Professional Trader/ ScamBuster
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Total AS is 1 Billion
1 billion x's .004 = 4 million.
Nobody going to pay 500 million for this.
Lets be realistic.
There may be some value at this price but I would wait to see what the big boys do to it first if they are interested in acquiring cheap shares.
Could get nasty. Unless insiders can buy up the OS and lock em up. Otherwise it's always the shareholders money at risk.
Now lets not delete "on topic" posts any more. I have notified IHUB administration already.
So this is the results and reward for all that news they have been pushing out?
.0001 bid
Great Job Insiders. Pick up your pink slips ASAP
Is that the same exact news from yesterday...today?
No need to repeat myself then, just read my post from yesterday LOL.
400k volume and 350k of it is sold on bid.
Time to hand out some pink slips to these insiders
More news and zero volume.
Falling on deaf ears as nobody cares when the PPS doesn't move.
These insiders obviously have no intentions of moving the pps higher.
Instead of spending money on Press that nobody believes or cares about, take that money and buy shares on the open market. Perhaps then people will take an interest.
Insiders should be buying shares instead of paying for PR's cause nobody cares what they say any more.
Just another wasted PR.
More News + ZERO Volume = NOBODY CARES!
Only thing people care about is making money on a rising pps.
All the news this company puts out and the PPS has done nothing but go down.
Nobody interested any more in hot air and a deflating PPS.
Insiders without a clue should be the name of this company!
Is that 5 billion AS maxed out yet?
Parts should be ready after the next Reverse Split, or the one after that.
History of lies, false claims, delays, reverse splits and massive dilution.
12 weeks should be enough time to unload another couple hundred million if not billions of share depending how many they still have left to sell out of the Freshly printed new batch of another 5 billion shares.
Honestly do people really think they have a product that can read your mind? Play Call of Duty hands free?
Can you read my mind now? Next you tube video LMAO
More news
Zero Volume
Bigger ask
Nobody interested in buying shares of a company who continues to sell into news releases and could care less about a rise in PPS for shareholders.
Might as well turn off the lights and save energy.
They have 5 billion to dilute not 4 billion.
On May 17, 2013, the registrant’s board voted to authorize an amendment to the registrant’s articles of incorporation to increase its authorized shares of common stock from 1,000,000,000 to 3,000,000,000. On August 23, 2013, the registrant’s board authorized an amendment to the registrant’s articles of incorporation to increase its authorized shares of common stock from 3,000,000,000 to 5,000,000,000.
Since January 1, 2013, we have taken the following actions:
· On March 13, 2013, we filed with the SEC a Post-Effective Amendment to our Registration Statement on Form S-8 in order to increase the number of shares of our 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.
· On September 9, 2013, we filed with the SEC a Post-Effective Amendment to our Registration Statement on Form S-8 in order to increase the number of shares of our 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 185,000,000 to 285,000,000 shares.
· 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.
Issuance of Equity Compensation Plan Shares
Since January 1, 2013, we have issued the following shares for services rendered (all shares of our common stock which were issued 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):
· Pursuant to a Consulting Agreement dated January 30, 2013, on February 6, 2013, we issued 5,000 post reverse-split shares of our common stock to Brent Fouch, 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
· On February 8, 2013, we issued 5,000 post reverse-split shares of our 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.
· 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.
· On March 18, 2013, we issued 5,000 post reverse-split shares of our common stock to Christian Hansen for consulting services, 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 March 13, 2013.
· On April 17, 2013, we issued 1,000 post reverse-split shares of our common stock to Jeff Dashefsky for consulting services rendered as of March 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 March 13, 2013.
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· Pursuant to a Consulting Agreement dated May 1, 2013, on May 10, 2013, we issued 5,000 post reverse-split shares of our common stock to Brent Fouch, 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 March 19, 2013.
· Pursuant to a Consulting Agreement dated July 19, 2013, on July 26, 2013, we issued 10,000 post reverse-split shares of our common stock to Brent Fouch, 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 March 13, 2013.
· Pursuant to a Consulting Agreement dated September 2, 2013, on September 11, 2013, we issued 35,000 post reverse-split shares of our common stock to Brent Fouch, 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 September 20, 2013, we issued 20,000 post reverse-split shares of our common stock to Jeff Dashefsky 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.
· Pursuant to a Consulting Agreement dated September 26, 2013, on September 30, 2013, we issued 19,688 post reverse-split shares of our common stock to Brent Fouch 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 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.
· Pursuant to a Consulting Agreement dated January 2, 2014, on January 31, 2014, we issued 10,000,000 post reverse-split shares of our common stock to Brent Fouch, which shares had been registered pursuant to our Registration Statement on Form S-8 filed with the SEC on January 28, 2014.
· On March 31, 2014, we issued 5,000 post reverse-split shares to Noah Fouch for consulting services, which shares had been registered pursuant to our Registration Statement on Form S-8 filed January 28, 2014.
· Pursuant to a Consulting Agreement dated May 2, 2014, on May 14, 2014, we issued 2,500 post reverse-split shares of our common stock to Brent Fouch, which shares had been registered pursuant to our Registration Statement on Form S-8 filed January 28, 2014, with the SEC.
· Pursuant to a Consulting Agreement dated August 20, 2014, on August 28, 2014, we issued 30,000,000 post reverse-split shares of our common stock to Brent Fouch, which shares had been registered pursuant to our Registration Statement on Form S-8 filed January 28, 2014, with the SEC.
· Pursuant to a Consulting Agreement dated September 2, 2014, on September 30, 2014, we issued 30,000,000 post reverse-split shares of our common stock to Noah Fouch, which shares had been registered pursuant to our Registration Statement on Form S-8 filed January 28, 2014, with the SEC.
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Recent Sales of Unregistered Securities
On the dates specified below, we have issued shares of our common stock to various creditors, IBC Funds, LLC, Magna Group, LLC, Hanover Holdings I, LLC, Asher Enterprises, Inc., JMJ Financial, Gel Properties, LLC, LG Capital Funding, LLC, WHC Capital, AARG Corp, KBM Worldwide, Inc., Cicero Consulting Group, LLC and other parties.
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.
On November 22, 2013, in a court proceeding styled IBC Funds, LLC, a Nevada limited 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 Funds in the manner contemplated in the Settlement Agreement and Stipulation at a 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.
As set forth in the order, the court found that the terms and conditions of the exchange were fair to Mind Solutions and IBC Funds within the meaning of Section 3(a)(10) of the Securities Act, and that the exchange of the debt for our securities was not made under Title 11 of the United States Code.
As permitted by the court order and the Settlement Agreement and Stipulation, we issued 77,298,674 post reverse split shares of our common stock to IBC Funds, LLC, as follows:
· On December 4, 2013, we issued 822,674 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $15,000 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.
· On December 11, 2013, we issued 1,300,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $3,445 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.
· On December 12, 2013, we issued 1,300,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $3,315 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) 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.
· On 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.
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· On January 23, 2014, we issued 7,000,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $3,850 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.
· On January 28, 2014, we issued 7,000,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $3,850 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.
· On January 29, 2014, we issued 7,000,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $3,850 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.
· On January 31, 2014, we issued 7,000,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $3,850 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) 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.
· On February 7, 2014, we issued 7,000,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $5,250 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.
· On February 8, 2014, we issued 7,000,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $8,750 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.
· On February 10, 2014, we issued 12,000,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $15,000 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.
· On February 12, 2014, we issued 9,976,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $12,470 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.
Magna Group, LLC. 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 officers of a predecessor. Mr. Fouch had loaned the sum of $347,292 to the predecessor of Mind Solutions for working capital purposes. Mr. Fouch subsequently assigned some of the notes to Magna Group, LLC. See “Item 13. Certain Relationships and Related Transactions and Director Independence – Transactions with Brent Fouch.” Upon conversion of the notes, Magna Group, LLC received 52,803,315 post reverse split shares of our common stock as follows:
· On February 8, 2013, we issued 364 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $10,000 in convertible debt. 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 27, 2013, we issued 4,261 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.
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· On March 13, 2013, we issued 7,331 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $25,000 in convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On March 21, 2013, we issued 8,021 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 June 6, 2013, we issued 10,868 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $20,324 in convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On June 20, 2013, we issued 11,818 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $13,000 in convertible debt. 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.
· On July 24, 2013, we issued 19,181 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 August 7, 2013, we issued 36,364 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $20,000 in convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On August 28, 2013, we issued 60,606 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $20,000 in convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On September 10, 2013, we issued 73,164 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $16,096 in convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On September 18, 2013, we issued 81,818 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $9,000 in convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On September 24, 2013, we issued 81,818 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $9,000 in convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On September 25, 2013, we issued 65,909 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $7,000 of principle and $250 in accrued interest relating to the outstanding convertible debt. 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.
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· On December 11, 2013, we issued 1,069,519 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.
· On December 20, 2013, we issued 1,547,107 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $1,872 in outstanding convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On December 26, 2013, we issued 1,818,182 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $2,000 in outstanding convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On 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.
· On January 10, 2014, we issued 7,272,727 post reverse split shares of 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 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.
· On January 27, 2014, we issued 13,223,140 post reverse split shares of 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 January 29, 2014, we issued 16,568,145 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $13,000 in outstanding convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
Hanover Holdings I, LLC. In 2013, we executed various Securities Purchase Agreements with Hanover Holdings I, LLC, whereby we issued convertible promissory notes to Hanover Holdings I, LLC bearing interest on the unpaid balance at the rate of 10 percent. We issued 75,745,890 post reverse split shares of our common stock to Hanover Holdings I, LLC, in connection with the conversions of the convertible promissory notes as follows:
· On August 23, 2013, we issued 38,374 post reverse split shares of our common stock to Hanover Holdings I, LLC, as a result of their notice to convert $20,000 of principle and $1,106 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.
· On September 10, 2013, we issued 73,164 post reverse split shares of our common stock to Hanover Holdings I, LLC, as a result of their notice to convert $16,096 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On September 30, 2013, we issued 100,000 post reverse split shares of our common stock to Hanover Holdings I, LLC, as 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 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.
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· On October 14, 2013, we issued 59,091 post reverse split shares of our common stock to Hanover Holdings I, LLC, as a result of their notice to convert $6,500 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On October 16, 2013, we issued 59,091 post reverse split shares of our common stock to Hanover Holdings I, LLC, as a result of their notice to convert $6,500 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On November 20, 2013, we issued 186,199 post reverse split shares of our common stock to Hanover Holdings I, LLC, as a result of their notice to convert $3,500 of principle and $1,143 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.
· On January 29, 2014, we issued 16,969,697 post reverse split shares of our common stock to Hanover Holdings I, LLC, as a result of their notice to convert $14,000 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On January 31, 2014, we issued 18,181,818 post reverse split shares of our common stock to Hanover Holdings I, LLC, as 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 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.
· On February 14, 2014, we issued 7,438,017 post reverse split shares of our common stock to Hanover Holdings I, LLC, as a result of their notice to convert $13,500 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On February 20, 2014, we issued 9,646,465 post reverse split shares of our common stock to Hanover Holdings I, LLC, as a result of their notice to convert $13,000 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.
· On May 2, 2014, we issued 31,619,318 post reverse split shares of our common stock to Hanover Holdings I, LLC, as a result of their notice to convert $26,500 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 Enterprises, Inc. In 2012, 2013, and 2014, we executed various Securities Purchase Agreements with Asher Enterprises, Inc., whereby we issued convertible promissory notes to Asher Enterprises, Inc. bearing interest on the unpaid balance at the rate of eight percent. We issued 62,644,259 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of the conversion of the convertible promissory notes as follows:
· On July 30, 2013, we issued 18,293 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.
· On July 31, 2013, we issued 19,595 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $14,500 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
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· 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.
· On September 13, 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 $6,400 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On September 19, 2013, we issued 26,250 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $4,200 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On September 20, 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.
· On September 24, 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.
· On September 25, 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.
· On September 27, 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.
· 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.
· On November 25, 2013, we issued 131,707 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $2,700 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On November 26, 2013, we issued 131,707 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $2,700 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On December 4, 2013, we issued 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.
· 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.
· 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.
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· On 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 14, 2014, we issued 2,428,571 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $2,210 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On February 19, 2014, we issued 2,457,831 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $740 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.
· On May 19, 2014, we issued 15,463,918 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $15,000 on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On May 27, 2014, we issued 15,789,474 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $15,000 on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On May 28, 2014, we issued 14,947,368 post reverse split shares of our common stock to Asher Enterprises, 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.
· On August 14, 2014, we issued 18,072,289 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $15,000 on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On August 18, 2014, we issued 18,518,519 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $15,000 on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On August 21, 2014, we issued 14,516,129 post reverse split shares of our common stock to Asher Enterprises, Inc., 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:
· On December 5, 2013, we issued 822,674 post reverse split shares of our common stock to JMJ Financial, 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.
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· On January 29, 2014, we issued 7,900,000 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $5,214 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 5, 2014, we issued 11,200,000 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $7,392 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 10, 2014, we issued 16,200,000 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $10,692 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 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 February 27, 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 $12,000 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 April 3, 2014, we issued 14,363,704 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $8,618 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 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.
· On July 15, 2014, we issued 16,407,407 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $15,751 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 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.
· On November 10, 2014, we issued 18,062,673 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $28,178 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 29, 2014, we issued 66,000,000 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $19,800 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
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:
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· On August 18, 2014, we issued 7,575,758 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 August 20, 2014, we issued 13,223,140 post reverse split shares of our common stock to Gel Properties, LLC, as a result of their notice to convert $8,000 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 August 25, 2014, we issued 12,727,273 post reverse split shares of our common stock to Gel Properties, LLC, as a result of their notice to convert $7,000 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 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 September 3, 2014, we issued 23,863,636 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.
· 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.
· On September 11, 2014, we issued 10,227,273 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.
LG Capital Funding, LLC. In 2014, we executed various Securities Purchase Agreements with LG Capital Funding, LLC, whereby we issued convertible promissory notes to with LG Capital Funding, LLC bearing interest on the unpaid balance at the rate of 10 percent. We issued 145,117,267 post reverse split shares of our common stock to with LG Capital Funding, LLC, in connection with the conversions of the convertible promissory notes as follows:
· On August 3, 2014, we issued 23,872,976 post reverse split shares of our common stock to with LG Capital Funding, LLC, as a result of their notice to convert $15,000 of principle and $756 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.
· On August 27, 2014, we issued 23,991,282 post reverse split shares of our common stock to with LG Capital Funding, LLC, as a result of their notice to convert $10,000 of principle and $556 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.
· On August 28, 2014, we issued 36,801,432 post reverse split shares of our common stock to with LG Capital Funding, LLC, as a result of their notice to convert $15,100 of principle and $93 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.
· 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.
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· On September 29, 2014, we issued 20,018,266 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 on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On 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.
WHC Capital, LLC. In 2014, we executed various Securities Purchase Agreements with WHC Capital, LLC, whereby we issued convertible promissory notes to with WHC Capital, LLC bearing interest on the unpaid balance at the rate of 12 percent. We issued 32,000,000 post reverse split shares of our common stock to with WHC Capital, LLC, in connection with the conversions of the convertible promissory notes as follows:
· On December 9, 2014, we issued 32,000,000 post reverse split shares of our common stock to with WHC Capital, LLC, as a result of their notice to convert $24,000 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
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 November 27, 2014, we issued 37,142,857 post reverse split shares of our common stock to with ARRG Corp., as a result of their notice to convert $50,000 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 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:
· On October 17, 2014, we issued 37,166,878 post reverse split shares of our common stock to with Caesar Capital Group, LLC, as a result of their notice to convert $50,000 of principle and $2,034 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 Worldwide, Inc. 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 balance at the rate of 8 percent. We issued 45,948,276 post reverse split shares of our common stock to with KBM Worldwide Inc., in connection with the conversions of the convertible promissory notes as follows:
· 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.
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· 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 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 $10,000 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 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 8 percent. We issued 131,078,431 post reverse split shares of our common stock to with Cicero Consulting Group, LLC, in connection with the conversions of the convertible promissory notes as follows:
· 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 $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.
· On December 16, 2014, we issued 41,666,667 post reverse split shares of our common stock to with Cicero Consulting Group, LLC, as a result of their 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.
· On February 11, 2015, we issued 50,000,000 post reverse split shares of our common stock to with Cicero Consulting Group, LLC, as a result of their 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.
Iconic Holdings, 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 common stock to with Iconic Holdings, LLC, in connection with the conversions of the convertible promissory notes as follows:
· On 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.
We issued 237,603,815 post reverse split shares of our common stock to consultants and others, as follows;
· On November 4, 2012, we issued 5,000 post reverse split shares of our common stock to James Mahony for consulting services rendered in the year ended December 31, 2012. 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.
· 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.
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· 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.
· On December 12, 2012, we issued 100 post reverse split shares of our common stock to Jeff Dashefsky for consulting services rendered in the year ended December 31, 2012. The shares issued to Mr. Dashefsky were restricted in their transfer as required by the Securities Act.
· Pursuant to 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.
· On March 22, 2013, we issued 4,000 post reverse split shares of our common stock to Larry Simon for consulting services rendered in the year ended December 31, 2013. The shares issued to Mr. Simon were restricted in their transfer as required by the Securities Act.
· Pursuant to a Consulting Agreement dated March 18, 2013, on March 22, 2013, we issued 15,000 post reverse split shares of our common stock to Relaunch Consulting Group for consulting services rendered in the year ended December 31, 2013. The shares issued to Relaunch Consulting Group were restricted in their transfer as required by the Securities Act.
· On April 11, 2013, we issued 10,625 post reverse-split shares of our common stock to Brent Fouch, which were issued free of any restrictions pursuant to Rule 144 under the Securities Act. The shares were issued resulting from the conversion of the Convertible Promissory Note dated December 31, 2010.
· 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.
· On August 23, 2013, pursuant to an Officer Agreement, we issued 238,000 post reverse split shares of our common stock to Jeff Dashefsky in consideration for services rendered by Mr. Dashefsky as an officer of VOIS, Inc. since April 4, 2011, and to be rendered throughout the one year term of the Officer Agreement, as full compensation in lieu of cash payment for services. The shares issued to Mr. Dashefsky were restricted in their transfer as required by the Securities Act.
· Pursuant to 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.
· Pursuant to a Consulting Agreement dated 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 ended December 31, 2013. The shares issued to First Swiss Capital, Inc. were restricted in their transfer as required by the Securities Act.
· On 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.
· On January 6, 2014, we issued 100,000,000 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.
· 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, 2014. The shares issued to Mirador Consulting LLC were restricted in their transfer as required by the Securities Act.
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· On March 14, 2014, we issued 11,627,907 post reverse split shares of our common stock to Monster Arts, Inc. for consulting services pursuant to a Consulting Agreement dated February 12, 2014. 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.
· On March 19, 2014, we issued to Premier Venture Partners, LLC, a California limited liability company, 12,765,957 shares of our common stock as Initial Commitment Shares in connection with an Equity Purchase Agreement dated March 11, 2014. The shares issued to Premier Venture Partners were restricted in their transfer as required by the Securities Act. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Subsequent Events.”
· On May 11, 2014, we issued 5,000,000 post reverse split shares of our common stock to IN2NE Corp. pursuant to a Consulting Agreement dated May 11, 2014. The shares issued to IN2NE Corp. were restricted in their transfer as required by the Securities Act.
· On June 2, 2014, we issued 15,000,000 post reverse-split shares of our common stock to Dr. Gordon Chiu. The shares issued to Dr. Chiu were restricted in their transfer as required by the Securities Act.
· On August 28, 2014, we issued 30,000,000 post reverse split shares of our common stock to Brent Fouch pursuant to a Consulting Agreement dated August 20, 2014. The shares issued to Mr, Fouch were restricted in their transfer as required by the Securities Act.
· On September 30, 2014, we issued 30,000,000 post reverse split shares of our common stock to Noah Fouch pursuant to a Consulting Agreement dated September 2, 2014. The shares issued to Mr, Fouch were restricted in their transfer as required by the Securities Act.
As 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 officers of a predecessor. Mr. Fouch had loaned the sum of $347,292 to the predecessor of Mind Solutions for working capital purposes. Mr. Fouch subsequently assigned some of the notes to Magna Group, LLC. See “Item 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, issued by Mind Solutions, Inc. 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 converted into 10,625 shares of our common stock, pursuant to a Debt Conversion Agreement dated April 4, 2013, by and between Brent Fouch and VOIS, Inc. The shares issued to Mr. Fouch were restricted in their transfer as required by the Securities Act.
Our unregistered securities were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D promulgated under the Securities Act. Each investor took his securities for investment purposes without a view to distribution and had access to information concerning us and our business prospects, as required by the Securities Act. In addition, there was no general solicitation or advertising for the purchase of our securities. Our securities were sold only to an accredited investor, 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.
How come you don't update the IBOX now. Have to add at least another 700 million shares to the OS.
No wonder why there is no rush to update.
They have been promising the same old fantasy for years.
All they give is false claims and lies.
There 10 cent video was a laugh. Claims you can play Call of Duty with your mind is yet another false claim and lie and impossibility.
They can't get rid of there paper fast enough so now they are going to hire paid promoters. Always something special coming while they sell off shares. OS has gone up 700 million and counting between the last two pumps.
Filings say it all. Long lists of dilution and a history of multiple RS's and yet another 5 billion shares being served up on this Fantasy Island.
Common sense is all that is needed to read the minds of these insiders. The brain is the most complex system in the entire universe and we only use less then 10% of it. They are counting on sheep using much less of the brain to buy shares. Yet you don't need much more then common sense to see past the smoke and mirrors here.
They are reading your minds alright and laughing all the way to the bank.
All this news and no movement in pps.
People don't care any more about your news if the PPS don't move.
These guys have no clue obviously.
Remember what happened last time when you were pushing this at .008's and I was selling them.
Stock Hit .0008
Time to do it again.
By now you don't need a mind reader to know what these guys are all about.
Ibox needs updating. OS has increased at least another 700 million shares and counting.
Yet another 5 billion free shares for these guys to unleash.
Reverse Splits and worthless paper. Hope people are taking profits before she collapses again.
Auth. Shares 5,000,000,000
Security Notes
New Issue=12-01 4,302,000 units (1 sh Com & 1 Warr) at 50 Cents per unit by Robert M. Cohen & Co., Inc.
Capital Change=shs decreased by 1 for 75 split Pay date=11/02/2006.
Capital Change=shs increased by 100 for 1 split Ex-date=07/09/2009. Rec date=07/06/2009. Pay date=07/08/2009.
Capital Change=shs decreased by 1 for 200 split. Pay date=11/24/2010.
Capital Change=shs decreased by 1 for 2000 split. Pay date=10/28/2013
The scam continues......
Since January 1, 2013, we have taken the following actions:
· On March 13, 2013, we filed with the SEC a Post-Effective Amendment to our Registration Statement on Form S-8 in order to increase the number of shares of our 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.
· On September 9, 2013, we filed with the SEC a Post-Effective Amendment to our Registration Statement on Form S-8 in order to increase the number of shares of our 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 185,000,000 to 285,000,000 shares.
· 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.
Issuance of Equity Compensation Plan Shares
Since January 1, 2013, we have issued the following shares for services rendered (all shares of our common stock which were issued 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):
· Pursuant to a Consulting Agreement dated January 30, 2013, on February 6, 2013, we issued 5,000 post reverse-split shares of our common stock to Brent Fouch, 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
· On February 8, 2013, we issued 5,000 post reverse-split shares of our 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.
· 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.
· On March 18, 2013, we issued 5,000 post reverse-split shares of our common stock to Christian Hansen for consulting services, 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 March 13, 2013.
· On April 17, 2013, we issued 1,000 post reverse-split shares of our common stock to Jeff Dashefsky for consulting services rendered as of March 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 March 13, 2013.
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· Pursuant to a Consulting Agreement dated May 1, 2013, on May 10, 2013, we issued 5,000 post reverse-split shares of our common stock to Brent Fouch, 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 March 19, 2013.
· Pursuant to a Consulting Agreement dated July 19, 2013, on July 26, 2013, we issued 10,000 post reverse-split shares of our common stock to Brent Fouch, 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 March 13, 2013.
· Pursuant to a Consulting Agreement dated September 2, 2013, on September 11, 2013, we issued 35,000 post reverse-split shares of our common stock to Brent Fouch, 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 September 20, 2013, we issued 20,000 post reverse-split shares of our common stock to Jeff Dashefsky 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.
· Pursuant to a Consulting Agreement dated September 26, 2013, on September 30, 2013, we issued 19,688 post reverse-split shares of our common stock to Brent Fouch 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 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.
· Pursuant to a Consulting Agreement dated January 2, 2014, on January 31, 2014, we issued 10,000,000 post reverse-split shares of our common stock to Brent Fouch, which shares had been registered pursuant to our Registration Statement on Form S-8 filed with the SEC on January 28, 2014.
· On March 31, 2014, we issued 5,000 post reverse-split shares to Noah Fouch for consulting services, which shares had been registered pursuant to our Registration Statement on Form S-8 filed January 28, 2014.
· Pursuant to a Consulting Agreement dated May 2, 2014, on May 14, 2014, we issued 2,500 post reverse-split shares of our common stock to Brent Fouch, which shares had been registered pursuant to our Registration Statement on Form S-8 filed January 28, 2014, with the SEC.
· Pursuant to a Consulting Agreement dated August 20, 2014, on August 28, 2014, we issued 30,000,000 post reverse-split shares of our common stock to Brent Fouch, which shares had been registered pursuant to our Registration Statement on Form S-8 filed January 28, 2014, with the SEC.
· Pursuant to a Consulting Agreement dated September 2, 2014, on September 30, 2014, we issued 30,000,000 post reverse-split shares of our common stock to Noah Fouch, which shares had been registered pursuant to our Registration Statement on Form S-8 filed January 28, 2014, with the SEC.
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Recent Sales of Unregistered Securities
On the dates specified below, we have issued shares of our common stock to various creditors, IBC Funds, LLC, Magna Group, LLC, Hanover Holdings I, LLC, Asher Enterprises, Inc., JMJ Financial, Gel Properties, LLC, LG Capital Funding, LLC, WHC Capital, AARG Corp, KBM Worldwide, Inc., Cicero Consulting Group, LLC and other parties.
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.
On November 22, 2013, in a court proceeding styled IBC Funds, LLC, a Nevada limited 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 Funds in the manner contemplated in the Settlement Agreement and Stipulation at a 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.
As set forth in the order, the court found that the terms and conditions of the exchange were fair to Mind Solutions and IBC Funds within the meaning of Section 3(a)(10) of the Securities Act, and that the exchange of the debt for our securities was not made under Title 11 of the United States Code.
As permitted by the court order and the Settlement Agreement and Stipulation, we issued 77,298,674 post reverse split shares of our common stock to IBC Funds, LLC, as follows:
· On December 4, 2013, we issued 822,674 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $15,000 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.
· On December 11, 2013, we issued 1,300,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $3,445 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.
· On December 12, 2013, we issued 1,300,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $3,315 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) 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.
· On 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.
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· On January 23, 2014, we issued 7,000,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $3,850 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.
· On January 28, 2014, we issued 7,000,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $3,850 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.
· On January 29, 2014, we issued 7,000,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $3,850 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.
· On January 31, 2014, we issued 7,000,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $3,850 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) 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.
· On February 7, 2014, we issued 7,000,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $5,250 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.
· On February 8, 2014, we issued 7,000,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $8,750 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.
· On February 10, 2014, we issued 12,000,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $15,000 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.
· On February 12, 2014, we issued 9,976,000 post reverse split shares of our common stock to IBC Funds, LLC for the reduction of $12,470 in convertible debt. The shares were issued free of any restrictions as permitted by Section 3(a)(10) of the Securities Act.
Magna Group, LLC. 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 officers of a predecessor. Mr. Fouch had loaned the sum of $347,292 to the predecessor of Mind Solutions for working capital purposes. Mr. Fouch subsequently assigned some of the notes to Magna Group, LLC. See “Item 13. Certain Relationships and Related Transactions and Director Independence – Transactions with Brent Fouch.” Upon conversion of the notes, Magna Group, LLC received 52,803,315 post reverse split shares of our common stock as follows:
· On February 8, 2013, we issued 364 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $10,000 in convertible debt. 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 27, 2013, we issued 4,261 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.
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· On March 13, 2013, we issued 7,331 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $25,000 in convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On March 21, 2013, we issued 8,021 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 June 6, 2013, we issued 10,868 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $20,324 in convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On June 20, 2013, we issued 11,818 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $13,000 in convertible debt. 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.
· On July 24, 2013, we issued 19,181 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 August 7, 2013, we issued 36,364 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $20,000 in convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On August 28, 2013, we issued 60,606 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $20,000 in convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On September 10, 2013, we issued 73,164 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $16,096 in convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On September 18, 2013, we issued 81,818 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $9,000 in convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On September 24, 2013, we issued 81,818 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $9,000 in convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On September 25, 2013, we issued 65,909 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $7,000 of principle and $250 in accrued interest relating to the outstanding convertible debt. 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.
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· On December 11, 2013, we issued 1,069,519 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.
· On December 20, 2013, we issued 1,547,107 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $1,872 in outstanding convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On December 26, 2013, we issued 1,818,182 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $2,000 in outstanding convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On 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.
· On January 10, 2014, we issued 7,272,727 post reverse split shares of 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 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.
· On January 27, 2014, we issued 13,223,140 post reverse split shares of 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 January 29, 2014, we issued 16,568,145 post reverse split shares of our common stock to Magna Group, LLC for the reduction of $13,000 in outstanding convertible debt. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
Hanover Holdings I, LLC. In 2013, we executed various Securities Purchase Agreements with Hanover Holdings I, LLC, whereby we issued convertible promissory notes to Hanover Holdings I, LLC bearing interest on the unpaid balance at the rate of 10 percent. We issued 75,745,890 post reverse split shares of our common stock to Hanover Holdings I, LLC, in connection with the conversions of the convertible promissory notes as follows:
· On August 23, 2013, we issued 38,374 post reverse split shares of our common stock to Hanover Holdings I, LLC, as a result of their notice to convert $20,000 of principle and $1,106 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.
· On September 10, 2013, we issued 73,164 post reverse split shares of our common stock to Hanover Holdings I, LLC, as a result of their notice to convert $16,096 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On September 30, 2013, we issued 100,000 post reverse split shares of our common stock to Hanover Holdings I, LLC, as 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 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.
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· On October 14, 2013, we issued 59,091 post reverse split shares of our common stock to Hanover Holdings I, LLC, as a result of their notice to convert $6,500 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On October 16, 2013, we issued 59,091 post reverse split shares of our common stock to Hanover Holdings I, LLC, as a result of their notice to convert $6,500 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On November 20, 2013, we issued 186,199 post reverse split shares of our common stock to Hanover Holdings I, LLC, as a result of their notice to convert $3,500 of principle and $1,143 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.
· On January 29, 2014, we issued 16,969,697 post reverse split shares of our common stock to Hanover Holdings I, LLC, as a result of their notice to convert $14,000 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On January 31, 2014, we issued 18,181,818 post reverse split shares of our common stock to Hanover Holdings I, LLC, as 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 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.
· On February 14, 2014, we issued 7,438,017 post reverse split shares of our common stock to Hanover Holdings I, LLC, as a result of their notice to convert $13,500 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On February 20, 2014, we issued 9,646,465 post reverse split shares of our common stock to Hanover Holdings I, LLC, as a result of their notice to convert $13,000 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.
· On May 2, 2014, we issued 31,619,318 post reverse split shares of our common stock to Hanover Holdings I, LLC, as a result of their notice to convert $26,500 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 Enterprises, Inc. In 2012, 2013, and 2014, we executed various Securities Purchase Agreements with Asher Enterprises, Inc., whereby we issued convertible promissory notes to Asher Enterprises, Inc. bearing interest on the unpaid balance at the rate of eight percent. We issued 62,644,259 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of the conversion of the convertible promissory notes as follows:
· On July 30, 2013, we issued 18,293 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.
· On July 31, 2013, we issued 19,595 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $14,500 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
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· 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.
· On September 13, 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 $6,400 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On September 19, 2013, we issued 26,250 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $4,200 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On September 20, 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.
· On September 24, 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.
· On September 25, 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.
· On September 27, 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.
· 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.
· On November 25, 2013, we issued 131,707 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $2,700 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On November 26, 2013, we issued 131,707 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $2,700 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On December 4, 2013, we issued 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.
· 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.
· 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.
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· On 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 14, 2014, we issued 2,428,571 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $2,210 of their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On February 19, 2014, we issued 2,457,831 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $740 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.
· On May 19, 2014, we issued 15,463,918 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $15,000 on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On May 27, 2014, we issued 15,789,474 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $15,000 on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On May 28, 2014, we issued 14,947,368 post reverse split shares of our common stock to Asher Enterprises, 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.
· On August 14, 2014, we issued 18,072,289 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $15,000 on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On August 18, 2014, we issued 18,518,519 post reverse split shares of our common stock to Asher Enterprises, Inc., as a result of their notice to convert $15,000 on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On August 21, 2014, we issued 14,516,129 post reverse split shares of our common stock to Asher Enterprises, Inc., 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:
· On December 5, 2013, we issued 822,674 post reverse split shares of our common stock to JMJ Financial, 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.
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· On January 29, 2014, we issued 7,900,000 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $5,214 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 5, 2014, we issued 11,200,000 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $7,392 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 10, 2014, we issued 16,200,000 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $10,692 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 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 February 27, 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 $12,000 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 April 3, 2014, we issued 14,363,704 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $8,618 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 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.
· On July 15, 2014, we issued 16,407,407 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $15,751 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 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.
· On November 10, 2014, we issued 18,062,673 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $28,178 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 29, 2014, we issued 66,000,000 post reverse split shares of our common stock to JMJ Financial, as a result of their notice to convert $19,800 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
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:
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· On August 18, 2014, we issued 7,575,758 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 August 20, 2014, we issued 13,223,140 post reverse split shares of our common stock to Gel Properties, LLC, as a result of their notice to convert $8,000 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 August 25, 2014, we issued 12,727,273 post reverse split shares of our common stock to Gel Properties, LLC, as a result of their notice to convert $7,000 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 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 September 3, 2014, we issued 23,863,636 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.
· 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.
· On September 11, 2014, we issued 10,227,273 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.
LG Capital Funding, LLC. In 2014, we executed various Securities Purchase Agreements with LG Capital Funding, LLC, whereby we issued convertible promissory notes to with LG Capital Funding, LLC bearing interest on the unpaid balance at the rate of 10 percent. We issued 145,117,267 post reverse split shares of our common stock to with LG Capital Funding, LLC, in connection with the conversions of the convertible promissory notes as follows:
· On August 3, 2014, we issued 23,872,976 post reverse split shares of our common stock to with LG Capital Funding, LLC, as a result of their notice to convert $15,000 of principle and $756 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.
· On August 27, 2014, we issued 23,991,282 post reverse split shares of our common stock to with LG Capital Funding, LLC, as a result of their notice to convert $10,000 of principle and $556 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.
· On August 28, 2014, we issued 36,801,432 post reverse split shares of our common stock to with LG Capital Funding, LLC, as a result of their notice to convert $15,100 of principle and $93 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.
· 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.
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· On September 29, 2014, we issued 20,018,266 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 on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
· On 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.
WHC Capital, LLC. In 2014, we executed various Securities Purchase Agreements with WHC Capital, LLC, whereby we issued convertible promissory notes to with WHC Capital, LLC bearing interest on the unpaid balance at the rate of 12 percent. We issued 32,000,000 post reverse split shares of our common stock to with WHC Capital, LLC, in connection with the conversions of the convertible promissory notes as follows:
· On December 9, 2014, we issued 32,000,000 post reverse split shares of our common stock to with WHC Capital, LLC, as a result of their notice to convert $24,000 of principle on their outstanding convertible promissory note. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.
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 November 27, 2014, we issued 37,142,857 post reverse split shares of our common stock to with ARRG Corp., as a result of their notice to convert $50,000 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 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:
· On October 17, 2014, we issued 37,166,878 post reverse split shares of our common stock to with Caesar Capital Group, LLC, as a result of their notice to convert $50,000 of principle and $2,034 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 Worldwide, Inc. 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 balance at the rate of 8 percent. We issued 45,948,276 post reverse split shares of our common stock to with KBM Worldwide Inc., in connection with the conversions of the convertible promissory notes as follows:
· 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.
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· 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 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 $10,000 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 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 8 percent. We issued 131,078,431 post reverse split shares of our common stock to with Cicero Consulting Group, LLC, in connection with the conversions of the convertible promissory notes as follows:
· 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 $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.
· On December 16, 2014, we issued 41,666,667 post reverse split shares of our common stock to with Cicero Consulting Group, LLC, as a result of their 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.
· On February 11, 2015, we issued 50,000,000 post reverse split shares of our common stock to with Cicero Consulting Group, LLC, as a result of their 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.
Iconic Holdings, 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 common stock to with Iconic Holdings, LLC, in connection with the conversions of the convertible promissory notes as follows:
· On 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.
We issued 237,603,815 post reverse split shares of our common stock to consultants and others, as follows;
· On November 4, 2012, we issued 5,000 post reverse split shares of our common stock to James Mahony for consulting services rendered in the year ended December 31, 2012. 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.
· 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.
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· 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.
· On December 12, 2012, we issued 100 post reverse split shares of our common stock to Jeff Dashefsky for consulting services rendered in the year ended December 31, 2012. The shares issued to Mr. Dashefsky were restricted in their transfer as required by the Securities Act.
· Pursuant to 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.
· On March 22, 2013, we issued 4,000 post reverse split shares of our common stock to Larry Simon for consulting services rendered in the year ended December 31, 2013. The shares issued to Mr. Simon were restricted in their transfer as required by the Securities Act.
· Pursuant to a Consulting Agreement dated March 18, 2013, on March 22, 2013, we issued 15,000 post reverse split shares of our common stock to Relaunch Consulting Group for consulting services rendered in the year ended December 31, 2013. The shares issued to Relaunch Consulting Group were restricted in their transfer as required by the Securities Act.
· On April 11, 2013, we issued 10,625 post reverse-split shares of our common stock to Brent Fouch, which were issued free of any restrictions pursuant to Rule 144 under the Securities Act. The shares were issued resulting from the conversion of the Convertible Promissory Note dated December 31, 2010.
· 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.
· On August 23, 2013, pursuant to an Officer Agreement, we issued 238,000 post reverse split shares of our common stock to Jeff Dashefsky in consideration for services rendered by Mr. Dashefsky as an officer of VOIS, Inc. since April 4, 2011, and to be rendered throughout the one year term of the Officer Agreement, as full compensation in lieu of cash payment for services. The shares issued to Mr. Dashefsky were restricted in their transfer as required by the Securities Act.
· Pursuant to 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.
· Pursuant to a Consulting Agreement dated 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 ended December 31, 2013. The shares issued to First Swiss Capital, Inc. were restricted in their transfer as required by the Securities Act.
· On 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.
· On January 6, 2014, we issued 100,000,000 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.
· 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, 2014. The shares issued to Mirador Consulting LLC were restricted in their transfer as required by the Securities Act.
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· On March 14, 2014, we issued 11,627,907 post reverse split shares of our common stock to Monster Arts, Inc. for consulting services pursuant to a Consulting Agreement dated February 12, 2014. 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.
· On March 19, 2014, we issued to Premier Venture Partners, LLC, a California limited liability company, 12,765,957 shares of our common stock as Initial Commitment Shares in connection with an Equity Purchase Agreement dated March 11, 2014. The shares issued to Premier Venture Partners were restricted in their transfer as required by the Securities Act. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Subsequent Events.”
· On May 11, 2014, we issued 5,000,000 post reverse split shares of our common stock to IN2NE Corp. pursuant to a Consulting Agreement dated May 11, 2014. The shares issued to IN2NE Corp. were restricted in their transfer as required by the Securities Act.
· On June 2, 2014, we issued 15,000,000 post reverse-split shares of our common stock to Dr. Gordon Chiu. The shares issued to Dr. Chiu were restricted in their transfer as required by the Securities Act.
· On August 28, 2014, we issued 30,000,000 post reverse split shares of our common stock to Brent Fouch pursuant to a Consulting Agreement dated August 20, 2014. The shares issued to Mr, Fouch were restricted in their transfer as required by the Securities Act.
· On September 30, 2014, we issued 30,000,000 post reverse split shares of our common stock to Noah Fouch pursuant to a Consulting Agreement dated September 2, 2014. The shares issued to Mr, Fouch were restricted in their transfer as required by the Securities Act.
As 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 officers of a predecessor. Mr. Fouch had loaned the sum of $347,292 to the predecessor of Mind Solutions for working capital purposes. Mr. Fouch subsequently assigned some of the notes to Magna Group, LLC. See “Item 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, issued by Mind Solutions, Inc. 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 converted into 10,625 shares of our common stock, pursuant to a Debt Conversion Agreement dated April 4, 2013, by and between Brent Fouch and VOIS, Inc. The shares issued to Mr. Fouch were restricted in their transfer as required by the Securities Act.
Our unregistered securities were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D promulgated under the Securities Act. Each investor took his securities for investment purposes without a view to distribution and had access to information concerning us and our business prospects, as required by the Securities Act. In addition, there was no general solicitation or advertising for the purchase of our securities. Our securities were sold only to an accredited investor, 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.
Great run and congrats to everyone who made a fortune, but I hate to say that when a company starts mentioning buybacks and retiring shares it's always the last notice to vacate the premises.
Seeing some outrageous targets is never good either.
Best of luck to those who bought my shares today but retiring shares is a huge red flag in my book and one of the oldest scams in "the" book. Anyone who has been around long enough knows you might get the short term pop but tread lightly especially after such a huge run. IMHO
What a pity for anyone who bought this up around 10 cents.
That's a 90% loss.
Shame on you insiders.
All this news NOBODY CARES.
Only thing people care about is a rising PPS.
People do not buy into stocks that produce news and go nowhere or dump and bag people.
People may be dumb but even they will figure it out sooner or later.
Dog poopy.
Nobody cares about news here.
Dump almost a half billion shares yesterday into news and buyers and still dirty mm's sitting on ask looking to dump more.
Pick up your pink slips Insider Clowns and go fill out your applications at Mcdonalds.
Public not interested in buying your shares.
This company is run by a bunch of losers.
Good luck trying to find buyers after this charade.
Might as well close the doors and put a padlock on it.
Chalk it up to another bunch of clown insiders who do not understand momentum or the stock market.
Two ticks on a trip with Psycho behind them is a laugh.
Time for Insiders to pick up there pink slips and put in there applications for Mcdonalds drive through.
Heavy Duty Dumping
What a bunch of Clowns running this one.
500 0r 5000 don't matter. These companies can dump 100's of millions of shares in a matter of minutes at any time.
115 million volume and down.
We get it.
Wow 500 bucks. That's huge.
Typical insider clowns who enjoy dumping into PR's
We all know the game.
The smart clowns let there stocks run on news.
Should have a pool on what day the RS will be announced.
Maybe someone can make a few bucks on this some how.
Another bunch of clowns who dump into there press releases.
Time to move on and let these clowns try and sell to no bids
Is this a figment of my imagination or did the insiders just flush the toilet on there pps.
Add these clowns to the long list of insider crooks out there.
These guys keep pumping out news and the stock never moves.
Nobody interested in buying stock in a company that the pps never moves no matter what press releases come out.
This management is looking like a bunch of clowns.
HOLY SCAM BATMAN. WHAT A BUNCH OF CROOKS.
To approve an amendment to the Company’s Articles of Incorporation to increase the Company’s authorized shares of common stock from 1,000,000,000 to an unlimited number
Well done -95%
Enjoy your Christmas Bonuses and have a swell trip to hell
CEO must be an Athiest.
This one has my vote for 2014 worst CEO
If you all put your headsets on maybe you can try to keep the pps up.
Wonder what happens if you take Viagra and put that headset on LMAO.
Is that the big video everyone is waiting for.
Burning a barrel and raising a golf ball and a some guy using his hands to do most of the work on a laptop?
This company is a joke.
Can't say I didn't warn ya.
It's always fun on the way up till the truth rears it's head.
This company is all about selling paper and nothing but.
5 Reverse Splits should be a dead give away, so nobody should be surprised. It's right up top in the IBOX.
Any penny stock with 5 billion AS after 5 RS's has one thing in mind. These are repeat offenders who should be banned from trading and possibly put in prison for securities fraud.
So much for the 3 strikes you're out rule.
Hope everyone has learned there lesson about things being to good to be true.
Time to turn off the lights and put a padlock on the door.
Enough is enough.
These guys been rehashing the same old fantasy over and over, you talk about rehashing? The fact that a company would do just one Reverse Split in the past is a good indication of the future and this one has done that 5 TIMES!!!!! Yet somehow you think that is going to change.
What did they say this time? another 12 weeks in testing AGAIN?
They will always be testing and in the meantime selling people there worthless paper. This is also another fact that's been going on for years and proven by an AS of 5 BIllion shares available and 5 RS prior.
A 10 second video showing some guy in a wheelchair doing something on a computer is no proof of anything other then they can take a video of some guy in a wheelchair and some activity on the screen. That's more then just pretty lame when you are making these kind of claims.
The fact that they were on Money TV, which even your mother could get on without doing very much and showing some gadget while making outright false claims with no proof should be investigated by the FBI.
This company should of been halted from trading with this track record a very long time ago!
Facts. I just gave you a few.....5 Billion AS and 5 Reverse Splits and some fantasy to keep selling worthless paper.
The people pushing this worthless paper have no facts.
5 Reverse Splits and another 5 Billion Shares coming.
These guys are liars and scammers.
When will people learn.
Even if you were an idiot, the simple fact of them saying you can play CALL of Duty with your mind is a dead give away these guys are full of crap.
We can't even totally understand how the entire brain works let alone put some gadget in your ear and say it can read your thoughts with hundreds of millions of ideas and thoughts flowing around, let alone delving into the subconscience.
This is one big fat scam and a joke to anyone who actually believes in this BS