UNITEDSTATES

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

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MINDPIX CORPORATION

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MINDPIX CORPORATION

940 Lincoln Road, Suite 315

Miami Beach, Florida 33139

NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT

On October 30, 2014, the Board of Directors of Mindpix Corporation (the “Company”) and stockholders holding a majority of the Company’s voting power took action by written consent to approve the following actions:

1. Amend our Articles to increase our authorized common stock from 1,500,000,000 shares to 3,250,000,000 shares.

Because these actions have been approved by the holders of the required majority of the voting power of our voting stock, no proxies were or are being solicited. We anticipate that the above actions will become effective on or about _______, 2015, at such time as articles of amendment to our Articles are filed with the Secretary of State of Nevada.

Attached hereto for your review is an Information Statement relating to the above-described actions. Please read this Information Statement carefully. It describes the essential terms of the actions to be taken. Additional information about the Company is contained in its reports filed with or furnished to the Securities and Exchange Commission (the “SEC”). These reports, their accompanying exhibits and other documents filed with the SEC may be inspected without charge at the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of such material may also be obtained from the SEC at prescribed rates. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding public companies that file reports with the SEC. Copies of these reports may be obtained on the SEC’s website at www.sec.gov.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

	By Order of the Board of Directors,
	/s/ Victor Siegel
	Victor Siegel
	Chief Executive Officer
Miami Beach, Florida ______, 2015

MINDPIX CORPORATION

940 Lincoln Road, Suite 315

Miami Beach, Florida 33139

February_____, 2015

INFORMATION STATEMENT

INFORMATION CONCERNING THE ACTION BY WRITTEN CONSENT

Pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C promulgated thereunder, the notice and this information statement (this “Information Statement”) will be mailed on or about ________, 2015 to the stockholders of record, as of October 29, 2014 (the “Record Date”), of Mindpix Corporation, a Nevada corporation (hereinafter referred to as “we,” “us,” “our,” “Mindpix” or the “Company”). This Information Statement is being circulated to advise stockholders of actions already approved and taken without a meeting by written consent of the stockholders who hold a majority of the voting power of our voting stock.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

The actions to be effective at least 20 days after the mailing of this Information Statement are as follows:

1. Amend our Articles to increase our authorized common stock from 1,500,000,000 shares to 3,250,000,000 shares, (the “Share Increase Amendment” or the “Amendment”).

On October 5, 2014, our board of directors unanimously approved the Amendments. Subsequent to our board of directors’ approval of the Amendments, the holders of a majority of the voting power of our voting stock approved, by written consent, the Amendments on October 30, 2014. We expect that the Amendments will be effective on or about ________ 2015, at such time as articles of amendment to our Articles are filed with the Secretary of State of Nevada.

Pursuant to Rule 14c-2 promulgated under the Exchange Act, the Amendments will not be effected until at least 20 calendar days after the mailing of this Information Statement to Mindpix stockholders. The Amendments will be effective after the expiration of such 20-day period, at such time as articles of amendment to our Articles are filed with the Secretary of State of Nevada.

Stockholders of record on the Record Date who did not consent to the Amendments are not entitled to dissenters’ rights under Nevada law.

RECORD DATE AND VOTING SECURITIES

Only stockholders of record at the close of business on October 29, 2014, the Record Date, are entitled to notice of the information disclosed in this Information Statement. As of the Record Date, our authorized securities consist of 1,500,000,000 shares of common stock with a par value of $0.0001 per share, and 25,000,000 shares of preferred stock with a par value of $0.0001 per share. As of the Record Date, there were 1,471,573,821 shares of common stock issued and outstanding, and no shares of preferred stock outstanding. Holders of our common stock are entitled to one vote per share.

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING YOU OF THE MATTERS DESCRIBED HEREIN.

STOCKHOLDERS’ RIGHTS

The elimination of the need for a special meeting of the stockholders to approve the actions described in this Information Statement is authorized by Section 78.320 of the Nevada Revised Statutes. Section 78.320 provides that any action required or permitted to be taken at a meeting of stockholders of a corporation may be taken without a meeting, without prior notice, and without a vote if the action is taken by the holders of outstanding stock of each voting group entitled to vote thereon having not less than the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted. In order to eliminate the costs and management time involved in holding a special meeting and in order to effect the actions disclosed herein as quickly as possible in order to accomplish the purposes of our Company, we chose to obtain the written consent of a majority of the Company’s voting power to approve the actions described in this Information Statement.

The actions described in this Information Statement cannot be taken until at least 20 calendar days after this Information Statement has first been sent or given to our stockholders.

EXPENSES

The costs of preparing, printing and mailing this Information Statement will be borne by the Company.

STOCKHOLDERS SHARING AN ADDRESS

We will deliver only one Information Statement to multiple stockholders sharing an address unless we have received contrary instructions from one or more of the stockholders. We undertake to deliver promptly, upon written or oral request, a separate copy of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement is delivered. A stockholder can notify us that the stockholder wishes to receive a separate copy of the Information Statement by contacting us at the address or phone number set forth above. Conversely, if multiple stockholders sharing an address receive multiple Information Statements and wish to receive only one, such stockholders can notify us at the address or phone number set forth above.

MATTER NO. 1: AMENDMENT OF OUR ARTICLES TO INCREASE OUR AUTHORIZED COMMON SHARES FROM 1,500,000,000 TO 3.250,000,000 SHARES

On October 5, 2014, our board of directors approved, subject to stockholder approval, the Share Increase Amendment, which will have the effect of increasing our authorized common stock from 1,500,000,000 to 3,250,000,000 shares. The text of the Amendment is set forth below:

Article 3 of the Company’s Articles of Incorporation is amended as follows:

Mindpix Corporation authorized common stock shall consist 3,250,000,000 (Three Billion Two Hundred Fifty Million) shares.

We currently have authorized capital stock of 1,500,025,000 shares, of which 1,500,000,000 are common stock and 25,000,000 are preferred stock. As of the Record Date, 1,471,573,821 shares of common stock were outstanding and no shares of preferred stock were outstanding. Upon effectiveness of the Share Increase Amendment, our authorized capital stock will consist of 3,275,000,000 shares, of which 3,250,000,000 will be common stock and 25,000,000 will be preferred stock, with such designations, rights and preferences as our board of directors may determine from time to time. Upon effectiveness of the Share Increase Amendment, no shares of preferred stock will be issued and outstanding. The preferred stock is currently all designated as “Series A Preferred Stock” with each share having voting rights of 25 votes per Series A Preferred Share on matters requiring approval of the stockholders of the Company. The Series A is also convertible into 5 shares of common stock and has a $5.00 liquidation preference per share.

Purposes of the Increase in Authorized Shares

The Company has an obligation to issue shares pursuant to settlement and financing agreements it has entered into, including one that requires the issuance of 525,000,000 shares of the Company’s common stock. Without the increase there is not enough common stock to fulfill our obligations under those agreements. Additionally, having an increased number of authorized but unissued shares of our capital stock would allow us to take prompt action with respect to corporate opportunities that develop, without the delay and expense of convening a special meeting of stockholders for the purpose of approving an increase in our capitalization. The additional shares of common and preferred stock would be available for issuance from time to time as determined by our board of directors for any proper corporate purpose. Such purposes might include, without limitation, issuance in public or private sales for cash as a means of obtaining additional capital for use in our business and operations, and issuance as part or all of the consideration required to be paid by us for acquisitions of other businesses or assets. In connection with the anticipated growth of our business, our board of directors believes it is in our best interests to increase the number of authorized shares of capital stock. The additional capital stock can provide flexibility in structuring the terms of any future agreements, as well as any future financing and recapitalization efforts.

The following table shows the current number of shares issued and outstanding, the current number of authorized shares that are unissued but reserved and the number of shares that are authorized, unissued and not reserved:

Authorized Common Shares	Issued and Outstanding	Unissued but Reserved	Unissued and Unreserved
1,500,000,000	1,471,573,821	0	28,426,179

The following table shows the shares that would be issued immediately upon the Company increasing the number of authorized common shares

Currently Issued and Outstanding Shares	1,471,573,821
Stock Purchase Agreement dated July 1, 2014 (Sidney and Gloria Lorio)	525,000,000
Stock Purchase Agreements April to November 2013 (William Odom)	66,000,000
Stock Purchase Agreement June 28, 2013 (Ron Gielow)	10,000,000
Stock Purchase Agreement December 20, 2012 (Rick Scalo)	2,100,000
Stock Purchase Agreement November 26, 2013 (Eric Huber)	357,142
Settlement Agreement with Rick Garson (issuable by agreement to Edwin Winfield)	30,000,000
Additional Issuances	633,457,142
Total Shares Issued and Out after Additional Issuances	2,105,030,963
Total Authorized but Unissued and Unreserved Shares After Increase in Authorized Shares	1,144,969,037

Potential Anti-Takeover Effects of the Increase in Capital Stock

Any additional issuance of common or preferred stock could, under certain circumstances, have the effect of delaying or preventing a change in control of our company by increasing the number of outstanding shares entitled to vote and by increasing the number of votes required to approve a change in control. Shares of common or preferred stock could be issued, or rights to purchase such shares could be issued, to render more difficult or discourage an attempt to obtain control of our company by means of a tender offer, proxy contest, merger or otherwise. The ability of our board of directors to issue such additional shares of common stock and/or to designate one or more series or classes of preferred stock for issuance could discourage an attempt by a party to acquire control of our company by tender offer or other means. Such issuances could therefore deprive stockholders of benefits that could result from such an attempt, such as the realization of a premium over the market price that such an attempt could cause. Moreover, the issuance of such additional shares of common or preferred stock to persons whose interests are aligned with that of our board of directors could make it more difficult to remove incumbent officers and directors from office, even if such change were to be favorable to stockholders generally.

Although the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti- takeover effect (for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of our board or contemplating a tender offer or other transaction for the combination of our company with another company), the Share Increase Amendment was not proposed in response to any effort of which we are aware to accumulate shares of common stock or obtain control of us, nor is it part of a plan by management to recommend a series of similar actions having an anti-takeover effect to the board and our stockholders.

While the increase in the number of common stock may have anti-takeover ramifications, our board of directors believes that the financial flexibility offered by the Share Increase Amendment outweighs any disadvantages. To the extent that the increase in the number of authorized shares may have anti-takeover effects, the Share Increase Amendment, when effected, may encourage persons seeking to acquire us to negotiate directly with our board of directors, enabling our board to consider a proposed transaction in a manner that best serves our stockholders’ interests.

Our board believes that it is advisable and in the best interests of our company to have available authorized but undesignated shares of preferred stock in an amount adequate to provide for our future needs. The designation of one or more classes or series of preferred stock will be available for issuance from time to time as may be deemed advisable or required for various purposes, including the issuance of shares in connection with financing or acquisition transactions. We have no present plans or commitments for the issuance or use of the preferred stock in connection with any financing.

Procedure for Effecting the Amendment of our Articles of Incorporation

The Amendments will become effective at such time as articles of amendment to our Articles are filed with the Secretary of State of Nevada. We expect to file articles of amendment to our Articles with the Secretary of State of Nevada effective on or about January 30, 2014.

On and after the effective date of the Amendments, the stock certificates representing the pre-Amendment shares will continue to be valid. Certificates representing shares after such effective date will be issued in due course as old certificates are tendered for transfer to our transfer agent. We request that stockholders do not send in any of their stock certificates at this time.

Shares of our common stock issued after such effective date will have the same restrictions on their transferability as shares issued prior to the effective date. Also, for purposes of determining the term of the restrictive period applicable to any shares subject to restrictions on their transferability issued after the effective date in exchange for shares held prior to the effective date, if any, the time period during which a stockholder has held such shares prior to the effective date will be included in the total holding period.

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

Except as disclosed elsewhere in this Information Statement, none of the following persons has any substantial interest, direct or indirect, by security holdings or otherwise in any matter to be acted upon:

● Any director or officer of our Company,

● Any proposed nominee for election as a director of our Company, and

● Any associate or affiliate of any of the foregoing persons.

The stockholdings of our directors and officers are listed below in the section entitled “Security Ownership of Certain Beneficial Owners and Management.” No director has advised us that he intends to oppose the Amendments.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our common stock as of October 29, 2014 by the following persons:

● Each person who is known to be the beneficial owner of more than 5% of our issued and outstanding shares of common stock,

● Each of our named executive officers (as defined in Item 402 of Regulation S-K) and directors, and

● All of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. The number of shares and the percentage beneficially owned by each individual listed above include shares that are subject to options held by that individual that are immediately exercisable or exercisable within 60 days from October 29, 2014, and the number of shares and the percentage beneficially owned by all officers and directors as a group includes shares subject to options held by all officers and directors as a group that are immediately exercisable or exercisable within 60 days from October ___, 2014.

Name and Address of Beneficial Owner (1)	Nature of Beneficial Ownership	Number of Shares Beneficially Owned			Percent of Class
Victor Siegel, Chief Executive Officer, Director	Direct		20,000,000			1.3	%
Julius John, Director	Direct		10,000,000			Less than 1	%
Reina Zeigler, Secretary, Treasurer	Direct		2,000,000			Less than 1	%
All Directors and Officers as a Group			32,000,000			2	%
Sidney and Gloria Lorio	Direct		660,700,000(	2)		31.3	%
David Bailiff	Direct		175,000,000			11.9	%

(1) The address of each person listed above is care of Mindpix Corporation, 940 Lincoln Road, Suite 315, Miami Beach, Florida 33139.

(2) Includes 525,000,000 shares to be issued pursuant to a Stock Purchase Agreement with cash consideration of $450,000 and subject to the Company increasing it’s number of authorized shares. When issued the shares will contain a restrictive legend, they have not been registered, but have piggy-back registration rights should the company file a registration statement on Form S-1.

Changes in Control

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of our Company.

The following table sets forth those shareholders who provided the company with their written consents:

Shareholder	Shares	Percentage
David Baliff	175,000,000	11.9%
Sidney Lorio	119,700,000	8.1%
Elizabeth James	60,000,000	4.1%
Mccadden LLC	57,575,000	3.9%
Jean-Pierre Siouti	43,055,000	2.9%
Ricardo Soto	42,743,042	2.9%
Tamara Felton	42,000,000	2.9%
Darin Schwinkenorf	25,096,000	1.7%
Charles Menger	21,357,790	1.5%
Sidney Lorio Jr	21,200,000	1.4%
Mark Rizzo	31,799,019	2.2%
Richard Stone	19,500,000	1.3%
Autumn Erhard	17,500,000	1.2%
NIM LLC	15,000,000	1.0%
Katrina Neale	13,297,276	0.9%
Peter Cohen	12,153,800	0.8%
Stuart White	10,000,000	0.7%
Kevin Kobel	9,325,145	0.6%
Jonathan Beach	8,217,341	0.6%
Wayne Luck	7,800,000	0.5%
David Coull	7,410,000	0.5%
Martin Reid	4,815,000	0.3%
Jessie Huizar	3,210,000	0.2%
Daniel Colon	3,000,000	0.2%
Kathy Hensley	2,446,306	0.2%
Reina Ziegler	2,000,000	0.1%
Katrina Neale	1,250,000	0.1%
Simon Brewer	1,000,700	0.1%
David Schlute	700,000	0.0%
Total	778,151,419	52.9%

Based upon 1,471,573,821 shares issued and outstanding.

ADDITIONAL INFORMATION

We are subject to the informational requirements of Section 15(d) of the Exchange Act. Accordingly, we file annual, quarterly and other reports and information with the SEC, though the Company is not current in its filings. The Company’s filings with the SEC are available to the public on the SEC’s website at www.sec.gov. Those filings will also be available to the public on, or accessible through, our corporate website at www.mpixcorporation.us. You may also read and copy, at SEC prescribed rates, any document we file with the SEC at the SEC’s Public Reference Room located at 100 F Street, NE., Washington, D.C. 20549. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. You may also request a copy of these filings, at no cost, by writing to us at 940 Lincoln Road, Suite 315, Miami Beach, Florida 33139 or by telephoning us at (305) 615-5101

Our principal executive office is located at 940 Lincoln Road, Suite 315, Miami Beach, Florida 33139. Our corporate website is www.mindpixcorporation.com and our phone number is (305) 615-5101