EXHIBIT 99.1

 

REPORT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

 

Michael F. Cronin
Certified Public Accountant
Orlando, FL 32708

 

Board of Directors and Shareholders

Mind Solutions, Inc. (Nevada)

Cardiff, CA

 

I have audited the accompanying balance sheet of Mind Solutions, Inc. (Nevada) as of December 31, 2011 and 2010 and the related statements of operations, stockholders' equity and cash flows for the years then ended. The financial statements are the responsibility of the directors. My responsibility is to express an opinion on these financial statements based on my audits.

 

I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

 

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mind Solutions, Inc.(Nevada) as of December 31, 2011 and 2010 and the results of its operations, its cash flows and changes in stockholders' equity for the years then ended in conformity with accounting principles generally accepted in the United States.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred a $150,000 loss from operations and consumed $155,000 of cash due to its current operating activities. The Company may not have adequate readily available resources to fund operations through December 31, 2012. This raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

 

September 10, 2012

 

/s/ Michael F. Cronin

Michael F. Cronin

Certified Public Accountant NY, FL Orlando, Florida

 

  

MIND SOLUTIONS, INC.

FINANCIAL STATEMENTS

 

DECEMBER 31, 2011 AND 2010

(Audited)

 

 

MIND SOLUTIONS, INC.

BALANCE SHEETS

(Audited)

 

		December 31,				December 31,
Assets:		2011				2010
Current Assets
Cash and Cash Equivalents		$	942			$	47,028
Total Current Assets			942				47,028
Fixed Assets
Property Plant & Equipment			684				684
Accumulated Depreciation			(120	)			(22	)
Total Fixed Assets			564				662
Other Assets
Investment			1,020,000				-
Advances to Related Party			5,347				-
Total Other Assets			1,025,347				-
Total Assets		$	1,026,853			$	47,690
Liabilities and Stockholders' Equity:
Accounts Payable		$	535			$	-
Due to Parent Company			111,610				36,000
Note Payable - Officer			190,998				157,324
Total Liabilities			303,143				193,324
Stockholders' Equity:
Preferred Stock, $0.001 par value 50,000,000 shares authorized, 0 shares issued and outstanding			-				-
Common Stock, $0.001 par value 450,000,000 shares authorized, 100,000 shares issued and outstanding			100				100
Additional Paid-In Capital			1,020,000				-
Accumulated Deficit			(296,390	)			(145,734	)
Total Stockholders' Equity (Deficit)			723,710				(145,634	)
Total Liabilities and Stockholders' Equity		$	1,026,853			$	47,690

 

The accompanying notes are an integral part of these financial statements.

 

 

MIND SOLUTIONS, INC.

STATEMENTS OF OPERATIONS

(Audited)

 

		For the Twelve Months Ended
		December 31,				December 31,
		2011				2010
Revenues		$	-			$	-
Cost of Services			-				-
Gross Profit			-				-
Operating expenses:
Consulting			27,141				1,200
Research and Development			63,691				39,981
General and Administration			59,824				104,453
Total operating expenses			150,656				145,634
Loss from operations			(150,656	)			(145,634	)
Net Loss		$	(150,656	)		$	(145,634	)
Loss per share			(1.51	)			(1.46	)
Weighted average shares
outstanding			100,000				100,000

 

The accompanying notes are an integral part of these financial statements.

 

 

MIND SOLUTIONS, INC.

STATEMENTS OF STOCKHOLDERS' DEFICIT

FROM JANUARY 1, 2010 TO DECEMBER 31, 2011

(Audited)

 

																		Additional
		Common Stock								Preferred Stock								Paid in				Accumulated
		Shares				Amount				Shares				Amount				Capital				Deficit				Total
Balance January 1, 2010			100,000			$	100				-			$	-			$	-			$	(100	)		$	-
Net Loss for the year			-				-				-				-				-				(145,634	)			(145,634	)
Balance December 31, 2010			100,000				100				-				-				-				(145,734	)			(145,634	)
																											-
Investment			-				-				-				-				1,020,000				-				1,020,000
Net Loss for the year			-				-				-				-				-				(150,656	)			(150,656	)
Balance December 31, 2011			100,000			$	100				-			$	-			$	1,020,000			$	(296,390	)		$	723,710

 

               

The accompanying notes are an integral part of these financial statements.

 

 

MIND SOLUTIONS, INC.

STATEMENTS OF CASH FLOWS

(Audited)

        

		For the Twelve Months Ended
		December 31,				December 31,
		2011				2010
Cash Flows from Operating Activities:
Net Loss for the period		$	(150,656	)		$	(145,634	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation			98				22
Changes in Operated Assets and Liabilities:
Increase in Accounts Payable			535				-
Increase in advances to related party			(5,347	)			-
Net cash (used) in operating activities			(155,370	)			(145,612	)
Cash Flow from Investing Activities:
Purchase Equipment			-				(684	)
Net Cash Used by Investing Activities			-				(684	)
Cash Flows from Financing Activities:
Proceeds from Parent Company			75,610				36,000
Proceeds from note payable - related party			33,674				157,324
Net Cash Provided by Financing Activities			109,284				193,324
Net (Decrease) Increase in Cash			(46,086	)			47,028
Cash at Beginning of Period			47,028				-
Cash at End of Period		$	942			$	47,028
Supplemental Disclosures:
Income Taxes Paid		$	-			$	-
Interest Paid		$	-			$	-

 

The accompanying notes are an integral part of these financial statements.

  

 

MIND SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2011

(Audited)

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Mind Solutions, Inc. (Nevada) (the “Company”) was incorporated under the laws of the state of Nevada on May 24, 2002 under the name Red Meteor Media, Inc. The Company changed its name to Prize Entertainment Inc. in November of 2003 and then again to Mind Solutions, Inc. in January of 2011. The Company is a wholly owned subsidiary of Mind Solutions Inc. (Canada) (the “Parent Company”) which was incorporated under the law of the province of Ontario on July 30, 2010. The Parent Company is roughly 60% owned by Mind Technologies, Inc. and 40% owned by Brent Fouch. Brent Fouch is the sole officer of the Company as well as the Parent Company.

 

The Company develops software applications using a wireless headset which reads brainwaves and allows interaction with a computer via the software applications developed.

 

NOTE 2 - PREPARATION OF FINANCIAL STATEMENTS

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented

 

NOTE 3 - PRINCIPLES OF CONSOLIDATION

 

The consolidated financial statements presented reflect the activity of the Company by and of itself. The Company has elected not to consolidate its financials with its Parent Company, Mind Solutions, Inc (Canada). As a result, the Company’s financial statements present all intercompany transactions related to the Parent Company.

 

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A. Cash and cash equivalents

 

The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly- liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

 

 

B. Fixed Assets

 

Fixed assets are recorded at cost. Major renewals and improvements are capitalized, while maintenance and repairs are expensed when incurred. Expenditures for major additions and betterments are capitalized in amounts greater or equal to $500. Depreciation of equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of three (3), (5), or seven (7) years. Upon sale or retirement of equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations.

 

C. Research and development expenses

 

Research and development expenses are charged to operations as incurred. For the twelve months ended December 31, 2011 and 2010 research and development expense was $63,691 and $39,981.

 

D. Advertising expenses

 

Advertising and marketing expenses are charged to operations as incurred. For the twelve months ended December 31, 2011 and 2010 advertising and marketing expense was $10,250 and $56,691 respectively.

 

E. Revenue recognition

 

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

 

F. Stock-based compensation

 

We follow ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options. The Company granted stock awards, at par value, to its officers, directors and advisors for services rendered in its formation. Accordingly, stock-based compensation has been recorded to date.

 

G. Income Taxes

 

Income taxes are provided in accordance with Codifications topic 740, “Income Taxes”, which requires an asset and liability approach for the financial accounting and reporting of income taxes. Current income tax expense (benefit) is the amount of income taxes expected to be payable (receivable) for the current year. A deferred tax asset and/or liability is computed for both the expected future impact of differences between the financial statement and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. Deferred income tax expense is generally the net change during the year in the deferred income tax asset and liability. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be “more likely than not” realized in future tax returns. Tax rate changes and changes in tax law are reflected in income in the period such changes are enacted

 

H. Earnings (loss) per share

 

Basic earnings (loss) per share are computed by dividing the net income (loss) by the weighted-average number of shares of common stock and common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method. The calculation of fully diluted earnings (loss) per share assumes the dilutive effect of the exercise of outstanding options and warrants at either the beginning of the respective period presented or the date of issuance, whichever is later. As of the balance sheet dates the Company had no outstanding warrants.

 

 

I. Use of estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net sales and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.

 

These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.

 

 

NOTE 5 - RECENT ACCOUNTING PRONOUNCEMENTS

 

We qualify as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period.

 

In October 2011 the Accounting Standards Update No. 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Goodwill for impairment. This ASU's objective is to simplify the process of performing impairment testing for Goodwill. With this update a company is allowed to asses qualitative factors, first, to determine if it is more likely than not (greater than 50%) that the FV is less than the carrying amount. This would be done, prior to performing the two-step goodwill impairment testing, as prescribed by Topic 350. Prior to this ASU, all entities were required to test, annually, their good will for impairment by Step 1 - comparing the FV to the carrying amount, and if impaired, then step 2 - calculate and recognize the impairment. Therefore, are gained by not requiring fair value measurement, until the "more likely than not" reasonableness test is concluded. Effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption did not have an impact on the Company’s financial position and results of operations.

 

In May 2011 the Accounting Standards Update (Update) No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. This ASU clarifies the board's intent of current guidance, modifies and changes certain guidance and principles, and adds additional disclosure requirements concerning the 3 levels of fair value measurements. Specific amendments are applied to FASB ASC 820-10-35, Subsequent Measurement and FASB ASC 820-10-50, Disclosures. Effective dates are for interim and annual periods beginning after December 15, 2011. The adoption did not have an impact on the Company’s financial position and results of operations.

 

In February 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-09, “Amendments to Certain Recognition and Disclosure Requirements” (“ASU 2010-09”), which is included in the FASB Accounting Standards Codification (the “ASC”) Topic 855 (Subsequent Events). ASU 2010-09 clarifies that an SEC filer is required to evaluate subsequent events through the date that the financial statements are issued. ASU 2010-09 is effective upon the issuance of the final update and did not have a significant impact on the Company’s financial statements. In June 2009, the FASB issued guidance now codified as ASC 105, “Generally Accepted Accounting Principles” as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Company’s financial statements, but did eliminate all references to pre- codification standards.

 

On December 4, 2007, the Financial Accounting Standards Board (FASB) issued Statement No. 141(R), Business Combinations (Statement 141(R)) and Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 (Statement 160). These new standards will significantly change the financial accounting and reporting of business combination transactions and noncontrolling (or minority) interests in consolidated financial statements. Issuance of these standards is also noteworthy in that they represent the culmination of the first major collaborative convergence project between the International Accounting Standards Board (IASB) and the FASB. International Financial Reporting Standard No. 3, Business Combinations, (IFRS 3) and International Accounting Standard No. 27, Consolidated and Separate Financial Statements, (IAS 27), are expected to be substantively similar to Statements 141(R) and 160, respectively, and are expected to be issued by the IASB in early 2008.

 

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

NOTE 6 – GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

As reflected in the accompanying financial statements, the Company had an accumulated deficit at December 31, 2011, a net loss and net cash used in operating activities for the period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

While the Company is attempting to commence operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

 

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

NOTE 7 – PROPERTY PLANT & EQUIPMENT

 

Furniture and Equipment consisted of the following:

 

		December 31, 2011				December 31, 2010
Furniture		$	684			$	684
Total			684				684
Less: Accumulated depreciation			(120	)			(22	)
Property & equipment, net		$	564			$	662

 

Assets are being depreciated over seven years using the straight line method. Depreciation expense for the twelve months ended December 31, 2011 and 20101 was $98 and $22.

 

NOTE 8 – RELATED PARTY TRANSACTIONS

 

Advances to Related Party

 

Over the years, the Company has received and advanced cash to Mind Technologies Inc. The advances are non interest bearing and payable on demand. At December 31, 2011 and 2010 the Company had advances to related party balances of $5,347 and $0.

 

 

Services provided by Related Party

 

Mind Technologies, Inc. leases office space in Cardiff California where operational services are provided to the Company. Management determined that the expense related to the office space and related services provided to be nominal and did not recognize any expense.

 

Former Related Party in Transaction

 

The sole officer of the Company, Brent Fouch, was a former officer of Rapid Fire Marketing, Inc. up until August of 2009. See note 9 for details on transaction.

 

Note Payable- Officer

 

The Company has an outstanding note payable to its sole officer Brent Fouch. Brent Fouch, the sole officer of the Company, is also the sole officer of the Parent Company. The note is described in detail in note 10.

 

NOTE 9 – INVESTMENT

 

On December 27, 2011 the sole officer of the Company contributed 10,000,000 preferred shares of Rapid Fire Marketing, Inc. (RFMK) stock that convert at the discretion of the holder to 300,000,000 common shares. The investment at December 31, 2011 had a value of $1,020,000, based on the closing share price of $.0034. All securities are equity securities and are classified as available-for-sale. The Company did not consolidate their ownership of RFMK due to lack of control. The investment is offset to additional paid in capital.

 

The Company’s investment of 10,000,000 preferred shares in RFMK represents approximately a 27% interest in RFMK. This was calculated as follows; as of December 31, 2011, RFMK financial statements showed 691,918,022 common shares and 14,343,000 preferred. If the preferred shares were converted to common shares at 30 to 1 then RFMK would have an additional 430,290,000 common shares outstanding which would result in 1,122,208,022 common shares outstanding. The Company’s investment of 10,000,000 preferred shares can be converted into 300,000,000 common shares which is approximately 27% of the (if converted) 1,122,208,022 common shares outstanding.

 

Rapid Fire Marketing, Inc. is not currently a reporting company (filed a form 15). The stock is traded under the symbol RFMK on the OTC Markets Exchange.

 

NOTE 10 – NOTE PAYABLE

 

The Company has a non interest bearing note payable to its sole officer at December 31, 2011 and 2010 in the amount of $190,998 and $157,324, payable on demand.

 

NOTE 11 – DUE TO PARENT

 

The Company borrowed cash from the Parent Company, Mind Solutions, Inc (Canada). At December 31, 2011 and 2010 the balances due to the Parent Company were $111,610 and $36,000.

 

NOTE 12 – STOCKHOLDERS’ EQUITY

 

The Company is authorized to issue 450,000,000 shares of common stock and 50,000,000 shares of preferred stock.

 

At inception, May 24, 2002, the Company issued 100,000 shares of stock to its founding officer at par $0.001. This resulted in an expense of $100.

 

NOTE 13 – INCOME TAX

 

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

 

Net deferred tax assets consist of the following components as of December 31, 2011 and 2010:

 

		December 31, 2011				December 31, 2010
Deferred Tax Assets – Non-current:
NOL Carryover		$	100,500			$	49,300
Less valuation allowance			(100,500	)			(49,300	)
Deferred tax assets, net of valuation allowance		$	-			$	-

 

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended December 31, 2011 and 2010 due to the following:

  

		2011				2010
Book Income		$	(150,656	)		$	(145,634	)
Other nondeductible expenses			-				-
Valuation allowance			150,656				145,634
		$	-			$	-

 

At December 31, 2011, the Company had net operating loss carryforwards of approximately $296,000 that may be offset against future taxable income from the year 2012 to 2032. No tax benefit has been reported in the December 31, 2011 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

 

NOTE 14 - SUBSEQUENT EVENTS

 

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that other than listed below, no material subsequent events exist through the date of this filing.

 

1.

As of September 10, 2012, the investment referred to in note 9 regarding Rapid Fire Marketing, Inc. (RFMK), has a value of $570,000. The investment decreased by $450,000 in value from $1,020,000 at December 31, 2011. The decrease in value was due from the decrease in stock price from $.0034 on 12/31/11 to $0.0019 on 9/10/12.