SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                  FORM 10QSB/A


                                  AMENDMENT #2


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


For Quarter Ended                                 Commission File Number
-----------------                                 ----------------------
June 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.

                  3,381,600 common shares as of June 30, 2000

<PAGE>

<TABLE>
<CAPTION>


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

                                                                         Six Months Ending         Year Ending
                                                                         June 30, 2000             December 31, 1999
<S>                                                                           <C>                     <C>
ASSETS

Current Assets

Cash                                                                              $ 262                 $ 1,336
Accounts Receivable                                                                   -                       -
Inventories                                                                      19,912                  17,807
Related Party Receivable
                                                                         ---------------           -------------
Total Current Assets                                                             20,174                  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                                              315,760                 312,500
Less accumulated amortization                                                   (87,426)                (76,265)
                                                                         ---------------           -------------
Total Other Assets                                                              278,334                 286,235

                                                                         ---------------           -------------
TOTAL ASSETS                                                                  $ 322,293               $ 331,771
                                                                         ===============           =============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

Accounts Payable                                                                $ 8,217                $ 11,700
Accrued salaries                                                               $ 10,569                  10,569
Payroll taxes payable                                                             3,552                   3,552
Loan from stockholder                                                                 -                       -
                                                                         ---------------           -------------
Total Current Liabilities                                                        22,338                  25,821

Long Term Liabilities
Stockholder Loans                                                               141,695                 130,947
                                                                         ---------------           -------------
Total Long Term Liabilities                                                     141,695                 130,947

Stockholders' 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 and June                                         338                     338

Paid in Capital                                                                 523,615                 523,615

Retained Earnings (Deficit)                                                    (365,693)               (348,950)
                                                                         ---------------           -------------
Total Stockholders' Equity                                                      158,260                 175,003

                                                                         ---------------           -------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                    $ 322,293               $ 331,771
                                                                         ===============           =============

</TABLE>


                             SEE ACCOMPANYING NOTES

                                      F-1

<PAGE>

<TABLE>
<CAPTION>


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


                                                                                                                  Period from
                                                                                                                  February 15, 1996
                                          Six Months Ending June 30            Three Months Ending June 30        (Inception) to
                                           2000                1999              2000               1999          June 30, 2000
<S>                                        <C>                 <C>               <C>                <C>

REVENUES

Sales                                          $ 284                 $ -              $ 13                $ -           $3,451
                                      ---------------     ---------------   ---------------    ---------------    ---------------
TOTAL REVENUES                                   284                   -                13                  -           $3,451

COST OF GOODS SOLD

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

Gross Profit                                     284                   -                13                  -                -

OPERATING COSTS

Administrative & Overhead                     16,756              17,252            16,655             16,121                -
                                      ---------------     ---------------   ---------------    ---------------    ---------------
TOTAL OPERATING COSTS                         16,756              17,252            16,655             16,121                -

OTHER INCOME (EXPENSE)

Interest Income                                                       25                                                     -
Interest Expense                                (271)                  -                 -                                   -
                                      ---------------     ---------------   ---------------    ---------------    ----------------
TOTAL OTHER INCOME (EXPENSE)                    (271)                 25                 -                  -          369,146

NET INCOME (LOSS)                          $ (16,743)          $ (17,227)        $ (16,642)         $ (16,121)       ($365,694)
                                      ===============     ===============   ===============    ===============    ================

Net Loss per Share                             (0.01)              (0.01)            (0.01)             (0.01)          ($0.15)

Weighted Average Common Shares             3,381,600           3,226,600         3,381,600          3,226,600        3,381,600

</TABLE>

                             SEE ACCOMPANYING NOTES

                                      F-2

<PAGE>

<TABLE>
<CAPTION>


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

                                                               Six Months Ended June 30         Three Months Ended June 30

                                                                2000              1999              2000              1999
<S>                                                            <C>               <C>               <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss                                                       $ (16,743)        $ (17,228)        $ (16,642)         $ (16,121)

Adjustments to reconcile net loss to
cash used in operating activities:

Depreciation                                                       4,140             4,108             4,140              4,108
Amortization                                                      11,161            11,161            11,161             11,161
(Increase) Decrease in current assets                             (2,104)           (3,000)           (2,104)            (3,000)
Increase (Decrease) in current liabilities                        (3,484)          (29,554)            3,717            (28,392)
(Increase) Decrease in other assets                               (3,260)                             (3,260)                 -
                                                            -------------     -------------     -------------     --------------

NET CASH PROVIDED (USED) BY                                      (10,291)          (34,513)           (2,988)           (32,244)
OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES

Increase (Decrease) in notes payable                              10,748            13,500             3,498             13,500
                                                            -------------     -------------     -------------     --------------
NET CASH FLOWS FROM INVESTING ACTIVITIES                          10,748            13,500             3,498             13,500

(Purchase) Sale of property and equipment                         (1,531)             (380)           (1,531)              (380)

NET CASH FLOWS FROM FINANCING ACTIVITIES

Capital received                                                       -            15,000                 -             15,000

NET INCREASE (DECREASE) IN CASH                                   (1,074)           (6,391)           (1,021)            (4,124)

CASH AT BEGINNING OF PERIOD                                        1,336             8,349             1,283              6,082

CASH AT END OF PERIOD                                              $ 262           $ 1,958             $ 262            $ 1,958
                                                            =============     =============     =============     ==============

</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 June 30, 2000

                                                                            Additional         Accumulated         Total
                                               Common Stock                  Paid-In
                                      Shares             Amount              Capital            Deficit
                                  ---------------     --------------  ------------------     --------------    ------------
<S>                                    <C>                    <C>             <C>               <C>              <C>

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
                                  ---------------     --------------      --------------     --------------    ------------

Net Loss for six months                                                                            (16,743)        (16,743)
                                  ---------------     --------------      --------------     --------------    ------------

Balance - June 30, 2000                3,381,600              $ 338           $ 523,615         $ (365,694)      $ 158,259
                                  ===============     ==============      ==============     ==============    ============

</TABLE>


                             SEE ACCOMPANYING NOTES

                                      F-4



<PAGE>


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


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


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

Loans from principal stockholders, unsecured,
non-interest bearing,
      payable at maturity, January                                        $80,947       $ 91,695
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
                                                                   --------------- --------------

                                                                         $130,947       $141,695
                                                                   =============== ==============

</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
                                  June 30, 2000


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

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
June 30,  2000 and  incurred a loss of $99,858 for the year ended  December  31,
1999.  The  Company has a working  capital  deficiency  at December  31, 1999 of
$6,678.  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.

Management  is in process of completing a loan in the amount of $250,000 from an
independent  party.  The  proceeds  from  this  loan  will be  utilized  to fund
operating expenses, including general and administrative,  marketing, developing
product  advertising  materials  and other  expenses  necessary to begin selling
products.  Management  believes  this loan will  provide  sufficient  funding to
enable the  Company to begin  generating  revenues  within  four  months.  These
anticipated  sales will generate cash flows  sufficient to enable the Company to
operate for at least the next twelve months.

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.

                                      F-8

<PAGE>

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



The Company has an agreement with Western Innovations (WI), a company owned by a
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  $1,000,00,  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 SIX MONTHS  ENDING  JUNE 30,  2000  COMPARED TO SAME
PERIOD IN 1999

The Company has experienced $16,756 in expenses for the six month period in 2000
compared to $17,252 in 1999.  The Company had revenues of $284 in 2000  compared
to $25 in 1999.  The Company had a loss of ($16,743) in 2000  compared to a loss
of $17,227 in 1999.  The Company had a loss per share in the period of ($.01) in
2000 and ($.01) in 1999. The Company will continue to have losses until adequate
income can be achieved to meet  expenses.  While the Company is seeking  capital
sources for investment, there is no assurance that sources can be found.

RESULT OF  OPERATIONS  FOR THE  QUARTER  ENDED JUNE 30,  2000  COMPARED  TO SAME
QUARTER IN 1999.

The Company  had $16,655 in expenses in the quarter in 2000  compared to $16,121
in the quarter in 1999.  The Company had revenues of $13 and none in the quarter
in 2000 and 1999 respectivley. The net loss was ($16,642) in the quarter in 2000
and ($16,121) in the quarter in 1999. The loss per share was less than ($.01) in
the quarter in 2000 and 1999.


LIQUIDITY AND CAPITAL RESOURCES


The  Company  had a cash  balance at the end of the period of $262.  The current
liabilities  exceed  current  assets by $2,425.  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.



<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS

                  None

ITEM 2.           CHANGES IN SECURITIES

                  None

ITEM 3.           DEFAULT UPON SENIOR SECURITIES

                  None

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

                  None

ITEM 5.           OTHER INFORMATION

                  None

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 8, 2000

                                              MIND2MARKET, INC.


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