plans for material weaknesses over internal controls. Our plans to mitigate material weaknesses in disclosure controls and procedures for future filings will be dependent on our ability to obtain adequate financing to fund development of our financial reporting infrastructure. At this time it is not cost beneficial for us to utilize capital to focus on mitigating financial reporting weaknesses; however, we expect to implement a plan for remediation of these deficiencies when sufficient funding to implement such a plan is available.61

~~Item~~Pursuant 9Bto 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. ~~Other~~ The ~~Information~~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:

~~None~~— 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.

43Risk-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.

~~PART~~Pursuant ~~III~~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.

~~Item 10. Directors, Executive Officers and Corporate Governance.~~62

~~The~~Pursuant ~~following~~to ~~table~~Paragraphs ~~sets~~505-50-25-8 ~~forth~~and ~~information~~505-50-25-9, ~~concerning~~an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the ~~directors~~grantee ~~and~~only ~~executive~~after ~~officers~~a specified period of ~~Mind~~time ~~Solutions~~if asthe terms of the ~~date~~agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of ~~this~~the ~~report:~~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.

Name	Age	Position	Director Since
Kerry Driscoll	46	Chairman, Chief Executive Officer, President, Chief Financial Officer, Principal Accounting Officer, and Secretary	2012

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.

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

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

~~Whenever~~The ~~the~~derivative ~~holders~~liabilities ofresult ~~any~~in ~~class~~a orreduction ~~classes~~ of ~~stock or any series thereof are entitled to elect one or more directors pursuant to any resolution or resolutions of~~ the ~~board,~~initial ~~vacancies~~carrying ~~and~~amount ~~newly~~(as ~~created~~unamortized ~~directorships~~discount) of ~~such~~the ~~class~~Convertible orNotes. ~~classes~~This orderivative ~~series~~liability ~~thereof~~is ~~may~~marked-to-market each ~~generally~~quarter bewith ~~filled by a majority of~~ the ~~directors~~change ~~elected~~in byfair ~~such~~value ~~class~~recorded ~~or classes or series then~~ in ~~office,~~the byincome astatement. ~~sole~~Unamortized ~~remaining~~discount ~~director~~is soamortized ~~elected~~to orinterest ~~by the unanimous~~expense ~~written~~using ~~consent or~~ the ~~affirmative~~effective ~~vote~~interest ofmethod aover ~~majority of~~ the ~~outstanding~~life ~~shares~~ of ~~such class or classes or series entitled to elect such director or directors. Officers are elected annually by~~ the ~~directors.~~Convertible ~~There are no family relationships among our directors and officers~~Note.

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

~~A description of the business experience for each of the directors and executive officers of Mind Solutions is set forth below.~~63

~~Kerry~~In ~~Driscoll~~connection ~~has~~with ~~served~~the assale ~~a member~~ of ~~our~~debt ~~board~~or ofequity ~~directors~~instruments, ~~our~~the Company ~~chief~~may ~~executive~~sell ~~officer~~options ~~and~~or ~~our~~warrants ~~chief~~to ~~financial~~purchase ~~officer~~our ~~since~~common ~~October 2012~~stock. ~~Mr.~~In ~~Driscoll~~certain ~~graduated from~~circumstances, ~~the~~these ~~University~~options ofor ~~Southern~~warrants ~~California~~may ~~where~~be classified heas ~~received~~derivative ~~his~~liabilities, ~~B.S.~~rather inthan ~~Business~~as ~~Administration~~equity. ~~through~~Additionally, the ~~Entrepreneur~~debt ~~Program. Mr.~~or ~~Driscoll~~equity ~~has~~instruments ~~been~~may ~~involved~~contain ~~with~~embedded derivative ~~many~~instruments, ~~start-ups~~such ~~since~~as ~~receiving~~embedded ~~his~~derivative ~~degree~~features which in ~~1991.~~certain ~~Since~~circumstances ~~1997,~~may hebe ~~has~~required ~~been~~to abe ~~principal~~bifurcated ~~at Driscoll~~from &the ~~Associates~~associated ~~Insurance~~host ~~Services,~~instrument ~~Inc~~and accounted for separately as a derivative instrument liability.

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

WeThe dofollowing ~~not~~table ~~currently have~~summarizes ~~an Audit, Executive, Finance, Compensation, or Nominating Committee, or any other committee of~~ the ~~board~~derivative ofliability ~~directors. However,~~activity ~~we have adopted charters~~ for ~~these committees, in~~ the ~~event~~period ~~that~~December we31, ~~elect~~2013 tothrough ~~implement~~December ~~them.~~31, ~~Copies of the charters for each proposed committee have been previously filed with the SEC.~~2015:

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

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

44For the twelve month period ended December 31, 2014, net derivative income/(loss) was ($121,690). For the twelve month period ended December 31, 2015, net derivative income/(loss) was ($110,713).

~~Rule~~The ~~4200(a)(15)~~Company ofclassifies the ~~NASD’s listing~~fair ~~standards~~value ~~defines~~of anthese ~~“independent~~securities ~~director”~~under level asthree aof ~~person~~the ~~other~~fair ~~than~~value anhierarchy ~~executive~~of ~~officer~~financial orinstruments. ~~employee~~The fair value of the derivative liability was calculated using ~~company~~a ormulti-nomial ~~any~~lattice ~~other~~model ~~individual~~that ~~having~~values the compound embedded derivatives based on a ~~relationship~~probability ~~which,~~weighted indiscounted ~~the~~cash ~~opinion~~flow model. This model is based on future projections of the ~~issuer’s~~various ~~board~~potential ofoutcomes. ~~directors,~~The ~~would~~fair ~~interfere~~values including the embedded derivatives ~~with~~that were analyzed and incorporated into the ~~exercise~~model ofincluded ~~independent~~the ~~judgment~~variable inconversion ~~carrying~~feature ~~out~~with the ~~responsibilities~~full ofratchet areset ~~director~~and dilutive reset, and the redemption options. The ~~following~~lattice ~~persons~~methodology ~~shall~~was ~~not~~used beto value the embedded derivatives within the convertible note ~~considered~~issued ~~independent:~~and converted/redeemed with the following assumptions.

~~· A director who is, or at any time during the past three years was, employed by the company;~~64

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

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

·H. Fair AValue ~~director who is a Family Member~~ of ~~an individual who is, or at any time during the past three years was, employed by the company as an executive officer;~~Financial Instruments.

·The ACompany’s ~~director~~financial ~~who~~instruments consist ~~is, or has a Family Member who is, a partner in, or a controlling stockholder or an executive officer~~ of, ~~any~~cash ~~organization~~and tocash ~~which the company made~~equivalents, oraccounts ~~from which the company received~~payable, ~~payments~~accrued ~~for~~liabilities ~~property~~and orconvertible ~~services~~debt. inThe ~~the~~estimated ~~current~~fair orvalue ~~any~~ of ~~the past three fiscal years that exceed five percent of the recipient’s consolidated gross revenues for that year~~ cash, oraccounts ~~$200,000,~~payable ~~whichever~~and isaccrued ~~more,~~liabilities ~~other~~approximate ~~than~~their ~~the~~carrying ~~following:~~amounts ~~(i)~~due ~~payments~~to ~~arising solely from investments in~~ the ~~company’s securities; or (ii) payments under non~~short-~~discretionary~~term ~~charitable~~nature ~~contribution~~of ~~matching~~these ~~programs~~instruments.

·The ACompany ~~director~~utilizes various types of ~~the~~financing to ~~issuer~~fund ~~who~~its isbusiness needs, orincluding ~~has~~convertible adebt ~~Family~~with ~~Member~~warrants ~~who~~attached. ~~is,~~The ~~employed~~Company reviews its warrants and conversion features of securities issued as to whether they are freestanding or contain an ~~executive~~embedded ~~officer~~derivative ofand, ~~another~~if ~~entity~~so, ~~where~~whether they are classified as a liability at ~~any~~each ~~time~~reporting ~~during~~period until the ~~past~~amount ~~three~~is ~~years~~settled ~~any~~and reclassified into equity with changes in fair value recognized in current earnings. At December 31, 2015, the Company had convertible debt to purchase common stock. The fair value of the ~~executive~~warrants ~~officers~~and the embedded conversion feature of the ~~issuer~~convertible ~~serve~~debt is classified as a liability. Some of these units have embedded conversion features that are treated as a discount on the ~~compensation~~notes. ~~committee~~Such financial instruments are initially recorded at fair value and amortized to interest expense over the life of ~~such~~the ~~other~~debt ~~entity;~~using orthe effective interest method.

·Inputs Aused ~~director~~in ~~who~~the ~~is,~~valuation orto ~~has~~derive afair value ~~Family~~are ~~Member~~classified ~~who~~based ~~is,~~on a ~~current~~fair ~~partner~~value ofhierarchy ~~the~~which ~~company’s~~distinguishes ~~outside~~between ~~auditor,~~assumptions orbased ~~was~~on amarket ~~partner~~data or(observable inputs) ~~employee~~and ofan ~~the company~~entity’s ~~outside~~own ~~auditor~~assumptions ~~who~~(unobservable ~~worked~~inputs). onThe ~~the~~hierarchy ~~company’s~~consists ~~audit at any time during any~~ of ~~the past~~ three ~~years.~~levels:

WeLevel ~~hope~~one— toQuoted ~~add~~market ~~qualified~~prices ~~independent~~in ~~members~~active ofmarkets ~~our~~for ~~board~~identical ofassets ~~directors~~or ~~at a later date, depending upon our ability to reach and maintain financial stability.~~liabilities;

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

~~The~~Level ~~entire~~three— ~~board~~Unobservable ~~of directors performs~~inputs ~~the~~developed ~~functions~~using ofestimates anand ~~audit committee~~assumptions, ~~but~~which noare ~~written~~developed ~~charter governs the actions of the board when performing the functions of what would generally be performed~~ by ~~an audit committee. The board approves~~ the ~~selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial~~ reporting. Inentity ~~addition, the board reviews the scope~~ and ~~results~~reflect ofthose ~~the~~assumptions ~~audit~~that ~~with~~a ~~the independent accountants, reviews with management and the independent accountants our annual~~market ~~operating~~participant ~~results,~~would considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditoruse. ~~At the present time, Kerry Driscoll, our chief executive officer and chief financial officer, is considered to be our expert in financial and accounting matters.~~

45Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company’s derivative liability is measured at fair value on a recurring basis. The Company classifies the fair value of these convertible notes and warrants derivative liability under level three. The Company’s settlement payable is measured at fair value on a recurring basis based on the most recent settlement offer. The Company classifies the fair value of the settlement payable under level three. The Company’s rescission liability is measured at fair value on a recurring basis based on the most recent stock price. The Company classifies the fair value of the rescission liability under level one. Based on ASC Topic 815 and related guidance, the Company concluded the common stock purchase warrants are required to be accounted for as derivatives as of the issue date due to a reset feature on the exercise price. At the date of issuance warrant derivative liabilities were measured at fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The Company records the fair value of these derivatives on its balance sheet at fair value with changes in the values of these derivatives reflected in the consolidated statements of operations as “Gain (loss) on derivative liabilities.” These derivative instruments are not designated as hedging instruments under ASC 815-10 and are disclosed on the balance sheet under Derivative Liabilities.

~~Nomination Committee~~65

~~Our~~ The ~~size~~following ~~and~~table ~~the size~~presents ofliabilities ~~our~~that ~~board,~~are atmeasured ~~this~~and ~~time,~~recognized doat ~~not~~fair ~~require~~value aas ~~separate~~of ~~nominating~~December ~~committee.~~31, ~~When~~2014 ~~evaluating~~and ~~director~~2015 ~~nominees,~~on ~~our directors~~a ~~consider~~recurring ~~the~~and ~~following~~non-recurring ~~factors~~basis:

· The appropriate size of our board of directors;

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

·The ~~Our~~following ~~needs~~table ~~with~~presents liabilities ~~respect~~that toare ~~the~~measured ~~particular~~and ~~talents~~recognized ~~and~~at ~~experience~~fair value as of ~~our~~December ~~directors;~~31, 2015 on a recurring and non-recurring basis:

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

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

· Experience in political affairs;

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

·I. ~~Experience~~Income ~~with accounting rules and practices; and~~Taxes

· The ~~desire~~Company accounts tofor ~~balance~~income taxes in accordance with FASB ASC 740, "Income Taxes," which requires that the ~~benefit~~Company ofrecognize deferred ~~continuity~~tax ~~with~~liabilities and assets based on the ~~periodic~~differences ~~injection~~between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the ~~fresh~~years ~~perspective~~the ~~provided~~differences byare ~~new~~expected ~~board~~to ~~members~~reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

~~Our~~The ~~goal~~Company has isadopted tothe ~~assemble~~provisions aof ~~board~~FASB ~~that~~ASC 740-10-05 Accounting for Uncertainty in Income Taxes. The ASC clarifies the accounting ~~brings~~for ~~together~~uncertainty ain ~~variety~~income oftaxes ~~perspectives~~recognized in an enterprise's financial statements. The ASC prescribes a recognition threshold and ~~skills~~measurement ~~derived~~attribute ~~from~~for ~~high~~the ~~quality~~financial ~~business~~statement recognition and ~~professional~~measurement ~~experience~~of a tax position taken or expected to be taken in a tax return. The InASC ~~doing~~provides soguidance on de-recognition, ~~the~~ ~~board~~classification, ~~will~~interest ~~also~~and ~~consider~~penalties, ~~candidates~~accounting in ~~with~~interim ~~appropriate~~periods, ~~non~~disclosure and transition. Open tax-~~business~~years ~~backgrounds~~subject to IRS examination include 2009 – 2014.

Other than the foregoing, there are no stated minimum criteria for director nominees, although the board may also consider such other factors as it may deem are in our best interests as well as our stockholders. In addition, the board identifies nominees by first evaluating the current members of the board willing to continue in service. Current members of the board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of the board does not wish to continue in service or if the board decides not to re-nominate a member for re-election, the board then identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the board are polled for suggestions as to individuals meeting the criteria described above. The board may also engage in research to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third party search firm, if necessary. The board does not typically consider stockholder nominees because it believes that its current nomination process is sufficient to identify directors who serve our best interests.66

~~Scientific~~J. ~~Advisory~~Loss ~~Board~~per share

WeThe ~~have~~registrant aadopted ~~Scientific~~FASB ASC Topic 260, ~~Advisory~~Earnings ~~Board~~Per ~~that~~Share. ~~provides~~Basic ~~expert~~earnings ~~advice~~per share is based on ~~product~~the ~~development~~weighted effect of all common shares issued and ~~other~~outstanding ~~matters~~and is calculated by dividing net income (loss) available to common stockholders by the weighted average shares outstanding during the period. ~~This~~Diluted ~~board~~earnings per share is ~~composed~~calculated by dividing net income available to common stockholders by the weighted average number of ~~two~~common ~~members~~shares used in the basic earnings per share calculation plus the number of common shares, ~~Dr.~~if any, that would ~~Gordon~~be ~~Chiu~~issued ~~and~~assuming ~~Joe~~conversion ~~Abrams~~of all potentially dilutive securities outstanding. For all periods, potentially issuable securities are anti-dilutive.

~~Dr.~~There ~~Chiu~~are ~~has~~approximately ~~more~~potentially ~~than~~dilutive 15shares ~~years~~ of ~~combined~~common ~~domestic~~stock ~~and~~outstanding ~~international~~as ~~experience~~of inDecember ~~biomedical~~31, ~~chemical~~2015, ~~cosmetic,~~which ~~medical~~are ~~and~~derived ~~technology~~from ~~industries. He has been invited to serve on~~ the ~~board~~outstanding ofconvertible ~~public~~promissory ~~and private companies and to provide vital advice to the board while increasing~~notes. ~~overall~~The ~~stockholder~~registrant ~~value.~~also ~~Dr. Chiu’s background and broad experience~~ has ~~allowed~~5,010,000 ~~him~~shares ~~to act as an advisor in areas~~ of ~~Alzheimer research,~~Series ~~breast~~A ~~cancer~~Preferred ~~research,~~Stock ~~dermatology,~~issued ~~drug~~and ~~addictions research~~outstanding, ~~green~~each ~~technology~~share ~~and~~of ~~antimicrobial~~which ~~research.~~can ~~Dr.~~be ~~Chiu~~converted ~~has~~into ~~worked~~100 asshares aof ~~research~~our ~~scientist~~common ~~for~~stock, ~~both~~therefore ~~Pfizer~~there ~~(NYSE:~~are ~~PFE)~~an ~~and~~additional ~~Merck~~501,000,000 &potentially ~~Co.~~dilutive ~~Inc.~~shares ~~(NYSE:~~of ~~MRK)~~common stock.

DrK. ~~Chiu graduated~~Use with a B.S. degree from Rensselaer Polytechnic Institute with a summa cum laude. He graduated with an M.S. degree from Seton Hall University. Additionally, Dr. Chiu was accepted as an MD/PhD candidate under the National Institutes of ~~Health’s~~ Medical Scientist Training Program for four years at the Mount Sinai School of Medicine where he also researched, developed, consulted and advised the Department of Dermatology’s Dr. Huachen Wei in skin cancer research. Seeing the opportunity to impact foreign policies in healthcare, he transferred his credentials to University of Bridgeport School of Naturopathic Medicine to receive his doctorate in naturopathic medicine. With this unique background, he has been chosen to serve in an advisory role in the identification of low cost technologies (i.e., non-invasive diagnostic equipment) for emerging countries. His years of continuous involvement have created deep relationships within the scientific, business, and medical communities.estimates

46The 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.

~~On February 12, 2011, Mind Technologies, Inc~~L., ~~one~~Embedded ofConversion our predecessors, and Dr. Gordon Chiu, our chief science advisor, granted us a license to use the technology covered by his patent application. See “Item 13. Certain Relationships and Related Transactions and Director Independence – Royalty Agreement.”Features

~~Joe~~The ~~Abrams~~Company ~~co-founded~~evaluates inembedded ~~1999~~conversion ~~Intermix,~~features ~~the~~within ~~parent~~convertible ~~company~~debt ofunder ~~social~~ASC ~~networking~~815 ~~leader~~“Derivatives ~~MySpace.~~and InHedging” ~~2005, MySpace was sold~~ to ~~News~~determine ~~Corp.~~whether the ~~for~~embedded ~~$580~~conversion ~~million. In~~feature(s) ~~addition,~~should ~~Mr.~~be ~~Abrams~~bifurcated ~~was~~from athe ~~founder~~host ofinstrument ~~The~~and ~~Software~~accounted ~~Toolworks,~~for as a ~~software~~derivative ~~company~~at ~~that~~fair ~~released~~value with ~~several~~changes ~~hit titles~~ in ~~the~~fair ~~1980’s, which~~value ~~ultimately~~recorded ~~led~~in toearnings. If the ~~company’s~~conversion ~~sale~~feature indoes ~~1994~~not torequire ~~Pearson,~~derivative ~~PLC~~treatment ~~for~~under ~~$462~~ASC ~~million.~~815, the Heinstrument ~~has~~is ~~deep~~evaluated ~~experience~~under inASC ~~helping early~~470-~~stage, publicly~~20 ~~held~~“Debt ~~technology~~with ~~companies~~Conversion ~~reach~~and ~~the~~Other ~~next~~Options” ~~phase~~for consideration of ~~growth~~any beneficial conversion features.

~~Section~~M. ~~16(a)~~Derivative ~~Beneficial~~Financial ~~Ownership Reporting Compliance~~Instruments

~~Under~~Fair ~~Section~~value ~~16(a)~~accounting requires bifurcation of ~~the~~embedded ~~Exchange~~derivative ~~Act, our~~instruments ~~directors~~such ~~and~~as ~~certain~~conversion offeatures ~~our~~in ~~officers,~~convertible debt or equity instruments, and ~~persons~~measurement ~~holding~~of ~~more~~their ~~than~~fair 10value ~~percent~~for ofaccounting ~~our~~purposes. ~~common~~In ~~stock~~determining ~~are~~the ~~required~~appropriate tofair ~~file~~value, ~~forms reporting~~the ~~their~~Company ~~beneficial~~uses ~~ownership~~the ofmultinomial lattice ~~our~~model. ~~common~~In ~~stock~~assessing ~~and~~the ~~subsequent~~convertible ~~changes~~debt ininstruments, ~~that~~management ~~ownership~~determines ~~with~~if the ~~United~~convertible ~~States~~debt ~~Securities~~host instrument is conventional convertible debt and ~~Exchange~~further ~~Commission~~if there is a beneficial conversion feature requiring measurement. ~~Such~~If ~~persons~~the ~~are~~instrument is ~~also~~not ~~required~~considered toconventional ~~furnish~~convertible ~~Mind~~debt, ~~Solutions~~the ~~with~~Company ~~copies~~will continue its evaluation process of ~~all~~these ~~forms~~instruments soas ~~filed~~derivative financial instruments.

~~Based~~Once ~~solely~~determined, ~~upon~~derivative aliabilities ~~review~~are adjusted ofto ~~copies of~~reflect ~~such~~fair ~~forms~~value ~~filed~~at oneach ~~Forms~~reporting 3,period 4end, ~~and~~with 5,any ~~and~~increase ~~amendments~~or ~~thereto~~decrease ~~furnished~~in tothe ~~us,~~fair wevalue ~~believe~~being ~~that~~recorded asin results of ~~the~~operations ~~date~~as ofan ~~this~~adjustment ~~report, our~~to ~~executive~~fair ~~officers,~~value ~~directors~~of ~~and~~derivatives. ~~greater~~In ~~than~~addition, 10the ~~percent~~fair ~~beneficial~~value ~~owners~~of ~~have~~freestanding ~~not~~derivative ~~complied~~instruments such onas awarrants, ~~timely~~are ~~basis~~also ~~with~~valued ~~all~~using ~~Section 16(a)~~the ~~filing~~Black-Scholes ~~requirements~~option-pricing model.

~~Communication with Directors~~67

~~Stockholders and other interested parties may contact any of our directors by writing to them at Mind Solutions, Inc~~N., atDebt ~~3525~~Issue ~~Del~~Costs ~~Mar~~and ~~Heights~~Debt ~~Road, Suite 802, San Diego, California 92130, Attention: Corporate Secretary.~~Discount

~~Our~~The ~~board~~Company ~~has~~may ~~approved a process for~~record ~~handling~~debt ~~letters~~issue ~~received~~costs ~~by us~~ and/or ~~addressed~~debt todiscounts ~~any~~in ofconnection ~~our~~with ~~directors.~~raising ~~Under~~funds ~~that~~through ~~process,~~ the ~~Secretary~~issuance ~~reviews~~of ~~all~~debt. ~~such~~These ~~correspondence and~~costs ~~regularly~~may ~~forwards~~be topaid in the ~~directors~~form aof ~~summary~~cash, ofor ~~all~~equity (such ~~correspondence,~~as ~~together~~warrants). ~~with~~These ~~copies~~costs ofare ~~all~~amortized ~~such~~to ~~correspondence~~interest ~~that, in~~expense ~~the~~over ~~opinion of~~ the ~~Secretary,~~life ~~deal with functions~~ of the ~~board or committees thereof or that he otherwise determines requires their attention~~debt. ~~Directors may at any time review~~ If a ~~log~~conversion of ~~all~~the ~~correspondence~~underlying ~~received~~debt byoccurs, usa ~~that~~proportionate ~~are~~share ~~addressed to members~~ of the ~~board~~ ~~and~~unamortized ~~request~~amounts ~~copies~~is ofimmediately ~~such correspondence~~expensed.

~~Conflicts~~O. ofRecently ~~Interest~~Issued Accounting Standards

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

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

·On ~~The~~November ~~transaction~~20, be2015, the ~~approved~~FASB byissued aan ~~majority~~Accounting Standards Update that will require companies to classify all deferred tax assets and liabilities as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. This new guidance had minimal impact on our ~~disinterested~~accounting ~~outside~~and ~~directors;~~financial reporting, and we chose to early adopt on a retrospective basis in the fourth quarter of 2016.

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

47In 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.

~~Code~~All ofother ~~Ethics~~newly ~~for~~issued accounting ~~Senior~~pronouncements ~~Executive~~but ~~Officers~~not ~~and~~yet ~~Senior Financial~~effective ~~Officers~~have been deemed either immaterial or not applicable.

We have adopted an amended Code of Ethics for Senior Executive Officers and Senior Financial Officers that applies to our president, chief executive officer, chief operating officer, chief financial officer, and all financial officers, including the principal accounting officer. The code provides as follows:68

·Note 3-Restatement- ~~Each~~The ~~officer~~Company ishas ~~responsible~~restated ~~for~~its ~~full,~~2014 ~~fair, accurate, timely and understandable disclosure in all periodic reports and~~ financial ~~disclosures~~statements ~~required~~for ~~to be filed by us with~~ the ~~Securities and Exchange Commission or disclosed to our stockholders and/or the public.~~following:

·1. ~~Each~~Recalculation ~~officer~~of ~~shall~~derivative ~~immediately~~liability ~~bring~~and todebt ~~the~~discount ~~attention~~relating ofto the ~~audit~~Company’s ~~committee,~~outstanding orconvertible ~~disclosure~~debentures. ~~compliance~~2. ~~officer,~~Recalulation ~~any material information~~ of ~~which~~ the ~~officer~~valuation ~~becomes~~of ~~aware~~preferred ~~that~~series ~~affects~~A ~~the~~shares ~~disclosures~~issued ~~made~~for byconsulting usexpense. in3. ~~our~~Write ~~public~~off ~~filings~~worthless ~~and~~investment ~~assist~~that ~~the~~resulted ~~audit committee or disclosure compliance officer~~ in ~~fulfilling~~accumulated ~~its~~comprehensive ~~responsibilities~~loss ~~for full, fair, accurate, timely and understandable disclosure~~ in ~~all~~prior ~~periodic reports required to be filed with the Securities and Exchange Commission~~year.

·The ~~Each~~following ~~officer~~are ~~shall~~previously ~~promptly~~recorded ~~notify~~and ~~our~~restated ~~general~~balances ~~counsel, if any, or the president or chief executive officer~~ as ~~well as the audit committee~~ of ~~any~~December ~~information he may have concerning any violation of our Code of Business Conduct or our Code of Ethics~~31, ~~including any actual or apparent conflicts of interest between personal and professional relationships~~2014, ~~involving~~for ~~any~~the ~~management~~year orended ~~other~~December ~~employees who have a significant role in our financial reporting~~31, ~~disclosures or internal controls~~2014.

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

MIND SOLUTIONS, INC.
BALANCE SHEET

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

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

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

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

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

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

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

· Any waiver of this Code of Ethics for any officer must be approved, if at all, in advance by a majority of the independent directors serving on our board of directors. Any such waivers granted will be publicly disclosed in accordance with applicable rules, regulations and listing standards.69

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

~~Item~~STATEMENT ~~11. Executive~~OF ~~Compensation.~~OPERATIONS

Summary of Cash and Certain Other Compensation


	December 31, 2014
		Originally
		Reported			Restated			Difference

Gross Profit		100,360			100,360			—


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

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

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

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

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

At present, Mind Solutions has one executive officer. The compensation program for future executives will consist of three key elements which will be considered by a compensation committee to be appointed:70

·MIND ASOLUTIONS, ~~base~~INC. STATEMENTS ~~salary;~~OF CASH FLOWS

· A performance bonus; and

	Originally
	Reported			Restated			Difference
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss) for the period	$	2,493,765		$	2,435,039		$	(58,726	)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Stock issued for services		562,361			1,021,638			459,277
Derivative (gain) or loss adjustment and interest		(5,871,123	)		(6,923,713	)		(1,052,590	)
Amortization of debt discounts		1,793,489			1,793,488			(1	)
Original interest discount		57,139			—			(57,139	)
Available-for-sale securities received for services revenues		100,000			(100,000	)		(200,000	)
Impairment loss on available-for-sale securities		—			96,042			96,042
Impairment loss					330,000			330,000
Compensation for fair

Filing Compare · GAMERICA HOLDINGS & ACQUISITIONS CORP.