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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March 31, 2005 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
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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.
39,625,123 common shares as of March 31, 2005
MIND2MARKET, INC.
FINANCIAL STATEMENTS
THREE-MONTHS ENDED MARCH 31, 2005
(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
ACCOUNTANT'S REVIEW REPORT
Board of Directors
Mind2Market, Inc.
Denver, CO
We have reviewed the accompanying balance sheet of Mind2Market as of March 31,
2005 and the related statement of operations for the three-months ended March
31, 2005 and 2004 and the related cash flows for the three-months ended March
30, 2005 and 2004, included in the accompanying Securities and Exchange
Commission Form 10-QSB for the period ended March 31, 2005. 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.
We have previously audited, in accordance with auditing standards generally
accepted in the United States, the balance sheet as of December 31, 2004, and
the related statements of operations, stockholders' equity and cash flows for
the year then ended (not presented herein). In our report dated May __,
2005, we expressed an unqualified opinion on those financial statements. In our
opinion, the information set forth in the accompanying balance sheet as of March
31, 2005 is fairly stated in all material respects in relation to the balance
sheet from which it has been derived.
Michael Johnson & Co., LLC
May 2, 2005
/s/Michael Johnson & Co., LLC
MIND2MARKET, INC.
Balance Sheets
(Unaudited)
Three Months Ending Year Ending
March 31, 2005 December 31, 2004
ASSETS:
Current Assets:
Cash $ 351 $ 383
Accounts Receivable - -
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Total Current Assets 351 383
Fixed Assets:
Computers & Equipment 141,445 141,445
Less Accumulated Depreciation (141,445) (141,445)
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Total Fixed Assets - -
TOTAL ASSETS $ 351 $ 383
==================== ====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 188,935 $ 188,935
Notes Payable 95,000 95,000
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Total Current Liabilities 283,935 283,935
Stockholders' Equity (Deficit)
Preferred stock: authorized 5,000,000 shares, $0.10 par value
none issued.
Common stock: authorized 50,000,000 shares, $0.0001 par value
39,625,123 issued and outstanding at December and March 3,963 3,963
Additional Paid in Capital 2,693,836 2,693,836
Accumulated deficit (2,981,383) (2,981,351)
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Total Stockholder's Equity (283,584) (283,552)
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 351 $ 383
==================== ====================
See accountants review report
MIND2MARKET, INC.
Statements of Operations
(Unaudited)
Three Months Ending March 31
2005 2004
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Revenues:
Sales $ - $ -
Cost of Goods Sold - -
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Total Income - -
Costs and Expenses:
Administrative & Overhead 32 25
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Total Operating Expenses 32 25
Net Loss $(32) $ (25)
=============== ===============
Per Share Information
Weighted average number 39,625,123 37,625,123
of common share outstanding ---------------------------------------
Net loss per common share * *
* Less than $0.01
See accountants review report.
MIND2MARKET, INC.
Statements of Cash Flows
(Unaudited)
Indirect Method
Three Months Ended March 31
2005 2004
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Cash Flows from Operating Activities
Net Loss $(32) $ (25)
Adjustments to reconcile net loss to cash used
by operating activities
(Decrease) Increase in accounts payable & accruals (14,135.00)
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Net Cash Used in Operating Activities (32) (14,160)
Cash Flows from Investing Activities
Purchase of fixed or other assets - (6,000)
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Net Cash Used for Investing Activities - (6,000)
Cash Flows from Financing Activities
Issuance of common stock
Proceeds from notes payable 20,160
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Net Cash Provided by Financing Activities 20,160
Net Increase in Cash & Cash Equivalents - -
Beginning Cash & Cash Equivalents 383 -
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Ending Cash & Cash Equivalents $ 351 $ -
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest $ - $ -
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Cash paid for Income Taxes $ - $ -
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NON-CASH TRANSACTIONS
Common stock issued for services $ - $ -
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See Accountants Review Report
MIND2MARKET, INC.
Stockholders' Equity (Deficit)
March 31, 2005
(Unaudited)
COMMON STOCK Additional Total
Paid-In Accumulated Stockholders'
# of shares Amount Capital Deficit Equity
----------- ------ ------- ------- ------
Balance - January 1, 2001 29,035,790 $ 2,904 $ 979,787 $(2,062,788) $(1,080,097)
Issuance of stock for cash 532,000 53 132,947 - 133,000
Issuance of stock for services 666,667 67 166,600 - 166,667
Issuance of stock for UINFO 3,000,000 300 749,700 - 750,000
Fair value of options - 83,008 - 83,008
Issuance of stock for services 1,632,000 163 417,337 - 417,500
Net Loss for Year - - (2,951,551) (2,951,551)
-
Balance - December 31, 2001 34,866,457 3,487 2,529,379 (5,014,339) (2,481,473)
-
Issuance of stock for cash 550,000 55 27,445 - 27,500
Issuance of stock for services 1,600,000 160 79,840 - 80,000
Issuance of stock for services 608,666 61 30,372 - 30,433
Net Loss for Year - - - (424,155) (424,155)
-
Balance - December 31, 2002 37,625,123 3,763 2,667,036 (5,438,494) (2,767,695)
-
Net Loss for Year - - - (143,946) (143,946)
-
Balance - December 31, 2003 37,625,123 3,763 2,667,036 (5,582,440) (2,911,641)
-
Issuance of stock for debt settlement 1,000,000 100 26,900 - 27,000
Issuance of stock for services 1,000,000 100 (100) - -
Net Profit for Year - - - 2,601,089 2,601,089
-
Balance - December 31, 2004 39,625,123 3,963 2,693,836 (2,981,351) (283,552)
-
Net Loss for Period - - - - -
Balance - March 31, 2005 39,625,123 $ 3,963 $ 2,693,836 $(2,981,383) $ (283,584)
See Accountants Review Report
MIND2MARKET, INC.
Notes to Financial Statements
March 31, 2005
(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 March 31, 2005 and the results of
operations for the three-months ended March 31, 2005 and 2004, and the related
cash flows for the three-months ended March 31, 2005 and 2004. Interim results
are not necessarily indicative of results for a full year.
The financial statements and notes are presented as permitted by Form-10QSB, and
do not contain certain information included in the Company's audited financial
statements and notes for the fiscal year ended December 31, 2004.
NOTE 2 - Going Concern:
The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates 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:
(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 business;
(e) inability to raise additional capital or financing to implement
its business plans;
(f) failure to achieve a business or to make sales
(g) rapid and significant changes in markets;
(h) litigation with or legal claims and allegations by outside parties;
(i) 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. Also any other
risks inherent in the Company's business.
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 2005 and any current Reports on Form 8-K filed by the
Company.
RESULTS OF OPERATIONS FOR QUARTER ENDED MARCH 31, 2005 COMPARED TO QUARTER ENDED
MARCH 31, 2004
The Company had no revenues during the quarter in 2005 or 2004. The Company had
no Operations during the quarter in 2005.
The Company incurred $32 expenses in the quarter in 2005 compared to $25 in
expenses in the quarter in 2004. The Company had a ($32) loss in the
quarter in 2005 compared to a loss of ($25) in the quarter in 2004. The loss per
share was nominal in the quarter in 2005 and 2004.
The trend of operating losses is expected to continue indefinitely until and
unless the Company is able to generate or develop business revenues for which
there is no assurance.
LIQUIDITY AND CAPITAL RESOURCES
The Company had $351 cash capital at the end of the period and current
liabilities exceeded current assets by $283,584. 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 the 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.
ITEM 3. CONTROLS AND PROCEDURES
The Company maintains controls and procedures designed to ensure that it is
able to collect the information it is required to disclose in the reports it
files with the SEC, and process, summarize, and disclose this information within
the time periods specified in the rules of the SEC. The Company's Chief
Executive is responsible for establishing and maintaining these procedures and,
as required by the rules of the SEC, evaluate their effectiveness.
Our Chief Executive Officer, has evaluated the effectiveness of our
disclosure controls and procedures (as such term is defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) as of the end of the period covered by this report. The
evaluation included control areas in which we intend to make, changes to improve
and enhance controls. Based on such evaluation, our Chief Executive Officer has
concluded that, as of the end of such period, our disclosure controls and
procedures were not effective and had material weaknesses, in recording stock
issuance for compensation, as well as other areas involving recording of
adjustment in liabilities and assessing impairment of assets.
Material Weakness in Disclosure Controls
A material weakness is a condition in which the design or operation of
one or more of the internal control components does not reduce to a relatively
low level the risk that misstatements caused by error or fraud in amounts that
would be material in relation to the financial statements being audited may
occur and not be detected within a timely period by employees in the normal
course of performing their assigned functions.
The Securities and Exchange Commission rule making for the
Sarbanes-Oxley Act of 2002 Section 404 requires that a company's internal
controls over financial reporting be based upon a recognized internal control
framework. While the Company has an internal control and procedures manual in
place and management believes the controls and procedures are effective the
manual is not based upon a recognized internal control framework, because we
have not found one that fits the limited scope of operations of our small
Company. Accordingly we conclude we have material weaknesses.
During the first half of the Company's fiscal year ending December 31,
2005 management will be revising the Company's internal and controls procedure
document basing this revision upon a model framework created by the Committee of
Sponsoring Organizations of the Treadway Commission (or "COSO") as is
appropriate to our operations. This framework is entitled Internal
Control-Integrated Framework. The COSO Framework, which is the common shortened
title, was published in 1992 and we believe, will satisfy the Securities and
Exchange Commission requirements of Section 404 of the Sarbanes-Oxley Act of
2002.
To address these material weaknesses management is committed to
re-writing its internal controls and procedures manual based upon the Treadway
Commission report as is appropriate to our operations during the first half of
fiscal year ending December 31, 2005.
Except as noted above, there have not been any changes in our internal
control over financial reporting (as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) during our first fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
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.
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
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(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, except that the Articles were amended to effectuate a one for
fifty reverse split of the issued and outstanding common stock effective
(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.
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(a) Exhibits
32 Sarbannes-Oxley Certification
33 Sarbannes-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: May 6, 2005
MIND2MARKET, INC.
/s/ James Clark
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James Clark, CEO