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
- -----------------                                 ----------------------
June 30, 2002                                        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         No   X
                                     -----        ------
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 June 30, 2002

<PAGE>
                                MIND2MARKET, INC.

                              FINANCIAL STATEMENTS

                         SIX-MONTHS ENDED JUNE 30, 2002
                                   (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



                           ACCOUNTANT'S REVIEW REPORT



Board of Directors
Mind2Market, Inc.
Denver, CO


We have reviewed the accompanying balance sheet of Mind2Market as of June 30,
2002 and the related statement of operations for the three and six months ended
June 30, 2002 and 2001 and the related cash flows for the six-months ended June
30, 2002 and 2001, included in the accompanying Securities and Exchange
Commission Form 10-QSB for the period ended June 30, 2002. 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 standards 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 and the standards
of PCAOB.

A previous auditor previously audited, in accordance with auditing standards
generally accepted in the United States, the balance sheet as of December 31,
2001, and the related statements of operations, stockholders' equity and cash
flows for the year then ended (not presented herein). In their report dated May
22, 2002, they expressed an unqualified opinion on those financial statements.
In our opinion, the information set forth in the accompanying balance sheet as
of June 30, 2002 is fairly stated in all material respects in relation to the
balance sheet from which it has been derived.


Michael Johnson & Co., LLC
August 24, 2004
/s/Michael Johnson & Co., LLC

<PAGE>
<TABLE>
<CAPTION>


                               MIND2MARKET, INC.
                                 Balance Sheets
                                  (Unaudited)


<S>                                                                             <C>                <C>

                                                                                  June 30,         December 31,
                                                                                    2002               2001
                                                                                -------------      -------------

ASSETS;
Current Assets:
    Cash                                                                               $ 244            $ 1,500
    Accounts Receivable                                                               17,400              1,500
                                                                                -------------      -------------

        Total Current Assets                                                          17,644              3,000
                                                                                -------------      -------------

Fixed Assets:
     Computers & Equipment                                                           141,445             42,801
     Less Accumulated Depreciation                                                  (133,637)           (31,777)
                                                                                -------------      -------------

          Total Fixed Assets                                                           7,808             11,024
                                                                                -------------      -------------

Other Assets:
     Patents                                                                          62,314             52,319
     Less Accumulated Amortization                                                    (1,909)            (1,909)
                                                                                -------------      -------------

          Total Other Assets                                                          60,405             50,410
                                                                                -------------      -------------

TOTAL ASSETS                                                                        $ 85,857           $ 64,434
                                                                                =============      =============


LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
    Accounts Payable                                                                $949,510         $1,599,613
    Accruals                                                                         205,417            258,144
    Notes Payable                                                                  1,666,317            688,150
                                                                                -------------      -------------

        Total Current Liabilties                                                   2,821,244          2,545,907
                                                                                -------------      -------------

 Stockholders Equity:
    Preferred Stock, $.10 par value, 5,000,000 shares authorized                           -                  -
       None issued.
    Common stock, $.0001 par value, 50,000,000 shares authorized                       3,702              3,487
        37,016,457 shares issued and outstanding in 2002 and
        34,866,457 shares issued and outstanding in 2001.
    Additional Paid-In Capital                                                     2,636,664          2,529,379
    Accumulated deficit                                                           (5,375,753)        (5,014,339)
                                                                                -------------      -------------

        Total Stockholders' Equity                                                (2,735,387)        (2,481,473)
                                                                                -------------      -------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                            $ 85,857           $ 64,434
                                                                                =============      =============
</TABLE>
See Accountant's Review Report

<PAGE>
<TABLE>
<CAPTION>


                               MIND2MARKET, INC.
                            Statements of Operations
                                  (Unaudited)

                                                             Three-Months Ended                    Six-Months Ended
                                                                 June 30,                             June 30,
                                                           2002               2001              2002              2001
                                                           ----               ----              ----              ----
<S>                                                      <C>                <C>               <C>               <C>

Revenue:
    Sales                                                      $ -                $ -               $-                $-
                                                         ----------         ----------        ----------        ----------
Total Income                                                     -                  -                -                 -
                                                         ----------         ----------        ----------        ----------
Operating Expenses:
     Administrative Expenses                                 80,890            264,722           361,414         1,135,771
                                                         ----------         ----------        ----------        ----------
Total Expenses                                               80,890            264,722           361,414         1,135,771
                                                         ----------         ----------        ----------        ----------
Net Loss From Operations                                    (80,890)          (264,722)         (361,414)       (1,135,771)
                                                         ----------         ----------        ----------        ----------
Per Share Information:

     Weighted average number
     of common shares outstanding                        37,016,457         34,866,457        37,016,457        34,866,457
                                                         ----------         ----------        ----------        ----------
Net Loss per common share                                   (*)                $ (0.01)          $ (0.01)          $ (0.03)
                                                         ==========         ==========        ==========        ==========
* Less than $.01

</TABLE>
See Accountant's Review Report

<PAGE>
<TABLE>
<CAPTION>


                               MIND2MARKET, INC.
                         Stockholders' Equity (Deficit)
                                 June 30, 2002
                                  (Unaudited)

                                                   COMMON STOCKS                  Additional                               Total
                                                                                   Paid-In             Accumulated     Stockholders'
                                            # of Shares         Amount             Capital               Deficit           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
Net Loss for Period                                     -               -                    -              (361,414)      (361,414)
                                               ----------         -------           ----------           -----------    ------------
Balance - June 30, 2002                        37,016,457         $ 3,702           $2,636,664           $(5,375,753)   $(2,735,387)
                                               ==========         =======           ==========           ===========    ============
</TABLE>
See Accountant's Review Report

<PAGE>
<TABLE>
<CAPTION>


                               MIND2MARKET, INC.
                            Statements of Cash Flow
                                Indirect Method
                                  (Unaudited)


                                                                                                  For the Six-Months Ended
                                                                                                           June 30,
                                                                                                2002                     2001
                                                                                                ----                     ----
<S>                                                                                            <C>                     <C>

Cash Flows from Operating Activities:

     Net (Loss)                                                                                $ (361,414)             $ (1,135,771)
    Stock issued for services                                                                      80,000                   166,667
     Depreciation & Amortization                                                                  101,860                     4,544
     Adjustments to reconcile net loss to cash used
        by operating activities
     (Increase) decreasse in accounts receivable                                                  (15,900)                      500
     (Decrease) increase in accounts payable and accrued expenses                                (702,830)                  240,341
                                                                                                ---------                  ---------
Net Cash Used by Operating Activities                                                            (898,284)                 (723,719)
                                                                                                ---------                  ---------
Cash Flows from Investing Activities:
     Purchase of fixed assets                                                                    (108,639)                  (20,400)
                                                                                                ---------                  ---------
Net Cash Used for Investing Activities                                                           (108,639)                  (20,400)
                                                                                                ---------                  ---------
Cash Flows from Financing Activities:

     Proceeds from stock issuance                                                                  27,500                   133,000
     Proceeds from notes payable                                                                  978,167                   610,783
                                                                                                ---------                  ---------
Net Cash Provided by Financing Activities                                                       1,005,667                   743,783
                                                                                                ---------                  ---------
Net Increase in Cash & Cash Equivalents                                                            (1,256)                     (336)

Beginning Cash & Cash Equivalents                                                                   1,500                       868
                                                                                                ---------                  ---------
Ending Cash & Cash Equivalents                                                                      $ 244                      $532
                                                                                                =========                  =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Cash paid for Interest                                                                       $ 8,275                   $ 8,275
                                                                                                =========                  =========
     Cash paid for Income Taxes                                                                   $ -                       $ -
                                                                                                =========                  =========
NON-CASH TRANSACTIONS
     Common stock issued for services                                                            $ 49,907                  $ 49,907
                                                                                                =========                  =========
</TABLE>
See Accountant's Review Report

<PAGE>

                                MIND2MARKET, INC.
                          Notes to Financial Statements
                                  June 30, 2002
                                   (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 June 30, 2002 and the results of
operations for the three and six months ended June 30, 2002 and 2001, and the
related cash flows for the six-months ended June 30, 2002 and 2001. 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, 2001.

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 the 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.


<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 commercialize its technology or to make
                           sales;

                  (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 2004 and any Current Reports on Form 8-K filed by the
Company.

RESULTS OF  OPERATIONS  FOR QUARTER ENDED JUNE 30, 2002  COMPARED TO SAME PERIOD
IN 2001

     During the three-month period ended June 30, 2002 and 2001, the Company had
no  revenues.  The Company  incurred  administrative  expenses of $80,890 in the
period in 2002 compared to administrative  expenses of $264,722 in the period in
2001.  Net loss for the  three-month  period ended June 30, 2002 was  ($80,890),
less than ($0.01) per share, while the same period in 2001 resulted in a loss of
($264,722) approximately ($0.01) per share.


RESULTS OF OPERATIONS FOR SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO SAME PERIOD
IN 2001

     During the six-month  period ended June 30, 2002 and 2001,  the Company had
no revenues.  The Company  incurred  administrative  expenses of $361,414 in the
period in 2002 compared to  administrative  expenses of $1,135,771 in the period
in 2001. Net loss for the six-month  period ended June 30, 2002 was  ($361,414),
approximately  ($0.01) per share,  while the same  period in 2001  resulted in a
loss of ($361,414), approximately ($0.03) per share.

The Company  expects the trend of losses to continue into the forseeable  future
and at the  same or  substantially  greater  rate,  as the  Company  attempts
operations.

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

     The  Company  had $244 cash  capital at the end of the  period and  current
liabilities  exceeded  current assets by $2,804,000  approximately.  The company
will be forced to either borrow or make private  placements of stock in order to
fund any 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  and  over
$2,800,000 in  liabilities.  The effects of such  conditions  could easily be to
cause the Company's bankruptcy.

     Management  hopes to develop  its  business   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, June 30, 2002, the Company had not 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.  Sarbanes Oxley  compliance was not required at the date of this
report

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.
- - ------------------------------

         (a) There have been no material modifications in any of the instruments
defining  the  rights  of  the  holders  of  any  of  the  Company's  registered
securities.

         (b)  None  of the  rights  evidenced  by  any  class  of the  Company's
registered  securities have been materially limited or qualified by the issuance
or modification of any other class of the Company's securities.

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

         (Not applicable)

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

         (Not applicable)

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

         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: August 24, 2004

                                              MIND2MARKET, INC.


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