SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                  FORM 10QSB/A


                                  AMENDMENT #3



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


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


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


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

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

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


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

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

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

<PAGE>



<TABLE>
<CAPTION>

 MIND2MARKET, INC
 (A DEVELOPMENT STAGE COMPANY)
 BALANCE SHEETS

<S>                                                                          <C>                        <C>

                                                                     SEPTEMBER 30,                DECEMBER 31,
                                                                         2000                        1999

 ASSETS

 Current assets:
 Cash                                                                             $ 331                    $ 1,336
 Inventories                                                                     19,912                     17,807
                                                                  ----------------------     ---------------------
 Total current assets                                                            20,243                     19,143

 Property and equipment:
 Property and equipment                                                          42,801                     41,270
 Less accumulated depreciation                                                  (21,086)                   (14,877)
                                                                  ----------------------     ---------------------
 Net property and equipment                                                      21,715                     26,393
                                                                  ----------------------     ---------------------
 Other assets:
 Prepaid loan costs                                                              50,000                     50,000
 Manufacturing and marketing rights and patents                                 318,134                    312,500
 Less accumulated amortization                                                  (93,023)                   (76,265)
                                                                  ----------------------     ---------------------
 Total other assets                                                             275,111                    286,235

 Total assets                                                                 $ 317,069                  $ 331,771
                                                                  ======================     ======================
 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:
 Accounts payable                                                             $ 314,456                   $ 11,700
 Accrueds salaries                                                               39,569                     10,569
 Payroll taxes payable                                                            5,770                      3,552
                                                                  ----------------------     ---------------------
 Total current liabilities                                                      359,795                     25,821

 Long-term liabilities - loans from stockholders                                 50,000                    130,947

 Stockholders' equity:

 Preferred stock; authorized 5,000,000 shares $0.10 par value;
            none issued                                                               -                          -

 Common stock; authorized 50,000,000 shares, $.0001 par value;
            27,818,123 issued at September 30, 2000 and
                  3,381,600  issued at December 31, 1999                          2,782                        338
 Paid-in-capital                                                                614,241                    523,615
 Retained earnings (deficit)                                                   (709,749)                  (348,950)
                                                                  ----------------------     ---------------------
            Total stockholders' equity                                          (92,726)                   175,003
                                                                  ----------------------     ---------------------
 Total liabilities and stockholders' equity                                   $ 317,069                  $ 331,771
                                                                  ======================     ======================

</TABLE>



                             SEE ACCOMPANYING NOTES

                                      F-1

<PAGE>

<TABLE>
<CAPTION>

 MIND2MARKET, INC.
 (A DEVELOPMENT STAGE COMPANY)
 UNAUDITED STATEMENTS OF OPERATIONS

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

                                                                                                              Period from
                                                    Nine months                    Three months           February 15, 1996
                                                       Ended                          Ended               (Inception) to

                                             9/30/00         9/30/99       9/30/00          9/30/99                       9/30/00
                                        -------------   -------------  --------------  ---------------     -----------------------

 Revenues - other                                 13              25             -                -                         3,451

 Cost of sales                                     -               -             -                -                             -
                                        -------------   -------------  ---------------  --------------     -----------------------
 Gross profit                                     13              25             -                -                         3,451

 Operating costs:

 Administrative costs                        360,812          30,159       344,056           12,907                       713,200

 Net loss                                   (360,799)        (30,134)     (344,056)         (12,907)                     (709,749)
                                        -------------   -------------  ----------------  -------------     -----------------------

 Net loss per share                               (0)             (0)           (0)              (0)                           (0)
                                        =============   =============  ================  =============     =======================

 Weighted average shares outstanding       6,788,160       4,509,900    14,021,790        3,006,600                     3,076,837
                                        =============   =============  ================  =============     =======================

</TABLE>




                             SEE ACCOMPANYING NOTES

                                      F-2

<PAGE>

<TABLE>
<CAPTION>

MIND2MARKET, INC.
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED STATEMENTS OF CASH FLOWS

<S>                                                          <C>            <C>           <C>           <C>              <C>
                                                                                                                      Period from
                                                                    Nine months                    Three months    February 15, 1996
                                                                      Ended                          Ended           (Inception) to

                                                                9/30/00       9/30/99        9/30/00      9/30/99        9/30/00
                                                         ---------------  ------------   ------------  -----------    --------------

Net (Loss)                                                   $ (360,799)    $ (30,134)    $ (344,056)   $ (12,907)       $ (709,749)
Adjustments to reconcile net loss to cash
     used in operations:
Depreciation                                                      6,210         6,162          2,070        2,054            21,086
Amortization                                                     16,758        16,741          5,596        5,580            93,023
Common stock issued for services                                                                                             55,390
(Increase) decrease in current assets                            (2,104)       (3,000)             -        4,500           (19,912)
(ncrease)in manufacturing and marketing rights                   (3,260)            -              -            -            (3,260)
Increase (decrease) in current liabilities                      333,974       (25,053)       337,459            -           359,795
                                                         ---------------  ------------   ------------  -----------    --------------
Net cash used in operating activities                            (9,221)      (35,284)         1,069         (773)         (203,627)

Cash flows from investing activities:
Purchase of property and equipment                               (1,531)         (380)             -            -           (42,801)
                                                         ---------------  ------------   ------------  -----------    --------------
Net cash used in investing activities                            (1,531)         (380)             -            -           (42,801)

Cash flows from financing activities
Common stock issued for cash                                                   15,000                                       106,066
Loans from stockholders                                           9,747        14,200         (1,000)         700           140,693
                                                         ---------------  ------------   ------------  -----------    --------------
Cash provided by (used in) financing activities                   9,747        29,200         (1,000)         700           246,759
                                                         ---------------  ------------   ------------  -----------    --------------
Net (decrease) increase in cash                                  (1,005)       (6,464)            69          (73)              331

Cash, beginning of period                                         1,336         8,349            262        1,958                 -
                                                         ---------------  ------------   ------------  -----------    --------------
Cash, end of period                                               $ 331       $ 1,885          $ 331      $ 1,885             $ 331
                                                         ===============  ============   ============  ===========    ==============

Supplemental cash flow information:

Common stock issued to settle stockholder loans                $ 90,695                     $ 90,695                       $ 90,695
                                                         ===============                 ============                 ==============

Common stock issued for patent rights                           $ 2,374                      $ 2,374                      $ 127,374
                                                         ===============                 ============                 ==============

Spinoff from Nelx, Inc.                                                                                                   $ 187,500
                                                                                                                      ==============
Common stock issued for services                                                                                          $  55,390
                                                                                                                      ==============
Common stock issued as consideration for loans                                                                            $  50,000
                                                                                                                      ==============

</TABLE>




                             SEE ACCOMPANYING NOTES

                                      F-3

<PAGE>

<TABLE>
<CAPTION>

 MIND2MARKET, INC
 (A development stage company)
 UNAUDITED STATEMENT OF STOCKHOLDERS' EQUITY
 FOR THE PERIOD FROM DECEMBER 31, 1998 TO SEPTEMBER 30, 2000

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

                                                              Additional
                                      Common Stock            Paid-in       Accumulated
                                 Shares         Amount        Capital         Deficit
                                --------       --------       ----------    -----------

 Balance, January 1, 1999          3,226,600       $ 323     $ 457,392        $ (249,092)

 Stock issued for services           125,000          13        51,226                 -

 Stock issued for cash                30,000           3        14,997                 -

 Net loss for year                         -           -             -           (99,858)
                                -------------  ----------   -----------   ---------------
 Balance, December 31, 1999        3,381,600         339       523,615          (348,950)

 Stock issued to settle loans        696,523          70        90,626                 -

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

 Net loss for period                                                            (360,799)
                                -------------  ----------   -----------   ---------------
 Balance, end of period           27,818,123     $ 2,783     $ 614,241        $ (709,749)
                                =============  ==========   ===========   ===============

</TABLE>



                             SEE ACCOMPANYING NOTES

                                      F-4



<PAGE>


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


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

Description of the business

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

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

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

Effective  May 15,  1997,  the Company and  Radarfind  entered into an agreement
which  ultimately  transferred  the patent  rights for the products  referred to
above from Radarfind to Mind2Market,  Inc. The Company assumed 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). 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.


                                       F-5

<PAGE>


Change of Control

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

New  Management  was  appointed:  James R. Clark as CEO and Director and Charles
Jacobsen as a Director and secretary.  The newly acquired  license  represents a
change in basic business focus of the Company.

The Acquired Technology

The acquired  technology  application had no  determinable  value which would be
allowable under GAAP,  because it was a license for a specific  application of a
patent for which the  implementation  software  had yet to be  developed.  Since
there was no "predecessor basis" for the license and only a nominal cost for the
patent  consisting of  $10,000,  approximately,  in  legal  fees for the  patent
application.  There was no cost to  capitalize.  Since there is no  "predecessor
basis," par value was the  determining  factor in valuation under GAAP since the
transaction  was  with a person  or  entity  who  became a  "related  party"  or
"affiliate"  by virtue  of the  share  transaction.  There  were no  predecessor
operations of Global Network Media,  the grantor of the license.  At the time of
the license grant,  the shares of the Company had no  determinable  market value
and no quoted market price.


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.

                                      F-6

<PAGE>

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-7

<PAGE>

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


Income taxes:

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

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

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

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


                                       F-8



<PAGE>

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


NOTE B - LOANS FROM STOCKHOLDERS:
---------------------------------
Loans from stockholders consist of the following:

<TABLE>
<CAPTION>


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

Loans from principal stockholders, unsecured,
non-interest bearing,
      payable at maturity, January                                        $     0       $ 80,947
      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
                                                                   --------------- --------------

                                                                          $50,000       $130,947
                                                                   =============== ==============

</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-9

<PAGE>


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


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


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


                                      F-10

<PAGE>

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


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

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



                                      F-11


<PAGE>

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

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


     The Company had  revenues of $13 for the period in 2000 and $25 in
the  period in 1999.  The  Company  acquired  technology  rights  which  were in
development in the third quarter,  and as a result of acquiring work in progress
on the technology,  has incurred  $360,812 in expenses for the nine month period
in 2000  compared to only $30,159 in expenses  for the same period in 1999.  The
Company has incurred a net loss for the period of  ($360,799)  in 2000 and a net
loss of ($30,134) for the period in 1999.  The loss per share for the period was
($.00) and ($.00) in 2000 and 1999, respectively.


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

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


     The Company had no revenues for the quarter  ended  September  30, 2000 and
none in the same quarter in 1999. The Company incurred  significantly  increased
expenses in the third quarter in 2000 due to the  acquisition  of technology and
the  commencement of efforts to develop and  commercialize  the technology.  The
Company incurred $334,056 in expenses in the quarter in 2000 compared to $12,907
in expenses in the quarter in 1999.  The increase in expenses of $330,000 was as
a result of expenses  incurred for the development of a business plan, design of
technology process  implementation,  consulting relating to the prior items, and
general and administrative  costs of commencing the new business venture.  There
was no write  off of  "in-process  research  and  development"  of the  acquired
technology  application.  The loss on operations was ($334,056) and ($12,907) in
the  quarter  in 2000 and 1999  respectively.  The loss per  share  was les than
($.01) in the  quarter in 2000  compared  to less than  ($.01) in the quarter in
1999.


LIQUIDITY AND CAPITAL RESOURCES

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

<PAGE>

STATUS OF PROJECT

     The Company is not  carrying on research  and  development projects at this
time,  nor are any  anticipated.  The Company has  negotiated an agreement  with
UNIFO, Inc. to develop and implement the technology  application which forms the
basis for the Company's new business venture.


<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS

                  None

ITEM 2.           CHANGES IN SECURITIES

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

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


ITEM 3.           DEFAULT UPON SENIOR SECURITIES

                  None

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

                  None

<PAGE>


ITEM 5.           OTHER INFORMATION


                    As a new business direction and endeavor on August 19, 2000,
                    the Company has entered into an Agreement to acquire certain
                    technology  licenses  from Global  Network  Media,  Inc. The
                    inventions and associated  technology are secured by pending
                    patents.  This technology provides an innovative process for
                    controlling  and  paying  for  the  distribution  and use of
                    copyrighted material,  such as music, over the Internet. The
                    process protects the copyrighted nature of the material from
                    unauthorized  digital  copying  or  distribution.   It  also
                    provides an accounting  system that assures all parties that
                    have an  interest  in the  copyrighted  media,  its sale and
                    distribution are  appropriately  compensated.  Further,  the
                    technology  provides the  capability to securely  distribute
                    any  digital  or  digitized  information.  Included  is  the
                    ability  to  distribute   proprietary   and/or   copyrighted
                    intellectual  property over the Internet  while  prohibiting
                    unauthorized use or copying by unauthorized  users. The data
                    cannot be copied to and used on any  device  other  than the
                    one to which it was transmitted. This technology can also be
                    used in  conjunction  with a Secured  Internet  Media  (SIM)
                    Player, a proprietary technology for reading and playing the
                    secured   data.   The  Company  has  secured  the  exclusive
                    development,  manufacturing  and  licensing  rights for this
                    system based on techniques described in and protected by the
                    four pending patents owned by James R. Clark.


                    The short-term goal of the Company is to set up the required
                    technology  and sell the  service to  recording  artists and
                    recording  companies  that are  concerned  about the revenue
                    loss  and  pirating   occurring  with  the  use  of  current
                    technology  on  the  Internet.  Mind2Market  can  provide  a
                    complete  solution for these vendors that provides a Secured
                    Internet Device Number (SIDN),  authentication service and a
                    secured  purchase center for customers  desiring the digital
                    media.  Mind2Market's  system can then be immediately put in
                    place  with  revenues  generated  from the sale of music and
                    other  digital data  through  downloading  to existing  PCs.
                    Individual artists and smaller recording companies will also
                    be capable of using the system for enhancing their marketing
                    efforts.  This will provide a cost  effective  way to market
                    products to their own smaller, customer base.


<PAGE>

                    A long-term  goal of the company is to expand the service to
                    include  video,   books,   and  other  digital  media  while
                    addressing the same copyright protection issues.

                    The company  plans to open new offices for its  headquarters
                    in the Denver, Colorado area in the near future.

                    While  the  emphasis  of the  business  will be aimed at the
                    development and implementation of the Internet  distribution
                    services based on the newly acquired technology,  funds will
                    be budgeted and employed for  development  of products based
                    on the emergency beacon technology. Since the development of
                    the  initial  beacon   product  is   essentially   complete,
                    approximately  $100,000  will be allocated for marketing and
                    initial  manufacturing  to  fulfill  orders as they come in.

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

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


<PAGE>

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


                    RISKS OF PROJECT

                    In  the  event  that  the   development  of  the  technology
                    application and implementation is delayed,  the effect could
                    be  catastrophic  to the Company's  business  plan,  because
                    other  competitors  might  establish  market  acceptance  so
                    strongly  that it would  effectively  lock out the Company's
                    entry into the market.



<PAGE>

                    To date, the UNIFO  development  and  implementation  of the
                    technology  application  has  remained on  schedule  with no
                    material  variation from goals.  Failure to achieve goals in
                    development or implementation of the technology  application
                    will materially and adversely  impact the Company's  ability
                    to attempt  market  acceptance  and  penetration in a timely
                    manner,  which could allow  competitors to  substantially or
                    partially  establish  superior  market position and possible
                    dominance.

                    This  type  of  adverse  event  would  also  materially  and
                    adversely  affect  the  investors  possibility  of return on
                    investment,  return of investment, future operating results,
                    and  financial  condition,  and repeated  delays or failures
                    could  easily  cause the  Company to fail  entirely.  If the
                    Company is unable to raise  enough  capital to complete  its
                    development   and    implementation    of   its   technology
                    application,  it could also cause the Company's inability to
                    complete a  marketable  servce  from  which to ever  achieve
                    revenues.


<PAGE>

                                Mind2Market, Inc.
                              Operating Budget 2001


ADMINISTRATION EXPENSE

 SALARIES

 CONSULTANTS                                                          $ 573,000
 General Administration Expenses                                      $ 133,000
 FACILITIES                                                           $ 139,000
TOTAL ADMINISTRATION EXPENSES                                         $ 127,000
                                                                  --------------
                                                                      $ 972,000
                                                                  --------------
MARKETING AND PUBLIC RELATIONS EXPENSE
 ADVERTISING
 SALARIES & CONTRACTORS                                               $ 788,000
 GENERAL MARKETING EXPENSES                                           $ 643,000
TOTAL MARKETING EXPENSES                                              $ 286,000
                                                                  --------------
                                                                     $1,717,000
                                                                  --------------
DEVELOPMENT, IMPLEMENTATION AND PRODUCTION EXPENSE
 Software Development & Implementation
 Hardware: Internet & Production                                     $1,900,000
 Patent Development/Protection                                        $ 280,000
 TOTAL Capital Cost                                                    $ 90,000
                                                                  --------------
                                                                     $2,270,000
                                                                  --------------
 Salaries - Implementation Administration
 Production Labor Cost                                                $ 320,000
 Equipment Lease                                                     $1,471,000
 MISC. - Production Expenses                                            283,000
 TOTAL DEVELOPMENT AND IMPLEMENTATION EXPENSES                        $ 121,000
                                                                  --------------
                                                                     $2,195,000
                                                                  --------------
TOTAL OPERATING EXPENSES                                             $7,154,000
                                                                  --------------


                    This budget is an estimate,  and  management  may reallocate
                    funds  based upon cash  availability,  and the  priority  in
                    which business considerations may dictate expenditures.

<PAGE>

                    It is anticipated that an additional $7,154,000 capital will
                    be needed to  finance  operations  for 2001 under the budget
                    set  forth  above.  Without  accounting  for  any  revenues,
                    management estimates that the Company's capital requirements
                    will not exceed  $10  Million.  This  includes  the  funding
                    needed for the emergency  beacon products as well as for the
                    development  and   implementation  of  the  secure  Internet
                    marketing and  distribution  system.  Management  intends to
                    raise this capital from private sources, using its shares in
                    private placements.

                    The first  implementation  of the system will  emphasize the
                    use of existing personal  computers as the point-of-sale and
                    end distribution.  As a result, no additional hardware needs
                    to be acquired by potential  customers/consumers in order to
                    use the technology. The technology can be easily used by any
                    person  having  access  to  a  personal   computer  and  the
                    Internet.  A potential  customer  simply executes a one-time
                    download via the Internet,  acquiring  the initial  software
                    from a company  application  server  which  assigns a unique
                    Internet device access number to that device. Upon providing
                    appropriate  billing  information  (i.e.  credit  card) that
                    particular  PC is then given access to the sites  containing
                    the copyrighted  media;  authorized to purchase and download
                    any  desired  digital  media  with the  appropriate  billing
                    performed automatically.

                    A follow-on design is planned that will incorporate  special
                    compression  technology  along with  customized  chip design
                    that will provide an updated enhanced version of the player,
                    which is faster and provides more storage capability.

                    The approach the Company  plans to take on marketing the SIM
                    Player  emphasizes  the  licensing  of its  manufacture  and
                    distribution to existing high tech firms that currently have

<PAGE>

                    a presence  in the MP3  marketplace.  The  Company  plans to
                    share the associated  revenue  streams derived from the sale
                    of  copyrighted  media  distributed  to the end user via the
                    Internet and SIM Player.  This partnering approach minimizes
                    direct  competition  with  established  firms but  leverages
                    their  existing  production and  distribution  capability in
                    return for a share of the revenue  from the  various  income
                    streams.  As a result,  Mind2Market  will have a  relatively
                    small investment required for manufacturing equipment.

                    By shifting  the bulk of the  manufacturing  burden to other
                    companies,  in  return  for  revenue  sharing,  the  Company
                    intends to concentrate  its resources on the  development of
                    improvements  in  the  technology  and  selling   derivative
                    products and  advertising  that can use the SIM Player as an
                    effective medium for penetrating the marketplace.

                    The Company  has entered  into an  agreement  with UINFO,  a
                    US-based  subsidiary of a foreign firm, to develop a digital
                    data  distribution  system  for  the  exclusive  use  of the
                    Company.  UINFO has agreed to  develop a software  system to
                    distribute  music  electronically  and handle the accounting
                    work  resulting  from these  sales.  For the  software,  the
                    Company  will pay UINFO $1.5  million  (1,500,000)  and will
                    issue 2 million  (2,000,000)  shares of stock to UINFO.  The
                    Company will have  exclusive  rights to this  software,  and
                    will pay UINFO 10% of advertising  funds  generated by using
                    the  UINFO-designed   software.  The  corporations  are  not
                    partners, nor are they participating in a joint venture.


                    Appointment of New Directors and Resignation of Directors

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

<PAGE>

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

                    Charles     Jacobson    was     appointed    as    Corporate
                    Secretary/Treasurer  and a member of the Board of  Directors
                    in August  2000.  He  received  his B.S.  degree in business
                    administration  from UCLA.  He earned his  Certified  Public
                    Accountant's license in Colorado and has been in independent
                    practice  for the  past  30  years  specializing  in tax and
                    financial  services.  He holds  Series  7 and 63  securities
                    licenses as well as life, health and variable life insurance
                    licenses.    He    was   a    founding    shareholder    and
                    secretary-treasurer  of Polaris  Resources,  Inc.,  a public
                    natural resources company from 1970-1973. He also has served
                    as a general  partner in several  real estate  ventures  and
                    management service ventures.

                    Douglas   Deckert  has  been  appointed  the  M2M  Board  of
                    Directors effective December 1, 2000.  He holds an Associate
                    of  Technical  Arts degree in Computer  Programming  and has
                    over 20 years  experience in  information  technology,  data
                    communications,   computer  and  network  design,   and  web
                    development.  Mr.  Deckert  is a Computer  Systems  Software
                    Engineer  and  has  been a  Systems  Architect,  IT  Project
                    Manager  and  Senior  Systems   Analyst  for  the  State  of
                    Washington   to  implement   many   information   technology
                    projects, such as the Commercial Vehicle Information Systems
                    and  Network  (CVISN)  Project.  He is  experienced  in many
                    operating  systems  and  platforms,  including  Windows  and
                    Windows NT, IBM Mainframe  and UNIX.  He has also  analyzed,
                    designed,  and  developed  many  complex  programs  using  a
                    variety of  software tools  consisting of Visual C++, Visual


<PAGE>


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


                    Resignation and Appointment of Officers

                    William Boyer has resigned as a Director  effective  January
                    31, 2001.

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.

                        Exhibits:

                        10.1    Technology Agreement *
                        10.2    Addendum to Technology Transfer Agreement *
                        10.3    UINFO Agreement


                        * Previously filed

<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: March 16, 2001

                                              MIND2MARKET, INC.


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