Minds in Motion is a hands on, "Touch Everything" environment encouraging creative play. Exhibits provide activities in Science, Technology, Engineering, Art and Math, each with social, cognitive and behavioral objectives. In 2016 an all-volunteer group appointed a board of directors, received 501 (c)(3) status, convened a feasibility study, raised funds, developed a website and social media presence, searched for a permanent location, collaborated with architects, and offered activities. Children with access to a children's museum demonstrate improved analysis, synthesis, drawing conclusions, problem solving and collaborating with peers. They are likely to stay in school longer, remain more engaged in classes and enroll in more rigorous courses. Wicomico County School District is the largest district on the Eastern shore with 50% minority, 47% qualifying for free and reduced lunch, 7% English Language Learners and a poverty rate twice the national average. The current rate of proficiency is 10% and 26% in math and reading, respectively. A children's museum can provide year-round interactive play, stem summer loss, and provide much-needed rainy day entertainment to vacationers and grandparents entertaining visiting children. It will increase cognitive, social and academic skills while contributing tax revenue, boosting tourism and creating jobs.