SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

                        Date of Report: December 12, 2001


                                Mind2Market, Inc.
                  ---------------------------------------------
             (Exact name of registrant as specified in its chapter)


         COLORADO                      000-28711           84-1361341
     ---------------                 ------------         -------------
(State or other jurisdiction         (Commission          (IRS Employer
      of incorporation)              File Number)         Identification No.)


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


Registrant's telephone number, including area code:  (866) 537-0340
                                                     --------------






Item 1. CHANGES IN CONTROL OF REGISTRANT

         None.

Item 2. ACQUISITION OR DISPOSITION OF ASSETS

         None.

Item 3. BANKRUPTCY OR RECEIVERSHIP

         None.

Item 4. CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT

         None.

Item 5. OTHER EVENTS

     Mind2Market,  Inc.  announced  the debut of its  website,  M2MKT.COM  which
provides  for  secure   downloading  and  playing  of  copyrighted  music  while
preventing  illegal  copying  of the  downloaded  files.  The system is based on
proprietary patent-pending technology developed by Mind2Market,  Inc. to offer a
solution  to the music  industry's  problems  with  copyright  infringement  and
digital piracy.  The Mind2Market system is designed to not only provide a secure
transfer of digitilized information while preventing  unauthorized  copyrighting
and opening of files, but it also is designed to be easy for the customer to use
with new marketing tools for the music companies and artists.

     The Company has developed a system based on technology  attempting to solve
the  digital  rights  management  issue.  The system is  designed to protect the
rights of the artist and provide  enhanced  marketing  options for promoting and
marketing music as well as being easy for the customer to use.

         Mind2Market's initial website includes some enhanced marketing options
with free promotional tracks from selected artists under contract with
Mind2Market Inc. Once a promotional track is downloaded it plays the whole song,
but only for a limited number of plays. This allows the customer to listen to
the whole song before purchasing yet still securing the rights of the artist.
More plays or an unlimited number of plays of each downloaded music track is
available for a nominal fee, or one can order each complete CD after having
listened to a sample of the music. Future upgrades to the site are planned to
give a comprehensive list of options for sampling, purchasing and downloading
music including customizing your own CDs.

     The M2MKT.COM  website  designed for securely  marketing  and  distributing
music is the first such  system  being  released by  Mind2Market  Inc for public
access.  In  addition,  Mind2Market  Inc is also in the  process  of  developing
applications using the same  patent-pending  technology for the marketing and/or
secure Internet distribution of text, video, and financial digital data.

Item 6. APPOINTMENT OF NEW DIRECTORS OR OFFICERS

        None




         RESIGNATION OF OFFICERS OR DIRECTORS

     In October, 2001, Ron Powell resigned as Director and Vice President of ESL
Division.


Item 7. FINANCIAL STATEMENTS AND EXHIBITS

        None.






                                   Signatures

         Pursuant to 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.

Dated: December 12, 2001


                                           MIND2MARKET, INC.


                                           By: /s/ James R. Clark
                                               -------------------------------
                                               James R. Clark, CEO