SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-12

MIND2MARKET, INC.
---------------------------------------
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14c-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Mind2Market, Inc.
7609 Ralston Road
Arvada, Colorado 80002
(303) 422-8127

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
September __, 2004

Dear Shareholder:

We cordially invite you to attend Mind2Market, Inc.'s Annual Meeting of
Shareholders at _________ P.M. on ________________, 2004, at The Sheraton Hotel,
360 Union Blvd., ____________ Room, Lakewood, Colorado at which meeting you may
be present. If you choose not to attend, you may send your ballot appointing
James R. Clark, Chairman & CEO, to vote as your ballot directs. The Notice of
Meeting and the accompanying Proxy describe the business of the Annual Meeting
of Shareholders.

The enclosed Proxy statement is being furnished to shareholders of record
on ______________, 2004 of Mind2Market, Inc. ("M2M"), a Colorado corporation, in
connection with the following proposals.

YOU ARE NOT REQUIRED TO SEND US A PROXY BUT YOUR PROXY IS REQUESTED

The holders of a majority of the issued and outstanding shares entitled to
vote have indicated that they intend to vote in favor of these proposals.

1. To elect three directors to hold office until the next annual meeting
of shareholders and qualification of their respective successors.

2. To ratify the appointment of Michael Johnson & Co. as Independent
Accountants for the annual period ending December 31, 2004.

3. To change the Company's name to a name to be determined by the Board
of Directors.

4. To authorize a reverse split of the Company's common stock on a basis
of up to one for fifty. Fractional shares will be rounded up to the
next whole share.

The Board of Directors has fixed the closing of business on October __,
2004, as the record date for the determination of shareholders entitled to
notice of and to vote at this meeting or any adjournment thereof. The stock
transfer books will not be closed.

The Company's Annual Report to Stockholders for the year ended December 31,
2003 accompanies this Notice of Annual Meeting and Proxy Statement.

All stockholders, whether or not they expect to attend the Meeting in
person, are requested either to complete, date, sign, and return the enclosed
form of proxy in the accompanying envelope or to record their proxy by other
authorized means. The proxy may be revoked by the person executing the proxy by
filing with the Secretary of the Company an instrument of revocation or duly
executed proxy bearing a later date, or by electing to vote in person at the
meeting.

Sincerely,

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

-----------

WE ARE ASKING YOU FOR A PROXY AND YOU ARE REQUESTED TO SEND US A PROXY.

-----------

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14A PROMULGATED THERETO

MIND2MARKET, INC.

ANNUAL MEETING OF SHAREHOLDERS
September __, 2004

This Proxy Statement is being furnished to Shareholders of Mind2Market,
Inc. ("M2M") in connection with the Annual Meeting of Shareholders (the
"Meeting") to be held on _______________, 2004 and at any adjournments thereof
(the "Meeting"). The Meeting will be held at The Sheraton Hotel, 360 Union
Blvd., _________ Room, Lakewood, Colorado, at _________ P.M. local time.

This Proxy Statement is first being mailed or given to Shareholders on or
about October ___, 2004.

We are a Colorado corporation. We are a full-reporting 1934 Act company,
with our common stock quoted on the Over the Counter Bulletin Board (OTCBB)
under the symbol MTMI.OB. Information about us can be found in our December 31,
2003 Annual Report filed on Form 10-KSB. Additional information about us can be
found in our public filings that can be accessed electronically by means of the
SEC's home page on the Internet at http://www.sec.gov, or at other Internet
sites such as http://www.freeedgar.com, as well as by such other means from the
offices of the SEC.

WE ARE ASKING YOU FOR A PROXY
YOU ARE REQUESTED TO SEND US A PROXY

We are soliciting proxies but the holders of more than 50% percent of the
shares entitled to vote have indicated that they intend to vote in favor of
these proposals. In light of the size of the holdings of these shareholders, the
current Board and management of the Company deems the likelihood of a favorable
vote on the proposals sufficient. You may mark and send the proxy attached
hereto to record your vote.

COSTS OF PROXY STATEMENT

We will pay the cost of preparing and sending out this proxy statement. It
will be sent to most shareholders via regular mail. A few will receive it by
personal delivery or facsimile.

VOTING

SHAREHOLDERS ENTITLED TO VOTE

Holders of record of common stock, at the close of business on the date of
mailing this proxy statement will be entitled to vote at the Annual Meeting. As
of this date, September ____, 2004, 37,625,123 shares of common stock were
issued and outstanding. Each shareholder is entitled to one vote for each share
of common stock held by such shareholder. We have only the single class of
stock, namely our common stock. Each share of Common Stock is entitled to one
(1) vote for as many separate nominees as there are directors to be elected and
for or against all other matters presented. For action to be taken at the Annual
Meeting, a majority of the shares entitled to vote must be represented at the
Annual Meeting in person or by proxy. Shares of stock may not be voted
cumulatively. Abstentions and broker non-votes each will be included in
determining the number of shares present and voting at the Annual Meeting.
Abstentions will be counted in tabulations of the votes cast on proposals,
whereas broker non-votes will not be counted for purposes of determining whether
a proposal has been approved.

QUORUM AND VOTE NECESSARY FOR APPROVALS.

A majority of the shares of common stock outstanding at the record date
must be represented at the Annual Meeting in person or by proxy in order for a
quorum to be present and in order to take action upon all matters to be voted
upon, but if a quorum should not be present, the meeting may be adjourned
without further notice to shareholders, until a quorum is assembled. Each
shareholder will be entitled to cast one vote at the Annual Meeting for each
share of common stock registered in such shareholder's name at the record date.

Abstentions and broker non-votes are counted for purposes of determining
the presence or absence of a quorum for the transaction of business. Each share
of Common Stock entitles the holder thereof to one vote on all matters to come
before the Annual Meeting. Holders of shares of Common Stock are not entitled to
cumulative voting rights.

The favorable vote of a plurality of the votes of the shares of Common
Stock present in person or represented by proxy at the Annual Meeting is
necessary to elect the nominees for directors of the Company. To take the other
actions at the meeting a majority of the shares outstanding must vote in favor
of the proposals present in person or by Proxy.

A majority of shares issued and outstanding is sufficient to approve the
proposal for a reverse split and name change to be incorporated in Amendments to
the Articles of Incorporation.

PROXIES

In voting their Common Stock, stockholders may vote in favor of or against
the proposal to approve the proposals on the agenda or may abstain from voting.
Stockholders should specify their choice on the accompanying proxy card. All
properly executed proxy cards delivered pursuant to this solicitation and not
revoked will be voted at the Meeting in accordance with the directions given. If
no specific instruction are given with regard to the matter to be voted upon,
then the shares represented by a signed proxy card will be voted "FOR" the
approval of the Proposals and in the discretion of such proxies to any other
procedural matters which may properly come before the Meeting or any
adjournments thereof. All proxies delivered pursuant to this solicitation are
revocable at any time before they are voted at the option of the persons
executing them by (i) giving written notice to the Secretary of the Company,
(ii) by delivering a later dated proxy card, or (iii) by voting in person at the
Meeting. All written notices of revocation and other communications with respect
to revocations of proxies should be addressed to James R. Clark, Chairman & CEO,
7609 Ralston Road, Arvada, CO 80002.

IF THEY WISH TO VOTE, HOLDERS OF COMMON STOCK ARE REQUIRED TO COMPLETE,
DATE, AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY TO THE COMPANY
IN THE ACCOMPANYING ENVELOPE.

The person named as proxy is James R. Clark, Chairman & CEO of the Company.

In addition to the solicitation of proxies by mail, the Company, through
its directors, officers, and employees, may solicit proxies from stockholders
personally or by telephone or other forms of communication. The Company will not
reimburse anyone for out-of-pocket costs and expenses incurred in the
solicitation of proxies. The Company also will request brokerage houses,
nominees, fiduciaries, and other custodians to forward soliciting materials to
beneficial owners, and the Company will reimburse such persons for their
reasonable expenses incurred in doing so. All expenses incurred in connection
with the solicitation of proxies will be borne by the Company.

INTEREST OF PERSONS IN MATTERS TO BE ACTED UPON

No officer or director or principal shareholder has a substantial or
material interest in the favorable action on these proposals.

PROPOSAL #1

NOMINATION AND ELECTION OF DIRECTORS

The Company's Bylaws currently provide for the number of directors of the
Company to be established by resolution of the Board of Directors and that
number is four. The Board has nominated four (4) persons. At this Annual
Meeting, a Board of four (4) directors will be elected. Except as set forth
below, unless otherwise instructed, the proxy holders will vote the proxies
received by them for Management's nominees named below.

All the nominees are presently directors of the Company. In the event that
any Management nominee shall become available, or if other persons are
nominated, the proxy holders will vote in their discretion for a substitute
nominee. It is not expected that any nominee will be unavailable. The term of
office of each person elected as a director will continue until the next Annual
Meeting of Stockholders or until a successor has been elected and qualified.

The proxies solicited hereby cannot be voted for a number of persons
greater than the number of nominees named below. The Certificate of
Incorporation of the Company does not permit cumulative voting. A plurality of
the votes of the holders of the outstanding shares of Common Stock represented
at a meeting at which a quorum is presented may elect directors.

THE DIRECTORS CANDIDATES NOMINATED BY MANAGEMENT ARE:

James R. Clark
Redgie Green
Wesley F. Whiting

The above individuals are nominees for election as directors for the next
fiscal year. Their biographical information is as follows:

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. Mr. Green 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.

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.

Management will devote part time to the operations of the Company, and any
time spent will be devoted to screening and assessing and, if warranted,
negotiating to acquire business opportunities.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" MANAGEMENT'S NOMINEES.

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

PROPOSAL #2

INDEPENDENT PUBLIC ACCOUNTANTS

Michael Johnson & Co., Independent Public Accountants, of Denver, Colorado
have been appointed as the Certifying accountants for the period through fiscal
year 2004 and shareholders are asked to ratify such appointment. Ratification of
the appointment of Michael Johnson & Co., as the Company's independent public
accountants for the fiscal year ending December 31, 2004 will require the
affirmative vote of a majority of the shares of Common Stock represented in
person or by proxy and entitled to vote at the Annual Meeting. In the event the
stockholders do not ratify the appointment of Michael Johnson & Co. for the
forthcoming fiscal year, such appointment will be reconsidered by the Board.
Representatives of Michael Johnson & Co. are expected to be present at the
Annual Meeting to make statements if they desires to do so, and such
representatives are expected to be available to respond to appropriate
questions.

Unless marked to the contrary, proxies received will be voted "FOR"
ratification of the appointment of Michael Johnson & Co. as independent
accountants for the Company's year ending December 31, 2004.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
COMPANY'S INDEPENDENT ACCOUNTANTS.

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

Proposal #3

PROPOSED AMENDMENTS TO ARTICLES OF INCORPORATION AND
CHANGES IN CORPORATE CAPITALIZATION

NAME CHANGE

We are asking shareholders to authorize a change in the name of this
corporation to a new name in the discretion of the Board of Directors. This
requires an amendment to our Articles of Incorporation.

We believe that the name change in our Articles of Incorporation are in the
best interest of our corporation, to create a name which is not related to a
defunct business attempt in minerals area.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NAME CHANGE.

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

Proposal #4

PROPOSED REVERSE SPLIT OF COMMON STOCK ISSUED AND OUTSTANDING

We are asking shareholders to approval a pro-rata reverse split of our
common stock, by which up to 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 thirty days following the date of the meeting.

We believe the recent per share price of the common stock has had a
negative effect on the marketability of the existing shares, the amount and
percentage of transaction costs paid by individual stockholders, and impairs the
potential ability of the Company to raise capital by issuing new shares because
we are fully issued under our authorization.

We believe that reverse split will be advantageous to us and to all
shareholders, because it may provide the opportunity for higher share prices
based upon fewer shares. It is also a factor that most brokerage houses do not
permit or favor lower-priced stocks to be used as collateral for margin
accounts. Certain polices and practices of the securities industry may tent to
discourage individual brokers within those firms from dealing in lower-priced
stocks. Some of those polices and practices involve time-consuming procedures
that make the handling of lower priced stocks economically unattractive. The
brokerage commissions on the purchase or sale of lower priced stocks may also
represent a higher percentage of the price than the brokerage commission on
higher priced stocks.

As a general rule, potential investors who might consider making
investments in our company will refuse to do so when the company has a large
number of shares issued and outstanding with no equity. In other words, the
"dilution" which new investors would suffer would discourage them from
investing, as general rule of experience. A reduction in the total outstanding
shares may, without any assurance, make our capitalization structure more
attractive.

While our acceptability for ultimate listing on one of the NASDAQ markets
or an exchange is presently remote, we believe that it is in the interests of
our company to adjust our capital structure in the direction of conformity with
the NASDAQ structural requirements. At the current date, even with the proposed
changes we would not meet NASDAQ criteria. NASDAQ requirements change
constantly. There is no assurance that the proposed changes with meet NASDAQ
requirements or any other exchange when, and if, we are otherwise qualified.
There is no assurance that we will qualify for NASDAQ.

Once the reverse split has occurred, the Company may then be better
structured to seek equity financing, because investors shy away from the very
high dilution which would occur if an investment were made in the current
structure.

TABLE SHOWING EFFECT OF REVERSE SPLIT ONE FOR FIFTY

Shares Pre-Reverse Post Reverse shares
- --------------------------------------------------------------------------------
100 2
200 4
300 6
400 8
500 10
1000 20
2000 40
3000 60
4000 80
5000 100
10,000 200
20,000 400
50,000 1,000
100,000 2,000

There is no assurance that any effect of the price of our stock will
result, or that the market price for our common stock, immediately or shortly
after the proposed changes, if approved, will rise, or that any rise which may
occur will be sustained. Market conditions obey their own changes in investor
attitudes and external conditions. We are proposing the steps we deem the best
calculation to meet the market attractively, however we cannot control the
markets reaction.

Dissenting shareholders have no appraisal rights under Colorado law or
pursuant to our constituent documents of incorporation or bylaws, in connection
with the proposed reverse split.

Fractional Shares. Fractional shares will be rounded up to the next whole
share.

The reverse stock split may leave certain stockholders with one or more
"odd lots" of new common stock, i.e., stock in amounts of less than 100 shares.
These odd lots may be more difficult to sell or require greater transaction cost
per share to sell than shares in even multiples of 100. There are frequently
situations where transaction costs for odd lots in penny stocks exceed the net
proceeds realized from a sale of the odd lot, effectively rendering the odd lot
valueless to the holder.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE REVERSE SPLIT

ANNUAL MEETING OF SHAREHOLDERS

At the date of this proxy statement, no other matter will presented for
action at the Annual meeting. Only those matters proposed as discussed will be
voted on at the meeting. Shareholders may propose matters to be presented at
shareholder meetings and also nominate directors. Shareholder proposals must
conform to the standards set out by the Securities Exchange Commission and must
be received at our principal offices on or before, _________________, 2004, in
order to be included in future proxy materials, if any, or presentation at our
next annual meeting of shareholders, anticipated in early __________, 2005.

VOTING SECURITIES AND BENEFICIAL OWNERSHIP

As of the call date of the meeting, September ___, 2004, the total number
of common shares outstanding and entitled to vote was 37,625,123.

The holders of such shares are entitled to one vote for each share being
held on the record date. There is no cumulative voting on any matter on the
agenda of this meeting. No additional shares will be issued subsequent to call
date and prior to meeting.
8

REPORT AVAILABLE

A copy of our most current Annual Report on form 10KSB is attached hereto
and later filings may be obtained without charge, by writing us at James R.
Clark, Chairman and CEO, 7609 Ralston Road, Arvada, Colorado 80002.

BOARD OF DIRECTORS AND OFFICERS

The persons listed below are currently Officers and the members of the
Board of Directors. James R. Clark is a nominee for Director for the following
term.

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company as of September __,
2004 are as follows:

James R. Clark, Chairman, CEO, CFO and Director
Charles Jacobson, Secretary, Treasurer and Director
Douglas Deckert, Director
Douglas F. Webber, Director

The directors of the Company hold office until the next annual meeting of
the shareholders and until their successors have been duly elected and
qualified. The officers of the Company are elected at the annual meeting of the
Board of Directors and hold office until their successors are chosen and
qualified or until their death, resignation, or removal. The Company presently
has no executive committee.

The principal occupations of each director and officer and nominee for
director of the Company for at least the past five years are as follows:

NAME AGE POSITION WITH THE COMPANY TERM PERIOD OF SERVICE
---- --- ------------------------- ---- -----------------

James R. Clark 43 Chairman, CEO, CFO Annual since 2000
and Director

Charles Jacobson 75 Secretary, Treasurer Annual since 2002
and Director

Douglas Deckert 51 Director Annual since 2000

Douglas F. Webber 56 Director Annual since 2002

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

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

DOUGLAS F. 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.

Executive Compensation
- ------------------------
Remuneration
- -------------

The following information is set forth with respect to all remuneration
paid by the Company during the year ended December 31, 2003 to the Company's
five most highly paid executive officers or directors whose total remuneration
exceeded $50,000, and to all directors and officers as a group:

Securities
or Property, Aggregate of
Name of Insurance contingent
individual Salaries, fees benefits or forms of
or number of directors' fees reimbursement remuneration
persons in Capacities commissions, personal and proposed
group in which served Year and bonuses benefits remuneration
- ------ --------------- ---- ----------- -------- ----------
2003 0 0 0
James R. Clark 2002 $40,000 0 0
Chairman, CEO, CFO 2001 0 0 0
& Director
================================================================================
2003 0 0 0
Charles Jacobson, Secretary/ 2002 $150,000 0 0
Treasurer & Director 2001 0 0 0
================================================================================
2003 0 0 0
Douglas Deckert, Director 2002 0 0 0
2001 0 0 0
================================================================================
2003 0 0 0
Douglas F. Webber, Director 2002 $20,000 0 0
(Resigned as President/
Officer in 2004) 2001 0 0 0
================================================================================
2003 0 0 0
All directors and 2002 $210,000 0 0
officers as a group 2001 0 0 0
(4 Persons)

LONG TERM COMPENSATION
----------------------
Options
Restricted & SARs
Stock LTIP LTIP Other
Awards Payouts Payouts Compensation
------ ------- ------- ------------

James R. Clark None * None None

Charles Jacobson None * None None

Douglas Deckert None * None None

Douglas F. Webber None * None None

*See Summary of Outstanding Options Issued During 2001 Table Below

Option/SAR Granted During the Last Fiscal Year
- ----------------------------------------------

No Options were granted during the last fiscal year.

Long Term Incentive Plans/Awards in Last Fiscal Year
- ----------------------------------------------------

Long Term Awards of Options issued in 2003:

James R. Clark - 3,000,000

Charles Jacobson - 500,000

(1) None of the current directors of the Company will devote their full
time to the management of the Company.

Stock Purchase Plans; Profit Sharing and Thrift Plans
-----------------------------------------------------

Presently the Company has no stock purchase plans, profit-sharing or
thrift plans.

Options, Warrants or Rights
- ----------------------------

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

Summary of Outstanding Options as of September 21, 2004

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

Compensation Committee Interlocks
- ---------------------------------

The Securities and Exchange Commission requires disclosure where an
executive officer of a company served or serves as a director or on the
compensation committee of an entity other than the Company and an executive
officer of such other entity served or serves as a director or on the
compensation committee of the Company. The Company does not have any such
interlocks. Decisions as to executive compensation are made by the Compensation
Committee.

Audit Committee
- ---------------

The Company does not have an Audit Committee. The members of the Board sit
as the Audit Committee. James R. Clark sits as the qualified financial expert on
the Board of Directors, and is the Chairman, CEO and CFO of the Company.

Code of Ethics
- --------------

The Company has not adopted a Code of Ethics for the Board and the salaried
employees.

Committees and Procedures

(1) The registrant has no standing audit, nominating and compensation
committees of the Board of Directors, or committees performing similar
functions. The Board acts itself in lieu of committes due to its small
size.

(2) The view of the board of directors is that it is appropriate for the
registrant not to have such a committee because all directors
participate in the consideration of director nominees and the board is
so small.

(3) Each of the members of the Board which acts as nominating committee is
not independent, pursuant to the definition of independence of a
national securities exchange registered pursuant to section 6(a) of
the Act (15 U.S.C. 78f(a).

(4) The nominating committee has no policy with regard to the
consideration of any director candidates recommended by security
holders, but the committee will consider director candidates
recommended by security holders.

(5) The basis for the view of the board of directors that it is
appropriate for the registrant not to have such a policy is that
there is no need to adopt a policy for a small company.

(6) The nominating committee will consider candidates recommended by
security holders, and by security holders in submitting such
recommendations; should provide a completed Directors Questionaire to
the Company.

(7) There are no specific, minimum qualifications that the nominating
committee believes must be met by a nominee recommended by security
holders except to find anyone willing to serve with clean background.
There are no differences in the manner in which the nominating
committee evaluates nominees for director based on whether the nominee
is recommended by a security holder, or found by the board.

(8) The nominating committee's process for identifying and evaluation
nominees for director, including nominees recommended by security
holders, is to find anyone willing to serve with clean background.
There are no differences in the manner in which the nominating
committee evaluates nominees for director based on whether the nominee
is recommended by a security holder, or found by the board.

(9) With regard to each nominee approved by the nominating committee for
inclusion on the registrant's proxy card (other than nominees who are
executive officers or who are directors standing for re-election),
state which one or more of the following categories of persons or
entities recommended that nominee: Legal Counsel to Company.

PRINCIPAL HOLDERS OF VOTING SECURITIES

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 September 15, 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 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 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.

b) Beneficial Ownership of Common Stock constituting Five Percent or over
if All Options Outstanding as of September 15, 2004 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
September 15, 2004, 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.

(c) The following table sets forth as of September 15, 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.

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 F. 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.

d) The following table sets forth as of September 15, 2004, 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 F. 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 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.

Notes to the table:

Unless otherwise indicated, the persons named in the table have sole voting
and investment power with respect to all shares of common stock shown as
beneficially owned by them.

COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT

Under Section 16 of the Securities Exchange Act 1934, the Company's
directors and executive officers and persons holding more than 10% of its common
stock are required to report their initial ownership of common stock and
subsequent changes to that ownership to the Securities and Exchange Commission
by specified due dates. To the Company's knowledge all of these filing
requirements were satisfied, except that James R. Clark and Charles Jacobson
were delinquent in filings of Form 4 in 2004.

The Company's Annual Report on Form 10-KB for the year ended December 31,
2003 (the "Form 10-KSB") is being furnished simultaneously herewith. The Form
10-KSB is not considered a part of this Proxy Statement.

Principal Accountant Fees and Services
- --------------------------------------

Michael Johnson & Co., LLC, CPAs ("MJC") is the Company's principal
auditing accountant firm for 2001-2003 and ratification is requested for the
engagement of Michael Johnson & Co. LLC CPA's for 2004. The Company's Board of
Directors has considered whether the provisions of audit services is compatible
with maintaining MJC's independence.

Audit Fees. MJC billed the Company $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 review of the interim financial statements
included in quarterly reports on Form 10-QSB for the periods ended March 31,
2003 and 2004, June 30, 2003 and 2004 and September 30, 2003 and 2004. MJC
billed the Company $2,500 for the 2002 audit and $2,500 for the 2003 Audit.

There were no audit related fees in 2002 or 2003. There were no tax fees or
other fees in 2002 or 2003 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 2002 and 2003.

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

OTHER AND GENERAL INFORMATION.

Our Annual Report on Form 10-KSB, for the year ended December 31, 2003,
including audited financial statements as of that date, is available from us on
request. Further information is available by request or can be accessed on the
Internet. We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files annual and quarterly reports, proxy statements and other
information with the Securities Exchange Commission (the "SEC"). Reports, proxy
statements and other information filed by Mind2Market, Inc. can be accessed
electronically by means of the SEC's home page on the Internet at
http://www.sec.gov or at other Internet sites such as http://www.freeedgar.com
or http://www.pinksheets.com.

You can read and copy any materials that we file with the SEC at the SEC'S
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. A copy
of any public filing is also available, at no charge, from the Company.

MIND2MARKET, INC.

Dated: September ___, 2004

By the order of the Board of Directors

/s/ James R. Clark
-----------------------
James R. Clark, Chairman, CEO, CFO and Director

BALLOT

- --------------------------------------------------------------------------------
Mind2Market, Inc.
7609 Ralston Road
Arvada, Colorado 80002
(303) 422-8127

PROXY FOR ANNUAL MEETING OF
STOCKHOLDERS, _______________, 2004

The undersigned hereby appoints James R. Clark proxy, with full power of
substitution, for and in the name or names of the undersigned, to vote all
shares of Common Stock of Mind2Market, Inc. held of record by the undersigned at
the Annual Meeting of Stockholders to be held on _____________, 2004, at __:00
p.m., at The Sheraton Hotel, 360 Union Blvd., ____________ Room, Lakewood,
Colorado, and at any adjournment thereof, upon the matters described in the
accompanying Notice of Annual Meeting and Proxy Statement, receipt of which is
hereby acknowledged, and upon any other business that may properly come before,
and matters incident to the conduct of, the meeting or any adjournment thereof.
Said person is directed to vote on the matters described in the Notice of Annual
Meeting and Proxy Statement as follows, and otherwise in their discretion upon
such other business as may properly come before, and matters incident to the
conduct of, the meeting and any adjournment thereof.

1. To elect a Board of three (3) directors to hold office until the next
annual meeting of stockholders or until their respective successors have
been elected and qualified:

Nominees: James R. Clark, Redgie Green and Wesley F. Whiting

[_] FOR: nominees listed above (except as marked to the contrary
below).

[_] WITHHOLD authority to vote for nominee(s) specified below.

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), write
the applicable name(s) in the space provided below.

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

2. To ratify the appointment of Michael Johnson & Co., LLC as independent
accountants for the period ending December 31, 2004:

[_] FOR [_] AGAINST [_] ABSTAIN

3. To change the name of the corporation to a name to be determined by the
Board of Directors.

[_] FOR [_] AGAINST [_] ABSTAIN

4. To authorize a reverse split of the common stock up to a one for fifty
basis, by which each fifty shares shall become one share. Fractional shares
will not be issued.

[_] FOR [_] AGAINST [_] ABSTAIN

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU MAY SIGN AND RETURN THIS PROXY CARD
IN THE ENCLOSED ENVELOPE.

THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL
BE VOTED "FOR" THE STATED PROPOSALS.

----------------------------------------
Signature of Stockholder

----------------------------------------
Signature if held jointly

Dated: __________________________, 2004

IMPORTANT: If shares are jointly owned, both owners should sign. If signing as
attorney, executor, administrator, trustee, guardian or other person signing in
a representative capacity, please give your full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.