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
- - ----------------- ----------------------
September 30, 2004 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 X No
----- ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
37,016,457 common shares as of September 30, 2004
MIND2MARKET, INC.
FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
(UNAUDITED)
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
ACCOUNTANTS REVIEW REPORT
Board of Directors
Mind2Market, Inc.
Denver, CO
We have reviewed the accompanying balance sheet of Mind2Market for September 30,
2004 and the related statement of operations for the three and nine months ended
September 30, 2004 and 2003 and cash flows for the nine-months ended September
30, 2004 and 2003, included in the accompanying Securities and Exchange
Commission Form 10QSB for the period ended September 30, 2004. 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 standard 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.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, 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 operations. Management's plan in regard to these
matters are described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
A previous auditor previously audited, in accordance with auditing standards
generally accepted in the United States, the balance sheet as of December 31,
2003, 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 September 30, 2004 is fairly stated in all material respects
in relation to the balance sheet from which it has been derived.
Michael Johnson & Co., LLC
November 16, 2004
/s/Michael Johnson & Co., LLC
MIND2MARKET, INC.
Balance Sheets
(Uanudited)
September 30, December 31,
2004 2003
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ASSETS
Current Assets:
Cash $ 383 $ -
-------------- -------------
Total Current Assets 383 -
-------------- -------------
Fixed Assets:
Computers & Equipment 141,445 141,445
Less Accumulated Depreciation (141,445) (141,445)
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Total Fixed Assets - -
-------------- -------------
Other Assets:
Patents 63,319 63,319
Less Accumulated Amortization (16,781) (16,781)
-------------- -------------
Total Other Assets 46,538 46,538
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TOTAL ASSETS $ 46,921 $ 46,538
============== =============
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 215,935 $ 940,097
Accruals - 369,633
Advances Payable - Stockholder and others 95,000 1,648,449
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Total Current Liabilities 310,935 2,958,179
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Stockholders' Equity (Deficit)
Preferred Stock, $.10 par value, 5,000,000 shares authorized
none issued. -
Common Stock, $.0001 par value, 50,000,000 shares authorized
37,625,123 shares issued and outstanding in 2004 and 2003 (see note 3) 3,763 3,763
Additional Paid-In Capital 2,667,036 2,667,036
Accumulated deficit (2,934,813) (5,582,440)
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Total Stockholders' Equity (Deficit) (264,014) (2,911,641)
-------------- -------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 46,921 $ 46,538
============== =============
See Accountants Review Report
MIND2MARKET, INC.
Statement of Operations
(Unaudited)
Three-Months Ended Nine-Months Ended
September 30, September 30,
2004 2003 2004 2003
---- ---- ---- ----
Revenue:
Sales $ - $ - $ - $ -
---------- ---------- --------- ----------
Total Income - - - -
---------- ---------- --------- ----------
Costs and Expenses:
Adminstrative Expenses 9,722 26,226 10,077 80,815
---------- ---------- --------- ----------
Total Operating Expenses 9,722 26,226 10,077 80,815
---------- ---------- --------- ----------
Other Expense/Income:
Forgiveness of Debt 2,657,704 - 2,657,704 -
---------- ---------- ---------- ----------
Total Other Expense/Income 2,657,704 - 2,657,704 -
---------- ---------- ---------- ----------
Net Gain/(Loss) $2,647,982 $ (26,226) $2,647,627 $ (80,815)
========== ========== ========== ==========
Per Share Information:
Weighted average number
of common shares outstanding 37,625,123 37,625,123 37,625,123 37,625,123
---------- ---------- ---------- ----------
Net Loss per common share $ 0.07 (*) $ 0.07 (*)
========== ========== ========== ==========
* Less than $.01
See Accountants Review Report
MIND2MARKET, INC.
Stockholders' Equity (Deficit)
September 30, 2004
(Unaudited)
Deficit
COMMON STOCKS Additional Accum. During Total
Paid-In Development Stockholders'
# of Shares Amount Capital Stage 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)
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Balance - December 31, 2001 34,866,457 3,487 2,529,379 (5,014,339) (2,481,473)
---------- ------- --------- ----------- ----------
Issuance of stock for cash 550,000 55 27,445 - 27,500
Issuance of stock for services 1,600,000 160 79,840 - 80,000
Issuance of stock for services 608,666 61 30,372 - 30,433
Net Loss for Year - - - (424,155) (424,155)
---------- ------- ---------- ----------- ----------
Balance - December 31, 2002 37,625,123 3,763 2,667,036 (5,438,494) (2,767,695)
---------- ------- ---------- ----------- ----------
Net Loss for Year - - - (143,946) (143,946)
---------- ------- ---------- ----------- ----------
Balance - December 31, 2003 37,625,123 3,763 2,667,036 (5,582,440) (2,911,641)
---------- ------- ---------- ----------- ----------
Net Gain for Period - - - 2,647,627 2,647,627
---------- ------- ---------- ----------- ----------
Balance - September 30, 2004 37,625,123 $ 3,763 $2,667,036 $(2,934,813) $ (264,014)
========== ======= ========== =========== ==========
See Accountants Review Report
MIND2MARKET, INC.
Statements of Cash Flow
(Unaudited)
Indirect Method
Nine-Months Ended
September 30,
2004 2003
---- ----
Cash Flows from Operating Activities:
Net Gain/(Loss) $2,647,627 $ (80,815)
Stock issued for services - -
Depreciation & Amortization - 2,350
Adjustments to reconcile net loss to cash used
by operating activities
(Decrease) increase in accounts payable & accrued expenses (1,093,795) 77,062
---------- ---------
Net Cash Used in Operating Activities 1,553,832 (1,403)
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Purchase of fixed and other assets - -
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Net Cash Used for Investing Activities - -
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Cash Flows from Financing Activities:
Proceeds from stock issuance - -
Payments on notes payable (1,553,449)
Proceeds from notes payable - 1,228
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Net Cash Provided by Financing Activities (1,553,449) 1,228
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Net Increase in Cash & Cash Equivalents 383 (175)
Beginning Cash & Cash Equivalents - 176
---------- ---------
Ending Cash & Cash Equivalents $ 383 $ 1
========== =========
SUPPLEMENTAL DISCLOSRUE OF CASH FLOW INFORMATION
Cash paid for interest $ - $ -
========== =========
Cash paid for Income Taxes $ - $ -
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NON-CASH TRANSACTIONS
Common stock issued for services $ - $ -
========== =========
See Accountants Review Report
MIND2MARKET, INC
Notes to Financial Statements
September 30, 2004
(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 September 30, 2004 and the results
of operations for the three and nine months ended September 30, 2004 and 2003,
and cash flows for the nine-months ended September 30, 2004 and 2003. 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, 2003.
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 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.
Note 3 - Forgiveness of Debt:
In September 2004 shareholders and others advanced the Company $95,000 to pay
the indebtness of the Company. These funds were used to settle the outstanding
debts amounting to $2,752,704, which were released upon payment of the funds
advanced to the Company. The Company also agreed to issue 1,000,000 shares to
Doug Webber to settle compensation claims, 1,000,000 shares to M.O. Hill for
previous advances and a total of 9,749,900 shares to entities advancing cash to
settle debt. The Company agreed to issue 250,000 shares of common stock to
Redgie Green in consideration of his agreeing to serve as a director of the
Company. Such issuances were authorized September 30, 2003 but not issued for
several weeks thereafter.
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 achieve business;
(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 2003 and any Current Reports on Form 8-K filed by the
Company.
The Company has only minimal operations during the quarter and nine month period
due to lack of capital.
RESULTS OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 2004 COMPARED TO
QUARTER ENDED SEPTEMBER 30, 2003
The Company had no revenues for the period in 2004 and no revenues in the
period in 2003. The Company incurred $9,722 in expenses for the quarter in 2004
compared to only $26,226 in expenses for the same period in 2003. The Company
has incurred a net gain of $2,657,704 for the period in 2004 and a net loss of
($26,226) for the period in 2003. The operating loss per share for the quarter
was nominal in 2004 and 2003.
The Company had extraordinary income from forgiveness of debt in the period
of $2,657,704 or $.01 per share.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO
SAME PERIOD IN 2003
The Company had no revenues for the period ended September 30, 2004 and
none in the same period in 2003. The Company incurred $10,077 in expenses in the
period in 2004 compared to $80,815 in expenses in the period in 2003. The loss
on operations was ($10,077) and ($80,815) in the period in 2004 and 2003
respectively. The operating loss per share was nominal in the period in 2004 and
in 2003.
The Company had extraordinary income from forgiveness of debt in the period
of $2,657,704 or $.01 per share.
The Company expects the trend of losses to continue into the forseeable
future and at the same or greater rate, as the Company seeks to achieve a
business.
LIQUIDITY AND CAPITAL RESOURCES
The Company had $383 cash capital at the end of the period and current
liabilities exceeded current assets by $310,600. 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, September 30, 2004, the Company had 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. Sarbanes Oxley had not become effective at such date.
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.
- - - --------------------------
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.
- - - ------------------------------
The Company issued 1,000,000 restricted shares in settlement of salary
claims in October 2004 as an exempt transaction under Section 4 (6) of the
Securities Act of 1933. The Company issued _______________________.
Item 3. Defaults Upon Senior Securities.
- - - ----------------------------------------
(Not applicable)
Item 4. Submission of Matters to a Vote of Security Holders.
- - - ------------------------------------------------------------
The Company submitted the following matters to security holders which all
were approved by a majority of the shareholders holding outstanding shares in
the Company:
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 actions were approved on October 20, 2004.
Item 5. Other Information.
- - - --------------------------
(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
August 19, 2004
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: November 16, 2004
MIND2MARKET, INC.
/s/ James Clark
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James Clark, CEO