SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10KSB

                            Annual Report Pursuant to
                       The Securities Exchange Act of 1934

                   For the Fiscal Year Ended December 31, 2000
                        Commission file number: 000-28711

                                 CIK: 0001076044


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



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


777 S. Wadsworth Blvd., #B1-200, Lakewood, CO  80226
-----------------------------------------------------
(Address of principal executive offices)    (Zip Code)

                                 (303) 989-9936
                                 --------------
               Registrant's telephone number, including area code


            Securities Registered to be Pursuant to Section 12(b) of
                                    the Act:

                                      NONE

        Securities Registered to be Pursuant to Section 12(g) of the Act

                          COMMON STOCK $.001 PAR VALUE

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
              -----    -----

Check if disclosure of delinquent  filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained,  to the best
of  Registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. X
                 ---

                                       1
<PAGE>

State issuer's revenues for its most recent fiscal year: $295.00

Transitional Small Business Disclosure Format:

              Yes      No X
              -----    -----

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant as of December 31, 2000: $0

Number of outstanding  shares of the  registrant's  common stock, as of December
31, 2000: 29,035,790.








                                       2
<PAGE>

                                TABLE OF CONTENTS

ITEM                                                                      PAGE
-------                                                                 --------
                                 PART I

 1    Business.......................................................
 2    Properties..................................................
 3.   Legal Proceedings....................................................
 4.   Submission of Matters to a Vote of Security Holders............

                                PART II

 5.   Market for Registrant's Common Equity and Related
        Stockholder Matters...........................................
 6.   Management's Discussion and Analysis of Financial Condition
        and Results of Operations.....................................
 7.   Financial Statements and Supplementary Data.....................
 8.   Changes in and Disagreements with Accountants on Accounting
        and Financial Disclosure.....................................

                                PART III

 9.   Directors and Executive Officers of the Registrant..............
10.   Executive Compensation.........................................
11.   Security Ownership of Certain Beneficial Owners and
        Management.....................................................
12.   Certain Relationships and Related Transactions....................

                                PART IV

13.   Exhibits, Financial Statement Schedules and Reports on Form
        8-K.............................................................

Signature page.........................................................

Financial Statements.....December 31, 2000 and 1999....................F-1-F-11

                                       3
<PAGE>

ITEM 1. BUSINESS

HISTORY

     The Company was formed as a Colorado Corporation in 1996 as NELX Marketing,
Inc. It was formed as a wholly owned  subsidiary  corporation  of NELX,  Inc. It
received limited capital of $11,500 from NELX, Inc. In October, 1996, NELX, Inc.
agreed  to  divest  the  company.  NELX  Marketing,  Inc.  changed  its  name to
Mind2Market, Inc. concurrent with the separation from NELX, Inc.

     General Operations:  The Company's current operations as to safety products
are limited to planning  marketing  of products and are minimal at this time due
to lack of capital.

      PRODUCTS DESCRIPTION
     The proposed  products to be marketed are the Radar Beacon and the AeroLink
distress signals. The products were conceived and patented by RadarFind, Inc. of
Denver, Colorado.  Radarfind, Inc. completed the initial development and testing
of the aerodynamic  balloon products for the outdoor land and marine markets and
subsequently  conveyed  manufacturing  and marketing rights to the company.  The
balloon in the  products  has a unique  design  which  enables it to sustain its
upward flight in very high winds.  There are no other balloon products available
capable  of this  flight  performance.  RadarFind,  Inc.  obtained  patents  and
Mind2Market  has  licensed  all  development  rights on the  products  under the
manufacturing  and marketing  agreement.  Since the company has no manufacturing
capabilities, it will hire third party manufacturing.

<PAGE>

(1)      EMERGENCY SIGNAL BALLOON (RADAR BEACON)
      The  Emergency  Signal  Balloon is a personal,  portable  locator  device,
designed to be deployed in emergency  situations  to assist in search and rescue
efforts.  The device consists of a lightweight tubular plastic case encompassing
a folded 26" balloon, made of microfoil (microwave reflecting) material,  with a
fluorescent  orange  coating,  string  for  tethering  the  balloon,  a cylinder
containing 2 cubic feet of helium,  and a release valve which,  when  activated,
fills the balloon and  releases it into the air.  The balloon is tethered to the
case with 200 feet of line.  The case is a round plastic tube 2" in diameter and
is 11" in length,  weighs  approximately 15 ounces, and is made of a high impact
plastic designed to be secured to a belt,  equipment,  or tethering device.

(2)   RADIO ANTENNA BALLOON (AEROLINK)
      The  Radio  Antenna  Balloon  has  been  developed  to meet the need for a
portable antenna to enhance signal  transmission and receipt in remote areas and
at sea.  The unit is  approximately  8" x 12" x 3" in size and weighs 2 lbs.  10
ounces.  It  is  packaged  in  a  handle-equipped   plastic  case  for  ease  of
transportation  or can be carried in an optional  fabric shoulder bag. Each unit
contains two helium  cylinders for multiple  usage, a 36" microfoil  balloon,  a
fill valve, and a removable hand cranked reel containing  approximately 250 feet
of antenna line. This reel has been designed with a built-in  frequency adjuster
for different  radio bands and a lightning  arrester that can be connected to an
optional  ground  anchor for usage in bad weather.  Also included in the case is
the connector and coax cabling to permit emergency locator  transmitter (ELT) or
radio connections.  The AeroLink Balloon is capable of sustained flight in winds
over 75 mph for more than ten days.  The balloon has been tested  extensively by
engineers in the Colorado  State  University  wind tunnel and in actual  adverse
outdoor  conditions.  This balloon,  with attached tail assembly,  is also radar
reflective. The distance the balloon can be seen on radar depends on the type of
radar and height of the balloon.  This product will be  introduced to the market
approximately 6-9 months after the initial introduction of the Radar Beacon.

     The Company has contacted many of the targeted areas for sales  distributor
support. The proposed distributor contract currently  established by the Company
is a standard  contract  developed  by the  Company.  All  distributors  will be
treated  equally per the contract.  The Company has sold and/or given several of
the Radar Beacon  products and sales  literature to  distributor  candidates but
does not have any distributors under contract at this time.

     The Company has been  unsuccessful in raising capital or achieving sales to
put the  product  designs  in  production  to date,  and the  effort  for safety
business is inactive now.

<PAGE>

NEW BUSINESS
------------

     As a new business  direction  and endeavor on August 19, 2000,  the Company
entered into an Agreement to acquire  certain  technology  licenses  from Global
Network  Media,  Inc. The  technology  are under  license to the  Company.  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

     Working  Capital Needs.  The working  capital needs of the Company  consist
primarily of research and development, product and market testing, manufacturing
and marketing of products.  It is estimated  that $3 to $5 million is needed for
working capital of which there is no assured source.

     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.

     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.

                                       6
<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.

(Note *) This budget is based upon the  assumption of full funding  through some
capital source,  which is not committed.  To the extend funding is not achieved,
the budget  categories  will be reduced  pro rata as  expenditures.  THERE IS NO
ASSURANCE THAT CAPITAL FUNDING WILL BE AVAILABLE IN ANY AMOUNT.

<PAGE>

     It is  anticipated  that  $7,154,000  capital  will be  needed  to  finance
operations  for 2001 under the budget set forth above for which the Company does
not  have  any  commitment.  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

                                       8
<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 and will
issue 2 million 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.

(b) Parents and Subsidiaries: None


                                       9
<PAGE>

        (2)  DEPENDENCE ON A SINGLE CUSTOMER OR A FEW CUSTOMERS.

        a)  Revenues - Products
        The Radar Beacon and  AeroLink  depend upon a large  population  base of
boaters and outdoor  enthusiast and is not tied to only a few  customers.  It is
not limited to any geographic area and can be used anywhere in the world.

     The digital  download  technology  is not  anticipated  to rely on a single
customer but public users.  Revenues are  conceived to be from download  service
fees. At year end the Company had no revenues.

        b)  Client Services revenues - none

      (3)  BACKLOG  OF  ORDERS.  None

      (4)  GOVERNMENT CONTRACTS.  None

     (5)  COMPETITIVE  CONDITIONS.

     a)  Currently,  there are other  products with uses similar to those of the
company on the market.  Competitive  products  which already have a niche in the
market include flare kits, signal mirrors,  flash lights and strobes,  Emergency
Positioning  Indicator  Beacons  (EPIRB),   Global  Positioning  Systems,  radar
reflectors, and signal flags.

     b) There are a number of competitors in the  music/digital  download market
all of which have much larger capital  availability and established  businesses,
and operating technology when compared to the Company. MP3, Vivedi,  Intertrust,
Microsoft,  BMI, and others are major  companies  with  competitive  systems and
software.

     (6)  REGISTRANT   SPONSORED  RESEARCH  AND  DEVELOPMENT.   The  company  is
continuing to incur development costs to UINFO to integrate  software and refine
a total system for the Company.  Project costs are $2,000,000 to complete and to
date $500,000 has been spent.

                                       10
<PAGE>

      (7)  COMPLIANCE WITH ENVIRONMENTAL LAWS AND REGULATIONS.

      The operations of the Company are subject to local, state and federal laws
and regulations governing environmental quality and pollution control pertaining
to the handling and storage of the high pressure  cylinders used in the product.
To date,  compliance  with these  regulations by the Company has had no material
effect on the Company's operations,  capital, earnings, or competitive position,
and the cost of such compliance has not been material.  The Company is unable to
assess or predict at this time what effect additional regulations or legislation
could have on its activities.

     (8) NUMBER OF PERSONS  EMPLOYED.  As of December 31, 2000,  the Company had
three  employees,   its  President,   Ron  Powell;  CEO,  James  R.  Clark;  and
Secretary/Treasurer, Charles H. Jacobson.

ITEM 2. PROPERTIES
-------------------

     The Company does not own any real property and has no long-term commitments
to lease any space.

ITEM 3. LEGAL PROCEEDINGS
--------------------------

     The Company is not aware of any current or pending legal action.

     No director,  officer or affiliate of  Mind2Market,  Inc.,  and no owner of
record or beneficial  owner of more than 5.0% of the  securities of the Company,
or any  associate of any such  director,  officer or security  holder is a party
adverse  to  Mind2Market,  Inc.  or has a  material  interest  adverse  to it in
reference to pending litigation.

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

     No matters have been  submitted to  shareholders  for approval in the prior
year.




                                       11
<PAGE>

                                    PART II

ITEM 5. MARKET FOR  MIND2MARKET,  INC.'S COMMON  EQUITY AND RELATED  STOCKHOLDER
        MATTERS MARKET INFORMATION
--------------------------------------------------------------------------------

     As of December 31, 2000, there were 189 registered  holders of shares of
the outstanding  common stock of the Company.  The Company's common stock is not
presently  traded on any  "Over-the-Counter"  market and no dividends  have been
paid to  shareholders to date. If it is ever approved for trading by NASD Market
Regulation,  Inc.,  it may  trade  on the OTC  Bulletin  Board  or on the  "Pink
Sheets".  No assurance can be made that any trading  market will ever develop or
that trading will be approved.  No assurance can be made that any dividends will
ever be paid to shareholders.

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS
--------------------------------------------------------------------------------

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

     The Company has no primary income source at this time. The company hopes to
receive revenues from the sale of the products.

RESULTS OF OPERATIONS FOR YEAR ENDED DECEMBER 31, 2000 AS COMPARED TO PRIOR YEAR
1999.

     The Company had no operations revenues in year 2000 or 1999 and had minimal
miscellaneous  revenues. The Company incurred greatly increased expenses in 2000
as  a  result  of  the  acquisition  off  a  technology  license,  which  needed
development,  from Global  Network Media,  Inc. The Company  accrued or expended
$1,714,132 in total expenses in 2000, which exceeded 1999 expenses of $99,904 by
over $1,614,000. The expenses were almost entirely related to the new technology
development  effort of the  Company.  The largest  items of expense in 2000 were
$110,000 in interest accrual,  $282,281 in salaries and contract labor, $814,171
in research and development,  $226,146 in product abandonment and loss, $173,070
in marketing costs.

     By  comparison,  in 1999,  the  Company had no  interest  expense,  $250 in
marketing  expense,  $9,600 in product  development,  no salaries  and  contract
labor.  Directors  fees in 1999 were  $41,000  compared to $12,500 in 2000.  The
operating loss for 2000 ($1,713,837) compared to ($99,858) in 1999. The loss per
share was ($.18) in 2000 and ($.03 in 1999).

     The trend of operating losses will continue at the current rate or a higher
rate as the Company attempts to develop its technology.

                                       12
<PAGE>

LIQUIDITY

     The Company  expects  that its need for  liquidity  will  increase  for the
coming year due to its  anticipation  of  expending up to  $7,200,000  under its
budget  to  complete  development  and  market  its  existing  products  and the
development  of  additional  product  lines.  The Company is seeking  additional
capital to market the product. Several avenues are being pursued at this time to
acquire the  necessary  funding.  In 2000 the Company  made a private  placement
pursuant  to Rule  506,  Regulation  D in which it raised  $75,000  from sale of
300,000 shares for cash.

      Short Term.
      ----------

     On a short term basis,  the Company  does not generate any revenue and does
not have  capital  to cover  operations  costs  or  development.  Based on prior
experience,  the Company believes it will continue to have insufficient  revenue
to satisfy  current and recurring  liabilities as it seeks to develop and market
its products.  For short term needs the Company will be dependent on receipt, if
any, of private placement proceeds or loans.

     The  Company's  current  assets  $23,770  at December  31,  2000,  were
exceeded by its current liabilities, ($218,527).

      Long Term.
      ---------

     As of December 31, 2000,  the Company has notes  payable to  affiliates  or
principals of the Company of $885,340.  It has  additional  accounts  payable of
$169,114 and $37,000 in accrued salaries.

                                       13
<PAGE>

CAPITAL RESOURCES

      The primary capital resources of the Company are its common stock.

     As of the date of the  annual  report,  the  Company  had  commitments  for
capital  expenditures  within  the next  year of  $350,000  to UINFO,  Inc.  for
development  of software and integrated  technology.  The Company has no capital
with which to pay that commitment or any other expenses.

      Cash Flows:
      ----------

      The Company has achieved no revenues to date.

      Need  for  Additional  Financing.   The  Company  does  not  have  capital
sufficient to meet the Company's cash needs, or to commence business,  including
the  costs  of  compliance  with  the  continuing  reports  requirements  of the
Securities  Exchange Act of 1934.  The Company will have to seek loans or equity
placements  to cover  such cash  needs.  There is no  assurance,  however,  that
without  funds  it will  ultimately  allow  registrant  to  commence  sales  and
marketing.   Once  marketing  commences,  the  Company's  needs  for  additional
financing are likely to increase substantially.

      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.

                                       14

<PAGE>


ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-----------------------------------------------------

     The response to this item is included as a separate exhibit to this report.
Please see pages F-1 through F-11.


ITEM 8.     CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING  AND
            FINANCIAL DISCLOSURE
--------------------------------------------------------------------------------

     VAN DORN & BOSSI have audited the Company's records since inception.  There
were no  disagreements  with them on any  matter  of  accounting  principles  or
practices, financial statement disclosure, or auditing scope or procedure.


                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS AND SIGNIFICANT MEMBERS OF MANAGEMENT
-------------------------------------------------------------------------------

DIRECTORS

(a)  The following  persons are  currently  serving as directors of the Company.
Certain information  regarding each director is set forth below,  including each
individual's  principal  occupation,  and the year in which the  individual  was
elected a director of the Company or one of its predecessor companies.

DIRECTORS

Name                          Age               Title
----                          ---               -----
Charles R. Powell             44                Director

Stuart M. Novak               58                Director

Charles Jacobson              72                Director

Douglas Deckert               48                Director

James Clark                   40                Director

                                       16
<PAGE>

EXECUTIVE OFFICERS

    On December 31, 2000, the executive officers of the Company were as follows:

NAME                       AGE      POSITION WITH COMPANY             TERM
----                      -----     ----------------------            -----
Charles R. Powell          44         President                       Annual

James R. Clark             40         Chairman of the Board
                                        & CEO                         Annual

Charles Jacobson           72         Secretary & Treasurer           Annual


(b)  Identification of Certain Significant Employees.  None

(c)  Family Relationships.  None

(d)  Business Experience

The following is a brief account of the business experience during the past five
years  of  each of the  Company  directors  and  executive  officers,  including
principal  occupations  and  employment  during  that  period  and the  name and
principal  business  of any  corporation  or other  organization  in which  such
occupation and employment were carried on.


CHARLES R. (Ron) POWELL
      Mr.  Powell  is a  President,  Director  and a  principal  shareholder  of
Mind2Market,  Inc. since 1996. While earning a degree in Business Administration
from Regis University (1997), Mr. Powell worked for Rockwell, International from
1983 till 1990 at the Rocky Flats  Nuclear  Weapons  Site on a national  defense
contract.  Mr. Powell earned a certified  Project Manager degree and worked as a
Project  Manager with EG&G, Inc. at the Rocky Flats  Environmental  Cleanup Site
from 1990 till  1995,  with  responsibilities  for design  and  construction  on
projects  ranging  from $2 to $50  million  dollars.  He  currently  serves as a
project  management  consultant  and trainer for Monks  Associates,  Inc. He has
served as the product manager for the products and has been  responsible for the
management of the company finance and administrative functions.

                                       17
<PAGE>

STUART M. (Mike) NOVAK
     Mr. Novak is a Director of the company since 1997.  Mr. Novak has more than
25 years of highly successful  senior management  experience in both ongoing and
start-up entities as well as a distinguished  service as a commissioned  officer
in the U.S. Navy. He received a Naval  Engineer's  degree (a  professional  post
masters  degree) as well as an MS degree in  management  from the  Massachusetts
Institute of Technology in 1971. In 1964 he received a BS in  Engineering,  from
the  US  Naval  Academy.  He  served  as  Chairman  of  Acclaim  Mortgage,  Inc.
(3/97-8/98) and founded and operated Resource Funding Group, Inc. 1998 - 2000, a
residential  and  commercial  mortgage  brokerage.  He was  President  of  Rader
Railcar,  Inc. (11/94 - 1/97).  He was  instrumental in the acquisition of a $65
million  contract and put in place systems,  procedures,  and managed day to day
operations.

     After  leaving  active  duty in the US Navy in 1975,  he has  worked in the
marine industry in executive,  operations, major project management,  operations
and  engineering.  He was Director  Marine  Operations and  Consultant  while at
Farrell Lines Inc. (8/93-11/94). He was President and Chief Executive Officer of
The American Ship Building Company and Tampa Shipyards Inc. (6/92-7/93),  a NYSE
company.  As  founder  and  President  of Royal  Hawaiian  Cruise  Line,  Inc. (
7/90-7/92) he developed a new, U.S. flag cruise company and developed a detailed
plan for its  start up and  operations,  including  initial  capitalization.  At
Cunard Line Ltd.  (2/81-7/90)  as a Senior Vice  President,  Mr. Novak  directed
operations for a fleet of five passenger vessels and 2500 personnel.

     His  active  duty  in  the US  Navy  (6/64-6/75)  included  sea  and  shore
assignments,  Command, Chief Engineer and a tour of duty in Vietnam. He received
various decorations  including the Purple Heart and the Navy Commendation Medal.
He served in the US Naval reserve  attaining the rank of Captain,  completing 28
years of service.

<PAGE>


JAMES R.  CLARK
     James R.  Clark  was  appointed  as CEO and  Chairman  of the  Board of the
company  in  August,  2000.  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
     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
     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 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.


(e)  Committees of the Board of Directors

      The  board  of  directors  has  no  nominating,  auditing  committee  or a
compensation  committee.  Therefore,  the selection of person or election to the
board of  directors  was  neither  independently  made nor  negotiated  at arm's
length.

                                       19
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION
-------------------------------

(a) Officer's Compensation

     The  following  table sets  forth the  compensation  by the  Company of the
President and the executive officers of the Company in 2000, for services in all
capacities to the Company and its subsidiaries during the two fiscal years ended
December 31, 2000.

                               ANNUAL COMPENSATION
                      -------------------------------------
                                                             OTHER     LONG-TERM
                                                             ANNUAL    AWARDS OF
NAME AND                            SALARY       BONUS    COMPENSATION   OPTIONS
PRINCIPAL POSITION       YEAR         ($)         ($)         ($)       (# SHS)
------------------   --------   -----------    ----------  ----------- ---------
Charles R. Powell        2000      9,000        0             2,500*
 President               1999         0         0             8,200

James R. Clark           2000     32,000        0               0       350,000
 Chairman & CEO

Charles Jacobson         2000     15,000        0               0       0
  Secretary/Treasurer

Stuart M. Novak          2000     0             0             2,500     0
  Secretary              1999     0             0             8,200     0
  (resigned)


Options & Warrants
------------------

  James Clark was granted an option to purchase 350,000 shares at $.25 per share
on November 1, 2000 for 3 years.


                                       20
<PAGE>

(b)      Directors' Compensation

     Directors  received 2500 shares each at $1 as compensation  for last fiscal
year.  Issuance of common  stock for services is being  negotiated  by the Board
members at this time. There is no awards committee for the Company at this time.

<TABLE>
<CAPTION>

                     SUMMARY COMPENSATION TABLE OF DIRECTORS
                             (To December 31, 2000)

                        Cash Compensation               Security Grants
<S>            <C>     <C>      <C>      <C>        <C>          <C>                 <C>       <C>
----------------------------------------------------------------------------------------------------------------
Name and       Year    Annual   Meeting  Consulting Number       Securities          LTIP      All Other
Principal              retainer Fees ($) Fees/Other   of         Underlying          Payments  Compensation
Position               Fees ($)          Fees($)    Shares (#)   Options/SARs(#)
                                                                 (SHARES)
----------------------------------------------------------------------------------------------------------------
Ronald R.      2000      2500      0         0         0              0                   0         0
 Powell        1999      8200      0         0         0              0                   0         0
Director

Stuart M.      2000      2500      0         0         0              0                   0         0
 Novak         1999      8200      0         0         0              0                   0         0
Director

Bill Boyer     2000      2500      0         0         0              0                   0         0
Director       1999      8200      0         0         0              0                   0         0
(resigned)

Charles        2000         0      0         0         0              0                   0         0
 Jacobson
Director

James Clark    2000         0      0         0         0              0                   0         0
Director

Douglas        2000         0      0         0         0              0                   0         0
 Deckert
Director

Jerry          2000      2500      0         0         0              0                   0         0
 Jernigan      1999      8200      0         0         0              0                   0         0
Director
(resigned 2000)
</TABLE>

EMPLOYMENT AGREEMENTS

     There was an existing employment contract with the Ron Powell at $5,000 per
month,   James  R.  Clark  at  $8,000  per  month,   and  Charles   Jacobsen  at
$5000 per month for executive services from August 20, 2000.


                                       21
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a) of the  Securities  Exchange Act of 1934  requires  that the
Company's directors and executive officers, and persons who own more than 10% of
a registered class of the Company's equity securities,  file with the Securities
and Exchange  Commission  initial  reports of ownership and reports of change in
ownership of Common Stock and other equity securities of the Company.  Officers,
directors and greater than 10%  shareholders  are required by SEC  regulation to
furnish the Company with copies of all Section 16(a) forms that they file.

     To the  Company's  knowledge,  during the year  ended  December  31,  2000,
Section 16(a) filing  requirements  applicable  to its  officers,  directors and
greater than 10% beneficial owners were not fully complied with.

     (a) The  following  table lists any person  (including  any "group" as that
term is used in Section  13(d)(3) of the Exchange  Act) who, to the knowledge of
the Company,  was the beneficial  owner as of March 31, 2001, of more than 5% of
the outstanding voting shares of the Company.  Unless otherwise noted, the owner
has sole voting and dispositive power with respect to the securities.

   Title   Name and address of Beneficial   Amount of    Percent    Percent
    of                  Owner              Beneficial       of      Voting
   Class                                    Interest      Equity(1)  Class
---------  ----------------------------  ------------  ----------- -----------
Common     James R. Clark*                9,147,800      32%         32%

Common     H. Arthur Langer &**           12,122,700     42%         42%
           Gloria G. Langer

Common     Global Network Media, Inc.     4,917,900      17%         17%

Common     DynaCor Systems, Inc.          2,401,900      8.3%        8.3%

Common     Centre Point, LLC              2,740,000      9.4%        9.4%

(1)  With  respect  to the  common  stock,  percentages  shown  are  based  upon
29,035,790 shares of common stock actually outstanding as of December 31, 2000.

*    Includes  4,917,900  shares owned by Global  Network  Media,  for which Mr.
     Clark serves as a Director; includes 800,000 shares held in trust for minor
     children;  includes  300,000 shares owned by Clark, LLC for which Mr. Clark
     is the Operating Manager.

**   Includes 4,917,900 shares owned by Global Network Media, Inc. and 2,401,900
     shares owned by DynaCor Systems,  Inc. for which both Art and Gloria Langer
     serve as Directors;  includes 1,662,900 owned by Langer Family Living Trust
     for which Art and Gloria Langer are trustees;  includes  200,000  shares in
     Retirement  Accounts,  Inc., IRA FBO H. Arthur Langer;  includes  2,740,000
     shares  owned by Centre  Point,  LLC for which Art Langer is the  Operating
     Manager.



                                       22
<PAGE>

     (b) The following  table sets forth as of December 31, 2000, the beneficial
ownership of the Company's voting shares by all current  directors and executive
officers  of the Company as a group.  Unless  otherwise  indicated,  each person
listed below has sole voting and investment  power over all shares  beneficially
owned by him.

      Title       Name of                             Amount and        Percent
        of        Beneficial                          Nature of         of
      Class       Owner                               Beneficial        Equity
      -----       -----                               Ownership         -------
                                                      ---------

Common Stock    Ronald Powell, President and Director     1,419,423       4.9%
                Broomfield, CO  80020

Common Stock    Stuart M. Novak, Director                    25,000       0.09%
                Seattle, WA


Common Stock    James R. Clark, Chairman & CEO            9,147,800       32%*


Common Stock    Charles Jacobson, Secretary/Treasurer     6,118,800       21%*
                    & Director

Common Stock    Douglas Deckert, Director                 5,638,500       19%*

                                                           --------------------
                Officers and Directors as a Group        12,513,723       43%

*    James Clark,  Charles H.  Jacobson,  and Doug Deckert are all  Directors of
     Global Network Media which owns 4,917,900 shares (17%) included in each of
     their beneficial ownership amounts.

                                       23
<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED 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.

        Global Network Media (GNM, which owns 4,917,900 shares or 17% of the
Company's stock) and Dynacor Systems, Inc (which owns 2,401,900 shares or 8% of
the Company's stock) provide certain services for the Company. During the year
ended December 31, 2000, GNM and Dynacor provided services aggregating $524,318,
of which $500,000 was converted into a note payable over 30 years.

        UINFO International, Inc., a Colorado company entered into an agreement
with the Company in October, 2000 to provide certain software development for
the Company. The agreement is to be completed in three phases, and calls for a
total of 2,000,000 shares of Company stock to be issued and held in escrow
pending completion of the contract. 666,667 of these shares were earned at the
completion of phase I, completed in December, 2000. In addition to the common
stock, UINFO is to be paid $1,500,000. Of this amount, $500,000 was earned at
the completion of phase I. UINFO agreed to convert $350,000 of this amount to a
30 year note.

     The Company  settled debt to Ray Williams and Ron Powell by issuing 916,523
common shares for $200,700 in debt.

                                       24
<PAGE>

                                     PART IV

ITEM 13. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
---------------------------------------------------

(a) Financial  Statements and Schedules.  The following financial statements and
schedules  for  Mind2Market,  Inc. as of December  31, 2000 are filed as part of
this report.

     (1) Financial statements of Mind2Market, Inc. and subsidiaries.

                                                                     Page


Contents to Financial Statements

Independent Auditor's Report for years ended
December 31, 2000                                                     F-1

Consolidated Balance Sheet at end of December 31, 2000                F-2

Consolidated Statement of Operations at end of December 31, 2000      F-3

Consolidated Statement of Cash Flows at end of December 31, 2000      F-4

Consolidated Statement of Stockholders' Equity at end of
December 31, 2000                                                     F-5

Notes to the Consolidated Financial Statements                        F-6-F-11

     (2) Financial Statement Schedules:

  All  schedules  are omitted  because they are not  applicable  or the required
information is shown in the financial statements or notes thereto.

(b) Exhibits:

SK#                      Name of Exhibit                    Page No.

3.0                 Articles of Incorporation                    *
3.1                 Articles of Amendment                        *
3.2                 Bylaws                                       *
10.1                Employment Agreements
10.2                Employment Agreements
10.3                Employment Agreements

* Incorporated  by Reference as filed with the Securities & Exchange  Commission
on December 29, 1999 under file #000-28711.

(c) Reports on Form 8-K filed  during the fiscal year ended  December  31, 2000.
(incorporated by reference):

               None

                                       25
<PAGE>
                                   SIGNATURES

   Pursuant  to the  requirements  of  Section  13 or 15  (d) 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: June _____, 2001
                                             MIND2MARKET, INC.

                                             by:
                                             ----------------------------
                                               James Clark, CEO

   Pursuant  to the  requirements  of  Section  13 or 15  (d) of the  Securities
Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated.

Dated:  _______________________

                              Vice President & Director
------------------
Charles R. Powell

                              Director
------------------
Stuart M. Novak


------------------            Chairman & CEO
James R. Clark



------------------            Secretary, Treasurer
Charles Jacobson                & Director



------------------            Director
Douglas Deckert


                                       26
<PAGE>

                                MIND2MARKET, INC.
                        (A Developmental Stage Company)


                              FINANCIAL STATEMENTS
                      For the Year Ended December 31, 2000



                                VAN DORN & BOSSI
                          Certified Public Accountants

<PAGE>

VDB                                                             VAN DORN & BOSSI
                                                    Certified Public Accountants





                          INDEPENDENT AUDITOR'S REPORT


Board of Directors
Mind2Market, Inc.

We  have  audited  the  accompanying  balance  sheet  of  Mind2Market,  Inc.  (a
development  stage  company) as of December  31, 2000 and 1999,  and the related
statements of operations,  stockholders'  equity (deficiency in assets) and cash
flows for the two years  then  ended  and the  period  from  February  15,  1996
(inception)  to  December  31,  2000.   These   financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  Mind2Market,  Inc. as of
December 31, 2000 and 1999,  and the results of its operation and cash flows for
the two years then ended and the period from  February 15, 1996  (inception)  to
December 31, 2000, in conformity with generally accepted accounting principles.

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 loss for the period  from  February  15,  1996
(inception) to December 31, 2000  aggregating  $2,062,788 and incurred a loss of
$1,713,837 for the year ended December 31, 2000. The Company has a deficiency in
assets at December 31, 2000 of $1,080,098.  These conditions  raise  substantial
doubt  about its  ability to continue  as a going  concern.  Management's  plans
regarding those matters are described in Note D to the financial statements. The
financial  statements do not reflect any adjustments  that might result from the
outcome of this uncertainty.

/s/ Van Dorn & Bossi
Certified Public Accountants

Boulder, Colorado
May 23, 2001

                                      F-1

<PAGE>

<TABLE>
<CAPTION>


                                Mind2Market, Inc.
                                 BALANCE SHEETS
                          (A Development Stage Company)

                                                                   DECEMBER 31,      DECEMBER 31,
                                                                      2000               1999
                                                                 ---------------   -----------------
<S>                                                                  <C>                  <C>
                                     ASSETS
CURRENT ASSETS:
Cash in banks                                                               $868             $1,336
Employee advances                                                          1,000                 --
Inventory                                                                                    17,807
                                                                 ----------------  -----------------

             Total current assets                                          1,868             19,143

Equipment                                                                 42,801             41,270
Less accumulated depreciation                                            (23,217)           (14,877)
                                                                 ----------------  -----------------

             Net  equipment                                               19,584             26,393

Prepaid loan costs (Note B)                                                   --             50,000

Manufacturing and  marketing rights                                        2,374            312,500
Less accumulated amortization                                                (57)           (76,265)
                                                                 ----------------  -----------------

             Net manufacturing and marketing rights                        2,317            236,235
                                                                 ----------------  -----------------

             Total assets                                                $23,770           $331,771
                                                                 ================  =================

                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
CURRENT LIABILITIES:
Accounts payable                                                        $169,114            $11,700
Accrued salaries                                                          37,000             10,569
Payroll taxes payable                                                      8,753              3,551
Current portion of long-term debt                                          3,660                 --
                                                                 ----------------  -----------------

             Total current liabilities                                   218,527             25,821

Long-term debt (Note B)                                                  885,340            130,946

STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS):
Preferred stock: authorized 5,000,000 shares, $.10 par value;
             none issued                                                      --                 --
Common stock: authorized 50,000,000 shares, $.0001 par
             value; issued and outstanding; 29,035,790 and
             3,381,600 shares                                              2,904                338
Additional paid in capital                                               979,786            523,617
Deficit accumulated during development stage                          (2,062,788)          (348,951)
                                                                 ----------------  -----------------

             Total stockholders' equity (deficiency in assets)        (1,080,098)           175,004
                                                                 ----------------  -----------------

             Total liabilities and stockholders' equity
                  (deficiency in assets)                                 $23,770           $331,771
                                                                 ================  =================

</TABLE>


                       See Notes to Financial Statements.

                                      F-2

<PAGE>

<TABLE>
<CAPTION>


                                Mind2Market, Inc.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
                            YEARS ENDED DECEMBER 31, 2000 AND 1999,
            AND THE PERIOD FROM FEBRUARY 15, 1996 (INCEPTION) TO DECEMBER 31, 2000


                                                                                      PERIOD
                                                                                       FROM
                                                                                     FEBRUARY
                                                                                     15, 1996
                                                             YEAR ENDED            (inception) to
                                                     DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                    -------------  -------------
                                                        2000            1999           2000
                                                    -------------  --------------- -------------
<S>                                                  <C>                 <C>        <C>

REVENUES:
Other                                                       $295              $46        $3,463

EXPENSES:
Amortization                                              22,436           22,322        98,701
Automobile                                                    --               --           199
Bank service charges                                         177              167         1,170
Depreciation                                               8,340            8,216        23,217
Directors' fees                                           12,500           41,000        53,500
Interest expense                                         110,000               --       110,000
Licenses                                                     -75               --         5,000
Management consulting                                     11,179               --        11,179
Marketing                                                173,070              250       181,392
Miscellaneous                                              1,969              289        28,839
Salaries and contract labor                              282,281               --       322,342
Payroll taxes                                              5,202               --         6,303
Postage & freight                                            920              491         1,530
Printing                                                      --               --         1,288
Product abandonment loss                                 226,146               --       226,146
Legal and accounting                                      12,229           16,997        63,241
Research and development                                 814,171            9,600       866,127
Telephone                                                 18,072              572        22,362
Travel and entertainment                                  15,515               --        43,716
                                                    -------------  --------------- -------------

Total expense                                          1,714,132           99,904     2,066,252
                                                    -------------  --------------- -------------

Net loss                                             ($1,713,837)        ($99,858)  ($2,062,788)
                                                    =============  =============== =============

Earnings per share:
     Basic                                                ($0.18)          ($0.03)       ($0.46)
                                                    =============  =============== =============

</TABLE>

                       See Notes to Financial Statements.

                                      F-3

<PAGE>

<TABLE>
<CAPTION>


                                Mind2Market, Inc.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
     AND THE PERIOD FROM FEBRUARY 15, 1996 (INCEPTION) TO DECEMBER 31, 2000


                                                                                        PERIOD
                                                                                         FROM
                                                                                       FEBRUARY
                                                                                       15, 1996
                                                             YEAR ENDED             (inception) to
                                                   DECEMBER 31,      DECEMBER 31,    DECEMBER 31,
                                                 ---------------   --------------
                                                      2000              1999             2000
                                                 ---------------   ---------------- ----------------
<S>                                                 <C>                   <C>           <C>
CASH FLOWS FROM OPERATING
     ACTIVITIES:
Net loss                                            ($1,713,837)          ($99,858)     ($2,062,788)
Adjustments to reconcile net loss to net
     cash used by operating activities:
     Amortization                                        22,436             22,322           98,701
     Depreciation                                         8,340              8,216           23,217
     Common stock issued for interest                   110,000                             110,000
     Common stock issued for services                   180,667             51,240          236,057
     Changes in:
         Employee advances                               (1,000)                             (1,000)
         Inventory                                       17,807             (3,000)              --
         Prepaid loan costs
         Manufacturing and marketing
              rights                                    213,856                             213,856
         Accounts payable                               157,415            (17,854)         169,113
         Accrued Salaries                                26,431                 --           37,000
         Payroll taxes payable                            5,202                 --            8,753
                                                 ---------------   ---------------- ----------------

     Cash used by operating activities                 (972,683)           (38,934)      (1,167,091)

CASH FLOWS FROM INVESTING
     ACTIVITIES:
     Purchase of equipment                               (1,532)              (380)         (42,801)
                                                 ---------------   ---------------- ----------------

     Cash used by investing activities                   (1,532)              (380)         (42,801)

CASH FLOWS FROM FINANCING
     ACTIVITIES:
     Common stock issued for cash                        75,000             15,000          181,066
     Loans from stockholders                            898,747             17,301        1,029,693
                                                 ---------------   ---------------- ----------------

     Cash provided by financing activities              973,747             32,301        1,210,759
                                                 ---------------   ---------------- ----------------

INCREASE IN CASH                                           (468)            (7,013)             868

CASH, BEGINNING OF PERIOD                                 1,336              8,349               --
                                                 ---------------   ---------------- ----------------

CASH, END OF PERIOD                                        $868             $1,336             $868
                                                 ===============   ================ ================

Supplemental cash flow information:

     Common stock issued:
         Spin-off from Nelx, Inc.                                                          $187,500
                                                                                    ================
         Manufacturing and marketing rights              $2,374                            $125,000
                                                 ===============                    ================
         Services                                      $180,667            $51,240         $236,057
                                                 ===============   ================ ================
         Consideration for and settlement of
              loans and interest                       $200,695                            $250,695
                                                 ===============                    ================


</TABLE>

                       See Notes to Financial Statements.

                                      F-4

<PAGE>

<TABLE>
<CAPTION>


                                Mind2Market, Inc.
                          (A DEVELOPMENT STAGE COMPANY)
            STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
                     YEARS ENDED DECEMBER 31, 2000 AND 1999




                                                                                                      DEFICIT
                                                                                                    ACCUMULATED
                                                                                   ADDITIONAL         DURING
                                                                COMMON STOCK         PAID IN        DEVELOPMENT
                                                          -----------------------
                                                            SHARES       AMOUNT        CAPITAL         STAGE
                                                          -----------------------  ------------  ------------------
<S>                                                        <C>            <C>        <C>               <C>
Balance, January 1, 1999                                    3,226,600       $323      $457,392           ($249,093)
Issuance of common stock as
      consideration for services - $.41 per share             125,000         13        51,228                  --
Issuance of common stock for cash - $.50 per share          30,000.00       3.00     14,997.00                  --
Net loss                                                           --         --            --             (99,858)
                                                          ------------  ---------  ------------  ------------------

Balance, December 31, 1999                                  3,381,600        338       523,617            (348,951)

Issuance of common stock to
      acquire technology rights                            23,740,000      2,374            --                  --

Issuance of common stock to settle loans                      916,523         92       200,603                  --

Issuance of common stock for cash - $.25 per share            300,000         30        74,970                  --

Issuance of common stock to UINFO - $.25 per share            666,667         67       166,600                  --

Issuance of common stock as
      consideration for services - $.25 per share              25,000          3        12,498                  --
                                                                6,000          1         1,499

Net loss                                                           --         --            --          (1,713,837)
                                                          ------------  ---------  ------------  ------------------

Balance, December 31, 2000                                 29,035,790     $2,904      $979,787         ($2,062,788)
                                                          ============  =========  ============  ==================

</TABLE>

                       See Notes to Financial Statements.

                                      F-5

<PAGE>

                                Mind2Market, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
  Years ended December 31, 2000 and 1999, and the period from February 15, 1996
                        (inception) to December 31, 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 changed its name to Mind2Market, Inc.

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 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 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 H.
Jacobsen  as a Director  and  Secretary/Treasurer.  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.



                                       F-6

<PAGE>

                                Mind2Market, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
  Years ended December 31, 2000 and 1999, and the period from February 15, 1996
                        (inception) to December 31, 2000

The Old Technology:

Prior to the acquisition of the new technology, the Company was developing two
products that had been acquired from NELX and Radarfind, Inc. a Colorado
corporation. Because the direction of the Company will be primarily in
development of the new technology, the old technology was considered at least
temporarily abandoned, and the remaining inventory and unamortized cost of
manufacturing and marketing rights were written off as product abandonment loss.
Certain shares of the Company's common stock previously held in escrow for the
benefit of Radarfind's shareholders were released from escrow and distributed by
Radarfind to its shareholders.

In the event the Company ever completes development of these products, there is
a continuing obligation to pay royalties to Radarfind's shareholders in the
aggregate amount of $150,000 at $1.00 per unit sold, and an obligation to the
patent holder at a rate 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.

Technology license:
------------------

The technology license was recorded at par value of the common stock issued and
is being amortized over 14 years on the straight-line method.

Advertising:
-----------

All advertising costs are expensed when incurred.

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.

Revenue Recognition:
-------------------

Product Sales are sales of products and services. No product sales or services
rendered have been recorded to date. Future revenue will be recognized at the
time products are shipped or services are rendered. Accounts Receivable are
written off when deemed uncollectable.



                                       F-7

<PAGE>

                                Mind2Market, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
  Years ended December 31, 2000 and 1999, and the period from February 15, 1996
                        (inception) to December 31, 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.

Earnings per share:
------------------

Basic earnings per share is the amount of earnings for the period available to
each share of common stock outstanding during the period. Shares issued to UINFO
and held in escrow are excluded from the computation (See Note E). The number of
shares outstanding is computed based on a daily weighted average. The effect of
stock options is excluded because it is anti-dilutive.

The calculation of basic earnings per share is as follows:

<TABLE>
<CAPTION>

                                                                        Period From
                                                                        February 15,
                                                Year ended              1996 (inception)
                                                December 31,            to December 31,
                                          2000                 1999     2000
                                        -------              --------   ----------------
<S>                                     <C>                <C>          <C>
Net loss                                ($1,713,837)        ($99,858)   ($2,062,788)
                                        ============       ==========   ============
Weighted average shares outstanding       9,588,511        3,001,148      4,444,288
                                        ============       ==========   ============
Basic earnings (loss) per share              ($0.18)          ($0.03)        ($0.46)
                                        ============       ==========   ============

</TABLE>


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

                                       F-8

<PAGE>

                                Mind2Market, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
  Years ended December 31, 2000 and 1999, and the period from February 15, 1996
                        (inception) to December 31, 2000

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.

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

<TABLE>
<CAPTION>

                                                                                        DECEMBER 31
                                                                                2000                    1999
                                                                                ----                    ----
<S>                                                                             <C>                     <C>

Loans from principal stockholders, unsecured, non-interest bearing,
        payable at maturity, January 1, 2002                                    $     --                $ 80,947

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

Loans from related parties, unsecured, bearing interest at 10% per
        year, payable monthly over 30 years commencing April 1, 2001,
        convertible into common stock at $.25 per share at the option
        of the note holder.                                                      889,000
                                                                                ---------               ---------
                                                                                 889,000                 130,947

Less current maturities                                                           (3,660)                     --
                                                                                ---------               ---------
                                                                                $885,340                $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

                                       F-9

<PAGE>

                                Mind2Market, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
  Years ended December 31, 2000 and 1999, and the period from February 15, 1996
                        (inception) to December 31, 2000

year), and the resulting $50,000 was recorded as prepaid loan costs. During the
year ended December 31, 2000, the Company entered into settlements with the note
holders of both notes and issued a total of 916,523 shares of stock in
settlement of the loans. The balance of the prepaid interest was charged to
interest expense, and the additional consideration of $50,000 was also charged
to interest expense.

During the year ended December 31, 2000, certain officers and the Company's
principal shareholder, Global Network Media and a company with which the Company
has contracted to develop certain software each agreed to convert amounts due
them for salaries, temporary loans and contractual amounts due to long-term
notes payable as described above.

NOTE C - INCOME TAXES:
---------------------

The Company did not record any provision for federal and state income taxes
through December 31, 2000. The actual tax expense for each period differs from
"expected" tax expense (computed by applying the statutory U.S. federal
corporate tax rate of 34% to net loss before income taxes) as follows:

<TABLE>
<CAPTION>

                                                                                        Period
                                                                                        From
                                                                                        February
                                                                                        15, 1996
                                                        Year ended                      (Inception) to
                                                        December 31,                    December 31,
                                                2000                    1999            2000
                                                ----                    ----            ---------------
<S>                                             <C>                     <C>             <C>

Computer "expected" tax benefit                 $(582,705)              $(33,967)       $(698,072)
Change in valuation allowance for
        Deferred tax assets                       682,705                 33,967          698,072
                                                ----------              ---------       ----------
Net tax benefit                                 $       -               $      -        $       -
                                                ==========              =========       ===========

</TABLE>


At December 31, 2000 and 1999 deferred income tax assets result from federal and
state  net  operating  loss  carryforwards  in the  amounts  of  $2,053,153  and
$339,316,  respectively.  These loss  carryforwards  expire in  varying  amounts
through 2016. Net deferred tax asset consist of the following:

                                        December 31,            December 31,
                                        2000                    1999
                                        ------------            ------------
Net operating loss carryforwards        $ 698,072               $ 115,367
Less valuation allowance                 (698,072)               (115,367)
                                        ------------            ------------
Net deferred assets                     $       -               $       -
                                        ============            ============


                                      F-10

<PAGE>

                                Mind2Market, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
  Years ended December 31, 2000 and 1999, and the period from February 15, 1996
                        (inception) to December 31, 2000

In assessing the realizability of deferred tax assets, the Company considers
whether it is more likely than not that some or all of the deferred tax asset
will not be realized. The Company believes that sufficient uncertainty exists
regarding the realizability of the deferred tax assets such that valuation
allowances equal to the entire balance of the deferred tax assets are necessary.

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 loss for the period from February 15, 1996
(inception) to December 31, 2000 aggregating $2,062,788 and incurred a loss of
$1,713,837 for the year ended December 31, 2000. The Company has a deficiency in
assets at December 31, 2000 of $1,080,098. 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 has engaged the services of Capstone Select Capital Partners, LLC to
assist in obtaining equity or debt financing in the amount of $3,000,000 to
$9,000,000. The Company is also attempting to raise funds through other sources
that are excluded from the Capstone agreement. Management believes the financing
from Capstone and the other sources 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.

Global Network Media (GNM, which owns 4,917,900 shares or 17% of the Company's
stock) and Dynacor Systems, Inc (which owns 2,401,900 shares or 8% of the
Company's stock) provide certain services for the Company. During the year ended
December 31, 2000, GNM and Dynacor provided services aggregating $524,318, of
which $500,000 was converted into a note payable over 30 years (see Note B).

UINFO International, Inc., a Colorado company entered into an agreement with the
Company in October, 2000 to provide certain software development for the
Company. The agreement is to be completed in three phases, and calls for a total
of 2,000,000 shares of Company stock to be issued and held in escrow pending
completion of the contract. 666,667 of these shares were earned at the
completion of phase I, completed in December, 2000. In addition to the common
stock, UINFO is to be paid $1,500,000. Of this amount, $500,000 was earned at
the completion of phase I. UINFO agreed to convert this $350,000 of this amount
to a 30 year note (See Note B).
                                      F-11

<PAGE>

                                Mind2Market, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
  Years ended December 31, 2000 and 1999, and the period from February 15, 1996
                        (inception) to December 31, 2000

NOTE F: STOCK OPTIONS:
---------------------

During November, 2000 the Company granted to its CEO options to purchase 350,000
shares of its common  stock at the lesser of $1.00 or any lower per share  price
that the shares are  offered for  investment  through a 506D  private  placement
memorandum  until November 1, 2001. These options shall be exercisable for up to
three years from the date hereof.

The Company has adopted the disclosure only provisions of Statement of Financial
Accounting Standards No. 123 "Accounting for Stock-Based Compensation."
Accordingly, the Company continues to account for options using the intrinsic
value method prescribed in Accounting Principles Board Opinion No. 25.

Because the exercise price is not determinable, it is not possible to estimate
the fair value of the options.