UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
INFORMATION
Information Statement
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Securities Exchange Act of 1934
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MIND SOLUTIONS, INC. |
(Name of Registrant As Specified in Charter) |
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MIND SOLUTIONS, INC.
3525 Del Mar Heights Road,
Suite 802
San Diego, California 92130
Dear Shareholders:
We are writing to advise you that our Board
of Directors and shareholders holding a majority of our outstanding voting capital stock have approved to effectuate the reverse
stock split (the “Reverse Split”) of the issued and outstanding shares of common stock on a 1 for 1,000 basis.
This action was approved by written consent
on December 8, 2015 by our Board of Directors and a majority of holders of our voting capital stock, in accordance with Nevada
Revised Statutes. Our directors and majority of the shareholders of our outstanding capital stock, as of the record date of December
15, 2015, have approved the Reverse Stock Split as it was determined to be in the best interests of our Company and shareholders.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
No action is required by you. Pursuant to Rule
14(c)-2 under the Securities Exchange Act of 1934, as amended, the proposals will not be adopted until a date at least ten (10)
days after the date of this Information Statement has been mailed to our shareholders. This Information Statement is first mailed
to you on or about December 16, 2015.
For the Board of Directors
By: /s/ Kerry Driscoll
Name: Kerry Driscoll
Title: Chief Executive Officer
MIND SOLUTIONS, INC.
3525 Del Mar Heights
Road, Suite 802
San Diego, California 92130
INFORMATION STATEMENT
REGARDING
ACTION TO BE TAKEN BY WRITTEN CONSENT OF
MAJORITY SHAREHOLDERS
IN LIEU OF A SPECIAL MEETING
PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
GENERAL
This Information
Statement is being furnished to all holders of the common stock of Mind Solutions, Inc. (the "Company") as of December
16, 2015 in connection with the action taken by written consent of holders of a majority of the outstanding voting power of the
Company to authorize the Reverse Split.
"We,"
"us," "our," the “Registrant” and the "Company" refers to Mind Solutions, Inc., a Nevada
corporation.
SUMMARY OF CORPORATE ACTIONS
INFORMATION STATEMENT
This Information Statement is furnished to
the stockholders of Mind Solutions, Inc., a Nevada corporation (the “Company”), in connection with our prior receipt
of approval by written consents, in lieu of a special meeting, of the holders of a majority of our outstanding voting power authorizing
the board of directors of the Company to effectuate the reverse stock split (the “Reverse Split”) of the issued and
outstanding shares of common stock on a 1 for 1,000 basis.
On December 8, 2015, the Company obtained the
approval of the Reverse Stock Split by written consent of Kerry Driscoll, the Company’s majority stockholder (the “Majority
Stockholder”). The Majority Stockholder is the record owner of an aggregate 1,000,000 shares of Series B Preferred Stock
(each share has voting rights equivalent to 5,000 shares of common stock).
The Reverse Stock Split will be effectuated
within ten (10) days after the mailing of this Information Statement and after the filing of: (i) the amended Articles of Incorporation
with the Nevada Secretary of State with respect to the Reverse Stock Split and (ii) the certain documentation with FINRA regarding
the Reverse Stock Split.
The date on which this Information Statement
will be sent to stockholders will be on or about December 16, 2015 and is being furnished to all holders of the common stock of
the Company on record as of December 15, 2015.
The Board of Directors, and persons owning
a majority of the outstanding voting securities of the Company have unanimously adopted, ratified and approved the proposed actions
by the Company's board of directors. No other votes are required or necessary.
The Quarterly Report on Form 10-Q for the quarters
ended September 30, 2015, June 30, 2015, March 31, 2015, September 30, 2014, June 30, 2014 and March 31, 2014, and our Annual Report
on Form 10-K for fiscal year ended December 31, 2014 and December 31, filed by the Company during the past two years with the Securities
and Exchange Commission may be viewed on the Securities and Exchange Commission’s web site at www.sec.gov in
the Edgar Archives. The Company is presently current in the filing of all reports required to be filed by it.
Only one Information Statement is being
delivered to multiple shareholders sharing an address, unless we have received contrary instructions from one or more of the
shareholders. We will undertake to deliver promptly upon written or oral request a separate copy of the information statement
to a stockholder at a shared address to which a single copy of the information statement was delivered. You may make a
written or oral request by sending a written notification to our principal executive offices stating your name, your shared
address, and the address to which we should direct the additional copy of the information statement or by calling our
principal executive offices at (888) 461-3932. If multiple shareholders sharing an address have received one copy of this
information statement and would prefer us to mail each stockholder a separate copy of future mailings, you may send
notification to or call our principal executive offices. Additionally, if current shareholders with a shared address received
multiple copies of this information statement and would prefer us to mail one copy of future mailings to shareholders at the
shared address, notification of that request may also be made by mail or telephone call to our principal executive
offices.
VOTE REQUIRED
Pursuant to the Company's Bylaws and the Nevada
Revised Statutes, a vote by the holders of at least a majority of the Company’s outstanding votes is required to affect the
Reverse Stock Split. The Company’s articles of incorporation do not authorize cumulative voting. As of the record date, the
Company had 4,032,754,618 voting shares of common stock issued and outstanding and 1,000,000 voting shares of Series B preferred
stock issued and outstanding, each share of Series B preferred stock having 5,000 votes. The Majority Stockholder holds a total
of 5,072,976,940 consenting shares, which represents approximately 56.2% of the voting rights associated with the Company’s
shares.
PROPOSAL I
GRANT AUTHORITY TO THE BOARD OF DIRECTORS
TO CONDUCT A ONE FOR ONE THOUSAND SHARE
REVERSE STOCK SPLIT OF THE COMPANY'S COMMON
STOCK
Purpose: The Company's board of directors has
unanimously adopted a resolution seeking shareholder approval to authorize the Board, to effectuate a reverse stock split upon
receipt of all necessary regulatory approvals and the passage of all necessary waiting periods. The Reverse Split would reduce
the number of outstanding shares of our common stock but have no effect on the number of outstanding shares of preferred stock.
The board of directors had determined that it would be in the Company’s best interest to conduct a reverse split of its common
stock on a 1 for 1,000 basis and has received the consent of holders of a majority of the voting power of the Company’s securities
to authorize the board to conduct such a reverse split.
The Board of Directors has determined that
it is in the Company’s best interests to affect the Reverse Split and has considered certain factors including, but not limited
to, the following:
(i) current trading price of the Company’s
shares of common stock on the OTC Pink market and potential to increase the marketability and liquidity of the Company’s
common stock;
(ii) possible reluctance of brokerage firms
and institutional investors to recommend lower-priced stocks to their clients or to hold in their own portfolios;
(iii) desire to meet future requirements of
per-share price and net tangible assets and shareholders’ equity relating to admission for trading on other markets; and
(iv) provide the management of the Company
with additional flexibility to issue shares to facilitate future stock acquisitions and financing for the Company.
For the above reasons, the board believes that
the Reverse Split is in the best interest of the Company and its shareholders. There can be no assurance, however, that the Reverse
Split will have the desired benefits.
The Reverse Split would provide for the combination
of the presently issued and outstanding shares of common stock into a smaller number of shares of identical common stock, and the
Reverse Split would affect all common stockholders uniformly. This process, that is known as a reverse split, would take 1,000
shares of the presently issued and outstanding common stock on the effective date of the amendment to the articles of incorporation
that would carry out the Reverse Split and convert those shares into one share of the post-reverse stock split common stock. The
conversion rate of all securities convertible into common stock other than the outstanding Preferred Stock would be proportionately
adjusted.
The board of directors has indicated that fractional
shares will not be issued. Instead, the Company will issue one full share of the post-reverse stock split common stock to any shareholder
who would have been entitled to receive a fractional share as a result of the process. Each common shareholder will hold the same
percentage of the outstanding common stock immediately following the Reverse Split as that shareholder did immediately prior to
the Reverse Split, subject to a reduction in voting power due to the increased voting power of the preferred stock and except for
minor adjustment due to the additional shares that will need to be issued a result of the treatment of fractional shares.
Effects: The Reverse Split will be effected
by filing an amendment to the Company’s Articles of Incorporation with the Nevada Secretary of State’s office and will
become effective upon such filing. The actual timing of any such filing will be made by the board of directors based upon its evaluation
as to when the requisite approvals are received and the requisite waiting periods have passed.
The Reverse Split will, however, reduce the
number of issued and outstanding shares of common stock from 4,032,754,618 to approximately 4,032,755 shares. The Reverse Split
will not have any effect on the stated par value of the common stock.
The effect of the Reverse Split upon existing
shareholders of the common stock will be that the total number of shares of the Company's common stock held by each shareholder
will automatically convert into the number of whole shares of common stock equal to the number of shares of common stock owned
immediately prior to the Reverse Split divided by 1,000, with an adjustment for any fractional shares. (Fractional shares will
be rounded up into a whole share).
Upon effectuation of the Reverse Split, each
common shareholder’s percentage ownership interest in the Company's common stock will remain virtually unchanged, subject
to a reduction in voting power due to the increased voting power of the preferred stock and except for minor changes and adjustments
that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of common
stock of the Company will be substantially unaffected by the Reverse Split, except as described above in connection with the increase
in relative voting power of the Series A and Series B preferred stock. All issued and outstanding options, warrants, and convertible
securities would be appropriately adjusted for the Reverse Split automatically on the effective date of the Reverse Split. All
shares, options, warrants or convertible securities that the Company has agreed to issue other than the Preferred Stock (or agrees
to issue prior to the effective date of the Reverse Split), also will be appropriately adjusted for the Reverse Split, with the
exception of the Preferred shares.
The Reverse Split may also result in some shareholders
holding “odd lots” of fewer than 100 shares of common stock. Brokerage commissions and other costs of transactions
in odd lots may be higher, particularly on a per-share basis, than the cost of transactions in even multiples of 100 shares.
As a result of the proposal to conduct a Reverse
Split, the Company will have more authorized shares available for issuance than it currently has available and therefore, there
is a significant risk of shareholder value represented by the common stock being further diluted by additional share issuances.
The proposed Reverse Split creates a risk that current shareholders of the common stock will see the value of those shares diluted
through the issuance of additional authorized but currently unissued shares. The current net tangible book value per share would
be diluted if additional shares are issued without an increase taking place in the net book value of the assets of the Company.
The current book value of shares held by existing shareholders would not be maintained in the event additional shares are issued.
After the Reverse Split, if the board would then issue the balance of the authorized shares, that action would have a material
dilutive effect upon existing shareholders The board of directors has no immediate plans, understandings, agreements or commitments
to issue additional shares of stock for any purpose. Although the Company has no other current financing plans or understandings,
agreements or commitments for financing, if an opportunity should present itself, the Company may issue shares of common stock
in connection with such a financing. The increased capital will provide the board of directors with the ability to issue additional
shares of stock without further vote of the stockholders of the Company. The Company's stockholders do not have preemptive rights
to subscribe to additional securities which may be issued by the Company which means that current stockholders do not have a prior
right to purchase any new issuance of capital stock of the Company in order to maintain their proportionate ownership of the Company's
stock.
After the taking of any action to conduct or
authorize the Reverse Split is filed there is not a requirement that shareholders obtain new or replacement share certificates.
Each of the holders of record of shares of the Company’s common stock that is outstanding on the effective date of the Reverse
Split may contact the Company’s transfer agent to exchange the certificates for new certificates representing the number
of whole shares of post-reverse stock split common shares into which the existing shares have been converted as a result of the
Reverse Split.
Because the Reverse Split results in an increase
in the number of authorized but unissued shares of our common stock, it may be construed as having an anti-takeover effect. Although
the Reverse Split is not being undertaken for this purpose, in the future the board of directors could, subject to its fiduciary
duties and applicable law, use the increased number of authorized but unissued shares to frustrate persons seeking to take over
or otherwise gain control of our company by, for example, privately placing shares with purchasers who might side with the board
of directors in opposing a hostile takeover bid. Such use of our common stock could render more difficult, or discourage, an attempt
to acquire control of our company if such transactions were opposed by the board of directors.
No Appraisal Rights for the Amendment
Under Nevada law, the Company’s shareholders
are not entitled to appraisal rights with respect to the Reverse Stock Split and the Company will not independently provide shareholders
with any such right.
BOARD OF DIRECTORS’
AND STOCKHOLDER APPROVAL
As our directors and holders of over a majority
of our voting power signed a written consent in favor of the Reverse Stock Split, the Reverse Stock Split will be effective upon
the filing and declaration of effective date by FINRA.
The information contained in this Information
Statement constitutes the only notice we will be providing stockholders.
VOTING SECURITIES OF THE COMPANY
As of December 15, 2015 (the "Record Date"),
the Company had 4,032,754,618 shares of Common Stock issued and outstanding out of 5,000,000,000 authorized shares of Common Stock.
As of the Record Date, the Company had 4,000,000 shares of Series A Preferred Stock issued and outstanding out of 10,000,000 authorized
shares of Series A Preferred Stock. As of the Record Date, the Company had 1,000,000 shares of Series B Preferred Stock issued
and outstanding out of 1,000,000 authorized shares of Series B Preferred Stock.
Holders of record of the Common Stock and the
Series B Preferred Stock at the close of business on the Record Date were entitled to participate in the written consent of our
shareholders. Each share Common Stock was entitled to one vote. Each share of Series B Preferred Stock was entitled to 5,000 votes.
MAJORITY STOCKHOLDER
As of December 15, 2015, there were 9,032,754,618
voting shares issued and outstanding, including all of the Common Stock, Series A Preferred Stock and the Series B Preferred Stock.
Pursuant to Section 78.320 of the Nevada Revised Statutes, at least a majority of the voting equity of the Company, or at least
4,525,410,063 votes, are required to approve the Proposal by written consent. The Majority Stockholder, namely, Kerry Driscoll,
holds in the aggregate 5,072,976,940 votes (and therefore having approximately 56.2% of the total voting power of all outstanding
voting capital), has voted in favor of the Proposal satisfying the requirement under Section 78.320 of the Nevada Revised Statutes
that at least a majority of the voting equity vote in favor of a corporate action by written consent.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information
regarding the beneficial ownership of our common stock as of the Record Date for: (i) each person known by us to be the beneficial
owner of more than 5% of our outstanding shares of common stock; (ii) each of our named executive officers and directors; and (iii)
all of our current named executive officers and directors as a group. Unless otherwise noted, we believe that each beneficial owner
named in the table has sole voting and investment power with respect to the shares shown, subject to community property laws where
applicable. An asterisk (*) denotes beneficial ownership of less than one percent.
Name and Address of Beneficial Owner |
Common Stock |
Series B Preferred Stock |
% of Total Voting Power (3) |
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Number of Shares |
% of Class (1) |
Number of Shares |
% of Class (2) |
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Directors and Officers |
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Kerry Driscoll |
72,969,740 |
1.8% |
1,000,000 |
100% |
56.2% |
(1) Based on 4,032,754,618 shares of Common
Stock issued and outstanding as of December 15, 2015.
(2) Based on 1,000,000 shares of Series B Preferred
Stock issued and outstanding. Each share of Series B Preferred Stock has 5,000 votes.
(3) Percentage Total Voting Power represents
total voting power for each beneficial owner with respect to all shares of our Common Stock and Series B Preferred Stock beneficially
owned as of December 15, 2015.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to
the information and reporting requirements of the Securities Exchange Act of 1934, as amended, and in accordance with the Securities
Exchange Act, we file periodic reports, documents, and other information with the Securities and Exchange Commission relating to
our business, financial statements, and other matters. These reports and other information may be inspected and are available for
copying at the offices of the Securities and Exchange Commission, 100 F Street, N.E., Washington, DC 20549. Our SEC filings are
also available to the public on the SEC’s website at http://www.sec.gov.
INCORPORATION OF FINANCIAL INFORMATION
We “incorporate
by reference” into this Information Statement the information in certain documents we file with the SEC, which means that
we can disclose important information to you by referring you to those documents. We incorporate by reference into this information
statement the following documents we have previously filed with the SEC: our Quarterly Report on Form 10-Q for quarterly periods
ended September 30, 2015, June 30, 2015, and March 31, 2015 our Annual Report on Form 10-K for fiscal year ended December 31,
2014 and our Quarterly Reports on Form 10-Q for the quarterly periods ended September 30, 2014, June 30, 2014 and March 31, 2014.
You may request a copy of these filings at no cost, by writing or telephoning us at the following address:
MIND SOLUTIONS, INC.
3525 Del Mar Heights
Road, Suite 802
San Diego, California 92130
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY. This Information Statement is for informational purposes only. Please read this information statement
carefully.
Dated: December 18, 2015 |
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By Order of the Board of Directors |
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/s/ Kerry Driscoll |
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Chief Executive Officer and Director |
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Grafico Azioni Mind Solutions (CE) (USOTC:VOIS)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Mind Solutions (CE) (USOTC:VOIS)
Storico
Da Dic 2023 a Dic 2024