VOIS Mind Solutions Inc (CE)

RISK FACTORS

This investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus. If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means you could lose all or a part of your investment. Any references to Mind Solutions, Inc. include VOIS, Inc., unless the context requires otherwise.

Risks Relating to Our Business

We are a development stage company with limited operating history which may not serve as an adequate basis to judge our future prospects and results of operations.

Mind Solutions, Inc., a Nevada corporation, through its predecessors, was incorporated in Delaware on May 24, 2002. Even though we have been incorporated since 2002, we are still considered an early stage company in the highly competitive market for wireless headset technology and software applications designed to operate with thought controlled technologies. We could incur net losses in the foreseeable future if we are unable to anticipate market trends and match our product offerings to consumer buying patterns. Our business strategy is unproven, and we may not be successful in addressing early stage challenges, such as establishing our position in the market and developing effective marketing of our products. To implement our business plan, we will be required to obtain additional financing. We have not yet located additional financing.

Our prospects must be considered speculative, considering the risks, expenses, and difficulties frequently encountered in the establishment of a new business, specifically the risks inherent in developmental stage companies. We expect to continue to incur significant operating and capital expenditures and, as a result, we expect significant net losses in the future. It is possible that we will not be able to achieve profitable operations or, if profitability is achieved, that it will be maintained for any significant period, or at all.

As a development stage company, we have a limited operating history upon which you can evaluate our business and prospects. We have yet to develop sufficient experience regarding actual revenues to be received from our proposed products. You must consider the risks and uncertainties frequently encountered by early stage companies in new and rapidly evolving markets. If we are unsuccessful in addressing these risks and uncertainties, our business, results of operations and financial condition will be materially and adversely affected.

An investor in our securities must consider the risks, uncertainties, and difficulties frequently encountered by companies in new and rapidly evolving markets. The risks and difficulties we face include challenges in accurate financial planning as a result of limited historical data and the uncertainties resulting from having had a relatively limited time period in which to implement and evaluate our business strategies as compared to older companies with longer operating histories.

We will need additional financing which we may not be able to obtain on acceptable terms. If we cannot raise additional capital as needed, our ability to execute our business plan and grow our business will be in jeopardy.

Capital is needed not only to fund our ongoing operations and to pay our existing obligations, but capital is also necessary for the effective implementation of our business plan. Our future capital requirements, however, depend on a number of factors, including our ability to internally grow our revenues, manage our business and control our expenses. On March 31, 2014, we had cash on hand of $57,933. We will need to raise significant additional capital to fund the future growth of Mind Solutions, including advertising and marketing, continued investment in growing our user base and product development. We do not have any firm commitments to provide capital and we anticipate that we will have certain difficulties raising capital given our development stage and the current uncertainties in the capital markets. Accordingly, we do not know if additional working capital will be available to us upon terms acceptable to us. If we do not raise funds as needed, our ability to continue to implement our business model is in jeopardy and we may never be able to achieve profitable operations. In that event, our ability to continue as a going concern is in jeopardy and you could lose all of your investment in Mind Solutions.

Our auditors have stated we may not be able to stay in business.

Our auditors have issued a going concern opinion, which means that there is doubt that we can continue as an ongoing business for the next 12 months. Unless we can raise additional capital, we may not be able to achieve our objectives and may have to suspend or cease operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We have only a limited operating history, we generated very minimal revenue in fiscal 2013 and have not operated profitably since inception. There are no assurances we will ever generate revenues or profits.

Our operations have never been profitable, and it is expected that we will continue to incur operating losses in the future. For our fiscal year ending December 31, 2013, our operating loss was $2,170,284. During our fiscal year ending December 31, 2013, cash used in operations was approximately $388,177. We also have an accumulated deficit of approximately $23,385,789. We generated only $1,163 in revenues in fiscal 2013. We do not know if we will be able to fully implement our business model, generate any meaningful revenues or operate profitably in the future. Our failure to generate substantial revenues and achieve profitable operations in future periods will adversely affect our ability to continue as a going concern. If we should be unable to continue as a going concern, you could lose all of your investment in Mind Solutions.

We may not be successful in the implementation of our business strategy or our business strategy may not be successful, either of which will impede our development and growth.

Our business strategy involves identifying popular wireless headset technology and software applications designed to operate with thought controlled technologies products that lend themselves for sale, anticipating consumer trends in selecting products to sell, and developing our brand image with our target market. Our ability to implement this business strategy is dependent on our ability to:

 We do not know whether we will be able to continue successfully implementing our business strategy or whether our business strategy will ultimately be successful. In assessing our ability to meet these challenges, a potential investor should take into account our lack of operating history and brand recognition, our management’s relative inexperience, the competitive conditions existing in our industry and general economic conditions and consumer discretionary spending habits. Our growth is largely dependent on our ability to successfully implement our business strategy. Our revenues may be adversely affected if we fail to implement our business strategy or if we divert resources to a business strategy that ultimately proves unsuccessful.

We are dependent on the manufacturers of the products we sell.

The success of our business is, in large part, dependent upon the overall success of the applicable manufacturers of our wireless and software products. Accordingly, our success is linked to the financial condition, management, marketing, production and distribution capabilities of these manufacturers. Events, such as labor strikes, that may adversely affect a manufacturer, may also adversely affect our business. Similarly, the delivery of products from manufacturers later than scheduled, which may occur particularly during periods of new product introductions, can lead to reduced sales during such periods. Furthermore, any event that causes adverse publicity involving these manufacturers may have an adverse affect on our business regardless of whether such event directly involves Mind Solutions.

We have limited existing brand identity and customer loyalty; if we fail to market our brand to promote the product offerings, our business could suffer.

Even though we have been incorporated business since 2002, we have only been in the business of wireless headset technology and software applications designed to operate with thought controlled technologies, since 2012. Currently do not have strong brand identity or brand loyalty. We believe that establishing and maintaining brand identity and brand loyalty is critical to attracting customers to our products and developing additional relationships with suppliers and securing contracts to directly ship our products. In order to attract customers and respond to competitive pressures, we may be forced to spend substantial funds to create and maintain brand recognition among consumers and suppliers. We believe that advertising rates and the cost of our advertising campaigns in particular, could increase substantially in the future. If our branding efforts are not successful, our ability to earn revenues and sustain our operations will be harmed.

Promotion and enhancement of our products will also depend on our success in consistently providing high-quality products to our customers. Since we rely on suppliers to directly ship products purchased to our customers, if our suppliers do not ship quickly, or if our consumers do not perceive the products we offer as superior, the value of the Mind Solutions brand could be harmed. Any brand impairment or dilution could decrease the attractiveness of Mind Solutions to one or more of these groups, which could harm our business, results of operations and financial condition.

Our product offerings may not be accepted.

We constantly seek to modify our product offerings to match consumer buying trends. As is typically the case in evolving product offerings, anticipation of demand and market acceptance is subject to a high level of uncertainty. The success of our product offerings primarily depends on the interest of consumers in purchasing our particular assortment of products, which at this stage is uncertain. In general, achieving market acceptance for our products will require substantial marketing efforts and the expenditure of significant funds, which we do not currently possess, to create awareness and demand among consumers.

We have limited marketing experience, and have extremely limited financial, personnel and other resources to undertake extensive marketing activities. Accordingly, we are uncertain as to the acceptance of any of our products or our ability to generate the revenues necessary to remain in business.

We depend on third parties for supplying our products and shipping them directly to us.

We do not own or operate any manufacturing facilities and we are currently dependent on third-party suppliers in other locations, including overseas. Therefore, we are, and in the future will continue to be, dependent upon our suppliers to ship on a timely basis the products ordered by customers. We also rely on our suppliers to comply with any applicable safety standards and state and local regulatory requirements, if any, at competitive prices.

Should our current suppliers be unable or unwilling in the future to meet our needs for any reason, we would have to find replacement product suppliers, in default of which we would lose sales and marketing credibility as well as our ability to generate revenues.

Although we may have the right to use various intellectual property rights related to our products, these rights may not provide us with any competitive advantage.

It is possible that our brand name will infringe on the intellectual property rights of others, and that our assertions of intellectual property rights may not be enforceable or provide protection against competitive products or otherwise be commercially valuable. Moreover, enforcement of intellectual property rights typically requires time consuming and costly litigation. There is the possibility that others will independently develop substantially similar products.

Our inability to obtain sufficient financing will harm our development and growth strategy.

We will require substantial amounts of working capital to fund our business. We currently anticipate that our available funds will be sufficient to meet our anticipated needs for working capital and capital expenditures through the next 12 months. Our anticipation of the time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary as a result of a number of factors, including those described in these Risk Factors and elsewhere in this prospectus. We are uncertain that additional financing will be available to us on favorable terms when required, or at all. If we are unable to obtain sufficient additional capital when needed, we could be forced to alter our business strategy, and delay or abandon some of our development plans. Any of these events would harm our business, financial condition and results of operation. In addition, if we raise additional funds through the issuance of equity, equity-linked or debt securities, such securities may have rights, preferences or privileges senior to those of the rights of our common stock and our stockholders may experience additional dilution.

Risks associated with our ability to manage expansion.

The growth of our business depends in large part on our ability to manage expansion, and control costs in our operations. This strategy will entail reviewing and potentially reorganizing operations, corporate infrastructure and system and financial controls. Unforeseen expenses, difficulties, complication and delays frequently encountered in connection with the rapid expansion of operations could inhibit our growth and adversely affect our financial condition, results of operations or cash flow.

Our future financial results are uncertain and our operating results may fluctuate, due to, among other things, consumer trends, seasonal fluctuations and market demand.

As a result of our lack of operating history, it is difficult to accurately forecast our revenue. We have little historical financial data upon which to base planned operating expenses. At present, we base our current and future expense levels on our operating plans and estimates of future expenses. Our expenses are dependent in large part upon expenses associated with our proposed marketing expenditures and related overhead expenses, and the costs of hiring and maintaining qualified personnel to carry out our respective services. Sales and operating results are difficult to forecast because they will depend on the growth of our customer base, changes in customer demands based on seasonal fluctuations and consumer trends, the degree of utilization of our advertising services as well as the mix of products and services sold. As a result, we may be unable to make accurate financial forecasts and adjust our spending in a timely manner to compensate for any unexpected revenue shortfall. This inability could cause our net losses in a given quarter to be greater than expected.

We may encounter substantial competition in our business and failure to compete effectively may adversely affect our ability to generate revenue.

We believe that existing and new competitors will continue to improve their products and introduce new products with competitive price and performance characteristics. We expect that we will be required to continue to invest in product development and productivity improvements to compete effectively in our markets. Our competitors could develop a more efficient product or undertake more aggressive and costly marketing campaigns than ours, which may adversely affect our marketing strategies and could have a material adverse effect on our business, results of operations and financial condition. Important factors affecting our ability to compete successfully include:

In periods of reduced demand for our products, we can either choose to maintain market share by reducing our selling prices to meet competition or maintain selling prices, which would likely sacrifice market share. Sales and overall profitability could be reduced in either case. In addition, competitors may enter our existing markets, or we will be unable to compete successfully against existing or new competition.

We rely on the services of certain key personnel.

Our business relies on the efforts and talents of our chief executive officer and our chief financial officer, Kerry Driscoll. The loss of his services could adversely affect the operations of our business, and could have a very negative impact on our ability to fulfill on our business plan.

We may not be able to hire and retain qualified personnel to support our growth and if we are unable to retain or hire such personnel in the future, our ability to improve our products and implement our business objectives could be adversely affected.

At present, we rely on independent contractors, especially Dr. Gordon Chiu, our chief scientific advisor. If Dr. Chiu, or one or more of our senior executives or other key personnel or independent contractors are unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, and our business may be disrupted and our financial condition and results of operations may be materially and adversely affected. Competition for senior management and senior technology personnel is intense, the pool of qualified candidates is very limited, and we may not be able to retain the services of our senior executives or senior technology personnel, or attract and retain high-quality senior executives or senior technology personnel in the future. Such failure could materially and adversely affect our future growth and financial condition.

We may have difficulty in attracting and retaining management and outside independent members to our board of directors as a result of their concerns relating to their increased personal exposure to lawsuits and stockholder claims by virtue of holding these positions in a publicly held company.

The directors and management of publicly traded corporations are increasingly concerned with the extent of their personal exposure to lawsuits and stockholder claims, as well as governmental and creditor claims which may be made against them, particularly in view of recent changes in securities laws imposing additional duties, obligations and liabilities on management and directors. Due to these perceived risks, directors and management are also becoming increasingly concerned with the availability of directors and officers’ liability insurance to pay on a timely basis the costs incurred in defending such claims. We currently do not carry directors and officers’ liability insurance. Directors and officers’ liability insurance has recently become much more expensive and difficult to obtain. If we are unable to provide directors and officers’ liability insurance at affordable rates or at all, it may become increasingly more difficult to attract and retain qualified outside directors to serve on our board of directors.

We may lose potential independent board members and management candidates to other companies that have directors and officers’ liability insurance to insure them from liability or to companies that have revenues or have received greater funding to date which can offer more lucrative compensation packages. The fees of directors are also rising in response to their increased duties, obligations and liabilities as well as increased exposure to such risks. As a company with limited operating history and resources, we will have a more difficult time attracting and retaining management and outside independent directors than a more established company due to these enhanced duties, obligations and liabilities.

Our future revenues are unpredictable and our quarterly operating results may fluctuate significantly.

We cannot forecast with any degree of certainty whether any of our proposed products will ever generate revenue or the amount of revenue to be generated by any of our proposed products. In addition, we cannot predict the consistency of our quarterly operating results. Factors which may cause our operating results to fluctuate significantly from quarter to quarter include:

We may fail to establish and maintain strategic relationships.

We believe that the establishment of strategic partnerships will greatly benefit the growth of our business, and we intend to seek out and enter into strategic alliances. We may not be able to enter into these strategic partnerships on commercially reasonable terms, or at all. Even if we enter into strategic alliances, our partners may not attract significant numbers of customers or otherwise prove advantageous to our business. Our inability to enter into new manufacturing or distribution relationships or strategic alliances could have a material and adverse effect on our business.

Acts of terrorism, responses to acts of terrorism and acts of war may impact our business and our ability to raise capital .

Future acts of war or terrorism, national or international responses to such acts, and measures taken to prevent such acts may harm our ability to raise capital or our ability to operate, especially to the extent we depend upon activities imports from foreign countries, such as China. In addition, the threat of future terrorist acts or acts of war may have effects on the general economy or on our business that are difficult to predict. We are not insured against damage or interruption of our business caused by terrorist acts or acts of war.

Risk Factors Related the Equity Purchase Agreement and Our Common Stock

Kerry Driscoll owns approximately 19.52 percent of our common stock. This concentration of ownership could discourage or prevent a potential takeover of Mind Solutions that might otherwise result in your receiving a premium over the market price for your common stock.

Kerry Driscoll, our chairman of the board, president, chief financial officer, principal accounting officer, and secretary owns 120,098,085 shares of our common stock, which represent approximately 19.52 percent of our outstanding common stock as of the date of this prospectus. The result of the ownership of our common stock by Mr. Driscoll is that he may have the power to influence voting control on all matters submitted to our stockholders for approval and may be able to control our management and affairs, including extraordinary transactions such as mergers and other changes of corporate control, and going private transactions. Additionally, this concentration of voting power could discourage or prevent a potential takeover of Mind Solutions that might otherwise result in your receiving a premium over the market price for your common stock.

We are registering an aggregate of 800,000,000 shares of common stock to be issued in connection with the Equity Purchase Agreement. The sale of such shares could depress the market price of our common stock.

We are registering an aggregate of 800,000,000 shares of common stock under the registration statement of which this prospectus forms a part for issuance in connection with the Equity Purchase Agreement. The sale of these shares into the public market by Premier could depress the market price of our common stock . As of June 16, 2014, there were 615,166,801 shares of our common stock outstanding.

Assuming we utilize the maximum amount available under the Equity Purchase Agreement, existing stockholders could experience substantial dilution upon the issuance of common stock.

Our Equity Purchase Agreement with Premier contemplates the potential future issuance and sale of up to $1,000,000 of our common stock to Premier subject to certain restrictions and obligations. The following table is an example of the number of shares that could be issued at various prices assuming we utilize the maximum amount remaining available under the Equity Purchase Agreement. These examples assume issuances at a market price of $0.0019 per share, the closing price of our shares on June 18, 2014, and at 10 percent, 25 percent and 50 percent below $0.0019 per share.

The following table should be read in conjunction with the footnotes immediately following the table.

We May Not Have Access to the Full Amount under the Equity Purchase Agreement.

During the twelve months ended March 31, 2014, the average market price of our common stock was $0.004, after allowing for the one for 2,000 reverse split of our common stock which occurred on October 31, 2013. We do not know if the market price of our common stock will increase substantially in the near future. The entire commitment under the Equity Purchase Agreement is $1,000,000. Presuming we will maintain the market price of our common stock at $0.0019, we need to issue 701,754,386 shares of common stock to Premier in order to have access to the full amount under the Equity Purchase Agreement. We are authorized to issue 5,000,000,000 shares of common stock and have 615,166,801 shares issued as of the date of this prospectus. 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, none of which are issued or outstanding.

Premier will pay less than the then-prevailing market price for our common stock.

The common stock to be issued to Premier pursuant to the Equity Purchase Agreement will be purchased at a 25 percent discount to the lowest closing “best bid” price (the highest posted bid price) of the common stock during the five consecutive trading days immediately following the date of our notice to Premier of our election to put shares pursuant to the Equity Purchase Agreement. Premier has a financial incentive to sell our common stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If Premier sells the shares, the price of our common stock could decrease. If our stock price decreases, Premier may have a further incentive to sell the shares of our common stock that it holds. These sales may have a further impact on our stock price.

There may not be sufficient trading volume in our common stock to permit us to generate adequate funds from the exercise of our put.

The Equity Purchase Agreement provides that the dollar value that we will be permitted to put to Premier will be either:

If the average daily trading volume in our common stock is too low, it is possible that we would only be permitted to exercise a put for $100,000, which may not provide adequate funding for our planned operations.

The market price for our common stock is particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, limited operating history and lack of net revenues which could lead to wide fluctuations in our share price. The price at which you purchase our common stock may not be indicative of the price that will prevail in the trading market.

The market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In fact, during the period from January 1, 2012 until March 31, 2014, the high and low sale prices of a share of our common stock were $198.00 and $0.0014, respectively, after allowing for the one for 2,000 reverse split of our common stock which occurred on October 31, 2013. The volatility in our share price is attributable to a number of factors. First, as noted above, the shares of our common stock are sporadically and/or thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our stockholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of shares of our common stock are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price.

Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our products and services. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer.

As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a mature issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. It is possible that a broader or more active public trading market for our common stock will not develop or be sustained, or that current trading levels will continue.

Shares of our common stock which may be issued upon the conversion by Asher Enterprises, Inc. may dilute the ownership interests of our stockholders.

As of the date of this prospectus, a convertible promissory note dated February 6, 2014, payable to the order of Asher Enterprises, Inc. in the original principal amount of $37,500 remains unpaid, and a convertible promissory note dated May 8, 2014, payable to the order of Asher Enterprises, Inc. in the original principal amount of $42,500 remains unpaid. If Asher Enterprises, Inc. elects to convert the unpaid balance of our convertible notes totaling $80,000 into shares our common stock, our current stockholders would be subject to dilution of their interests. Pursuant to the terms of the notes, Asher Enterprises, Inc. has agreed that it will not convert the notes into more than 4.99 percent of our outstanding shares. Asher Enterprises, Inc., as of June 16, 2014, may elect to convert the notes into 30,696,823 shares, which number equals 4,99 percent of our current outstanding shares. However, if Asher Enterprises, Inc. so elects, it may waive its self-imposed limitation and convert the note into a number so that its total ownership our common stock would exceed 4.99 percent. For example, Asher Enterprises, Inc. currently does not own any shares of our common stock. If Asher Enterprises, Inc. elected to convert the entire $80,000 principal and interest balance of the notes into our shares on June 16, 2014, Asher Enterprises, Inc. would own 42,105,263 shares of our common stock or 4.5 percent of our post conversion outstanding shares.

Shares of our common stock which may be issued upon the conversion by JMJ Financial may dilute the ownership interests of our stockholders.

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, on December 9, 2013, in the amount of $25,000, and on April 16, 2014, in the amount of $40,000. After allowing for conversions, only $37,418 of the note was convertible on the date of this prospectus. If JMJ Financial elects to convert the principle balance of $37,418 of the convertible note dated May 15, 2013, into shares our common stock, our current stockholders would be subject to dilution of their interests. Pursuant to the terms of the note, JMJ Financial has agreed that it will not convert the note into more than 4.99 percent of our outstanding shares. JMJ Financial, as of June 16, 2014, may elect to convert the note into 27,965,031 shares, which number equals 4.5 percent of our current outstanding shares. However, if JMJ Financial so elects, it may waive its self-imposed limitation and convert the note into a number so that its total ownership our common stock would exceed 4.99 percent. For example, JMJ Financial currently does not own any shares of our common stock. If JMJ Financial elected to convert the entire unpaid principal and interest balance of the note into our shares on June 16, 2014, JMJ Financial would own 27,965,031 shares of our common stock or 4.5 percent of our post conversion outstanding shares.

Shares of our common stock which may be issued upon the conversion by LG Capital Funding, LLC may dilute the ownership interests of our stockholders.

As of the date of this prospectus, a convertible promissory note dated February 25, 2014, payable to the order of LG Capital Funding, LLC in the original principal amount of $25,000 remains unpaid, and a convertible promissory note dated March 25, 2014, payable to the order of LG Capital Funding, LLC in the original principal amount of $40,000 remains unpaid. If LG Capital Funding, LLC elects to convert our convertible notes totaling $65,000 into shares our common stock, our current stockholders would be subject to dilution of their interests. Pursuant to the terms of the notes, LG Capital Funding, LLC has agreed that it will not convert the notes into more than 4.99 percent of our outstanding shares. LG Capital Funding, LLC, as of September 25, 2014, may elect to convert the notes into 30,696,823 shares, which number equals 4.99 percent of our current outstanding shares. However, if LG Capital Funding, LLC so elects, it may waive its self-imposed limitation and convert the notes into a number so that its total ownership our common stock would exceed 4.99 percent. For example, LG Capital Funding, LLC currently does not own any shares of our common stock. If LG Capital Funding, LLC elected to convert the entire $65,000 principal and interest balance of the note into our shares on June 16, 2014, LG Capital Funding, LLC would own 48,578,947 shares of our common stock or 7.9 percent of our post conversion outstanding shares.

Shares of our common stock which may be issued upon the conversion by GEL Properties, LLC may dilute the ownership interests of our stockholders.

As of the date of this prospectus, a convertible promissory note dated February 4, 2014, payable to the order of GEL Properties, LLC in the original principal amount of $25,000 remains unpaid. If GEL Properties, LLC elects to convert our convertible note totaling $25,000 into shares our common stock, our current stockholders would be subject to dilution of their interests. Pursuant to the terms of the note, GEL Properties, LLC has agreed that it will not convert the note into more than 4.99 percent of our outstanding shares. LG Capital Funding, LLC, as of June 16, 2014, may elect to convert the note into 18,684,210 shares, which number equals 3.0 percent of our current outstanding shares. However, if GEL Properties, LLC so elects, it may waive its self-imposed limitation and convert the note into a number so that its total ownership our common stock would exceed 4.99 percent. For example, GEL Properties, LLC currently does not own any shares of our common stock. If GEL Properties, LLC elected to convert the entire $25,000 principal and interest balance of the note into our shares on June 16, 2014, GEL Properties, LLC would own 18,684,210 shares of our common stock or 3.0 percent of our post conversion outstanding shares.

Shares of our common stock which may be issued upon the conversion by Caesar Capital Group LLC may dilute the ownership interests of our stockholders.

As of the date of this prospectus, a convertible promissory note dated April 15, 2014, payable to the order of Caesar Capital Group LLC in the original principal amount of $50,000 remains unpaid. If Caesar Capital Group LLC elects to convert our convertible note totaling $50,000 into shares our common stock, our current stockholders would be subject to dilution of their interests. Pursuant to the terms of the note, Caesar Capital Group LLC has agreed that it will not convert the note into more than 4.99 percent of our outstanding shares. Caesar Capital Group LLC, as of June 16, 2014, may elect to convert the note into 30,696,823 shares, which number equals 4.99 percent of our current outstanding shares. However, if Caesar Capital Group LLC so elects, it may waive its self-imposed limitation and convert the note into a number so that its total ownership our common stock would exceed 4.99 percent. For example, Caesar Capital Group LLC currently does not own any shares of our common stock. If Caesar Capital Group LLC elected to convert the entire $50,000 principal and interest balance of the note into our shares on June 16, 2014, Caesar Capital Group LLC would own 52,631,579 shares of our common stock or 8.55 percent of our post conversion outstanding shares.

Shares of our common stock which may be issued upon the conversion by ARRG Corp. may dilute the ownership interests of our stockholders.

As of the date of this prospectus, a convertible promissory note dated April 30, 2014, payable to the order of ARRG Corp. in the original principal amount of $50,000 remains unpaid. If Caesar Capital Group LLC elects to convert our convertible note totaling $50,000 into shares our common stock, our current stockholders would be subject to dilution of their interests. Pursuant to the terms of the note, ARRG Corp. has agreed that it will not convert the note into more than 4.99 percent of our outstanding shares. ARRG Corp., as of June 16, 2014, may elect to convert the note into 30,696,823 shares, which number equals 4.99 percent of our current outstanding shares. However, if ARRG Corp. so elects, it may waive its self-imposed limitation and convert the note into a number so that its total ownership our common stock would exceed 4.99 percent. For example, ARRG Corp. currently does not own any shares of our common stock. If ARRG Corp. elected to convert the entire $50,000 principal and interest balance of the note into our shares on June 16, 2014, ARRG Corp. would own 52,631,579 shares of our common stock or 8.55 percent of our post conversion outstanding shares.

Shares of our common stock which may be issued upon the conversion by KBM Worldwide, Inc. may dilute the ownership interests of our stockholders.

As of the date of this prospectus, a convertible promissory note dated May 8, 2014, payable to the order of KBM Worldwide, Inc. in the original principal amount of $42,500 remains unpaid. If KBM Worldwide, Inc. elects to convert our convertible note totaling $42,500 into shares our common stock, our current stockholders would be subject to dilution of their interests. Pursuant to the terms of the note, KBM Worldwide, Inc. has agreed that it will not convert the note into more than 4.99 percent of our outstanding shares. KBM Worldwide, Inc., as of June 16, 2014, may elect to convert the note into 30,696,823 shares, which number equals 4.99 percent of our current outstanding shares. However, if KBM Worldwide, Inc. so elects, it may waive its self-imposed limitation and convert the note into a number so that its total ownership our common stock would exceed 4.99 percent. For example, KBM Worldwide, Inc. currently does not own any shares of our common stock. If KBM Worldwide, Inc. elected to convert the entire $42,500 principal and interest balance of the note into our shares on June 16, 2014, KBM Worldwide, Inc. would own 44,736,842 shares of our common stock or 7/3 percent of our post conversion outstanding shares.

Shares of our common stock which may be issued upon the conversion by Cicero Consulting Group, LLC may dilute the ownership interests of our stockholders.

As of the date of this prospectus, a convertible promissory note dated May 12, 2014, payable to the order of Cicero Consulting Group, LLC in the original principal amount of $200,000 remains unpaid. If Cicero Consulting Group, LLC elects to convert our convertible note totaling $200,000 into shares our common stock, our current stockholders would be subject to dilution of their interests. Pursuant to the terms of the note, Cicero Consulting Group, LLC has agreed that it will not convert the note into more than 4.99 percent of our outstanding shares. Cicero Consulting Group, LLC, as of June 16, 2014, may elect to convert the note into 30,696,823 shares, which number equals 4.99 percent of our current outstanding shares. However, if Cicero Consulting Group, LLC so elects, it may waive its self-imposed limitation and convert the note into a number so that its total ownership our common stock would exceed 4.99 percent. For example, Cicero Consulting Group, LLC currently does not own any shares of our common stock. If Cicero Consulting Group, LLC elected to convert the entire $200,000 principal and interest balance of the note into our shares on June 16, 2014, Cicero Consulting Group, LLC would own 113,684,210 shares of our common stock or 18.4 percent of our post conversion outstanding shares.

Shares of our common stock which may be issued upon the conversion by WHC Capital, LLC may dilute the ownership interests of our stockholders.

As of the date of this prospectus, a convertible promissory note dated May 30, 2014, payable to the order of WHC Capital, LLC in the original principal amount of $60,000 remains unpaid. If WHC Capital, LLC elects to convert our convertible note totaling $60,000 into shares our common stock, our current stockholders would be subject to dilution of their interests. Pursuant to the terms of the note, WHC Capital, LLC has agreed that it will not convert the note into more than 4.99 percent of our outstanding shares. WHC Capital, LLC, as of June 16, 2014, may elect to convert the note into 30,696,823 shares, which number equals 4.99 percent of our current outstanding shares. However, if WHC Capital, LLC so elects, it may waive its self-imposed limitation and convert the note into a number so that its total ownership our common stock would exceed 4.99 percent. For example, WHC Capital, LLC currently does not own any shares of our common stock. If WHC Capital, LLC elected to convert the entire $60,000 principal and interest balance of the note into our shares on June 16, 2014, WHC Capital, LLC would own 63,157,895 shares of our common stock or 10.2 percent of our post conversion outstanding shares.

Shares eligible for future sale by our current stockholders may adversely affect our stock price .

The sale of a significant number of shares of our common stock at any particular time could be difficult to achieve at the market prices prevailing immediately before such shares are offered. In addition, sales of substantial amounts of our common stock, including shares issued upon the exercise of outstanding options and warrants, under Securities and Exchange Commission Rule 144 or otherwise could adversely affect the prevailing market price of our common stock and could impair our ability to raise capital at that time through the sale of our securities.

Our issuance of additional common stock in exchange for services or to repay debt would dilute your proportionate ownership and voting rights and could have a negative impact on the market price of our common stock.

Our board of directors may generally issue shares of common stock to pay for debt or services, without further approval by our stockholders based upon such factors as our board may deem relevant at that time. We have issued shares of our common stock in payment for services in the past. It is likely that we will issue additional securities to pay for services and reduce debt in the future. It is possible that we will issue additional shares of common stock under circumstances we may deem appropriate at the time.

We have never paid or declared any dividends on our common stock.

We have never paid or declared any dividends on our common stock. Likewise, we do not anticipate paying, in the near future, dividends or distributions on our common stock or our common stock to be sold in this offering. Any future dividends will be declared at the discretion of our board of directors and will depend, among other things, on our earnings, our financial requirements for future operations and growth, and other facts as we may then deem appropriate.

Our directors have the right to authorize the issuance of shares of our preferred stock and additional shares of our common stock.

Our directors, within the limitations and restrictions contained in our articles of incorporation and without further action by our stockholders, have the authority to issue shares of preferred stock from time to time in one or more series and to fix the number of shares and the relative rights, conversion rights, voting rights, and terms of redemption, liquidation preferences and any other preferences, special rights and qualifications of any such series. We have no intention of issuing shares of preferred stock at the present time. Any issuance of shares of preferred stock could adversely affect the rights of holders of our common stock.

Should we issue additional shares of our common stock at a later time, each investor’s ownership interest in our stock would be proportionally reduced. No investor will have any preemptive right to acquire additional shares of our common stock, or any of our other securities.

You may be unable to sell your common stock at or above your purchase price, which may result in substantial losses to you.

The following factors may add to the volatility in the price of our common stock: actual or anticipated variations in our quarterly or annual operating results; government regulations, announcements of significant acquisitions, strategic partnerships or joint ventures; our capital commitments; and additions or departures of our key personnel. Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain its price of $0.004 per share on May 16, 2014, or as to what effect the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price for the shares of our common stock.

Even though our shares become publicly quoted, your shares may not be “free-trading.”

Investors should understand that their shares of our common stock will not become “free-trading” merely because Mind Solutions is a publicly-quoted company. In order for the shares to become “free-trading,” the shares must be registered, or entitled to an exemption from registration under applicable law.

The elimination of monetary liability against our directors under our articles of incorporation and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures and may discourage lawsuits against our directors, officers and employees.

Our articles of incorporation contain provisions that eliminate the liability of our directors for monetary damages to Mind Solutions and our stockholders. Our bylaws also require us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements with our directors, officers and employees. The foregoing indemnification obligations could result in Mind Solutions incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers and employees, which we may be unable to recoup. These provisions and resultant costs may also discourage Mind Solutions from bringing a lawsuit against directors, officers and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders against our directors, officers and employees, even though such actions, if successful, might otherwise benefit us and our stockholders.

Anti-takeover provisions may impede the acquisition of Mind Solutions.

Certain provisions of the Nevada Revised Statutes have anti-takeover effects and may inhibit a non-negotiated merger or other business combination. These provisions are intended to encourage any person interested in acquiring Mind Solutions to negotiate with, and to obtain the approval of, our board of directors in connection with such a transaction. As a result, certain of these provisions may discourage a future acquisition of Mind Solutions, including an acquisition in which the stockholders might otherwise receive a premium for their shares.

You may be unable to sell your common stock at or above your purchase price, which may result in substantial losses to you.

The following factors may add to the volatility in the price of our common stock: actual or anticipated variations in our quarterly or annual operating results; government regulations, announcements of significant acquisitions, strategic partnerships or joint ventures; our capital commitments; and additions or departures of our key personnel. Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain the current market price, or as to what effect the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.

Volatility in our common stock price may subject Mind Solutions to securities litigation.

The market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

We may need to raise additional capital. If we are unable to raise necessary additional capital, our business may fail or our operating results and our stock price may be materially adversely affected.

We may need to secure adequate funding. If we are unable to obtain adequate funding, we may not be able to successfully develop and market our proposed products and our business will most likely fail. We do not have commitments for additional financing, other than the Equity Purchase Agreement with Premier. To secure additional financing, we may need to borrow money or sell more securities, which may reduce the value of our outstanding securities. We may be unable to secure additional financing on favorable terms or at all.

Selling additional stock, either privately or publicly, would dilute the equity interests of our stockholders. If we borrow more money, we will have to pay interest and may also have to agree to restrictions that limit our operating flexibility. If we are unable to obtain adequate financing, we may have to curtail business operations, which would have a material negative effect on operating results and most likely result in a lower stock price.

An active trading market in our shares may not be sustained.

Although our shares of common stock are quoted for sale on the OTC Pink, currently there is only a limited trading market in our shares. An active trading market in our shares may not be sustained. Factors such as those discussed in this “Risk Factors” section may have a significant impact upon the market price of the securities to be distributed by us. Many brokerage firms may not be willing to participate in transactions in a security if a low price develops in the trading of the security. Even if a purchaser finds a broker willing to effect a transaction in our securities, the combination of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of our securities as collateral for any loans.

Previously, our shares of common stock were quoted for sale on the OTCQB maintained by the OTC Markets Group, Inc. However, beginning on May 1, 2014, the OTC Markets Group, Inc. made changes to make the OTCQB a better venture stage marketplace for early and developing U.S. and international companies. Companies will be required to meet eligibility standards aimed at improving the information available to investors. To be eligible, U.S. and international companies must be current in their reporting under the Exchange Act, meet a minimum bid test of $0.01, and undergo a new annual verification and management certification process. Although we were current in our reporting obligations under the Exchange Act, our shares of common stock did not meet the minimum bid test of $0.01 per share to enable the shares of the common stock of Mind Solutions to continue to qualify for the OTCQB. We do not know when, if ever, we will qualify to have our shares of common stock to be quoted once again on the OTCQB.

If we fail to remain current in our reporting requirements under the Exchange Act, we would not qualify for the OTCQB, which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Companies trading on the OTCQB, must be reporting issuers under Section 12 of the Exchange Act, and must be current in their reports under Section 13 of the Exchange Act, in order to maintain price quotation privileges on the OTCQB. If we fail to remain current in our reporting requirements, we would not qualify to have the shares of our common stock quoted for sale on the OTCQB. As a result, the market liquidity for our securities could be adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Our common stock is subject to the “penny stock” rules of the Securities and Exchange Commission, and the trading market in our common stock is limited, which make transactions in our stock cumbersome and may reduce the investment value of our stock.

Our shares of common stock are “penny stocks” because they are not registered on a national securities exchange or listed on an automated quotation system sponsored by a registered national securities association, pursuant to Rule 3a51-1(a) under the Exchange Act. For any transaction involving a penny stock, unless exempt, the rules require:

 The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Securities and Exchange Commission relating to the penny stock market, which, in highlight form:

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

The market for penny stocks has suffered in recent years from patterns of fraud and abuse.

Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include:

 Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

We may incur significant costs to ensure compliance with U.S. corporate governance and accounting requirements.

We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the SEC. We expect all of these applicable rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly.

We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

We may be required to raise additional financing by issuing new securities with terms or rights superior to those of our shares of common stock, which could adversely affect the market price of our shares of common stock.

We may require additional financing to fund future operations, including expansion in current and new markets, programming development and acquisition, capital costs and the costs of any necessary implementation of technological innovations or alternative technologies. We may not be able to obtain financing on favorable terms, if at all. If we raise additional funds by issuing equity securities, the percentage ownership of our current stockholders will be reduced, and the holders of the new equity securities may have rights superior to those of the holders of shares of common stock, which could adversely affect the market price and the voting power of shares of our common stock. If we raise additional funds by issuing debt securities, the holders of these debt securities would similarly have some rights senior to those of the holders of shares of common stock, and the terms of these debt securities could impose restrictions on operations and create a significant interest expense for us.

We may have difficulty raising necessary capital to fund operations as a result of market price volatility for our shares of common stock.

In recent years, the securities markets in the United States have experienced a high level of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values or prospects of such companies. For these reasons, our shares of common stock can also be expected to be subject to volatility resulting from purely market forces over which we will have no control. If our business development plans are successful, we may require additional financing to continue to develop and exploit existing and new technologies and to expand into new markets. The exploitation of our technologies may, therefore, be dependent upon our ability to obtain financing through debt and equity or other means.