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, 2004

                       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 X   No

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

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, 2004:  $17,000  based upon a bid price of $.001 @
December 31, 2004.

Number of outstanding  shares of the  registrant's  common stock, as of December
31, 2004: 39,625,123.


<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                                          9
     Item 11.  Security Ownership of Certain Beneficial Owners and Management 12
     Item 12.  Certain Relationships and Related Transactions                 13
     Item 13.  Exhibits and Reports on Form 8-K                               14
     Item 14.  Principal Accountant Fees and Services                         15

SIGNATURES                                                                    16


<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  was designed to securely  distribute any
digital  or  digitized  information.  Included  was 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 be used  in  conjunction  with a  Secured
Internet  Media (SIM) Player,  a 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.
(b) Parents 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 are a number of competitors in the music/digital download market all of
which have much larger capital availability and established businesses, and
operating technology when compared to the Company. MP3, IPOD and Microsoft.

(6) REGISTRANT SPONSORED RESEARCH AND DEVELOPMENT. The company has discontinued
development efforts.

(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, 2004, the Company had three
Officers,; CEO, James R. Clark; and  Secretary/Treasurer,  Charles H. Jacobson
who devote  minimal time to the Company.  The Company also relies on  consulting
and contract services for much of its development and administrative effort.

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

Certain matters were submitted to shareholders for approval in October 2004.

 In  October  2004,Shareholders  approved a  pro-rata  reverse  split of the
issued and outstanding common stock, by which each fifty shares would become one
share.  Fractional  shares  will be  rounded  up to the next  whole  share.  The
effective  date of the reverse  split will be April 18, 2005 with record date of
April 16, 2005.

PART II

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

As of December  31,  2004,  there were 215  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 traded in the Pink Sheets for most of 2004 under
symbol MTMI. It began trading on OTCBB again in fall of 2004. No dividends have
been  paid to  shareholders  to date  and no  assurance  can be  made  that  any
dividends will ever be paid to shareholders.

Shareholders holding a majority of the shares voting in person or by proxy voted
in favor of the proposals, thereby duly adopoting all of them.  The reverse
split and name change had not been effectuated @ year end 2004.

                                       3
<PAGE>

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

2003              High              Low
----              ----              ---

1st Quarter       No Quote Available
2nd Quarter       No Quote Available
3rd Quarter       .01               .01
4th Quarter       .01               .01

2004              High              Low
----              ----              ---

1st Quarter       .028              .005
2nd Quarter       .019              .004
3rd Quarter       .005              .001
4th Quarter       .01               .001


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, 2004 AS COMPARED TO PRIOR YEAR
2003.

     The  Company had no  revenues  in year 2004 or 2003.  The Company  incurred
limited expenses in 2004 since  operations were minimal.  The Company accrued or
expended  $10,077  in total  expenses  in 2004,  compared  to 2003  expenses  of
$143,946.

     The primary expenses in 2004 were accounting and administrative of $10,077,
as compared to the expenses 2003 of $143,946  which were primarily  interest on
loans. The  operating  loss for 2004 was  ($10,077)  compared to  ($143,946) in
2003. The operating loss per share was nominal in 2004 and ($.01) in 2003.

     The Company reached settlements with various debt holders in 2004 such that
a total of  $2,647,627  in debt was released and settled for $95,000 which money
was advanced by a shareholder and issuance of 2,000,000  shares of common stock.
This is treated as an extraordinary event, not as operating income.

     The trend of operating losses will continue at the current rate or a higher
rate as the Company seeks to develop a new business.

                                       4


<PAGE>





LIQUIDITY

     The Company  expects  that its need for  liquidity  will  increase  for the
coming year to pay its liabilities. No avenues are being pursued at this time to
acquire any funding.

      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 $215,935 and no accruals.

     The Company's current assets $383 at December 31, 2004, were exceeded by
its current liabilities, by $310,600.

     As of December 31, 2004, the Company has notes payable to  shareholders  or
of the Company of $95,000, due on demand.

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 within the next year The Company has no capital with which
to pay any expenses or debt.

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

      The Company has achieved no revenues to date.

     Need for Additional Financing. The Company does not have capital sufficient
to meet the Company's cash needs, or to 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 pursue any business.  The
Company's needs for additio5nal  financing are likely to increase  substantially
in the future for any business.

      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 as of December 31, 2004 (evaluation
date)  and have  concluded  that the  disclosure  controls  and  procedures  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,
2004 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 January 1, 2005,  the  following  persons are  currently  serving as
directors of the Company.  Certain  information  regarding  each director is set
forth below, including each individual's  principal occupation,  and the year in
which  the  individual  was  elected a  director  of the  Company  or one of its
predecessor  companies.  Prior directors terms expired December 31, 2004.

                                       6
<PAGE>


DIRECTORS



Name                          Age               Title       Term
----                          ---               -----       ----

Wesley Whiting                73                Director    Annual to 12/31/05

Redgie Green                  52                Director    Annual to 12/31/05

James Clark                   44                Director    Annual to 12/31/05




EXECUTIVE OFFICERS

At December 31, 2004, the executive officers of the Company were as follows:



NAME                       AGE      POSITION WITH COMPANY             TERM
----                      -----     ----------------------            -----

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

Redgie Green               52         Secretary/Treasurer             Annual

(As of January 1, 2005,  Redgie Green was appointed  Secretary/Treasurer  of the
Company.)

(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 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.

REDGIE  GREEN,  age 51,  Director,  has been  Secretary and Director of Dynadapt
Systems,  Inc.  since 1998.  Mr. Green has been co-owner and operator of Green's
B&R  Enterprises,  a wholesale  donut  baker  since 1983.  He has been an active
investor in small capital and high-tech  adventures  since 1987. Mr. Green was a
director of Colorado Gold & Silver,  Inc. in 2000. He was a director for Houston
Operating Company in late 2004 until December 2004.

WESLEY F. WHITING,  Director,  age 73. Mr. Whiting was President,  director, and
Secretary of Berge Exploration,  Inc.  (1978-88) and President,  Vice President,
and director of NELX, Inc.  (1994-1998),  and was Vice President and director of
Intermountain   Methane  Corporation   (1988-91),   and  President  of  Westwind
Production,  Inc.  (1997-1998).  He was a director of Kimbell deCar  Corporation
from 1998,  until 2000 and he has been  President  and a  director  of  Dynadapt
System,  Inc. since 1998. He was a Director of Colorado Gold & Silver, Inc. from
1999 to 2000. He was President and director of Business  Exchange  Holding Corp.
from 2000 to 2002 and Acquisition Lending,  Inc. (2000 to 2002). He was director
and Vice  President of Utilitec,  Inc, 1999 to 2002, and has been Vice President
and director of Agro Science,  Inc. since 2001. He was President and director of
Premium  Enterprises,  Inc.  From  October  2002 to December  31,  2002.  He was
appointed  Director and  Secretary of BSA  SatelLINK,  Inc. in 2002. He has been
President  and  Director of Fayber  Group,  Inc.  since  2003.  He has also been
Director of Life USA, Inc. since 2003.


(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.

                                      8
<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 2004, for services in all
capacities to the Company and its subsidiaries during the two fiscal years ended
December 31, 2004.



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



James R. Clark           2003     40,000(settled)  0            0   3,000,000**
 Chairman & CEO          2004     20,000           0            0          0

Charles Jacobson         2003     150,000(waived)  0            0          0
  Secretary/Treasurer    2004     0                0            0     500,000**

Officers as a group      2002     43,000           0            0      0
                         2004     20,000

     * Only a portion of these salaries were actually paid...a large portion
settled.


** Cancelled by executed releases.

 (b) Directors' Compensation

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


                                       9
<PAGE>







<TABLE>
<CAPTION>

                     SUMMARY COMPENSATION TABLE OF DIRECTORS *
                             (To December 31, 2004)

                        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        2003         0      0         0         0              0                   0         0
 Jacobson      2004         0      0         0         0              0                   0         0
Director**

James Clark    2003         0      0         0         0              0                   0         0
Director       2004         0      0         0         0              0                   0         0

Douglas        2003         0      0         0         0              0                   0         0
 Deckert       2004         0      0         0         0              0                   0         0
Director**

Douglas        2003         0      0         0         0              0                   0         0
 Webber        2004         0      0         0         0              0                   0         0
Director
(Resigned)

</TABLE>

* Excludes compensation accrued or paid for services as an officer.
**Term ended December 31, 2004

EMPLOYMENT AGREEMENTS

No ongoing employment agreements exist as of this date.

                                       10
<PAGE>




Options & Warrants

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

Note:  All of these  Options have been  adjusted  for the one for fifty  reverse
split effected  pursuant to  shareholders  vote,  but not completed  until April
2005.  The  Option  shares  have  been  divided  by 50 and  the  exercise  price
multiplied by 50.

                   Summary of Outstanding Options

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



Doug Deckert          12-03-01      20,000 @ $5.00 5 yrs           immediately

James Clark           12-03-01      40,000 @ $5.00 5 yrs           immediately


DynaCor Systems       12-03-01      40,000 @ $5.00 5 yrs           immediately


Global Network Media  12-03-01      40,000 @ $5.00 5 yrs           immediately

Chuck Jacobson        12-03-01      10,000 @ $5.00 5 yrs           immediately


Mike Novak            12-03-01      10,000 @ $5.00 5 yrs           immediately


Note:  Excepting  the Options to Mike  Novak,  the  Company  believes  the other
options were agreed to be cancelled by the holders


                                       11

<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, 2004, 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, 2004, 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(2)(3) Equity(1)
---------  ----------------------------  ------------  -----------
Common     James R. Clark*               11,313,628      28.5%

Common     H. Arthur Langer &**          11,523,928      28.5%
           Gloria G. Langer

Common     Global Network Media, Inc.     4,681,828      11.8%

Common     DynaCor Systems, Inc.          2,401,900      6%


(1) With respect to the common stock, percentages shown are based upon
39,625,123 shares of common stock actually outstanding as of December 31, 2004.

(2) Shares are shown before reverse split, one for fifty.

(3) Doesn not inclued Options which are subsequently being cancelled in 2005.

* 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.

 (b) The following table sets forth as of December 31, 2004, 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.

                                       12

<PAGE>

                 Beneficial Ownership of Officers and Directors
                 (including option shares, if any)at December 31, 2004

      Title       Name of                             Amount and       Percent
        of        Beneficial                          Nature of        of
      Class       Owner                               Beneficial       Equity(1)
      -----       -----                               Ownership(2)(3)   -------
                                                      ---------
Common Stock    James R. Clark, Chairman & CEO         11,313,628        28.5%*

Common Stock    Charles Jacobson, Secretary/Treasurer   5,882,728        14.8%*
(Term expired in 2004)   & Director

Common Stock    Douglas Deckert, Director               5,402,428        13.6%*
(Term expired in 2004)


                                                           --------------------
                Officers and Directors as a Group      22,598,784        56.9%
                at December 31, 2004

(1) With respect to the common stock, percentages shown are based upon
39,625,123 shares of common stock actually outstanding as of December 31, 2004.

(2) Shares are shown before reverse split, one for fifty.

(3) Does not include Options subsequently being cancelled in 2005.


* James Clark, Charles H. Jacobson, and Doug Deckert are all Directors of Global
Network Media,  Inc.,  which owns 4,681,828  shares (11.8%)  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.

Note: New Directors as of January 1, 2005 Wesley F. Whiting and Redgie Green
owned no shares of stock as of December, 2004, except that Wesley F. Whiting
owned 350,000 shares through Agro Science, Inc. or .8% of the Company.

New Directors as of January 1, 2005
-----------------------------------

Name of Beneficial Owner        Amount and Nature of   Percent of Equity
-----------------------         Beneficial Ownership   -----------------
                                --------------------
Wesley F. Whiting               350,000                 .8%
(Indirectly through
Agro Science, Inc.)

James R. Clark                  11,313,628              28.5%
(See * above)

Redgie Green                    0                       0

Officers and Directors          11,663,628              29.4%
as a group


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Doug Webber, former President and director, settled salary and Option claims for
payment of $10,000 and issuance of 1,000,000 shares of common stock.

                                       13
<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, 2004 are filed as part of
this report.

(1) Financial statements of Mind2Market, Inc.




                                                                      Page


Contents to Financial Statements

Independent Auditor's Report for years ended
December 31, 2003 and 2004                                            F-1

Consolidated Balance Sheet at end of December 31, 2004                F-2

Consolidated Statement of Operations at end of December 31, 2004      F-3

Consolidated Statement of Cash Flows at end of December 31, 2004      F-4

Consolidated Statement of Stockholders' Equity at end of
December 31, 2004                                                     F-5

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

     (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, 2004.
(incorporated by reference):

              8K Filed August 19, 2004

                                       14
<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, 2004 and 2003 and review of the
interim  financial  statements  included in quarterly reports on Form 10-QSB for
the periods ended March 31, 2004,  June 30, 2004 and September 30, 2004. MJC has
been paid an additional  $5,000 for the 2004 audits and for reviews of 2003/2004
Q's.

         There were no audit related fees in 2003 or 2004. There were no tax
fees or other fees in 2003 or 2004 paid to Auditors or Auditors affiliates.

         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 2003 and 2004.

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



                                       15


<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: April 14, 2005
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:  April 14, 2005

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

/s/Redgie Green, Secretary, Treasurer & Director
------------------------
Redgie Green, Secretary, Treasurer & Director

/s/ Weslely Whiting, Director
------------------------
Wesley Whiting, Director




                                       16
<PAGE>

                               MIND2MARKET, INC.
                         INDEX OF FINANCIAL STATEMENTS



                                                                          Pages

Auditors Report                                                              F-1

Balance Sheets                                                               F-2

Statements of Operations                                                     F-3

Statements of Changes in Stockholders Deficit                                F-4

Statements of Cash Flows                                                     F-5

Notes to Financial Statements                                          F-6 - F-8



<PAGE>

                                MIND2MARKET, INC.


                              FINANCIAL STATEMENTS

                                December 31, 2004





<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, 2004 and 2003, 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 audits "in accordance with standards of the Public Company
Accounting Oversight Board (United States)" as outlined in PCAOB Auditing
Standard No. 1.. 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 audits provide 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, 2004 and 2003, and the results of their operations and their cash
flows for the years ended December 31, 2004 and 2003, in conformity with
accounting principles generally accepted in the United States of America.

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 $2,934,813 from operations through December 31, 2004. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


Denver, Colorado
April 18, 2005
/s/Michael Johnson & Co., LLC

                                       F-1
<PAGE>
<TABLE>
<CAPTION>

                                  MIND2MARKET
                                Balance Sh3eets
                                  December 31,


<S>                                                                                    <C>                   <C>

                                                                                            2004                 2003
                                                                                       ----------------      --------------

ASSETS;
Current Assets:
    Cash                                                                                         $ 383                $ -
    Accounts Receivable                                                                              -                  -
                                                                                       ----------------      --------------

        Total Current Assets                                                                       383                  -
                                                                                       ----------------      --------------

Fixed Assets:
     Computers & Equipment                                                                     141,445            141,445
     Less Accumulated Depreciation                                                            (141,445)          (141,445)
                                                                                       ----------------      --------------

          Total Fixed Assets                                                                         -                  -
                                                                                       ----------------      --------------

Other Assets:
     Patents                                                                                    63,319             63,319
     Less Accumulated Amortization                                                             (16,781)           (16,781)
                                                                                       ----------------      --------------

          Total Other Assets                                                                    46,538             46,538
                                                                                       ----------------      --------------

TOTAL ASSETS                                                                                  $ 46,921           $ 46,538
                                                                                       ================      ==============


LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
    Accounts Payable                                                                         $ 215,935           $940,097
    Accruals                                                                                         -            369,633
    Notes Payable                                                                               95,000          1,648,449
                                                                                       ----------------      --------------

        Total Current Liabilties                                                               310,935          2,958,179
                                                                                       ----------------      --------------

 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              3,763
        37,625,123 shares issued and outstanding 2003 and 2002.
    Additional Paid-In Capital                                                               2,667,036          2,667,036
    Accumulated deficit                                                                     (2,934,813)        (5,582,440)
                                                                                       ----------------      --------------

        Total Stockholders' Equity                                                            (264,014)        (2,911,641)
                                                                                       ----------------      --------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                                      $ 46,921           $ 46,538
                                                                                       ================      ==============
</TABLE>

The accompanying notes are an intergral part of these financial statements.

                                      F-2

<PAGE>
<TABLE>
<CAPTION>


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

<S>                                                              <C>                   <C>




                                                                      2004                  2003
                                                                 ----------------      ----------------

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

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

Operating Expenses:
     Administrative Expenses                                              10,077               143,946
                                                                 ----------------      ----------------

Total Expenses                                                            10,077               143,946
                                                                 ----------------      ----------------

Other Expense/Income:
     Forgiveness of Debt                                               2,657,704                     -
                                                                 ----------------      ----------------

Total Other Expense/Income                                             2,657,704                     -
                                                                 ----------------      ----------------

Net Income/(Loss)                                                      2,647,627              (143,946)
                                                                 ----------------      ----------------

Per Share Information:

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

Net Loss per common share                                                $ 0.07                    (*)
                                                                 ================      ================

* Less than $.01
</TABLE>
The accompanying notes are an intergral part of these financial statements.

                                      F-3

<PAGE>
<TABLE>
<CAPTION>


                               MIND2MARKET, INC.
                         Stockholders' Equity (Deficit)
                               December 31, 2004

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

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

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

Issuance of stock for cash                        532,000              53              132,947                     -        133,000
Issuance of stock for services                    666,667              67              166,600                     -        166,667
Issuance of stock for UINFO                     3,000,000             300              749,700                     -        750,000
Fair Value of Options                                   -               -               83,008                     -         83,008
Issuance of stock for services                  1,632,000             163              417,337                     -        417,500
Net Loss for Year                                       -               -                    -            (2,951,551)    (2,951,551)
                                               ----------         -------           ----------           -----------     -----------
Balance - December 31, 2001                    34,866,457           3,487            2,529,379            (5,014,339)    (2,481,473)
                                               ----------         -------           ----------           -----------     -----------
Issuance of stock for cash                        550,000              55               27,445                     -         27,500
Issuance of stock for services                  1,600,000             160               79,840                     -         80,000
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)
                                               ----------         -------           ----------           -----------     -----------
Net Loss for Year                                       -               -                    -              (143,946)      (143,946)
                                               ----------         -------           ----------           -----------     -----------
Balance - December 31, 2003                    37,625,123           3,763            2,667,036            (5,582,440)    (2,911,641)
                                               ----------         -------           ----------           -----------     -----------
Net Loss for Year                                       -               -                    -             2,647,627      2,647,627
                                               ----------         -------           ----------           -----------     -----------
Balance - December 31, 2004                    37,625,123         $ 3,763           $2,667,036           $(2,934,813)    $ (264,014)
                                               ==========         =======           ==========           ===========     ===========

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

                                      F-4

<PAGE>
<TABLE>
<CAPTION>


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

                                Indirect Method
<S>                                                                                       <C>                      <C>

                                                                                                2004                     2003
                                                                                          -----------------        -----------------

Cash Flows from Operating Activities:

     Net Income/(Loss)                                                                       $ 2,647,627                 $ (143,946)
    Stock issued for services                                                                        -                            -
     Depreciation & Amortization                                                                     -                       22,175
     Adjustments to reconcile net loss to cash used
        by operating activities
     (Increase) decreasse in accounts receivable                                                     -                        8,400
     (Decrease) increase in accounts payable and accrued expenses                             (1,093,795)                   131,712
                                                                                          -----------------        -----------------

Net Cash Used by Operating Activities                                                          1,553,832                     18,341
                                                                                          -----------------        -----------------


Cash Flows from Financing Activities:

     Proceeds from stock issuance                                                                    -                            -
     Payments of notes payable                                                                (1,553,449)                   (18,517)
     Proceeds from notes payable                                                                     -                            -
                                                                                          -----------------        -----------------

Net Cash Provided by Financing Activities                                                     (1,553,449)                   (18,517)
                                                                                          -----------------        -----------------

Net Increase in Cash & Cash Equivalents                                                              383                       (176)

Beginning Cash & Cash Equivalents                                                                    -                          176
                                                                                          -----------------        -----------------

Ending Cash & Cash Equivalents                                                                     $ 383                        $ -
                                                                                          =================        =================


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Cash paid for Interest                                                                      $ 8,275                    $ 8,275
                                                                                          =================        =================
     Cash paid for Income Taxes                                                                    $ -                          $ -
                                                                                          =================        =================

NON-CASH TRANSACTIONS
     Common stock issued for services                                                           $ 49,907                   $ 49,907
                                                                                          =================        =================
</TABLE>
The accompanying notes are an intergral part of these financial statements.

                                      F-5
<PAGE>


                                MIND2MARKET, INC.
                          Notes to Financial Statements
                                December 31, 2004


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, 2004


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                           $ 2,934,813
         Valuation allowance                                         (2,934,813)
                                                                   -------------
         Net deferred tax assets                                    $        0
                                                                   =============

At December 31, 2004, the Company had net operating loss carryforwards of
approximately $2,934,813 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 $310,552.

The Company has not earned any revenue from operations in 2004. 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 no shares of stock in 2004.

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, 2004


Note 6 - Note Payable - Related Parties:

On December 31, 2004 the Company had the following Notes Payable:

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

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

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

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

         Note payable to C.H. Jacobson for payment of company
         debts, bearing interest at 10%, due upon demand.                14,000

         Note payable to UINFO for payment of consulting
         fees, bearing no interest, due upon demand.                     20,000

         Note payable to Langer for patent, bearing no
         interest, due upon demand.                                       4,000

         Note payable to Doug Deckert for payment of company
         debt, bearing no interest, due upon demand.                      4,000

         Note payable to Ron Powell for payment of consulting
         fees, bearing no interest, due upon demand.                      3,000

         Note payable to Hill for patent, bearing no
         interest, due upon demand.                                      10,000

         Note payable to Ron Powell for payment of Consulting
         contract, bearing interest at 10%, due upon demand.              3,000
                                                                         -------

                                    Total Notes Payable            $     95,000
                                                                    ============

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