SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10QSB
Quarterly Report under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended Commission File Number
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June 30, 2003 000-28711
MIND2MARKET, INC.
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(Exact name of registrant as specified in its charter)
Colorado 84-1361341
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(State of incorporation) (I.R.S. Employer
Identification No.)
7609 Ralston Road, Arvada, CO 80002
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 422-8127
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
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
37,625,123 common shares as of June 30, 2003
MIND2MARKET, INC.
FINANCIAL STATEMENTS
SIX-MONTHS ENDED JUNE 30, 2003
(UNAUDITED)
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
ACCOUNTANT'S REVIEW REPORT
Board of Directors
Mind2Market, Inc.
Denver, CO
We have reviewed the accompanying balance sheet of Mind2Market as of June 30,
2003 and the related statement of operations for the three and six months ended
June 30, 2003 and 2002 and the related cash flows for the six-months ended June
30, 2003 and 2002, included in the accompanying Securities and Exchange
Commission Form 10-QSB for the period ended June 30, 2003. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants and standards of PCAOB. A review of
interim financial information consists principally of applying analytical
procedures to financial data and making inquiries of persons responsible for
financial and accounting matters. It is substantially less in scope than an
audit conducted in accordance with auditing standards generally accepted in the
United States, the objective of which is the expression of an opinion regarding
the financial statements taken as a whole. Accordingly, we do not express such
an opinion.
Based on our review, we are unaware of any material modifications that should be
made to the accompanying financial statements for them to be in conformity with
accounting principles generally accepted in the United States and the standards
of PCAOB.
A previous auditor previously audited, in accordance with auditing standards
generally accepted in the United States, the balance sheet as of December 31,
2002, and the related statements of operations, stockholders' equity and cash
flows for the year then ended (not presented herein). In their report dated
August 20, 2004, they expressed an unqualified opinion on those financial
statements. In our opinion, the information set forth in the accompanying
balance sheet as of June 30, 2003 is fairly stated in all material respects in
relation to the balance sheet from which it has been derived.
Michael Johnson & Co., LLC
August 25, 2004
/s/Michael Johnson & Co., LLC
MIND2MARKET, INC.
Balance Sheets
(Unaudited)
June 30, December 31,
2003 2002
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ASSETS;
Current Assets:
Cash $ 126 $ 176
Accounts Receivable 8,400 8,400
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Total Current Assets 8,526 8,576
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Fixed Assets:
Computers & Equipment 141,446 141,446
Less Accumulated Depreciation (141,446) (140,143)
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Total Fixed Assets - 1,303
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Other Assets:
Patents 69,319 69,319
Less Accumulated Amortization (2,956) (1,909)
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Total Other Assets 66,363 67,410
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TOTAL ASSETS $ 74,889 $ 77,289
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LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $939,497 $ 938,897
Accruals 289,896 239,121
Notes Payable 1,667,780 1,666,966
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Total Current Liabilities 2,897,173 2,844,984
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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 in 2002 and 2003.
Additional Paid-In Capital 2,667,036 2,667,036
Accumulated deficit (5,493,083) (5,438,494)
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Total Stockholders' Equity (2,822,284) (2,767,695)
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 74,889 $ 77,289
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See Accountant's Review Report
MIND2MARKET
Statements of operations
(Unaudited)
Three-Months Ended Six-Months Ended
June 30, June 30,
2003 2002 2003 2002
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Revenue:
Sales $ - $ - $- $-
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Total Income - - - -
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Operating Expenses:
Administrative Expenses 26,303 80,890 54,589 361,414
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Total Expenses 26,303 80,890 54,589 361,414
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Net Loss From Operations (26,303) (80,890) (54,589) (361,414)
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Per Share Information:
Weighted average number
of common shares outstanding 37,625,123 37,016,457 37,625,123 37,016,457
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Net Loss per common share (*) (*) (*) $ (0.01)
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* Less than $.01
See Accountants Review Report
MIND2MARKET, INC.
Stockholders' Equity (Deficit)
June 30, 2003
(Unaudited)
COMMON STOCKS Additional Total
Paid-In Accumulated Stockholders'
# of Shares Amount Capital Deficit Equity
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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)
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Balance - December 31, 2001 34,866,457 3,487 2,529,379 (5,014,339) (2,481,473)
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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)
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Balance - December 31, 2002 37,625,123 3,763 2,667,036 (5,438,494) (2,767,695)
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Net Loss for Period - - - (54,589) (54,589)
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Balance - June 30, 2003 37,625,123 $ 3,763 $2,667,036 $(5,493,083) $(2,822,284)
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See Accountant's Review Report
MIND2MARKET, INC.
Statements of Cash Flow
Indirect Method
(Unaudited)
For the Six-Months Ended
June 30,
2003 2002
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Cash Flows from Operating Activities:
Net (Loss) $ (54,589) $ (361,414)
Stock issued for services - 80,000
Depreciation & Amortization 2,350 101,860
Adjustments to reconcile net loss to cash used
by operating activities
(Increase) decrease in accounts receivable - (15,900)
(Decrease) increase in accounts payable and accrued expenses 51,375 (702,830)
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Net Cash Used by Operating Activities (864) (898,284)
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Cash Flows from Investing Activities:
Purchase of fixed assets - (108,639)
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Net Cash Used for Investing Activities - (108,639)
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Cash Flows from Financing Activities:
Proceeds from stock issuance - 27,500
Proceeds from notes payable 814 978,167
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Net Cash Provided by Financing Activities 814 1,005,667
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Net Increase in Cash & Cash Equivalents (50) (1,256)
Beginning Cash & Cash Equivalents 176 1,500
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Ending Cash & Cash Equivalents $ 126 $244
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for Interest $ 8,275 $ 8,275
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Cash paid for Income Taxes $ - $ -
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NON-CASH TRANSACTIONS
Common stock issued for services $ 49,907 $ 49,907
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See Accountant's Review Report
MIND2MARKET, INC.
Notes to Financial Statements
June 30, 2003
(Unaudited)
Note 1 - Presentation of Interim Information:
In the opinion of the management of Mind2Market, Inc. the accompanying unaudited
financial statements include all normal adjustments considered necessary to
present fairly the financial position as of June 30, 2003 and the results of
operations for the three and six months ended June 30, 2003 and 2002, and the
related cash flows for the six-months ended June 30, 2003 and 2002. Interim
results are not necessarily indicative of results for a full year.
The financial statements and notes are presented as permitted by Form 10-QSB,
and do not contain certain information included in the Company's audited
financial statements and notes for the fiscal year ended December 31, 2002.
Note 2 - Going Concern:
The Company's financial statements have been presented 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 has not earned any revenue from operations. The Company's ability to
continue as a going concern is dependent upon its ability to develop additional
sources of capital or locate a merger candidate and ultimately, 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.
ITEM 2. Management's Discussion and Analysis or Plan of Operation
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Cautionary and Forward Looking Statements
In addition to statements of historical fact, this Form 10-QSB contains
forward-looking statements. The presentation of future aspects of Mind2Market,
Inc. ("Mind2Market, Inc.," the "Company" or "issuer") found in these statements
is subject to a number of risks and uncertainties that could cause actual
results to differ materially from those reflected in such statements. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which reflect management's analysis only as of the date hereof. Without limiting
the generality of the foregoing, words such as "may," "will," "expect,"
"believe," "anticipate," "intend," or "could" or the negative variations thereof
or comparable terminology are intended to identify forward-looking statements.
These forward-looking statements are subject to numerous assumptions, risks
and uncertainties that may cause Mind2Market, Inc. actual results to be
materially different from any future results expressed or implied by
Mind2Market, Inc. in those statements. Important facts that could prevent
Mind2Market, Inc. from achieving any stated goals include, but are not limited
to, the following:
Some of these risks might include, but are not limited to, the
following:
(a) volatility or decline of the Company's stock price;
(b) potential fluctuation in quarterly results;
(c) failure of the Company to earn revenues or profits;
(d) inadequate capital to continue or expand its busi-
ness, inability to raise additional capital or financ
-ing to implement its business plans;
(e) failure to commercialize its technology or to make
sales;
(f) rapid and significant changes in markets;
(g) litigation with or legal claims and allegations by
outside parties;
(h) insufficient revenues to cover operating costs.
There is no assurance that the Company will ever be profitable, the Company
may not be able to successfully develop, manage or market its products and
services, the Company may not be able to attract or retain qualified executives
and personnel, the Company's products and services may become obsolete,
government regulation may hinder the Company's business, additional dilution in
outstanding stock ownership may be incurred due to the issuance of more shares,
warrants and stock options, or the exercise of warrants and stock options, and
other risks inherent in the Company's businesses.
The Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.
Readers should carefully review the factors described in other documents the
Company files from time to time with the Securities and Exchange Commission,
including the Quarterly Reports on Form 10-QSB and Annual Report on Form 10-KSB
filed by the Company in 2004 and any Current Reports on Form 8-K filed by the
Company.
RESULTS OF OPERATIONS FOR QUARTER ENDED JUNE 30, 2003 COMPARED TO SAME PERIOD
IN 2002
During the three-month period ended June 30, 2003 and 2002, the Company had
no revenues. The Company incurred administrative expenses of $26,303 in the
period in 2003 compared to administrative expenses of $80,890 in the period in
2002. Net loss for the three-month period ended June 30, 2003 was ($26,303),
less than ($0.01) per share, while the same period in 2002 resulted in a loss of
($80,890) less than ($0.01) per share.
RESULTS OF OPERATIONS FOR SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO SAME PERIOD
IN 2004
During the six-month period ended June 30, 2003 and 2002, the Company had
no revenues. The Company incurred administrative expenses of $54,589 in the
period in 2003 compared to administrative expenses of $361,414 in the period in
2002. Net loss for the six-month period ended June 30, 2003 was ($54,589), less
than ($0.01) per share, while the same period in 2002 resulted in a loss of
($361,414), or ($0.01) per share.
The Company expects the trend of losses to continue into the forseeable future
and at the same or substantially greater rate, as the Company recommences
operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company had $4,275 cash capital at the end of the period and current
liabilities exceeded current assets by $2,893,000 approximately. The company
will be forced to either borrow or make private placements of stock in order to
fund operations. No assurance exists as to the ability to achieve loans or make
private placements of stock.
NEED FOR ADDITIONAL FINANCING
The Company does not have capital sufficient to meet the Company's cash
needs, including the costs of compliance with the continuing reporting
requirements of the Securities Exchange Act of 1934. The Company will have to
seek loans or equity placements to cover such cash needs. In the event the
Company is able to negotiate to commence or acquire a business during this
period, lack of its existing capital may be a sufficient impediment to prevent
it from accomplishing the goal of completing any business.
The Company will need to raise substantial additional funds to conduct any
business activities in the next twelve months.
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.
The Company's auditor has issued a "going concern" qualification as part of
his opinion in the Audit Report. There is substantial doubt about the ability of
the Company to continue as a "going concern." The Company has no revenues,
minimal cash, nominal other assets, and no capital commitments. The effects of
such conditions could easily be to cause the Company's bankruptcy.
Management hopes to develop a business plan and will need to seek and
obtain funding, via loans or private placements of stock, for operations and to
provide working capital. Management has plans to seek capital in the form of
loans or stock private placements in the next quarter.
ITEM 3. CONTROLS AND PROCEDURES
a. Evaluation of Disclosure Controls and Procedures:
Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported, within the time period
specified in the SEC's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in the reports filed under the Exchange Act
is accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. As of the end of the period covered by this
report, June 30, 2003, the Company has carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Company's Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based upon and as of the date of that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed in the reports the Company files and submits under the
Exchange Act is recorded, processed, summarized and reported as and when
required.
b. Changes in Internal Control over Financial Reporting:
There were no changes in the Company's internal control over financial reporting
identified in connection with the Company evaluation of these controls as of the
end of the period covered by this report that could have significantly affected
those controls subsequent to the date of the evaluation referred to in the
previous paragraph, including any correction action with regard to significant
deficiencies and material weakness.
PART II--OTHER INFORMATION
Item 1. Legal Proceedings.
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There are no pending legal proceedings, and the Company is not aware of any
threatened legal proceedings, to which the Company is a party or to which its
property is subject.
Item 2. Changes in Securities.
- - - ------------------------------
(a) There have been no material modifications in any of the instruments
defining the rights of the holders of any of the Company's registered
securities.
(b) None of the rights evidenced by any class of the Company's
registered securities have been materially limited or qualified by the issuance
or modification of any other class of the Company's securities.
Item 3. Defaults Upon Senior Securities.
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(Not applicable)
Item 4. Submission of Matters to a Vote of Security Holders.
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(Not applicable)
Item 5. Other Information.
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(Not applicable)
Item 6. Exhibits and Reports on Form 8-K.
- - - -----------------------------------------
(a) Exhibits
32 Sarbanes-Oxley Certification
33 Sarbanes-Oxley Certification
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements 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 24, 2004
MIND2MARKET, INC.
/s/ James Clark
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James Clark, CEO