UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report ~~(Date of earliest event reported)~~

~~March~~(Date of ~~25,~~earliest ~~2015~~event reported)

June 8, 2015

Mindpix Corporation

(Exact name of registrant as specified in its charter)

Nevada	000-55145	46-2461343
(State or other jurisdiction of incorporation)	(Commission File Number)	(I. R. S. Employer Identification No.)
(State or other jurisdiction	(Commission	(I. R. S. Employer
of incorporation)	File Number)	Identification No.)

940 Lincoln Rd., Suite 315

Miami Beach, FL

33139

(Address of principal executive offices)

(ZIP Code)

(305) 921-9814

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry in a Material Definitive Agreement

Item 2.03 Creation of a Direct Financial Obligation

Item 3.02 Unregistered Sales of Equity Securities

~~On April~~The ~~1, 2015, the~~ Company ~~sold~~has ~~13,333~~entered ofinto ~~its~~three ~~newly~~convertible ~~designated~~notes ~~Series~~with Aa ~~Convertible~~shareholder ~~Preferred Shares to Victor Siegel, the Company’s CEO. In consideration of the issuance of the shares Mr. Siegel agreed to cancel $19,999.50~~ that isamend ~~owed~~or torestate ~~him~~previous byinvestments ~~the Company. The shares are convertible as is further set forth below~~ and ~~were~~one ~~issued pursuant to an exemption from registration as provided~~new ~~for in Section 4(2) of the Securities Act of 1933~~note. ~~Mr. Siegel now holds 36,333 of the Company’s Series A Convertible Preferred shares.~~

~~Item~~$450,000 5originally invested July 1, 2014.03 ~~Amendments~~The toinvestor ~~Articles~~originally invested $450,000 by way of ~~Incorporation~~a stock purchase agreement on or ~~Bylaws~~about July 1, 2014. The Company has not been able to deliver the shares required thereunder as the Company does not have enough authorized shares available. Therefore, the Company and the investor agreed to convert the investment into a convertible note with the following terms:

On March 25, 2015 the Company filed the designation of a new series of preferred shares, the Series A Convertible Preferred Shares, previously approved by the Board of Directors. The new Series of Series A Convertible Preferred has the following attributes:

	●	Interest at 8% per annum

	●	Conversion into at the lesser of $.0002 or 20% of the average of the five lowest intraday trading prices over the 20 trading days prior to the date of conversion

~~Number~~$361,102 originally invested October 8, 2014. The investor originally invested $350,000 by way of ~~Authorized~~a ~~shares~~promissory innote on or about October 8, 2014 with a maturity date of March 16, 2015. As the ~~Series:~~Company 40was unable to repay the note at that time the Company and the investor agreed to enter into a new note for the principal amount pluse accrued and unpaid interest,~~000~~ with the following terms:

Price and Liquidation Value: $1.50 per share

	●	Interest at 8% per annum

	●	Conversion into common stock at the lesser of $.0002 or 20% of the average of the five lowest intraday trading prices over the 20 trading days prior to the date of conversion

~~Conversion~~$7,000 originally ~~Rights:~~invested ~~Shares~~March ~~are~~16, ~~convertible~~2014. onThe ~~the~~investor ~~basis~~originally ofinvested 1$7,000 ~~Series~~on AMarch ~~Convertible~~16, ~~Preferred~~2015. ~~Share~~At ~~shall~~that ~~equal~~time ~~5,000~~the ~~common~~Company ~~shares.~~and the investor ~~This~~did ~~translates~~not toenter ~~$.0003~~into ~~per~~a ~~common~~written ~~share~~agreement. Subsequently, ~~representative~~the ofCompany and the ~~current~~investor ~~market~~agreed ~~price~~to ~~per~~enter ~~share.~~into a note with the following terms:

Voting Rights: The holders of Series A Convertible Preferred Stock shall have the right to vote on matters that call for a vote owners of Common Stock and shall have 10 votes for each share of common stock to which the Series A Convertible Preferred Stock held by a holder is so convertible.

	●	Interest at 8% per annum

	●	Conversion into common stock at the lesser of $.0002 or 20% of the average of the five lowest intraday trading prices over the 20 trading days prior to the date of conversion

~~Redemption~~$20,000 byConvertible ~~Corporation:~~note ~~The~~entered ~~Corporation~~into ~~may~~on ~~from~~July ~~time-to-time~~22, ~~redeem~~2015 ~~the Series A Preferred Stock at a $3 per share~~ with ~~a minimum redemption of 1,000 shares, pro-rata amongst all~~ the ~~Holders~~following ~~of the Series A Preferred Stock.~~terms:

	●	Interest at 8% per annum

	●	Conversion into common stock at the lesser of $.0002 or 20% of the average of the five lowest intraday trading prices over the 20 trading days prior to the date of conversion

The Company has also entered into a convertible promissory note with it’s CEO for accrued and unpaid salary in the amount of $90,000. The Note accrues interest at 6% per annum and is convertible into common stock of the Company at the lesser of $.0002 or 20% of the average of the five lowest intraday trading prices over the 20 trading days prior to the date of conversion.

The foregoing information is a summary of the Notes, is not complete, and is qualified in its entirety by reference to the full text of the Notes, which are attached as an exhibit to this Current Report on Form 8-K. Readers should review the Notes in their entirety for a complete understanding of the terms and conditions associated with these transactions.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.

4.1	Filed Designation of Series A Convertible Preferred
10.1	Convertible Note dated July 1, 2014
10.1	Share Exchange Agreement between the Company and Victor Siegel Dated Feb. 23, 2015
10.2	Convertible Note dated October 8, 2014
10.3	Convertible Note dated March 16, 2015
10.4	Convertible Note dated July 15, 2015
10.5	Convertible Noted dated July 22, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

/s/ Victor Siegel Victor Siegel, CEO Date: ~~April~~July 723, 2015

Exhibit Index

Exhibit Number		Exhibit Title
4.1		Designation of Series A Convertible Preferred.
10.1		Convertible Note dated July 1, 2014
10.1		Share Exchange Agreement between the Company and Victor Siegel Dated April 1, 2015.
10.2		Convertible Note dated October 8, 2014
10.3		Convertible Note dated March 16, 2015
10.4		Convertible Note dated July 15, 2015
10.5		Convertible Noted dated July 22, 2015

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