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, 2002

                       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.)


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

                                 (303) 422-8127
                                 --------------


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 $.0001 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  No X

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

State issuer's revenues for its most recent fiscal year: $0

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, 2002:  $49,650  based upon a bid price of $.01 @
December 31, 2002.

Number of outstanding  shares of the  registrant's  common stock, as of December
31, 2002: 37,625,123.







<PAGE>





PART I                                                                     PAGE

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


PART II

     Item 5.   Market for Common Equity and Related Stockholder Matters        3
     Item 6.   Management's Discussion and Analysis or Plan of Operation       4
     Item 7.   Financial Statements                                            6
     Item 8.   Changes in and Disagreements With Accountants on Accounting     6
               and Financial Disclosure
     Item 8a.  Controls and Procedures                                         6


PART III

     Item 9.   Directors, Executive Officers, Promoters and Control Persons;
               Compliance with Section 16(a) of the Exchange Act               6
     Item 10.  Executive Compensation                                         10
     Item 11.  Security Ownership of Certain Beneficial Owners and Management 13
     Item 12.  Certain Relationships and Related Transactions                 16
     Item 13.  Exhibits and Reports on Form 8-K                               18
     Item 14.  Principal Accountant Fees and Services                         20

SIGNATURES                                                                    21


<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.

BUSINESS

As a new business direction and endeavor on August 19, 2000, the Company entered
into an  Agreement  to acquire  the rights to state of the art  technology  from
Global  Network  Media,  Inc.,  which  provides the  capability of marketing and
distributing  music  over  the  Internet,   while  at  the  same  time  offering
accountability  and copyright  protection.  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 is designed 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 was to used in conjunction with a Secured Internet
Media (SIM) Player, a proprietary technology for reading and playing the secured
data. The Company secured the exclusive development, manufacturing and licensing
rights from Global  Network  Media,  Inc.  for this system  based on  techniques
described  in and  protected by the four pending  patent  applications  owned by
James R. Clark.

The Company has been unable to develop and commmercialize the  technology and
its license agreement is in default.

Due to lack of funding, the Company ceased its efforts in 2002 to develop the
technology.

The Company had 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 had agreed to pay UINFO $1.5 million and to issue
2 million shares of stock to UINFO which stock has been issued. Under the
Agreement the Company would have exclusive rights to this software,

                                        1
<PAGE>



and  would  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.  Due to delays in  funding,  the Company has
issued  additional  shares  to  UINFO ( 3  million)  in lieu of some of the cash
payment,  but the  balance  of the  cash  payment  has  not  been  made  and the
development  contract is in default.  The company  does not intend to attempt to
continue with the UINFO arrangement.

(b) Client and Subsidiaries: None

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

 At year end the Company had no significant revenues, and no customers.

b) Client Services revenues - none

(3) BACKLOG OF ORDERS. None

(4) GOVERNMENT CONTRACTS. None

(5) COMPETITIVE CONDITIONS.

a) There were 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, IPOD and Microsoft.

(6) REGISTRANT  SPONSORED RESEARCH AND DEVELOPMENT.  The company will not incurr
development costs for the technology.

(7) COMPLIANCE WITH ENVIRONMENTAL LAWS AND REGULATIONS.

The operations of the Company are no longer  believed to be, in any  significant
material way, subject to local, state and federal laws and regulations governing
environmental quality and pollution controls. 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, 2002, the Company had three
part time officers, ; CEO, James R. Clark; and  Secretary/Treasurer,  Charles H.
Jacobson who devote minimal time to the Company.

ITEM 2. PROPERTIES
------------------
None
                                       2

<PAGE>


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 year 2003.

PART II

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

As of December  31,  2003,  there were 209  registered  holders of shares of the
outstanding  common stock of the Company.  The Company's common stock was traded
on the "Over-the-Counter"  Bulletin Board market from June 2001 under the symbol
MTMI  through  April 2002,  but is now traded in the Pink Sheets  (MTMI.PK).  No
dividends  have been paid to  shareholders  to date and no assurance can be made
that any dividends will ever be paid to shareholders.

                                       3
<PAGE>

Prices shown are closing prices without adjustments, interdealer markups,
commissions or discounts.


2001              High              Low
----              ----              ---

1st Quarter       No Quote Available
2nd Quarter       No Quote Available
3rd Quarter       .11               .10
4th Quarter       .35               .07


2002              High              Low
----              ----              ---

1st Quarter       .10               .03
2nd Quarter       .05               .02
3rd Quarter       .04               .02
4th Quarter       .04               .01



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 or operations at this time.

RESULTS OF OPERATIONS FOR YEAR ENDED DECEMBER 31, 2002 AS COMPARED TO PRIOR YEAR
2001.

     The Company had no revenues in year 2002 or 2001 and had no  revenues.  The
Company incurred increased expenses in 2002 as a result of attempting to develop
its  technology.  The  Company  accrued or expended  $424,155 in  administrative
expenses in 2002,  2001 expenses of  $2,951,551.  The Company  discontinued  its
efforts at technology development in 2002.

     The operating loss for 2002 was ($424,155) compared to ($2,951,551) in
2001.  The loss per share was ($.01) in 2002 and ($.10) in 2001.

     The trend of operating losses will continue at the current rate or a higher
rate as the Company attempts to commence any business.

                                       4


<PAGE>





LIQUIDITY

     The Company  expects  that its need for  liquidity  will  increase  for the
coming year to pay its debts. The Company will seek additional capital in order
to recapitalize.

      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.

     It has  accounts payable of $938,897 and $239,121 in accruals.

     The Company's current assets $176 at December 31, 2003, were exceeded by
its current liabilities, by ($2,835,424).

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

     As of December 31, 2002, the Company has notes payable to affiliates or
principals of the Company of $1,666,966.   It has other accounts payable of
$938,897 and $239,121 in accruals.

CAPITAL RESOURCES

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

     As of the date of the annual  report,  the Company had no  commitments  for
capital  expenditures other than debt obligations incurred.

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

      The Company has achieved no revenues to date. It has incurred negative
cash flow since inception and anticipates continued significant negative cash
flow.

     Need for Additional Financing. The Company does not have capital sufficient
to meet the Company's cash needs, or to carryout business,  including the costs
of  compliance  with  the  continuing  reports  requirements  of the  Securities
Exchange Act of 1934  estimated at $30,000.  The Company will have to seek loans
or equity  placements to cover all cash needs.  There is no assurance,  however,
that

                                       5
<PAGE>




without funds it will ultimately allow registrant to commence any business. If a
business 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.

No additional employees are planned for hiring unless capital can be achieved.
No additional asset purchases are planned.

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

None.

Item 8a Controls and Procedures
----------------------------------

Evaluation of Internal and Disclosure Controls
----------------------------------------------

     The  management  of the  company has  evaluated  the  effectiveness  of the
issuer's disclosure controls and procedures in August 2004 (evaluation date) and
have concluded that the disclosure controls and procedures were and are adequate
and effective based upon their evaluation as of the evaluation date.

     There were no significant  changes in internal controls or in other factors
that could  significantly  affect internal  controls  subsequent to December 31,
2002 up to the most recent evaluation of such,  including any corrective actions
with regard to significant deficiencies and material weaknesses.

PART III

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

DIRECTORS

(a) As of December 31, 2002,  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.

                                       6
<PAGE>


DIRECTORS



Name                          Age               Title
----                          ---
Charles Jacobson              76                Director

Douglas Deckert               52                Director

James Clark                   44                Director

Doug Webber                   56               Director


EXECUTIVE OFFICERS

At December 31, 2002, the executive officers of the Company were as follows:



NAME                       AGE      POSITION WITH COMPANY             TERM
----                      -----     ----------------------            -----
Doug Webber                56         President                       Annual

James R. Clark             44         Chairman of the Board
                                        & CEO                         Annual

Charles Jacobson           76         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.

                                       7
<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.

DOUGLAS F. WEBBER

Mr.  Webber  served as  President of M2M from 2001 until  December  2003 and was
appointed as a director.  Mr. Webber has 30 years experience in Sales, Marketing
and Corporate Management and has held several key executive positions during his
career.  Douglas  Webber was  elected to the Board of  Directors  in March 2002,
holds a Bachelor's  degree.  Mr.  Webber  joined M2M from Century 21 Real Estate
where he was Vice President of Corporate Development. He was responsible for new
business  development,  market strategy  creation and  implementation as well as
acquisitions  and mergers.  Mr. Webber was  instrumental  in creating  ancillary
incomes  streams  for both the  agents  and the  corporation.  Prior to  joining
Century 21 Mr. Webber was President  and Chief  Executive  Officer of Strathmore
Investments,  a  private  company  with  holdings  in real  estate,  retail  and
wholesale  sales  outlets  and  franchise  businesses.  Mr.  Webber  also has an
extensive  background in distribution having served as Product Marketing Manager
for Pioneer  Standard  Electronics,  a national  distributor of electronics  and
computer hardware. Mr. Webber was in charge of sales, marketing and distribution
for  Digital   Equipment  Corp.,   Intel,  HP,  Compaq  and  several   component
manufacturers.



                                       8

<PAGE>




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 was 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 persons for election to the board of
directors was neither independently made nor negotiated at arm's length.

                                       9
<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 2002 and 2001, for services in all
capacities to the Company during the two fiscal years ended December 31, 2002.



                               ANNUAL COMPENSATION
                      -------------------------------------
                                                             OTHER     LONG-TERM
                                                             ANNUAL    AWARDS OF
NAME AND                            SALARY       BONUS    COMPENSATION   OPTIONS
PRINCIPAL POSITION       YEAR         ($)         ($)         ($)       (# SHS)
------------------   --------   -----------    ----------  ----------- ---------

Douglas F. Webber        2002     20,000**
  President              2001     64,000**         0            0      1,125,000
(resigned 2003)

James R. Clark           2002     40,000           0            0        350,000
 Chairman & CEO          2001     96,000*          0            0      3,000,000

Charles Jacobson         2002     150,000*         0            0          0
  Secretary/Treasurer    2001     60,000           0            0        500,000

Officers as a group      2002     210,000          0            0        350,000
                         2001     220,000          0            0      4,625,000

     * Only a portion of these salaries were actually paid...a large portion was
accrued and converted into long term notes.

** Mr. Webber claims additional compensation due for such periods.

 (b) Directors' Compensation

There is no awards committee for the Company at this time.


                                       10
<PAGE>







<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)
- ----------------------------------------------------------------------------------------------------------------


Charles        2002         0      0         0         0              0                   0         0
 Jacobson      2001         0      0         0         0              0                   0         0
Director

James Clark    2002         0      0         0         0              0                   0         0
Director       2001         0      0         0         0              0                   0         0

Douglas        2002         0      0         0         0              0                   0         0
 Deckert       2001         0      0         0         0              0                   0         0
Director

Douglas        2002         0      0         0         0              0                   0         0
 Webber        2001         0      0         0         0              0                   0         0
Director


</TABLE>

* Excludes compensation accrued or paid for services as an officer.

EMPLOYMENT AGREEMENTS

No ongoing employment agreements exist as of this date.

                                       11
<PAGE>




Options & Warrants

Options were authorized and issued in 2001 pursuant to Board Action as shown
below.
<TABLE>
<CAPTION>
<S>                   <C>          <C>               <C>           <C>            <C>

                   Summary of Outstanding Options Issued During 2001

                       Award
Issued To              Date          Amount/Price    Term         Effective Date        Comments
---------              ----          ------------    ----         --------------        ---------

Doug Webber           05-18-01       250,000 @ $0.25 2 yrs         immediately    Upon employment contract signature
                      09-01-01        62,500 @ $0.25 2 yrs         immediately    (Options for a total of 500,000 shares
                      12-01-01        62,500 @ $0.25 2 yrs         immediately     spread over 2 years, issued quarterly
                                                                                   as long as he continues as President
                                                                                   of the Company)
                      08-15-01       250,000 @ $0.10 3 yrs         immediately
                      12-03-01       500,000 @ $0.10 5 yrs         immediately

     Total                         1,125,000

Doug Deckert          08-15-01       250,000 @ $0.10 3 yrs         immediately
                      12-03-01     1,000,000 @ $0.10 5 yrs         immediately

     Total                         1,250,000

James Clark           08-15-01     1,000,000 @ $0.10 3 yrs         immediately
                      12-03-01     2,000,000 @ $0.10 5 yrs         immediately

     Total                         3,000,000

DynaCor Systems       08-15-01     2,000,000 @ $0.10 3 yrs         immediately
                      12-03-01     2,000,000 @ $0.10 5 yrs         immediately

     Total                         4,000,000

Global Network        12-03-01     2,000,000 @ $0.10 5 yrs         immediately

Media
     Total                         2,000,000

Chuck Jacobson        12-03-01       500,000 @ $0.10 5 yrs         immediately


     Total                           500,000

Ron Powell            10-17-01       250,000 @ $2.00 3 yrs         immediately

     Total                           250,000

Mike Novak            12-03-01       500,000 @ $0.10 5 yrs          immediately


     Total                           500,000
</TABLE>

                                       12

<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, 2002, 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 December 31, 2002, 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        of Beneficial               Amount of    Percent Ownership
   Class        Owner                     Beneficial       of
                                           Interest      Equity(1)
---------  ----------------------------  ------------  -----------
Common     James R. Clark*               11,313,628      30%

Common     H. Arthur Langer &**          11,523,928      30%
           Gloria G. Langer

Common     Global Network Media, Inc.     4,681,828      13%

Common     DynaCor Systems, Inc.          2,401,900      6.3%


(1) With respect to the common stock, percentages shown are based upon
37,625,123 shares of common stock actually outstanding as of December 31, 2002.

* Includes 4,681,828 shares owned by Global Network Media, Inc., and 2,401,900
shares owned by DynaCor Systems, Inc., both 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 4,681,828 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 4,030,000 shares owned by Langer Family Living Trust for
which Art and Gloria Langer are trustees; includes 300,000 shares in Retirement
Accounts, Inc., IRA FBO H. Arthur Langer; includes 110,000 shares owned by minor
daughter.

As indicated above, a number of options were issued by the Board of Directors in
the year 2002. 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, would have been the beneficial owner as of December 31, 2002, of
more

                                       13
<PAGE>



than 5% of the outstanding voting shares of the Company, if all the options
issued in 2002 that were exercisable were indeed exercised (although none were).
Unless otherwise noted, the owner has sole voting and dispositive power with
respect to the securities.

Beneficial  Ownership of Common Stock  constituting  Five Percent or over if All
Options Outstanding in 2002 had been Exercised

      (Resulting Total Outstanding Shares Would Have Been 50,600,123 Shares)

   Title    Name and Address of Beneficial  Amount of      Percent
    of               Owner                 Beneficial       of
   Class                                    Interest      Equity(1)
---------  ----------------------------  ------------  -----------
Common     James R. Clark*               20,663,628      40%

Common     H. Arthur Langer &**          17,523,928      34%
           Gloria G. Langer

Common     Global Network Media, Inc.     6,681,828      14%

Common     DynaCor Systems, Inc.          6,401,900      12.6%


(1) With respect to the common stock, percentages shown are based upon
50,600,123 shares of common stock that would have been outstanding as of
December 31, 2002, if all the options issued in 2001 had been exercised.

* Includes 6,681,828 shares that would have been owned by Global Network Media,
Inc., and 6,401,900 shares that would have been owned by DynaCor Systems, Inc.,
both 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 6,681,828 shares that would have been owned by Global Network Media,
Inc. and 6,401,900 shares that would have been owned by DynaCor Systems, Inc.
for which both Art and Gloria Langer serve as Directors; includes 4,030,000
shares owned by Langer Family Living Trust for which Art and Gloria Langer are
trustees; includes 300,000 shares in Retirement Accounts, Inc., IRA FBO H.
Arthur Langer; includes 110,000 shares owned by minor daughter.


 (b) The following table sets forth as of December 31, 2002, 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.

                                       14

<PAGE>

                 Beneficial Ownership of Officers and Directors


      Title       Name of                             Amount and        Percent
        of        Beneficial                          Nature of         of
      Class       Owner                               Beneficial        Equity
      -----       -----                               Ownership         -------
                                                      ---------
Common Stock    James R. Clark, Chairman & CEO         11,313,628        30%*

Common Stock    Charles Jacobson, Secretary/Treasurer   5,882,728        15.6%*
                    & Director

Common Stock    Douglas Deckert, Director               5,402,428        15%*

Common Stock    Douglas Webber, Director                   61,250          .16%

                                                           --------------------
                Officers and Directors as a Group      22,660,034        61%



* James Clark, Charles H. Jacobson, and Doug Deckert are all Directors of Global
Network Media, Inc., which owns 4,681,828 shares (13%) included in each of their
beneficial ownership amounts. James Clark is also a Director of DynaCor Systems,
Inc., which owns 2,401,900 shares that are included in his beneficial amount.

The following table sets forth as of December 31, 2002, the beneficial ownership
of the Company's voting shares by all current directors and executive officers
of the Company as a group if all the options outstanding in 2002 that were
exercisable were indeed exercised (although none were). Unless otherwise
indicated, each person listed below has sole voting and investment power over
all shares that would have been beneficially owned by him.

Beneficial Ownership of Officers and Directors if All Options Outstanding had
Been Exercised in 2002.

    (Resulting Total Outstanding Shares Would Have Been 50,600,123 Shares)


      Title       Name of                             Amount and        Percent
        of        Beneficial                          Nature of         of
      Class       Owner                               Beneficial        Equity
      -----       -----                               Ownership         -------
                                                      ---------
Common Stock    James R. Clark, Chairman & CEO         20,663,628        40%*
                                and Director

Common Stock    Douglas F. Webber,  President           1,186,250        2.3%
                                 and Director

Common Stock    Charles Jacobson, Secretary/Treasurer   8,382,728        16.5%*
                    & Director

Common Stock    Douglas Deckert, Director               8,652,428        17%*

Common Stock    Douglas Webber - Director                  61,250         .16%

                                                           --------------------
                Officers and Directors as a Group      38,946,284        76.9%



                                       15
<PAGE>




* James Clark, Charles H. Jacobson, and Doug Deckert are all Directors of Global
Network Media, Inc., which would have owned 6,681,828 shares  had all the
options issued in 2002 been exercised and those shares are included in each of
their beneficial ownership amounts. James Clark is also a Director of DynaCor
Systems, Inc., which would have owned 6,401,900 shares  had all the options
issued in 2002 been exercised and those shares are also included in his
beneficial ownership amount.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


Global Network Media (GNM,  which owns 4,681,828  shares or 13% of the Company's
stock) and  Dynacor  Systems,  Inc  (which  owns  2,401,900  shares or 7% of the
Company's stock) provided  certain services for the Company in the past.  During
the years ended  December 31, 2001 and 2002, GNM and Dynacor  provided  services
aggregating $1,648,449,  of which all has been converted into notes payable over
30 years. No services were billed after 2002.

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  was 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 was 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. In 2001,  pursuant to Board action, M2M issued to UINFO a total of
3.0 million shares of M2M S8 stock in lieu of additional  payments due to it, in
two  separate  installments  of 1.5  million  shares  each.  After  the  initial
installment was issued, UINFO sold the first 1.5 million shares of this stock in
a private transaction. The UINFO agreement is in default by the Company.

                                       16
<PAGE>



Options & Warrants

Options were authorized and issued in 2001 pursuant to Board Action as shown
below.

                  Options Issued During 2001 to Related Parties

<TABLE>
<CAPTION>
<S>                   <C>          <C>               <C>           <C>            <C>


                       Award
Issued To              Date          Amount/Price    Term         Effective Date        Comments
---------              ----          ------------    ----         --------------        ---------

Doug Webber           05-18-01       250,000 @ $0.25 2 yrs         immediately    Upon employment contract signature (Options for a
                      09-01-01        62,500 @ $0.25 2 yrs         immediately    total of 500,000 shares spread over 2 years,
                      12-01-01        62,500 @ $0.25 2 yrs         immediately    issued quarterly as long as he continues as
                                                                                  President of the Company)

                      08-15-01       250,000 @ $0.10 3 yrs         immediately
                      12-03-01       500,000 @ $0.10 5 yrs         immediately

Doug Deckert          08-15-01       250,000 @ $0.10 3 yrs         immediately
                      12-03-01     1,000,000 @ $0.10 5 yrs         immediately

James Clark           08-15-01     1,000,000 @ $0.10 3 yrs         immediately
                      12-03-01     2,000,000 @ $0.10 5 yrs         immediately

DynaCor Systems       08-15-01     2,000,000 @ $0.10 3 yrs         immediately
                      12-03-01     2,000,000 @ $0.10 5 yrs         immediately

Global Network        12-03-01     2,000,000 @ $0.10 5 yrs         immediately
Media

Chuck Jacobson        12-03-01       500,000 @ $0.10 5 yrs         immediately


Ron Powell            10-17-01       250,000 @ $2.00 3 yrs         immediately

Mike Novak            12-03-01       500,000 @ $0.10 5 yrs         immediately

No options were issued in 2002 or 2003.

</TABLE>

                                       17
<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, 2002 are filed as part of
this report.

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

Independent Auditor's Report for years ended
December 31, 2002                                                     F-1

Consolidated Balance Sheet at end of December 31, 2002                F-2

Consolidated Statement of Operations at end of December 31, 2002      F-3

Consolidated Statement of Cash Flows at end of December 31, 2002      F-4

Consolidated Statement of Stockholders' Equity at end of
December 31, 2002                                                     F-5

Notes to the Consolidated Financial Statements                        F-6-F-8

                                       18
<PAGE>




                                                                            Page


Cover Page

Independent Auditor's Report for years ended
December 31, 2001                                                     F-9

Consolidated Balance Sheet at end of December 31, 2001                F-10

Consolidated Statement of Operations at end of December 31, 2001      F-11

Consolidated Statement of Cash Flows at end of December 31, 2001      F-12

Consolidated Statement of Stockholders' Equity at end of
December 31, 2001                                                     F-13

Notes to the Consolidated Financial Statements                        F-14-F-21


     (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, 2002.
(incorporated by reference):

               None

                                       19
<PAGE>

Item 14. Principal Accountant Fees and Services
- -------------------------------------------------------
General.  Michael Johnson & Co., LLC, CPAs ("MJC") is the Company's principal
auditing accountant firm. The Company's Board of Directors has considered
whether the provisions of audit services is compatible with maintaining MJC's
independence.

     Audit  Fees.  In 2004 MJC was  retained  by the  Company  at $5,000 for the
following professional services:  audit of the annual financial statement of the
Company for the fiscal year ended  December  31, 2002  and review of the
interim  financial  statements  included in quarterly reports on Form 10-QSB for
the periods ended March 31, 2002,  June 30, 2002 and September 30, 2002. MJC has
billed the Company $2,500 for the 2002 audit and $2,500 for 2003 audit and is
expected to bill an additional $5,000.

         There were no audit related fees in 2002 or 2001. There were no tax
fees or other fees in 2002 or 2001 paid to any Auditors or Auditors affiliates.

     Van Dorn & Bossi,  prior  auditors,  accrued $11,000 for audit fees in 2002
for the 2001 audit but were not paid.

         The Company's Board acts as the audit committee and had no
"pre-approval policies and procedures" in effect for the auditors' engagement
for the audit year 2002.

         All audit work was performed by the auditors' full time employees.



                                       20


<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: August 26, 2004
MIND2MARKET, INC.

by:/s/James Clark, CEO
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:  August 26, 2004

/s/James R. Clark, Chairman & CEO
------------------------
James R. Clark, Chairman & CEO

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

/s/ Douglas Deckert, Director
------------------------
Douglas Deckert, Director




                                       21


<PAGE>

                                MIND2MARKET, INC.


                              FINANCIAL STATEMENTS

                                December 31, 2002





<PAGE>


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

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



                          INDEPENDENT AUDITOR'S REPORT


Board of Directors
Mind2Market, Inc.
Denver, CO


We have audited the accompanying consolidated balance sheets of Mind2Market,
Inc., as of December 31, 2002, and the related statements of operations,
stockholders' equity, and cash flows for the years then ended. 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 auditing standards generally accepted
in the United States of America and in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. 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, 2002, and the results of their operations and their cash flows for
the years ended December 31, 2002, in conformity with accounting principles
generally accepted in the United States of America.

The financial statements for the year ended December 31,2001 were audited by
other accountants, whose report, dated May 22, 2002, expressed an unqualified
opinion on those statements. They have not performed any auditing procedures
since that date.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 3 to the
financial statements, conditions exist which raise substantial doubt about the
Company's ability to continue as a going concern unless it is able to generate
sufficient cash flows to meet its obligations and sustain its operation. The
Company lost $5,438,494 from operations through December 31, 2002. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


Denver, Colorado
August 20, 2004
/s/Michael Johnson & Co., LLC

                                      F-1

<PAGE>
<TABLE>
<CAPTION>


                               MIND2MARKET, INC.
                                 Balance Sheet
                                  December 31,
<S>                                                                                        <C>


                                                                                                2002
                                                                                           ---------------

ASSETS;
Current Assets:
    Cash                                                                                            $ 176
    Accounts Receivable                                                                             8,400
                                                                                           ---------------

        Total Current Assets                                                                        8,576
                                                                                           ---------------

Fixed Assets:
     Computers & Equipment                                                                        141,446
     Less Accumulated Depreciation                                                               (140,143)
                                                                                           ---------------

          Total Fixed Assets                                                                        1,303
                                                                                           ---------------

Other Assets:
     Patents                                                                                       69,319
     Less Accumulated Amortization                                                                 (1,909)
                                                                                           ---------------

          Total Other Assets                                                                       67,410
                                                                                           ---------------

TOTAL ASSETS                                                                                     $ 77,289
                                                                                           ===============


LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
    Accounts Payable                                                                             $938,897
    Accruals                                                                                      239,121
    Notes Payable                                                                               1,666,966
                                                                                           ---------------

        Total Current Liabilities                                                               2,844,984
                                                                                           ---------------

 Stockholders Equity:
    Preferred Stock, $.10 par value, 5,000,000 shares authorized                                        -
       None issued.
    Common stock, $.0001 par value, 50,000,000 shares authorized                                    3,763
        37,625,123 shares issued and outstanding 2002
        and 34,866,457 shares issued and outstanding in 2001
    Additional Paid-In Capital                                                                  2,667,036
    Accumulated deficit                                                                        (5,438,494)
                                                                                           ---------------

        Total Stockholders' Equity                                                             (2,767,695)
                                                                                           ---------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                                         $ 77,289
                                                                                           ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                      F-2

<PAGE>
<TABLE>
<CAPTION>


                               MIND2MARKET, INC.
                            Statement of Operations
                        For the Year Ended December 31,

<S>                                                              <C>


                                                                      2002
                                                                 ----------------

Revenue:
    Sales                                                                    $ -
                                                                 ----------------

Total Income                                                                   -
                                                                 ----------------

Operating Expenses:
     Administrative Expenses                                            (424,155)
                                                                 ----------------

Total Expenses                                                          (424,155)
                                                                 ----------------

Net Loss From Operations                                                 424,155
                                                                 ----------------

Per Share Information:

     Weighted average number
     of common shares outstanding                                     37,265,123
                                                                 ----------------

Net Loss per common share                                                $ (0.01)
                                                                 ================

</TABLE>
The accompanying notes are an integral part of these financial statements.

                                      F-3

<PAGE>
<TABLE>
<CAPTION>


                               MIND2MARKET, INC.
                         Stockholders' Equity (Deficit)
                               December 31, 2002


                                                   COMMON STOCKS                  Additional                               Total
                                                                                   Paid-In             Accumulated     Stockholders'
                                            # of Shares         Amount             Capital               Deficit           Equity

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

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

Issuance of stock for cash                        532,000              53              132,947                     -         33,000
Issuance of stock for services                    666,667              67              166,600                     -        166,667
Issuance of stock for UINFO                     3,000,000             300              749,700                     -        750,000
Fair Value of Options                                   -               -               83,008                     -         83,008
Issuance of stock for services                  1,632,000             163              417,337                     -        417,500
Net Loss for Year                                       -               -                    -            (2,951,551)    (2,951,551)
                                               ----------         -------           ----------           -----------    ------------
Balance - December 31, 2001                    34,866,457           3,487            2,529,379            (5,014,339)    (2,481,473)
                                               ----------         -------           ----------           -----------    ------------
Issuance of stock for cash                        550,000              55               27,445                     -         27,500
Issuance of stock for services                  1,600,000             160               79,840                     -         80,000
Issuance of stock for services                    608,666              61               30,372                     -         30,433
Net Loss for Year                                       -               -                    -              (424,155)      (424,155)
                                               ----------         -------           ----------           -----------    ------------
Balance - December 31, 2002                    37,625,123         $ 3,763           $2,667,036           $(5,438,494)   $(2,767,695)
                                               ==========         =======           ==========           ===========    ============
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                      F-4

<PAGE>
<TABLE>
<CAPTION>


                               MIND2MARKET, INC.
                             Statement of Cash Flow
                        For the Year Ended December, 31

                                Indirect Method

<S>                                                                                                     <C>

                                                                                                             2002
                                                                                                        -----------------

Cash Flows from Operating Activities:

     Net (Loss)                                                                                                $ (424,155)
     Stock Issued for services                                                                                    110,433
     Depreciation & Amortization                                                                                    9,722
     Adjustments to reconcile net loss to cash used
        by operating activities
     (Increase) in accounts receivable                                                                             (6,900)
     (Decrease) in accounts payable and accrued expenses                                                         (696,739)
                                                                                                        -----------------

Net Cash Used by Operating Activities                                                                          (1,007,639)
                                                                                                        -----------------


Cash Flows from Financing Activities:

     Proceeds from stock issuance                                                                                  27,500
     Proceeds from Notes Payable                                                                                  978,815
                                                                                                        -----------------

Net Cash Provided by Financing Activities                                                                       1,006,315
                                                                                                        -----------------

Net Increase in Cash & Cash Equivalents                                                                            (1,324)

Beginning Cash & Cash Equivalents                                                                                   1,500
                                                                                                        -----------------

Ending Cash & Cash Equivalents                                                                                      $ 176
                                                                                                        =================


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Cash paid for Interest                                                                                           $ -
                                                                                                        =================
     Cash paid for Income Taxes                                                                                       $ -
                                                                                                        =================

NON-CASH TRANSACTIONS
    Stock issued for services                                                                                   $ 110,433
                                                                                                        =================
</TABLE>
The accompanying notes are an integral part of these financial statements

                                      F-5

<PAGE>


                                MIND2MARKET, INC.
                          Notes to Financial Statements
                                December 31, 2002


Note 1 - Organization and Summary of Significant Accounting Policies:
         ------------------------------------------------------------

Organization:

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. New management was appointed The new
management intends to develop M2M into a service company that will enable
vendors to market their products over the Internet with proper controls and
accountability. The Company's fiscal year is December 31.

Basis of Accounting:

The accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with generally accepted accounting principles..

Cash and Cash Equivalents:
-------------------------

The Company considers all highly liquid debt instruments, purchased with an
original maturity of three months or less, to be cash equivalents.

Use of Estimates:

The preparation of financial statements, in conformity with generally accepted
accounting principles, 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 revenue and expenses during the reporting period. Actual
results could differ from those estimates.

Net Loss Per Share:

Net loss per share is based on the weighted average number of common shares and
common shares equivalents outstanding during the period.

Property and Equipment

Equipment and property are capitalized at acquisition cost and depreciated
utilizing the straight-line method over its estimated useful life. Maintenance,
repairs and minor renews are charged to operations as incurred. Patents are
capitalized at acquisition cost and amortized over 7 years using the
straight-line method.

Other Comprehensive Income

The Company has no material components of other comprehensive income (loss), and
accordingly, net loss is equal to comprehensive loss in all periods.

                                      F-6


<PAGE>



                                MIND2MARKET, INC.
                          Notes to Financial Statements
                                December 31, 2002


Note 2 - Federal Income Taxes:

The Company has made no provision for income taxes because there have been no
operations to date causing income for financial statements or tax purposes.

The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards Number 109 ("SFAS 109"). "Accounting for Income
Taxes", which requires a change from the deferred method to the asset and
liability method of accounting for income taxes. Under the asset and liability
method, deferred income taxes are recognized for the tax consequences of
"temporary differences" by applying enacted statutory tax rates applicable to
future years to differences between the financial statement carrying amounts and
the tax basis of existing assets and liabilities.

Deferred tax assets
         Net operating loss carryforwards                           $ 5,438,494
         Valuation allowance                                         (5,438,494)
                                                                   -------------
         Net deferred tax assets                                    $         0
                                                                   =============

At December 31, 2003, the Company had net operating loss carryforwards of
approximately $5,438,494 for federal income tax purposes. These carryforwards if
not utilized to offset taxable income will begin to expire in 2010.

Note 3 - Going Concern:

The Company's financial statements have been prepared on the basis that it is a
going concern, which contemplated the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company's current
liabilities exceed the current assets by $2,8326,408.

The Company has not earned any revenue from operations in 2003. The Company's
ability to continue as a going concern is dependent upon its ability to develop
additional sources of capital to achieve profitable operations. The accompanying
financial statements do not include any adjustments that might result from the
outcome of these uncertainties. Management is seeking new capital to revitalize
the Company.

Note 4 - Capital Stock Transactions:

The authorized capital stock of the Company is 50,000,000 shares of common stock
at $.0001 par value and 5,000,000 shares of preferred stock at $.10 par value.
The Company issued 2,756,666 shares of common stock for cash and services in
2002.

Note 5 - Segment Information

Mind2Market,  Inc. operates primarily in a single operating segment, business-to
business internet applications.


                                      F-7

<PAGE>


                                MIND2MARKET, INC.
                          Notes to Financial Statements
                                December 31, 2002


Note 6 - Note Payable - Related Parties:

On December 31, 2002 the Company had the following Notes Payable:

         Note payable to GNM for payment of Consulting
         contract, bearing interest at 10%, due upon demand.       $    892,212

         Note payable to Dynacor for payment of Consulting
         contract, bearing interest at 10%, due upon demand.            464,000

         Note payable to Douglas Webber for payment of
         company debts, bearing interest at 10%, due upon demand.        67,000

         Note payable to James Clark for payment of company
         debts, bearing interest at 10%, due upon demand.               123,000

         Note payable to C.H. Jacobson for payment of company
         debts, bearing interest at 10%, due upon demand.                90,603

         Note payable to Ron Powell for payment of Consulting
         contract, bearing interest at 10%, due upon demand.             30,151
                                                                         ------

                                    Total Notes Payable              $1,666,966
                                                                     ==========

In the year 2002, Douglas Webber, C.H. Jacobson and James Clark paid Company
expenses and advanced the Company funds. These note holders are Officers of the
Company and considered to be related parties.

                                      F-8

<PAGE>
                                MIND2MARKET, INC.
                         (A Developmental Stage Company)




                              FINANCIAL STATEMENTS
                      For the Year Ended December 31, 2001





<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, 2001 and 2000, and the related
statements of operations, stockholders' equity (deficiency in assets) and cash
flows for the two years then ended and the period from February15, 1996
(inception) to December 31, 2001. 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
misstatement. 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, 2001 and 2000, and the results of its operations and cash flows for
the two years then ended and the period from February 15, 1996 (inception) to
December 31, 2001, 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, 2001 aggregating $4,931,331 and incurred a loss of
$2,868,553 for the year ended December 31, 2001. The Company has a deficiency in
assets at December 31, 2001 of $2,481,474. 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.



Certified Public Accountants

/s/Van Dorn & Bossi
Boulder, Colorado
May 22, 2002
                                       F-9






<PAGE>


<TABLE>
<CAPTION>
<S>                                                           <C>              <C>

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

                                                                DECEMBER 31,          DECEMBER 31,
                                                                   2001             2000
-----------------------------------------------------------------------------------------------
                                            ASSETS
CURRENT ASSETS:
Cash in banks                                                         $1,500              $868
Employee advances                                                      1,500             1,000
                                                              ---------------  ----------------

            Total current assets                                       3,000             1,868

Equipment                                                             42,801            42,801
Less accumulated depreciation                                        (31,777)          (23,217)
                                                              ---------------  ----------------

            Net  equipment                                            11,024            19,584

Patents and manufacturing and marketing rights                        52,319             2,374
Less accumulated amortization                                         (1,909)              (57)
                                                              ---------------  ----------------

            Net patents and manufacturing and marketing rights        50,410             2,317
                                                              ---------------  ----------------

            Total assets                                             $64,434           $23,770
                                                              ===============  ================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
CURRENT LIABILITIES:
Accounts payable                                                  $1,599,613          $169,114
Accrued interest payable                                             $37,074                 -
Accrued salaries                                                     195,000            37,000
Payroll taxes payable                                                 26,070             8,753
Current portion of long-term debt                                     14,605             3,660
                                                              ---------------  ----------------

            Total current liabilities                              1,872,361           218,527

Long-term debt (Note B)                                              673,546           885,340

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; 34,866,457 and
            29,035,790 shares                                          3,487             2,904
Additional paid in capital                                         2,529,379           979,786
Deficit accumulated during development stage                      (5,014,339)       (2,062,788)
                                                              ---------------  ----------------

            Total stockholders' equity (deficiency in assets)     (2,481,473)       (1,080,098)
                                                              ---------------  ----------------

            Total liabilities and stockholders' equity
                 (deficiency in assets)                              $64,434           $23,770
                                                              ===============  ================
</TABLE>

                       See Notes to Financial Statements.

                                      F-10

<PAGE>
<TABLE>
<CAPTION>
<S>                                                          <C>               <C>                <C>

                                Mind2Market, Inc.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000,
     AND THE PERIOD FROM FEBRUARY 15, 1996 (INCEPTION) TO DECEMBER 31, 2001


                                                                                                      PERIOD
                                                                                                       FROM
                                                                                                     FEBRUARY
                                                                                                     15, 1996
                                                                         YEAR ENDED               (inception) to
                                                               DECEMBER 31,      DECEMBER 31,             DECEMBER 31,
                                                             ----------------  -----------------
                                                                  2001               2000              2001
                                                             ----------------  -----------------  ---------------
REVENUES:
Other                                                                 $7,785               $295          $11,248

EXPENSES:
Amortization                                                           1,852             22,436          100,554
Automobile                                                             1,017                 --            1,216
Bank service charges                                                     549                177            1,719
Depreciation                                                           8,560              8,340           31,777
Directors' fees                                                           --             12,500           53,500
Interest expense                                                      39,424            110,000          149,424
Licenses                                                                  50                -75            5,050
Consulting                                                         1,055,736             11,179        1,066,915
Marketing                                                             90,218            173,070          271,610
Miscellaneous                                                          6,769              1,969           35,608
Salaries and contract labor                                          346,240            282,281          668,582
Payroll taxes                                                         17,316              5,202           23,619
Office expense                                                        10,014                              10,014
Postage & freight                                                      1,030                920            2,560
Printing                                                                  --                 --            1,288
Product abandonment loss                                                  --            226,146          226,146
Legal and accounting                                                  17,631             12,229           80,873
Research and development                                           1,316,245            814,171        2,182,372
Telephone                                                              6,759             18,072           29,121
Travel and entertainment                                              39,925             15,515           83,641
                                                             ----------------  -----------------  ---------------

Total expense                                                      2,959,335          1,714,132        5,025,587
                                                             ----------------  -----------------  ---------------

Net loss                                                         ($2,951,551)       ($1,713,837)     ($5,014,339)
                                                             ================  =================  ===============

Earnings per share:
     Basic                                                            ($0.10)            ($0.18)          ($0.54)
                                                             ================  =================  ===============
</TABLE>

                       See Notes to Financial Statements.
                                      F-11

<PAGE>
<TABLE>
<CAPTION>
<S>                                                      <C>           <C>       <C>           <C>

                                Mind2Market, Inc.
                          (A DEVELOPMENT STAGE COMPANY)
            STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
                     YEARS ENDED DECEMBER 31, 2001 AND 2000




                                                                                                   DEFICIT
                                                                                                 ACCUMULATED
                                                                                 ADDITIONAL         DURING
                                                               COMMON STOCK        PAID IN       DEVELOPMENT
                                                         ----------------------
                                                           SHARES      AMOUNT        CAPITAL        STAGE
                                                         ----------------------  ------------  -----------------

Balance, January 1, 2000                                   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 - $.50 per share              25,000         3        12,498                 --
     consideration for services - $.25 per share               6,000         1         1,499

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

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

Issuance of common stock for cash - $.25 per share           532,000        53       132,947                 --

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

Issuance of common stock to UINFO for debt - $.25 per      3,000,000       300       749,700                 --
 share
Fair value of options issued to related companies
     for services                                                                     83,008

Issuance of common stock as
     consideration for services - $.25 per share           1,632,000       163       417,337                 --

Net loss                                                          --        --            --         (2,951,551)
                                                         ------------  --------  ------------  -----------------

Balance, December 31, 2001                                34,866,457    $3,487    $2,529,379        ($5,014,339)

                                                         ============  ========  ============  =================

</TABLE>

                       See Notes to Financial Statements.
                                      F-12



<PAGE>
<TABLE>
<CAPTION>
<S>                                             <C>               <C>              <C>

                                        Mind2Market, Inc.
                                  (A DEVELOPMENT STAGE COMPANY)
                                     STATEMENT OF CASH FLOWS
                              YEARS ENDED DECEMBER 31, 2001 AND 2000
              AND THE PERIOD FROM FEBRUARY 15, 1996 (INCEPTION) TO DECEMBER 31, 2001


                                                                                       PERIOD
                                                                                        FROM
                                                                                      FEBRUARY
                                                                                      15, 1996
                                                            YEAR ENDED             (inception) to
                                                  DECEMBER 31,      DECEMBER 31,    DECEMBER 31,
                                                ---------------   ---------------  ----------------
                                                     2001              2000             2001
                                                ---------------   ---------------  ----------------
CASH FLOWS FROM OPERATING
     ACTIVITIES:
Net loss                                           ($2,951,551)      ($1,713,837)      ($5,014,339)
Adjustments to reconcile net loss to net
     cash used by operating activities:
     Amortization                                        1,852            22,436           100,553
     Depreciation                                        8,560             8,340            31,777
     Common stock issued for interest                                    110,000           110,000
     Common stock issued for services                  667,175           180,667           903,232
     Changes in:
         Employee advances                                (500)           (1,000)           (1,500)
         Inventory                                           -            17,807                 -
         Prepaid loan costs
         Manufacturing and marketing
              rights                                                     213,856           213,856
         Accounts payable                            1,867,572           157,415         2,036,685
         Accrued Salaries                              158,000            26,431           195,000
         Payroll taxes payable                          17,316             5,202            26,070
                                                ---------------   ---------------  ----------------

     Cash used by operating activities                (231,576)         (972,683)       (1,398,666)

CASH FLOWS FROM INVESTING
     ACTIVITIES:
     Increase in patents                               (49,945)                            (49,945)
     Purchase of equipment                                   -            (1,532)          (42,801)
                                                ---------------   ---------------  ----------------

     Cash used by investing activities                 (49,945)           (1,532)          (92,746)

CASH FLOWS FROM FINANCING
     ACTIVITIES:
     Common stock issued for cash                      133,000            75,000           314,066
     Loans from stockholders                           149,153           898,747         1,178,846
                                                ---------------   ---------------  ----------------

     Cash provided by financing activities             282,153           973,747         1,492,912
                                                ---------------   ---------------  ----------------

INCREASE IN CASH                                           631              (468)            1,500

CASH, BEGINNING OF PERIOD                                  868             1,336                --
                                                ---------------   ---------------  ----------------

CASH, END OF PERIOD                                     $1,500              $868            $1,500
                                                ===============   ===============  ================

Supplemental cash flow information:

     Common stock issued:
         Spin-off from Nelx, Inc.                                                         $187,500
                                                                                   ================
         Manufacturing and marketing rights                               $2,374          $127,375
                                                                  ===============  ================
         Services                                     $667,175          $180,667          $903,232
                                                ===============   ===============  ================
         Consideration for and settlement of
              loans and interest                                        $200,695          $250,695
                                                                  ===============  ================




</TABLE>

                                See Notes to Financial Statements.

                                               F-13



<PAGE>
                                Mind2Market, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements


 Years ended December 31, 2001 and 2000, and the period from February 15, 1996
                        (inception) to December 31, 2001

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:

During the year ended December 31, 2000, the Company 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
Jacobsen as a Director and secretary. The newly acquired license represents a
change in basic business focus of the Company.

The Acquired Technology:

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


                                       F-14

<PAGE>

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

  Years ended December 31, 2001 and 2000, and the period from February 15, 1996
                        (inception) to December 31, 2001


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 or its successors ever complete 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. In November, 2001, the Company granted a non-exclusive right to the
old technology to a company formed by Ron Powell (Survival Technology, Inc.)
under which Survival Technology purchased the inventory that had been written
off in the year ended December 31, 2000 in exchange for assumption of certain
accounts payable and an agreement to pay Mind2Market, Inc. a royalty of $.50 per
unit sold, and to assume the obligations to pay royalties to Radarfind's
shareholders and the original patent holder. The net gain on the transaction is
included in "Other revenues" in the amount of $7,725.

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.




                                       F-15
<PAGE>


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

  Years ended December 31, 2001 and 2000, and the period from February 15, 1996
                        (inception) to December 31, 2001


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
uncollectible.

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:


                                                                 Period from
                                                                 February 15,
                                      Year ended                1996 (inception)
                                      December 31,               to December 31,

                              2001                  2000                    2001
                              ----                  ----                    ----

Net loss                ($2,951,551)            ($1,713,837)        ($5,014,339)
                         ==========              ==========          ===========

Weighted average shares  29,663,665               9,588,511           9,278,885
outstanding              ==========              ==========          ===========

Basic earnings (loss)
per share                    ($0.10)                 ($0.18)             $(0.54)
                         ==========              ==========          ===========

Recent accounting pronouncements:

In 2001, the Financial  Accounting  Standards  Board (FASB) issued SFAS No. 141,
Business  Combinations and SFAS No 142,  Goodwill and Other  Intangible  Assets.
These  pronouncements  did  not  have  any  material  impact  on  the  financial
statements.


                                       F-16

<PAGE>

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

Years ended  December 31, 2001 and 2000,  and the period from  February 15, 1996
(inception) to December 31, 2001

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

NOTE B - LONG-TERM DEBT:
------------------------
Long-term debt consists of the following:

                                                       DECEMBER 31,
                                            ------------------------------------
                                            2001                            2000
                                            ----                            ----

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.                                    $ 688,151               $889,000
                                            ---------               --------
                                              688,151                889,000

Less current maturities                      (14,605)                 (3,660)
                                            ---------               ---------
                                            $ 673,546               $885,340
                                            =========               =========


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.


                                       F-17
<PAGE>

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

  Years ended December 31, 2001 and 2000, and the period from February 15, 1996
                        (inception) to December 31, 2001


NOTE C - INCOME TAXES:
The Company did not record any provision for federal and state income taxes
through December 31, 2001. 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:

                                                              15, 1996
                                         Year ended          (Inception) to
                                         December 31,         December 31,
                                   ---------------------------------------------
                                   2000            1999            2000
                                   ----            ----            ----
Computed "expected" tax benefit  $(975,305)     $(582,705)      $(1,676,653)
Change in valuation allowance
 for Deferred tax assets           975,305        582,705         1,676,653
                                 ---------      ---------       -----------

Net tax benefit                  $  -           $  -            $  -
                                 =========      =========       ===========

At December 31, 2001 and 2000 deferred income tax assets result from federal and
state net operating loss carryforwards in the amounts of 4,931,331 and
$2,053,153, respectively.  These loss carryforwards expire in varying amounts
through 2017.  Net deferred tax assets consist of the following:

                                           December 31,       December 31,
                                              2001               2000
                                              ----               ----
Net operating loss carryforwards           $1,676,653         $698,072
Less valuation allowance                   (1,676,653)        (698,072)
                                           -----------        --------
Net deferred assets                        $  -               $  -
                                           ===========        ========


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, 2001 aggregating ($5,014,339) and incurred a loss of
($2,951,551) for the year ended December 31, 2001.



                                      F-18
<PAGE>

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

  Years ended December 31, 2001 and 2000, and the period from February 15, 1996
                        (inception) to December 31, 2001


Company has a deficiency in assets at December 31, 2001 of $2,481,474. 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.

Substantially all the Company's liabilities are owed to parties related to the
Company, all of which are willing to wait for payment until the Company starts
generating revenues. The Company is attempting to raise funds in sufficient
amounts to enable commencement of operations. Management believes the needed
financing will be received in sufficient amounts 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:

Global Network Media (GNM, which owns 4,681,828 shares or 13% of the Company's
stock) and Dynacor Systems, Inc. (which owns 2,401,900 shares or 7% of the
Company's stock) provide certain services for the Company. During the year ended
December 31, 2000, GNM and Dynacor provided services aggregating $653,600.

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. During 2001, UINFO completed phase II and earned the second
$500,000 plus 666,667 shares of stock. The agreement with UINFO was extended and
an additional $2,000,000 in work was added to the contract. UINFO agreed to
convert $750,000 of the amount owed to 3,000.000 shares of common stock at a
price of $.25 per share, which was the price at which shares were being issued
at the date of the agreement to convert in July, 2001. In December, 2001, the
Company agreed to pay UINFO an additional $825,000 in cost overruns related
Phase I and II.

The Company has granted Dynacor options to purchase 4,000,000 shares of common
stock and GNM options to purchase 2,000,000 shares of common stock. (See Note
F).





                                      F-19
<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 President 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 granted to employees
using the intrinsic value method prescribed in Accounting Principles Board
Opinion No. 25.

During 2001, the Company adopted a stock option plan under which it may grant
options to employees and other entities to purchase common stock. The plan does
not have a specified ceiling on the number of share available for grant.

Under the plan, the exercise price of each option equals the market price of the
Company's stock on the date of grant. Options vest immediately upon grant and
expire in a maximum of 10 years. The fair value of each option grant is
estimated on the date of grant using the Black-Scholes option-pricing model with
the following weighted-average assumptions used: Dividend yield - none; expected
volatility of 2%; risk-free interest rate of 3% and weighted average expected
lives of 52 months.

The Company has granted options to two related companies - Dynacor and GNM (See
Note E) for 4,000,000 and 2,000,000 shares, respectively. The fair value of
these options at date of grant aggregated $83,008, and this amount has been
expensed.

If the Company accounted for options granted to employees under the fair value
based method of accounting, compensation expense would have increased by
$69,986, resulting in a net loss of $3,021,538.


                                      F-20

<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




Following is a reconciliation of changes in options granted during the year:

                                  Shares     Weighted  Shares Weighted
                                             Average          Average
                                             Exercise         Exercise
                                             Price            Price

Outstanding at beginning of year    350,000  $ 1.00      -      $  -
Granted                          12,625,000    0.12  350,000     1.00
Exercised                                -       -       -         -
Forfeited                                -       -       -         -
                                 -------------------------------------
Outstanding at end of year       12,975,000      -   350,000     1.00
                                 =====================================
Options exercisable at year-end  12,975,000          350,000
Weighted-average fair value of
 options granted during the year $     0.01          $  0.00

The following table summarizes information about fixed stock options outstanding
at December 31, 2001.


                         Options outstanding and exercisable
                         -----------------------------------
                          Number          Weighted-average
                       Outstanding          Remaining
Exercise Prices     at December 31, 2001   Contractual Life
---------------     --------------------   ----------------

$0.10               12,000,000             51 months
$0.25                  375,000             18 months
$1.00                  350,000             23 months
$2.00                  250,000             34 months
                    -----------
                    12,975,000
                    ===========

                                      F-21