SecProbe.io

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								June 3, 2005

By Facsimile and U.S. Mail

Douglas Stukel
President
Mind2Market, Inc.
7609 Ralston Road
Arvada, CO 80002

	Re:	Mind2Market, Inc.
		Schedule 14F-1 & Schedule 14F-1/A
		Filed May 26, 2005

Dear Mr. Stukel:

	We have the following comments on the above-referenced
filings:

General
1. Revise the cover page to provide the company`s correct
telephone
number.  The number listed appears to be inaccurate.
2. We are unable to locate the changes made in the amended filing.
Please advise.

Corporate Governance
3. Revise to provide the disclosure required by Item 7 of Schedule
14A, to the extent you have not done so.  For example, we note the
following:

* We note that you do not have a nominating committee or a
committee
performing similar functions.  Provide the disclosure required by
Item 7(d)(1) of Schedule 14A.
* You state, "We are not a listed company under SEC rules and are,
therefore, not required to have an audit committee comprised of
independent directors."  Please clarify this disclosure.  In
addition, revise to disclose whether your entire board is
independent
and under what standard you have made this determination, as
required
by Item 7(d)(3)(iv)(B) of Schedule 14A.
* Revise to provide the information required by Item
7(d)(2)(ii)(F)-
(J) of Schedule 14A.  See the Instruction to paragraph (d)(2)(ii)
of
that Item.

Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      *  *  *

      Please respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR under the
label "CORRESP."  If the information you provide in response to
our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a
manner reasonably calculated to inform them of the new
information.
If you do not agree with a comment, please tell us why in your
response.  Direct any questions to me at (202) 551-3262.  You may
also contact me by facsimile at (202) 772-9203.

      Sincerely,

      Abby Adams
      Special Counsel
      Office of Mergers and Acquisitions
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Douglas Stukel
June 3, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE

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