SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10QSB


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


For Quarter Ended                                 Commission File Number
- -----------------                                 ----------------------
September 30, 2004                                        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.)

                       7609 Ralston Road, Arvada, CO 80002
          ------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (303) 422-8127


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.

                  37,016,457 common shares as of September 30, 2004






<PAGE>


                                MIND2MARKET, INC.

                              FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2004
                                   (UNAUDITED)






<PAGE>

                           MICHAEL JOHNSON & CO., LLC
                          Certified Public Accountants
                        9175 East Kenyon Ave., Suite 100
                             Denver, Colorado 80237

Michael B. Johnson C.P.A.                             Telephone:  (303) 796-0099
Member:  A.I.C.P.A.                                         Fax:  (303) 796-0137
Colorado Society of C.P.A.s





                            ACCOUNTANTS REVIEW REPORT




Board of Directors
Mind2Market, Inc.
Denver, CO


We have reviewed the accompanying balance sheet of Mind2Market for September 30,
2004 and the related statement of operations for the three and nine months ended
September 30, 2004 and 2003 and cash flows for the nine-months ended September
30, 2004 and 2003, included in the accompanying Securities and Exchange
Commission Form 10QSB for the period ended September 30, 2004. These financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants and standard of PCAOB. A review of
interim financial information consists principally of applying analytical
procedures to financial data and making inquiries of persons responsible for
financial and accounting matters. It is substantially less in scope than an
audit conducted in accordance with auditing standards generally accepted in the
United States, the objective of which is the expression of an opinion regarding
the financial statements taken as a whole. Accordingly, we do not express such
an opinion.

Based on our review, we are unaware of any material modifications that should be
made to the accompanying financial statements for them to be 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. As discussed in Note 2, conditions
exist which raise substantial doubt about the Company's ability to continue as a
going concern unless it is able to generate sufficient cash flows to meet its
obligations and sustain its operations. Management's plan in regard to these
matters are described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

A previous auditor previously audited, in accordance with auditing standards
generally accepted in the United States, the balance sheet as of December 31,
2003, and the related statements of operations, stockholders' equity and cash
flows for the year then ended (not presented herein). In their report dated
August 20, 2004, they expressed an unqualified opinion on those financial
statements. In our opinion, the information set forth in the accompanying
balance sheet as of September 30, 2004 is fairly stated in all material respects
in relation to the balance sheet from which it has been derived.


Michael Johnson & Co., LLC
November 16, 2004
/s/Michael Johnson & Co., LLC

<PAGE>
<TABLE>
<CAPTION>


                               MIND2MARKET, INC.
                                 Balance Sheets
                                  (Uanudited)

<S>                                                                           <C>                   <C>

                                                                                  September 30,     December 31,
                                                                                     2004              2003
                                                                              --------------        -------------

ASSETS

   Current Assets:
      Cash                                                                            $ 383                  $ -
                                                                              --------------        -------------

          Total Current Assets                                                          383                    -
                                                                              --------------        -------------

   Fixed Assets:
      Computers & Equipment                                                         141,445              141,445
      Less Accumulated Depreciation                                                (141,445)            (141,445)
                                                                              --------------        -------------

         Total Fixed Assets                                                               -                    -
                                                                              --------------        -------------

   Other Assets:
      Patents                                                                        63,319               63,319
      Less Accumulated Amortization                                                 (16,781)             (16,781)
                                                                              --------------        -------------

         Total Other Assets                                                          46,538               46,538
                                                                              --------------        -------------

TOTAL ASSETS                                                                       $ 46,921             $ 46,538
                                                                              ==============        =============

LIABILITIES & STOCKHOLDERS' EQUITY

     Current Liabilities:
        Accounts Payable                                                          $ 215,935            $ 940,097
        Accruals                                                                          -              369,633
       Advances Payable - Stockholder and others                                     95,000            1,648,449
                                                                              --------------        -------------

Total Current Liabilities                                                           310,935            2,958,179
                                                                              --------------        -------------

Stockholders' Equity (Deficit)

      Preferred Stock, $.10 par value, 5,000,000 shares authorized
         none issued.                                                                                          -
     Common Stock, $.0001 par value, 50,000,000 shares authorized
         37,625,123 shares issued and outstanding in 2004 and 2003 (see note 3)       3,763                3,763
    Additional Paid-In Capital                                                    2,667,036            2,667,036
    Accumulated deficit                                                          (2,934,813)          (5,582,440)
                                                                              --------------        -------------

Total Stockholders' Equity (Deficit)                                               (264,014)          (2,911,641)
                                                                              --------------        -------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                           $ 46,921             $ 46,538
                                                                              ==============        =============
</TABLE>
See Accountants Review Report

<PAGE>
<TABLE>
<CAPTION>


                               MIND2MARKET, INC.
                            Statement of Operations
                                  (Unaudited)
<S>                                                 <C>                  <C>                 <C>                <C>


                                                            Three-Months Ended                      Nine-Months Ended
                                                               September 30,                           September 30,
                                                         2004                2003               2004                2003
                                                         ----                ----               ----                ----

Revenue:
     Sales                                                 $ -                  $ -                $ -                 $ -
                                                    ----------           ----------          ---------          ----------
Total Income                                                 -                    -                  -                   -
                                                    ----------           ----------          ---------          ----------
Costs and Expenses:
     Adminstrative Expenses                              9,722               26,226             10,077              80,815
                                                    ----------           ----------          ---------          ----------
Total Operating Expenses                                 9,722               26,226             10,077              80,815
                                                    ----------           ----------          ---------          ----------
Other Expense/Income:
     Forgiveness of Debt                             2,657,704                    -          2,657,704                   -
                                                    ----------           ----------         ----------          ----------
Total Other Expense/Income                           2,657,704                    -          2,657,704                   -
                                                    ----------           ----------         ----------          ----------
Net Gain/(Loss)                                     $2,647,982            $ (26,226)        $2,647,627           $ (80,815)
                                                    ==========           ==========         ==========          ==========
Per Share Information:

     Weighted average number
     of common shares outstanding                   37,625,123           37,625,123         37,625,123          37,625,123
                                                    ----------           ----------         ----------          ----------
Net Loss per common share                               $ 0.07                (*)               $ 0.07               (*)
                                                    ==========           ==========         ==========          ==========
* Less than $.01

</TABLE>
See Accountants Review Report

<PAGE>
<TABLE>
<CAPTION>


                               MIND2MARKET, INC.
                         Stockholders' Equity (Deficit)
                               September 30, 2004

                                  (Unaudited)

                                                                                              Deficit
                                                COMMON STOCKS              Additional       Accum. During        Total
                                                                            Paid-In         Development           Stockholders'
                                         # of Shares        Amount          Capital            Stage            Equity
                                         -----------        ------          -------            -----            ------
<S>                                        <C>               <C>             <C>              <C>              <C>

Balance - January 1, 2001                  29,035,790         $2,904         $ 979,787        $(2,062,788)     $(1,080,097)

Issuance of stock for cash                    532,000             53           132,947                  -          133,000
Issuance of stock for services                666,667             67           166,600                  -          166,667
Issuance of stock for UINFO                 3,000,000            300           749,700                  -          750,000
Fair Value of Options                               -              -            83,008                  -           83,008
Issuance of stock for services              1,632,000            163           417,337                  -          417,500
Net Loss for Year                                   -              -                 -         (2,951,551)      (2,951,551)
                                           ----------        -------         ---------        -----------       ----------
Balance - December 31, 2001                34,866,457          3,487         2,529,379         (5,014,339)      (2,481,473)
                                           ----------        -------         ---------        -----------       ----------
Issuance of stock for cash                    550,000             55            27,445                  -           27,500
Issuance of stock for services              1,600,000            160            79,840                  -           80,000
Issuance of stock for services                608,666             61            30,372                  -           30,433
Net Loss for Year                                   -              -                 -           (424,155)        (424,155)
                                           ----------        -------        ----------        -----------       ----------
Balance - December 31, 2002                37,625,123          3,763         2,667,036         (5,438,494)      (2,767,695)
                                           ----------        -------        ----------        -----------       ----------
Net Loss for Year                                   -              -                 -           (143,946)        (143,946)
                                           ----------        -------        ----------        -----------       ----------
Balance - December 31, 2003                37,625,123          3,763         2,667,036         (5,582,440)      (2,911,641)
                                           ----------        -------        ----------        -----------       ----------
Net Gain for Period                                 -              -                 -          2,647,627        2,647,627
                                           ----------        -------        ----------        -----------       ----------
Balance - September 30, 2004               37,625,123        $ 3,763        $2,667,036        $(2,934,813)      $ (264,014)
                                           ==========        =======        ==========        ===========       ==========
</TABLE>
See Accountants Review Report


<PAGE>
<TABLE>
<CAPTION>


                               MIND2MARKET, INC.
                            Statements of Cash Flow
                                  (Unaudited)

                                Indirect Method

<S>                                                                                       <C>                    <C>

                                                                                               Nine-Months Ended
                                                                                                 September 30,
                                                                                           2004                 2003
                                                                                           ----                 ----

Cash Flows from Operating Activities:

     Net Gain/(Loss)                                                                      $2,647,627             $ (80,815)
     Stock issued for services                                                                     -                     -
     Depreciation & Amortization                                                                   -                 2,350
    Adjustments to reconcile net loss to cash used
        by operating activities
     (Decrease) increase in accounts payable & accrued expenses                           (1,093,795)               77,062
                                                                                          ----------             ---------
Net Cash Used in Operating Activities                                                      1,553,832                (1,403)
                                                                                          ----------             ---------
     Purchase of fixed and other assets                                                            -                     -
                                                                                          ----------             ---------
Net Cash Used for Investing Activities                                                             -                     -
                                                                                          ----------             ---------
Cash Flows from Financing Activities:

     Proceeds from stock issuance                                                                  -                     -
     Payments on notes payable                                                            (1,553,449)
     Proceeds from notes payable                                                                   -                 1,228
                                                                                          ----------             ---------
Net Cash Provided by Financing Activities                                                 (1,553,449)                1,228
                                                                                          ----------             ---------
Net Increase in Cash & Cash Equivalents                                                          383                  (175)

Beginning Cash & Cash Equivalents                                                                  -                   176
                                                                                          ----------             ---------
Ending Cash & Cash Equivalents                                                                 $ 383                   $ 1
                                                                                          ==========             =========
SUPPLEMENTAL DISCLOSRUE OF CASH FLOW INFORMATION
     Cash paid for interest                                                                      $ -                   $ -
                                                                                          ==========             =========
     Cash paid for Income Taxes                                                                  $ -                   $ -
                                                                                          ==========             =========
NON-CASH TRANSACTIONS
     Common stock issued for services                                                            $ -                   $ -
                                                                                          ==========             =========
</TABLE>
See Accountants Review Report

<PAGE>

                                MIND2MARKET, INC
                          Notes to Financial Statements
                               September 30, 2004
                                   (Unaudited)





Note 1 - Presentation of Interim Information:

In the opinion of the management of Mind2Market, Inc. the accompanying unaudited
financial statements include all normal adjustments considered necessary to
present fairly the financial position as of September 30, 2004 and the results
of operations for the three and nine months ended September 30, 2004 and 2003,
and cash flows for the nine-months ended September 30, 2004 and 2003. Interim
results are not necessarily indicative of results for a full year.

The financial statements and notes are presented as permitted by Form 10-QSB,
and do not contain certain information included in the Company's audited
financial statements and notes for the fiscal year ended December 31, 2003.

Note 2 - Going Concern:

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplated the realization of assets and satisfaction of
liabilities in the normal course of business.

The Company has not earned any revenue from operations. The Company's ability to
continue as a going concern is dependent upon its ability to develop additional
sources of capital or locate a merger candidate and ultimately, achieve
profitable operations. The accompanying financial statements do not include any
adjustments that might result from the outcome of these uncertainties.
Management is seeking new capital to revitalize the Company.


Note 3 - Forgiveness of Debt:

In September 2004  shareholders  and others  advanced the Company $95,000 to pay
the indebtness of the Company.  These funds were used to settle the  outstanding
debts  amounting to  $2,752,704,  which were  released upon payment of the funds
advanced to the Company.  The Company also agreed to issue  1,000,000  shares to
Doug Webber to settle  compensation  claims,  1,000,000  shares to M.O. Hill for
previous advances and a total of 9,749,900 shares to entities advancing cash to
settle  debt.  The Company  agreed to issue  250,000  shares of common  stock to
Redgie  Green in  consideration  of his  agreeing  to serve as a director of the
Company.  Such issuances were  authorized  September 30, 2003 but not issued for
several weeks thereafter.

<PAGE>

ITEM 2.  Management's Discussion and Analysis or Plan of Operation
- ------------------------------------------------------------------

Cautionary and Forward Looking Statements

     In addition to  statements of historical  fact,  this Form 10-QSB  contains
forward-looking  statements.  The presentation of future aspects of Mind2Market,
Inc. ("Mind2Market,  Inc.," the "Company" or "issuer") found in these statements
is  subject  to a number of risks and  uncertainties  that  could  cause  actual
results to differ  materially from those reflected in such  statements.  Readers
are cautioned not to place undue reliance on these  forward-looking  statements,
which reflect management's analysis only as of the date hereof. Without limiting
the  generality  of the  foregoing,  words  such  as  "may,"  "will,"  "expect,"
"believe," "anticipate," "intend," or "could" or the negative variations thereof
or comparable terminology are intended to identify forward-looking statements.

     These forward-looking statements are subject to numerous assumptions, risks
and  uncertainties  that  may  cause  Mind2Market,  Inc.  actual  results  to be
materially   different  from  any  future   results   expressed  or  implied  by
Mind2Market,  Inc.  in those  statements.  Important  facts that  could  prevent
Mind2Market,  Inc. from achieving any stated goals include,  but are not limited
to, the following:

         Some of these risks might include, but are not limited to, the
following:

                  (a)      volatility or decline of the Company's stock price;

                  (b)      potential fluctuation in quarterly results;

                  (c)      failure of the Company to earn revenues or profits;

                  (d)      inadequate capital to continue or expand its busi-
                           ness, inability to raise additional capital or financ
                           -ing to implement its business plans;

                  (e)      failure to achieve business;

                  (f)      rapid and significant changes in markets;

                  (g)      litigation with or legal claims and allegations by
                           outside parties;

                  (h)      insufficient revenues to cover operating costs.




<PAGE>

     There is no assurance that the Company will ever be profitable, the Company
may not be able to  successfully  develop,  manage or market  its  products  and
services,  the Company may not be able to attract or retain qualified executives
and  personnel,  the  Company's  products  and  services  may  become  obsolete,
government regulation may hinder the Company's business,  additional dilution in
outstanding  stock ownership may be incurred due to the issuance of more shares,
warrants and stock options,  or the exercise of warrants and stock options,  and
other risks inherent in the Company's businesses.

The Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.
Readers should carefully review the factors described in other documents the
Company files from time to time with the Securities and Exchange Commission,
including the Quarterly Reports on Form 10-QSB and Annual Report on Form 10-KSB
filed by the Company in 2003 and any Current Reports on Form 8-K filed by the
Company.

The Company has only minimal operations during the quarter and nine month period
due to lack of capital.

RESULTS OF  OPERATIONS  FOR THE QUARTER  ENDED  SEPTEMBER  30, 2004  COMPARED TO
QUARTER ENDED SEPTEMBER 30, 2003

     The Company  had no revenues  for the period in 2004 and no revenues in the
period in 2003. The Company  incurred $9,722 in expenses for the quarter in 2004
compared to only  $26,226 in expenses  for the same period in 2003.  The Company
has incurred a net gain of  $2,657,704  for the period in 2004 and a net loss of
($26,226) for the period in 2003.  The operating  loss per share for the quarter
was nominal in 2004 and 2003.

     The Company had extraordinary income from forgiveness of debt in the period
of $2,657,704 or $.01 per share.

RESULTS OF OPERATIONS  FOR THE NINE MONTHS ENDED  SEPTEMBER 30, 2004 COMPARED TO
SAME PERIOD IN 2003

     The Company had no revenues  for the period  ended  September  30, 2004 and
none in the same period in 2003. The Company incurred $10,077 in expenses in the
period in 2004  compared to $80,815 in expenses in the period in 2003.  The loss
on  operations  was  ($10,077)  and  ($80,815)  in the  period  in 2004 and 2003
respectively. The operating loss per share was nominal in the period in 2004 and
in 2003.


     The Company had extraordinary income from forgiveness of debt in the period
of $2,657,704 or $.01 per share.

     The Company  expects the trend of losses to  continue  into the  forseeable
future  and at the same or  greater  rate,  as the  Company  seeks to  achieve a
business.

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

     The Company  had $383 cash  capital at the end of the period and current
liabilities exceeded current assets by $310,600. The company will be forced to
either borrow or make private  placements of stock in order to fund  operations.
No  assurance  exists  as to the  ability  to  achieve  loans  or  make  private
placements of stock.

NEED FOR ADDITIONAL FINANCING

     The Company does not have capital  sufficient  to meet the  Company's  cash
needs,   including  the  costs  of  compliance  with  the  continuing  reporting
requirements  of the  Securities  Exchange Act of 1934. The Company will have to
seek  loans or equity  placements  to cover  such cash  needs.  In the event the
Company is able to  negotiate  to  commence  or acquire a business  during  this
period,  lack of its existing capital may be a sufficient  impediment to prevent
it from accomplishing the goal of completing  any business.

     The Company will need to raise substantial  additional funds to conduct any
business activities in the next twelve months.

         No commitments to provide additional funds have been made by management
or  other  stockholders.  Accordingly,  there  can  be  no  assurance  that  any
additional  funds  will be  available  to the  Company  to allow it to cover its
expenses as they may be incurred.

         Irrespective   of  whether  the  Company's  cash  assets  prove  to  be
inadequate to meet the Company's  operational  needs,  the Company might seek to
compensate providers of services by issuances of stock in lieu of cash.


<PAGE>


     The Company's auditor has issued a "going concern" qualification as part of
his opinion in the Audit Report. There is substantial doubt about the ability of
the  Company to  continue as a "going  concern."  The  Company has no  revenues,
minimal cash, nominal other assets, and no capital  commitments.  The effects of
such conditions could easily be to cause the Company's bankruptcy.

     Management  hopes to develop  a  business  plan and will need to seek and
obtain funding,  via loans or private placements of stock, for operations and to
provide  working  capital.  Management  has plans to seek capital in the form of
loans or stock private placements in the next quarter.

ITEM 3.  CONTROLS AND PROCEDURES

a.       Evaluation of Disclosure Controls and Procedures:

Disclosure  controls  and  procedures  are  designed to ensure that  information
required to be  disclosed in the reports  filed or submitted  under the Exchange
Act is recorded,  processed,  summarized  and  reported,  within the time period
specified  in the SEC's  rules and forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information required to be disclosed in the reports filed under the Exchange Act
is accumulated  and  communicated  to management,  including the Chief Executive
Officer and Chief Financial Officer,  as appropriate,  to allow timely decisions
regarding  required  disclosure.  As of the end of the  period  covered  by this
report, September 30, 2004, the Company had carried out an evaluation, under the
supervision and with the  participation of the Company's  management,  including
the  Company's  Chief  Executive  Officer and Chief  Financial  Officer,  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  Based  upon and as of the date of that  evaluation,  the Chief
Executive  Officer and Chief  Financial  Officer  concluded  that the  Company's
disclosure  controls and  procedures  are  effective to ensure that  information
required to be disclosed in the reports the Company  files and submits under the
Exchange  Act is  recorded,  processed,  summarized  and  reported  as and  when
required. Sarbanes Oxley had not become effective at such date.

b.       Changes in Internal Control over Financial Reporting:

There were no changes in the Company's internal control over financial reporting
identified in connection with the Company evaluation of these controls as of the
end of the period covered by this report that could have significantly affected
those controls subsequent to the date of the evaluation referred to in the
previous paragraph, including any correction action with regard to significant
deficiencies and material weakness.


<PAGE>



PART II--OTHER INFORMATION

Item 1. Legal Proceedings.
- - --------------------------

There are no  pending  legal  proceedings,  and the  Company is not aware of any
threatened  legal  proceedings,  to which the Company is a party or to which its
property is subject.

Item 2. Changes in Securities.
- - ------------------------------

        The Company issued 1,000,000 restricted shares in settlement of salary
claims in October 2004 as an exempt transaction under Section 4 (6) of the
Securities Act of 1933. The Company issued _______________________.

Item 3. Defaults Upon Senior Securities.
- - ----------------------------------------

         (Not applicable)

Item 4. Submission of Matters to a Vote of Security Holders.
- - ------------------------------------------------------------

     The Company  submitted the following  matters to security holders which all
were approved by a majority of the shareholders  holding  outstanding  shares in
the Company:

1. To elect  three  directors  to hold office  until the next annual  meeting of
shareholders and qualification of their respective successors.

2. To ratify the appointment of Michael Johnson & Co. as Independent Accountants
for the annual period ending December 31, 2004.

3. To  change  the  Company's  name to a name to be  determined  by the Board of
Directors.

4. To authorize a reverse split of the  Company's  common stock on a basis of up
to one for fifty. Fractional shares will be rounded up to the next whole share.

The actions were approved on October 20, 2004.

Item 5. Other Information.
- - --------------------------

         (Not applicable)

Item 6. Exhibits and Reports on Form 8-K.
- - -----------------------------------------

         (a) Exhibits

          32    Sarbanes-Oxley Certification
          33    Sarbanes-Oxley Certification

         (b) Reports on Form 8-K

             August 19, 2004



<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: November 16, 2004

                                              MIND2MARKET, INC.


                                              /s/ James Clark
                                              -----------------------------
                                              James Clark, CEO