SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10QSB/A


                  Quarterly Report under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


For Quarter Ended                                 Commission File Number
-----------------                                 ----------------------
September 30, 2000                                      000-28711


                               MIND2MARKET, INC.
                       ----------------------------------
             (Exact name of registrant as specified in its charter)


            Colorado                                     84-1361341
--------------------------------                        -------------------
     (State of incorporation)                           (I.R.S. Employer
                                                        Identification No.)

                  1625 Abilene Dr., Broomfield, Colorado 80020
            ---------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (303) 438-9185


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.

                                  Yes  X       No
                                     -----        ------
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                27,818,123 common shares as of September 30, 2000

<PAGE>

<TABLE>
<CAPTION>


                                                    Mind2Market, Inc.
                                              (A Development Stage Company)
                                                 Unaudited Balance Sheet

<S>                                                                          <C>                     <C>

                                                                         Nine Months Ending        Year Ending
                                                                         September 30, 2000        December 31, 1999
ASSETS

Current Assets
Cash                                                                              $ 331                 $ 1,336
Accounts Receivable                                                                   -                       -
Inventories                                                                      19,912                  17,807
Related Party Receivable
                                                                         ---------------           -------------
Total Current Assets                                                             20,243                  19,143

Property, Plant & Equipment
Property, Plant & Equipment                                                      42,801                  41,270
Less Accumulated Depreciation                                                   (19,016)                (14,877)
                                                                         ---------------           -------------
Net Property, Plant & Equipment                                                  23,785                  26,393

Other Assets
Prepaid loan costs                                                               50,000                  50,000
Manufacturing and marketing rights                                              318,134                 312,500
Less accumulated amortization                                                   (87,426)                (76,265)

                                                                         ---------------           -------------
Total Other Assets                                                              280,708                 286,235

                                                                         ---------------           -------------
TOTAL ASSETS                                                                  $ 324,736               $ 331,771
                                                                         ===============           =============


LIABILITIES AND STOCKHOLDER'S EQUITY

Current Liabilities
Accounts Payable                                                              $ 314,456                $ 11,700
Accrued salaries                                                               $ 39,569                  10,569
Payroll taxes payable                                                             3,552                   3,552
Loan from stockholder                                                                 -                       -
                                                                         ---------------           -------------
Total Current Liabilities                                                       357,577                  25,821

Long Term Liabilities
Stockholder Loans                                                                50,000                 130,947
                                                                         ---------------           -------------
Total Long Term Liabilities                                                      50,000                 130,947

Stockholder's Equity
Preferred stock: authorized 5,000,000 shares $0.10 par value;
     none issued
Common stock: authorized 50,000,000 shares  $0.0001 par value
      3,381,600 issued at December 31, 1999 and 27,818,123
       issued at September 30, 2000                                               2,782                     338
Paid in Capital                                                                 614,241                 523,615
Retained Earnings (Deficit)                                                    (699,864)               (348,950)
                                                                         ---------------           -------------
Total Stockholder's Equity                                                      (82,841)                175,003

                                                                         ---------------           -------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                    $ 324,736               $ 331,771
                                                                         ===============           =============

</TABLE>



                             SEE ACCOMPANYING NOTES

                                      F-1

<PAGE>

<TABLE>
<CAPTION>


                                                Mind2Market, Inc.
                                          (A Development Stage Company)
                                        Unaudited Statement of Operations

<S>                                            <C>               <C>                 <C>               <C>

                                             Nine Months Ending September 30       Three Months Ending September 30
                                                 2000              1999                2000              1999
REVENUES
Sales                                                $ 284              $ -                  $ -              $ -
                                             --------------    -------------       --------------    -------------
TOTAL REVENUES                                         284                -                    -                -

COST OF GOODS SOLD
Cost of Sales                                            -                -                    -
                                             --------------    -------------       --------------    -------------
TOTAL COST OF GOODS SOLD                                 -                -                    -                -

Gross Profit                                           284                -                    -                -

OPERATING COSTS
Administrative & Overhead                          350,926           22,525              334,170            5,272
                                             --------------    -------------       --------------    -------------
TOTAL OPERATING COSTS                              350,926           22,525              334,170            5,272

OTHER INCOME (EXPENSE)
Interest Income                                                          25
Interest Expense                                      (271)               -                    -
                                             --------------    -------------       --------------    -------------
TOTAL OTHER INCOME (EXPENSE)                          (271)              25                    -                -

NET INCOME (LOSS)                               $ (350,913)       $ (22,500)          $ (334,170)        $ (5,272)
                                             ==============    =============       ==============    =============

Net Loss per Share                                   (0.06)           (0.01)               (0.03)           (0.00)
Weighted Average Common Shares                   7,325,187        3,226,600           15,599,862        3,226,600

</TABLE>



                             SEE ACCOMPANYING NOTES

                                      F-2

<PAGE>

<TABLE>
<CAPTION>



                                                Mind2Market, Inc.
                                          (A Development Stage Company)
                                        UNAUDITED STATEMENT OF CASH FLOWS


<S>                                                   <C>             <C>            <C>                <C>

                                                      Nine Months Ended September 30 Three Months Ended September 30

                                                         2000            1999           2000             1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss                                               $ (350,913)     $ (22,500)     $ (334,170)        $ (5,272)

Adjustments to reconcile net loss to
cash used in operating activities:
Depreciation                                                4,140          4,108               -                -
Amortization                                               11,161         11,161               -                -
(Increase) Decrease in current assets                      (2,104)        (3,000)             (1)              (1)
Increase (Decrease) in current liabilities                331,756        (25,053)        335,240            4,500
(Increase) Decrease in other assets                        (5,636)                        (2,374)               -
                                                      ------------    -----------    ------------    -------------

NET CASH PROVIDED (USED) BY                               (11,596)       (35,284)         (1,305)            (773)
OPERATING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (Decrease) in notes payable
Increase (Decrease) in stockholder loans                  (80,947)        14,200         (91,695)             700
                                                      ------------    -----------    ------------    -------------
NET CASH FLOWS FROM FINANCING ACTIVITIES                  (80,947)        14,200         (91,695)             700

CASH FLOWS FROM INVESTING ACTIVITIES
(Purchase) Sale of property and equipment                  (1,531)          (380)              -                -
Capital received                                           93,069         15,000          93,069                -
                                                      ------------    -----------    ------------    -------------
NET CASH FLOWS FROM INVESTING ACTIVITIES                   91,538         14,620          93,069                -

NET INCREASE (DECREASE) IN CASH                            (1,005)        (6,464)             69              (73)

CASH AT BEGINNING OF PERIOD                                 1,336          8,349             262            1,958

CASH AT END OF PERIOD                                       $ 331        $ 1,885           $ 331          $ 1,885
                                                      ============    ===========    ============    =============


</TABLE>



                             SEE ACCOMPANYING NOTES

                                      F-3

<PAGE>

<TABLE>
<CAPTION>


                                                Mind2Market, Inc.
                                          (A DEVELOPMENT STAGE COMPANY)
                             UNAUDITED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                           For the Period from December 31, 1998 to September 30, 2000

<S>                                   <C>                    <C>                  <C>                 <C>             <C>

                                                                                Additional          Accumulated
                                              Common Stock                       Paid-In
                                      Shares                Amount               Capital              Deficit           Total
                                    ------------          -----------                               ------------        -----

Balance - December 31, 1998             3,226,600                $ 323             $ 457,392             (249,093)       208,622

Issue stock for services                  125,000                   13                51,226                    -         51,239

Issue stock for cash                       30,000                    3                14,997                              15,000

Net Loss for year                               -                    -                     -              (99,858)       (99,858)
                                      ------------          -----------           -----------         ------------      ---------

Balance - December 31, 1999             3,381,600                  338               523,615             (348,951)       175,002
                                      ------------          -----------           -----------         ------------      ---------

Shares issued to settle loans             696,523                   70                90,626                              90,695

Shares issued to acquire               23,740,000                2,374                     -                               2,374
technology rights

Net Loss for nine months                                                                                 (350,913)      (350,913)
                                      ------------          -----------           -----------         ------------      ---------

Balance - September 30, 2000           27,818,123             $  2,782             $ 614,241           $ (699,864)     $ (82,842)
                                      ============          ===========           ===========         ============     ==========

</TABLE>


                             SEE ACCOMPANYING NOTES

                                      F-4



<PAGE>


                                Mind2Market, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2000


NOTE A -  DESCRIPTION  OF THE  BUSINESS  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES:

Description of the business

Mind2Market,  Inc.  ("the  Company")  was  incorporated  in Colorado on February
15, 1996 as NELX  Marketing, Inc., a wholly owned  subsidiary  of NELX,  Inc., a
publicly owned  company.  On October 14, 1996, in a corporate  divestiture,  the
Company was divested from NELX by issuing 600,000 shares of the Company's common
stock to NELX, Inc.'s shareholders.

Subsequent  to the  divestiture,  the Company  issued  1,000,000  shares each to
Charles Powell and Ray Williams for cash of $1,000 each, and changed its name to
Mind2Market, Inc. The Company intends to manufacture,  market and distribute two
products  known as Aerosearch  and Aerolink,  which are visual  distress  signal
products and will be marketed  principally  to the  offshore and marine  markets
while the Company is in the development stage.

The Company obtained rights to manufacture and market the two products by way of
assignment from NELX. In September,  1995, NELX and Radarfind,  Inc., a Colorado
corporation,  entered into an agreement whereby Radarfind assigned the exclusive
rights to manufacture  and market the products along with an irrevocable  option
for NELX to purchase  the  underlying  patents  owned by  Radarfind  for $50,000
subject  to the  payment by NELX of  $150,000  of  royalties  to  Radarfind  for
subsequent  sales of the  products.  In lieu of payment of the  $50,000  and the
royalties, NELX issued 750,000 shares of its common stock to the shareholders of
Radarfind in exchange for the exclusive  manufacturing  and marketing  rights to
the products.  The 750,000 shares of NELX stock were issued as follows:  250,000
shares  each to  Messrs.  Charles  Powell and  Arthur  Mears,  each of whom were
officers and 33-1/3%  shareholders  of Radarfind at the time;  and the remaining
250,000  shares were issued to be held in escrow for the other  shareholders  of
Radarfind.  NELX recorded the rights at $187,500,  which was the market value of
the NELX stock issued. After incorporating the Company, NELX was unable to raise
sufficient  funds to follow  through with  developing and marketing the products
and in October 1996 transferred the rights to the subsidiary concurrent with the
divestiture.

Effective  May 15,  1997,  the Company and  Radarfind  entered into an agreement
which will  ultimately  transfer the patents for the products  referred to above
from  Radarfind to  Mind2Market,  Inc. The Company will assume the obligation to
pay the royalties of $150,000 ($1.00 per unit sold).  Effective on May 15, 1997,
the Company  issued  250,000 shares of its common stock to be held in escrow for
the benefit of Radarfind's shareholders other than Mr. Powell and Mr. Mears. The
250,000  shares  were  recorded  as  additional  cost of the  manufacturing  and
marketing rights in the amount of $125,000 ($.50 per share,  which was the price
of shares issued for cash during the period). Upon final payment of the $150,000
in  royalties,  the NELX shares  held in escrow and the  Company  shares held in
escrow will be  distributed  to the remaining  shareholders  of  Radarfind,  and
Radarfind will be liquidated.

                                       F-4
<PAGE>


                                Mind2Market, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2000


In addition to the  royalties to be paid to  Radarfind,  the Company will pay to
Mr. Mears a royalty of $.25 per unit for the duration of the patents.

ACCOUNTING POLICIES:

Equipment:
Equipment is recorded at cost and depreciated on the  straight-line  method over
the estimated useful lives.

Manufacturing and marketing rights:
The rights were  recorded  at cost and are being  amortized  over the  remaining
patent period of 14 years on the straight-line method.

Advertising:
All advertising costs are expensed when incurred.

Prepaid loan costs:
Prepaid loan costs will be amortized at a rate of $1.00 per unit sold.

Use of estimates:
The preparation of financial  statements in conformity  with generally  accepted
accounting principals 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.

Interim financial information:
The unaudited interim financial  statements have been prepared on the same basis
as the audited financial  statements and, in the opinion of management,  include
all adjustments  (consisting only of normal recurring  adjustments) necessary to
present fairly the financial  information  set forth therein in accordance  with
generally  accepted   accounting   principles.   The  interim  results  are  not
necessarily indicative of the results to be expected for any future period.

Revenue Recognition:
Product Sales are sales of products and services,  if and where sold. Revenue is
recognized at the time of sale.  Accounts Receivable are written off when deemed
uncollectable.



                                       F-5

<PAGE>

                                Mind2Market, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2000


Income taxes:

The Company recognizes  deferred tax assets and liabilities based on differences
between the financial  reporting and tax bases of assets and  liabilities  using
the  enacted  tax  rates  and laws that are  expected  to be in effect  when the
differences  are  expected to be  recovered.  The  Company  provides a valuation
allowance for deferred tax assets for which it does not consider  realization of
such assets to be more likely than not.

Recent accounting pronouncements:  In December 1999, the Securities and Exchange
Commission staff released Staff Accounting Bulletin No. 101, Revenue Recognition
in  Financial   Statements  (SAB  No.  101),  which  provides  guidance  on  the
recognition, presentation and disclosure of revenue in financial statements. SAB
No. 101 did not impact the Company's revenue recognition policies.

In June 1998, the Financial  Accounting  Standards  Board (FASB) issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities. As amended by
SFAS No. 137,  SFAS No. 133 is effective  for all fiscal  quarters of all fiscal
years  beginning  after June 15, 2000. SFAS No. 133 requires that all derivative
instruments be recorded on the balance sheet at their fair value. Changes in the
fair value of  derivatives  are  recorded in each period in current  earnings or
other  comprehensive  income,  depending on whether a derivative  is designed as
part of a hedge  transaction and, if it is, the type of hedge  transaction.  The
Company has not yet determined the impact of the adoption of SFAS No. 133 on its
financial statements or business practices.

Cash and cash equivalents:
For purposes of reporting cash flows, cash and cash equivalents  include cash on
hand and in banks.


                                       F-6



<PAGE>

                                Mind2Market, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2000


NOTE B - LOANS FROM STOCKHOLDERS:
---------------------------------
Loans from stockholders consist of the following:
<TABLE>
<CAPTION>


                                                                    DECEMBER 31,   SEPTEMBER 30,
                                                                        1999           2000
                                                                   --------------- --------------
<S>                                                                      <C>            <C>

Loans from principal stockholders, unsecured,
non-interest bearing,
      payable at maturity, January                                        $80,946       $      0
      1, 2002

Loans from other stockholders, unsecured, non-interest
bearing,
     payable at a rate based on the units of product
sold (see below)                                                           50,000         50,000
                                                                   --------------- --------------

                                                                         $130,946       $ 50,000
                                                                   =============== ==============

</TABLE>

During April 1998,  the Company  received loans from five  individuals  totaling
$50,000 for the purpose of providing  funds for  production  setup of one of the
Company's  products.  As consideration for the loans, the Company issued 100,000
shares of its common stock to the individuals,  and agreed to repay the loans at
a rate of $3.00 per unit of product sold for the first  16,667 units sold,  then
the payment  will be reduced to $1.00 per unit for the next  50,000  units sold.
The total payments will aggregate $100,000,  or twice the original amount of the
loans.  The 100,000 shares of stock were valued at $.50 per share  (representing
the price at which  shares  were sold by the  Company for cash during the year),
and the resulting $50,000 was recorded as prepaid loan costs.

                                       F-7

<PAGE>


                                Mind2Market, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2000


NOTE C - INCOME TAXES:
The Company did not record any  provision  for  federal and state  income  taxes
through  September 30, 2000.


NOTE D - MANAGEMENT'S PLANS:
The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern. As shown in the financial  statements,
the Company has  incurred a net losses from  February  15, 1996  (inception)  to
September  30, 2000 and  incurred a loss of $99,858 for the year ended  December
31, 1999. The Company has a working capital  deficiency at September 30, 1999 of
$337,334. These conditions raise substantial doubt about its ability to continue
as a going concern. The financial statements do not reflect any adjustments that
might result from the outcome of this uncertainty.


                                      F-8

<PAGE>

                                Mind2Market, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2000


NOTE E - RELATED PARTY TRANSACTIONS:
The Company has engaged  Mountain Share Transfer (a company owned by the wife of
Mr. Powell) to act as stock transfer  agent.  No  compensation  has been paid to
Mountain Share Transfer in connection with these services.

The Company has an agreement with Western Innovations (WI), a company owned by a
former Director of the Company, under which agreement, WI will procure and store
all components required for assembly, will assemble the product, and package the
units for shipment.  WI will also provide  shipping and mailing services for the
product.  WI will  purchase  on behalf of the  Company  all  components  for the
product up to  $1,000,000,  to establish  an inventory of product for sale.  For
these services, the Company will pay actual costs of components plus a fixed fee
of $3.50 per unit for general and  administrative  services,  and 15% of product
cost for overhead and profit.


                                      F-9


<PAGE>

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

RESULTS OF OPERATIONS  FOR THE NINE MONTHS ENDED  SEPTEMBER 30, 2000 COMPARED TO
NINE MONTHS ENDED SEPTEMBER 30, 1999

     The Company had  revenues of $284 for the period in 2000 and no revenues in
the  period in 1999.  The  Company  acquired  technology  rights  which  were in
development in the third quarter,  and as a result of acquiring work in progress
on the technology,  has incurred  $360,926 in expenses for the nine month period
in 2000  compared to only $22,525 in expenses  for the same period in 1999.  The
Company has incurred a net loss for the period of  ($350,913)  in 2000 and a net
loss of  ($22,500)  for the period in 1999.  The loss for the period in 1999 was
($22,500).  The loss per share for the  period was ($.06) and ($.01) in 2000 and
1999, respectively.

     The trend of losses at the rate of $350,000 to $500,000  per quarter can be
expected to continue,  as the Company  proceeds  with its efforts to develop its
technology rights and begin marketing efforts.

RESULTS OF OPERATIONS FOR THE QUARTER ENDED  SEPTEMBER 30, 2000 COMPARED TO SAME
PERIOD IN 1999

     The Company had no revenues for the quarter  ended  September  30, 2000 and
none in the same quarter in 1999. The Company incurred  significantly  increased
expenses in the third quarter in 2000 due to the  acquisition  of technology and
the  commencement of efforts to develop and  commercialize  the technology.  The
Company incurred  $334,170 in expenses in the quarter in 2000 compared to $5,272
in expenses in the quarter in 1999.  The losses on operations was ($334,170) and
($5,272)  in the quarter in 2000 and 1999  respectively.  The loss per share was
($.03) in the  quarter in 2000  compared  to less than  ($.01) in the quarter in
1999.

LIQUIDITY AND CAPITAL RESOURCES

     The Company  suffers  from a lack of  operating  capital and has  commenced
efforts to  accomplish  a private  placement  to fund its  business  and provide
operating  capital.  The current  liabilities  at quarter end  exceeded  current
assets by ($337,334). The Company will need to accomplish a private placement or
loans in order to fund any continuing  business  operations.  The Company has no
other capital resources at this time from which to achieve operating capital.


<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS

                  None

ITEM 2.           CHANGES IN SECURITIES

                    In August, 2000, the Company issued 696,523 common shares to
                    C. Ronald Powell and Ray Williams to settle loans  totalling
                    $90,626.

                    The  Company  recently  changed   controlling   interest  in
                    conjunction  with the  acquisition of technology from Global
                    Network   Media,   Inc.   through   issuance  of  23,740,000
                    restricted  shares of common stock  pursuant to an exemption
                    under Section 4(2) of the  Securities  Act of 1933.  GNM had
                    acquired from James R. Clark the exlcusive use and licensing
                    rights to certain  technology  that has the  capability  for
                    distribution   of   copy-protected   information   over  the
                    Internet.  M2M has acquired the exclusive  rights to use and
                    license to others the technology, described in three pending
                    patents,  covering  three  related  systems.  They  are  the
                    Kopy-protected  Internet  Distribution  System  (KIDS),  the
                    Personal  Computer Secured Internet Device (PCSID),  and the
                    Secured  Internet  Media Player  (SIMP).  The new management
                    intends  to  develop  M2M into a service  company  that will
                    enable vendors to  copyrighted  or patented  digital data to
                    market their products over the Internet with proper controls
                    and accountability.  M2M's main revenue stream would be from
                    the transaction  fees charged when the  copyrighted  digital
                    media is purchased.


ITEM 3.           DEFAULT UPON SENIOR SECURITIES

                  None

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  None

<PAGE>


ITEM 5.           OTHER INFORMATION

                    On August 19,  2000,  the Board of  Directors  approved  the
                    acquisition of technology acquired from Global Network Media
                    of Denver, CO which is defined in three pending patents. The
                    backbone  of  the  system  is  the  Kopy-protected  Internet
                    Distribution System (KIDS) which is used in conjunction with
                    either the Personal Computer Secured Internet Device (PCSID)
                    or the  Secured  Internet  Media  Player  (SIMP).  The first
                    system to be developed  will use KIDS with PCSID.  This will
                    be followed  with the  incorporation  of the SIM Player into
                    the  system.  M2M has  secured  the  exclusive  development,
                    manufacturing  and licensing rights for this system based on
                    techniques  described in and  protected by the three pending
                    patents owned by James R. Clark.

                    The invention  secured by these pending patents provides for
                    an  innovative  process for  controlling  and paying for the
                    distribution and use of copyrighted material (such as music)
                    over the  Internet.  This process  protects the  copyrighted
                    nature of the material from unauthorized  digital copying or
                    distribution and provides an accounting  system that assures
                    that all parties  that have an  interest in the  copyrighted
                    media  and  its  sale  and  distribution  are  appropriately
                    compensated.

                    The first  implementation  of the system will  emphasize the
                    use of existing personal  computers as the point of sale and
                    end distribution.  Thus, no additional  hardware needs to be
                    marketed  to put the system in place and  accessible  to the
                    millions  of  customers  who have PCs.  A  potential  client
                    simply  downloads  via  the  Internet,   one  time,  initial
                    software  from an M2M  application  server  that  assigns  a
                    unique  Internet  device access number to that device.  Upon
                    providing appropriate billing information (i.e. credit card,
                    usually  through an 800 number) that  particular  PC is then
                    given access to the sites  containing the copyrighted  media
                    and authorized to purchase and download any desired  digital
                    media with the appropriate billing done automatically.


<PAGE>



                    The  Secured  Internet  Media  Player  (SIMP) is a copyright
                    compatible  MP3 type player for the  Internet  that uses the
                    same KIDS system for accessing  and  purchasing  music.  The
                    first  design   utilizes   commercial-off-the-shelf   (COTS)
                    components with custom developed  software that incorporates
                    the patented  technology.  This approach provides for timely
                    access to the  marketplace.  A  follow-on  design is planned
                    that will incorporate special  compression  technology along
                    with  customized  chip design  that will  provide an updated
                    enhanced  version  of the  player  that will be  faster  and
                    provide more storage capability.

                    The approach the company plans to take in marketing the SIMP
                    emphasizes the licensing of its manufacture and distribution
                    to existing high tech firms that  currently  have a presence
                    in  the  MP3  marketplace  and  emphasizing  the  associated
                    revenue streams  derived from the sale of copyrighted  media
                    that is  distributed  to the end user via the  Internet  and
                    SIMP. This partnering  approach minimizes direct competition
                    with  established  firms  but  leverages  on their  existing
                    production and distribution capability in return for a share
                    of the revenue from the various income streams. As a result,
                    M2M will have a  relatively  small  investment  required for
                    manufacturing equipment.

                    By shifting  the bulk of the  manufacturing  burden to other
                    companies,   M2M  can   concentrate  its  resources  on  the
                    development of improvements in the technology and in selling
                    derivative products and advertising that can use the SIMP as
                    an effective medium for penetrating the marketplace.

                    The short-term  goal of the company is to setup the required
                    technology  and sell the  service to  recording  artists and
                    recording  companies  that are  concerned  about the revenue
                    loss  and  pirating   occurring  with  the  use  of  current
                    technology.  M2M will provide a complete  solution for these
                    vendors  that  provides  a Secured  Internet  Device  Number
                    (SIDN) and  authentication  service  and a secured  purchase
                    center for customers desiring the digital media. This system
                    can then be immediately put in place and revenues  generated
                    from  the sale of  music  and  other  digital  data  through
                    downloading to existing PCs.  Individual artists and smaller
                    recording companies can also be incorporated into the system
                    to  provide  them  a cost  effective  way  to  market  their
                    products to their own  smaller  customer  base.  A long-term
                    goal of the  company  is to expand  the  service  to include
                    video,  books,  and other digital media while addressing the
                    same copyright protection issues.


<PAGE>


           Appointment of New Directors and Resignation of Directors

                    Effective May 1, 2000, Ray Williams  resigned as an officier
                    and director of the company.  Effective at the conclusion of
                    the August 19, 2000 meeting,  Jerry  Jernigan  resigned from
                    the board of the company.  Three new Board of Directors were
                    appointed at the August 19, 2000 meeting.

                    James R. Clark will serve as CEO and  Chairman  of the Board
                    of the company.  He holds a Business  Administration  degree
                    from  Northwest  Nazarene  University,  and  is a  Microsoft
                    Certified  Systems  Engineer.  Mr.  Clark  has over 20 years
                    experience in  information  business  technology,  including
                    management/ownership,  technology  development (new products
                    and  applications),   computer  design,   manufacturing  and
                    marketing,  networking  design  and  maintenance,   Internet
                    planning and  implementation and computer  telephony.  While
                    serving  as  a  Computer   Telephony   Engineer  for  Lucent
                    Technologies,     Mr.    Clark    gained    experience    in
                    Internet/Intranet application and development.

                    Charles Jacobson will serve as Corporate Secretary/Treasurer
                    and a member of the Board of Directors. He received his B.S.
                    degree in business  administration  from UCLA. He earned his
                    Certified  Public  Accountant's  license in Colorado and has
                    been  in   independent   practice  for  the  past  30  years
                    specializing in tax and financial services.  He holds Series
                    7 and 63  securities  licenses  as well as life,  health and
                    variable  life  insurance   licenses.   He  was  a  founding
                    shareholder and  secretary-treasurer  of Polaris  Resources,
                    Inc., a public natural resources company from 1970-1973.  He
                    also has served as a general  partner in several real estate
                    ventures and management service ventures.

                    Douglas  Deckert is on the M2M Board of  Directors.  He
                    holds an  Associate  of  Technical  Arts  degree in Computer
                    Programming and has over 20 years  experience in information
                    technology,   data  communications,   computer  and  network
                    design,  and web  development.  Mr.  Deckert  is a  Computer
                    Systems Software Engineer and has been a Systems  Architect,
                    IT Project  Manager and Senior Systems Analyst for the State
                    of  Washington  to  implement  many  information  technology
                    projects, such as the Commercial Vehicle Information Systems
                    and  Network  (CVISN)  Project.  He is  experienced  in many
                    operating  systems  and  platforms,  including  Windows  and
                    Windows NT, IBM Mainframe  and UNIX.  He has also  analyzed,
                    designed,  and  developed  many  complex  programs  using  a
                    variety of software tools  consisting of Visual C++,  Visual


<PAGE>


                    Basic, SQL Server, Access, TRANSACT, CPL, C, COBOL, FORTRAN,
                    PLI, OS JCL,  Cold  Fusion,  Visual  Internet,  Dreamweaver,
                    Lotus and Basic.  Mr.  Deckert has many years of  management
                    experience  using his technical and  organization  skills to
                    plan,  organize,  prioritize,  and direct the  activities of
                    computer systems analysts and programming teams.


                     Resignation and Appointment of Officers

                    Mr. Ray Williams resigned as the company secretary effective
                    May 1, 2000.  The Board  approved  Mr.  Charles  Jacobson to
                    replace Mr. Williams at the August 19, 2000 Board meeting.


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                        Reports on Form 8-K were  made for the  period for which
                  this  report is filed.  None.


<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date: December 22, 2000

                                              MIND2MARKET, INC.


                                              /s/ CHARLES R. POWELL
                                              -----------------------------
                                              CHARLES R. POWELL, President