Mind Technologies, Inc.(fka MTEK)

[Zehner1]

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



Following the Merger, there are now 241,531,098 shares of the Company’s common stock outstanding, of which 196,000,000, approximately 81.15%, are held by the former shareholders of MSI.



All of the MSI’s stockholders were accredited investors. These issuances were made in a private transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on an exemption provided by Section 4(2) of that act. The transaction was accounted for as a reverse merger and recapitalization of MSI whereby MSI is considered the acquirer for accounting purposes.



Upon the closing of the Merger, our sole officer and director resigned and simultaneously with the Merger Mr. Kerry Driscoll was appointed our sole officer and director.



Our business and operations are now the business and operations of MSI. Following is the information that would be included in a Form 10 registration statement.



Read more: http://www.faqs.org/sec-filings/121023/VOIS-Inc_8-K/#ixzz2BF5yOrnY