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, 2003

                       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, 2003:  $49,650  based upon a bid price of $.01 @
December 31, 2003.

Number of outstanding  shares of the  registrant's  common stock, as of December
31, 2003: 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                         19

SIGNATURES                                                                    20


<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, 2003, 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
------------------------------------------------------------

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. 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.

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

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

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

1st Quarter       No Quote Available
2nd Quarter       No Quote Available
3rd Quarter       .01               .01
4th Quarter       .01               .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, 2003 AS COMPARED TO PRIOR YEAR
2002.

     The Company had no revenues in year 2003 or 2002 and had no  revenues.  The
Company  incurred  limited  expenses in 2003 since  operations  were minimal The
Company accrued or expended $143,946 in total expenses in 2003, compared to 2002
expenses of $424,155

     The expenses in 2003 and 2002 were primarily interest on loans and contract
services. The operating loss for 2003 ($143,946) compared to ($424,155) in 2002.
The loss per share was nominal in 2003 and ($.01) in 2002.

     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. The Company is seeking additional capital
to market the product. 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 $938,897 and $239,121 in accruals.

     The Company's current assets $8,576 at December 31, 2003, were exceeded by
its current liabilities, by ($2,835,424).

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

     As of December 31, 2003, the Company has notes payable to affiliates or
principals of the Company of $1,666,966.

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 commence sales and
marketing. Once marketing commences, the Company's needs for additional
financing are likely to increase substantially.

      No commitments to provide additional funds have been made by management or
other stockholders. Accordingly, there can be no assurance that any additional
funds will be available to the Company to allow it to cover its expenses as they
may be incurred.

      Irrespective of whether the Company's cash assets prove to be inadequate
to meet the Company's operational needs, the Company might seek to compensate
providers of services by issuances of stock in lieu of cash.

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, 2003 (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,
2003 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, 2003,  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.

                                       6
<PAGE>


DIRECTORS



Name                          Age               Title
----                          ---
Charles Jacobson              75                Director

Douglas Deckert               51                Director

James Clark                   43                Director

Doug Webber                   56               Director


EXECUTIVE OFFICERS

At December 31, 2003, the executive officers of the Company were as follows:



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

James R. Clark             43         Chairman of the Board
                                        & CEO                         Annual

Charles Jacobson           75         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  until  December  2003 and has been a
director since 2002. 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. He
holds a Bachelor  as well as a Masters  degree in Business  Administration.  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 has been appointed the M2M Board of Directors effective December
1, 2000. He holds an Associate of Technical Arts degree in Computer Programming
and has over 20 years experience in information technology, data communications,
computer and network design, and web development. Mr. Deckert is a Computer
Systems Software Engineer and has been a Systems Architect, IT Project Manager
and Senior Systems Analyst for the State of Washington to implement many
information technology projects, such as the Commercial Vehicle Information
Systems and Network (CVISN) Project. He is experienced in many operating systems
and platforms, including Windows and Windows NT, IBM Mainframe and UNIX. He has
also analyzed, designed, and developed many complex programs using a variety of
software tools consisting of Visual C++, Visual Basic, SQL Server, Access,
TRANSACT, CPL, C, COBOL, FORTRAN, PLI, OS JCL, Cold Fusion, Visual Internet,
Dreamweaver, Lotus and Basic. Mr. Deckert has many years of management
experience using his technical and organization skills to plan, organize,
prioritize, and direct the activities of computer systems analysts and
programming teams.

(e) Committees of the Board of Directors

The board of directors has no nominating, auditing committee or a compensation
committee. Therefore, the selection of 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 2003, for services in all
capacities to the Company and its subsidiaries during the two fiscal years ended
December 31, 2003.



                               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              2003     0 **             0            0
(resigned 2003)

James R. Clark           2002     40,000           0            0        350,000
 Chairman & CEO          2003     0                0            0      3,000,000

Charles Jacobson         2002     150,000          0            0          0
  Secretary/Treasurer    2003     0                0            0        500,000

Officers as a group      2002     43,000
                         2003     0

     * 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      2003         0      0         0         0              0                   0         0
Director

James Clark    2002         0      0         0         0              0                   0         0
Director       2003         0      0         0         0              0                   0         0

Douglas        2002         0      0         0         0              0                   0         0
 Deckert       2003         0      0         0         0              0                   0         0
Director

Douglas        2002         0      0         0         0              0                   0         0
 Webber        2003         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, 2003, 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, 2003, 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   Five 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, 2003.

* 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 2003. 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, 2003, of
more

                                       13
<PAGE>



than 5% of the outstanding voting shares of the Company, if all the options
issued in 2003 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 2003 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      Voting
   Class                                    Interest      Equity(1)  Class
---------  ----------------------------  ------------  ----------- -----------
Common     James R. Clark*               20,663,628      40%         43%

Common     H. Arthur Langer &**          17,523,928      34%         37%
           Gloria G. Langer

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

Common     DynaCor Systems, Inc.          6,401,900      12.6%       13%


(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, 2003, 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, 2003, 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, 2003, 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 2003 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 2003.

    (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, former 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      22,660,034        61%



                                       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 (14%) had all the
options issued in 2003 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 (13%) had all the options
issued in 2003 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 in 2003.

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 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, 2003 are filed as part of
this report.

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




                                                                            Page


Contents to Financial Statements

Independent Auditor's Report for years ended
December 31, 2002 and 2003                                            F-1

Consolidated Balance Sheet at end of December 31, 2003                F-2

Consolidated Statement of Operations at end of December 31, 2003      F-3

Consolidated Statement of Cash Flows at end of December 31, 2003      F-4

Consolidated Statement of Stockholders' Equity at end of
December 31, 2003                                                     F-5

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

     (2) Financial Statement Schedules:

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

(b) Exhibits:

SK#                      Name of Exhibit                    Page No.

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

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

(c) Reports on Form 8-K filed  during the fiscal year ended  December  31, 2003.
(incorporated by reference):

               None

                                       18
<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, 2003 and 2002 and review of the
interim  financial  statements  included in quarterly reports on Form 10-QSB for
the periods ended March 31, 2003,  June 30, 2003 and September 30, 2003.  MJC is
expected to bill the Company an  additional  $5,000 for the 2002 and 2003 audits
and for reviews of 2002/2003 20Q'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.



                                       19


<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 23, 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 23, 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




                                       20


<PAGE>

                                MIND2MARKET, INC.


                              FINANCIAL STATEMENTS

                                December 31, 2003





<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, 2003 and 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 audits 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 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, 2003 and 2002, and the results of their operations and their cash
flows for the years ended December 31, 2003 and 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 $5,582,440 from operations through December 31, 2003. 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

<PAGE>
<TABLE>
<CAPTION>


                                  MIND2MARKET
                                 Balance Sheets
                                  December 31

<S>                                                                                     <C>                  <C>

                                                                                             2003                2002
                                                                                        ---------------      --------------

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

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

Fixed Assets:
     Computers & Equipment                                                                   141,445               141,446
     Less Accumulated Depreciation                                                          (141,445)             (140,143)
                                                                                        ---------------      --------------

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

Other Assets:
     Patents                                                                                  63,319                69,319
     Less Accumulated Amortization                                                           (16,781)               (1,909)
                                                                                        ---------------      --------------

          Total Other Assets                                                                  46,538                67,410
                                                                                        ---------------      --------------

TOTAL ASSETS                                                                                $ 46,538              $ 77,289
                                                                                        ===============      ==============


LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
    Accounts Payable                                                                        $940,097              $938,897
    Accruals                                                                                 369,633               239,121
    Notes Payable                                                                          1,648,449             1,666,966
                                                                                        ---------------      --------------

        Total Current Liabilities                                                          2,958,179             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                3,763
        37,625,123 shares issued and outstanding 2003 and 2002.
    Additional Paid-In Capital                                                             2,667,036            2,667,036
    Accumulated deficit                                                                   (5,582,440)          (5,438,494)
                                                                                        ---------------      --------------
        Total Stockholders' Equity                                                        (2,911,641)          (2,767,695)
                                                                                        ---------------      --------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                                    $ 46,538             $ 77,289
                                                                                        ===============      ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.

<PAGE>
<TABLE>
<CAPTION>


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

<S>                                                              <C>                   <C>


                                                                      2003                  2002
                                                                 ----------------      ----------------

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

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

Operating Expenses:
     Administrative Expenses                                             143,946               424,155
                                                                 ----------------      ----------------

Total Expenses                                                           143,946               424,155
                                                                 ----------------      ----------------

Net Loss From Operations                                                (143,946)             (424,155)
                                                                 ----------------      ----------------

Per Share Information:

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

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

* Less than $.01

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

<PAGE>
<TABLE>
<CAPTION>


                               MIND2MARKET, INC.
                         Stockholders' Equity (Deficit)
                               December 31, 2003
<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)
                                               ==========         =======           ==========           ===========    ============
</TABLE>
The accompanying notes are a integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>

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

                                Indirect Method
<S>                                                                                       <C>                      <C>




                                                                                                       2003                     2002
                                                                                          -----------------        -----------------

Cash Flows from Operating Activities:

     Net (Loss)                                                                                 $ (143,946)              $ (424,155)
    Stock issued for services                                                                                 -             110,433
     Depreciation & Amortization                                                                    22,175                    9,722
     Adjustments to reconcile net loss to cash used
        by operating activities
     (Increase) decrease in accounts receivable                                                      8,400                   (6,900)
     (Decrease) increase in accounts payable and accrued expenses                                  131,712                 (696,739)
                                                                                          -----------------        -----------------

Net Cash Used by Operating Activities                                                               18,341               (1,007,639)
                                                                                          -----------------        -----------------


Cash Flows from Financing Activities:

     Proceeds from stock issuance                                                                       -                    27,500
     Payments of notes payable                                                                     (18,517)
     Proceeds from notes payable                                                                        -                   978,815
                                                                                          -----------------        -----------------

Net Cash Provided by Financing Activities                                                          (18,517)               1,006,315
                                                                                          -----------------        -----------------

Net Increase in Cash & Cash Equivalents                                                               (176)                  (1,324)

Beginning Cash & Cash Equivalents                                                                      176                    1,500
                                                                                          -----------------        -----------------

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


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>
See accompanying notes are an integral part of these financial statements.
<PAGE>





                                MIND2MARKET, INC.
                          Notes to Financial Statements
                                December 31, 2003


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.


<PAGE>





                                MIND2MARKET, INC.
                          Notes to Financial Statements
                                December 31, 2003


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                       $ 5,582,440
         Valuation allowance                                     (5,582,440)
                                                                  -------------
         Net deferred tax assets                                $         0
                                                                  =============

At December 31, 2003, the Company had net operating loss carryforwards of
approximately $5,582,440 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 $2,958,179.

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 no shares of stock in 2003.

Note 5 - Segment Information

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



<PAGE>



                                MIND2MARKET, INC.
                          Notes to Financial Statements
                                December 31, 2003


Note 6 - Note Payable - Related Parties:

On December 31, 2003 the Company had the following Notes Payable:

         Note payable to GNM for payment of Consulting
         contract, bearing interest at 10%, due upon demand.       $    882,095

         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.               114,600

         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              $1,648,449
                                                                     ==========

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.

<PAGE>



                                MIND2MARKET, INC
                          Notes to Financial Statements
                                December 31, 2003



Note 6 - Financial Accounting Developments:

Recently issued Accounting Pronouncements

In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of
Variable Interest Entities" and interpretation of ARB (Accounting Research
Bulletin) No. 51. The interpretation addresses consolidation and disclosure
issues associated with variable interest entities. In October 2003, the
effective date of FIN 46 for variable interest entities in existence prior to
February 1, 2003, was delayed to December 31, 2003. In December 2003, the FASB
issued a revised version of FIN 46, which effectively delayed implementation
until March 2004, with earlier adoption permitted. SFAS 146 did not materially
effect the financial statements.

In March 2003, the FAS issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". SFAS 149 is effective for
contracts entered into or modified after June 30, 2003. This statement amends
and clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under SFAS
133, "Accounting for Derivative Instruments and Hedging Activities". SFAS 149
did not materially effect the financial statements.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity". SFAS 150 is
effective for financial instruments entered into or modified after May 31, 2003,
and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. This statement establishes new standards of how
an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. SFAS 150 requires that an issuer
classify a financial instrument that is within the scope of this statement as a
liability because the financial instrument embodies an obligation of the issuer.
This statement applies to certain forms of mandatorily redeemable financial
instruments including certain types of preferred stock, written put options and
forward contracts. SFAS 150 did not materially effect the financial statements.