U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10-QSB

(Mark  One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For  the  quarterly  period  ended  AUGUST  31,  2000

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(D) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For  the  transition  period  from                     to
                                   -------------------    ----------------------

Commission  File  No.   000-31443
                        ---------

                             K-2 LOGISTICS.COM INC.
        (Exact name of small business issuer as specified in its charter)

             NEVADA                                76-0609440
             ------                                ----------
     (State  or  other  jurisdiction  of        (I.R.S.  Employer
      incorporation  or  organization)         Identification  No.)

                               1820 FULTON AVENUE
                       WEST VANCOUVER, BC, CANADA V7V 1S9
                     (Address of principal executive offices)

                                 (604) 970-0999
                 (Issuer's telephone number, including area code)

     Check whether the issuer (1) filed all reports to be filed by Section 13 or
15(d)  of the Exchange Act during the past 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been subject
to  such  filing  requirements  for  the  past  90  days.

                               Yes [ ]      No [X].

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity  as  of  the  latest  practicable  date:  As  of October 1, 2000,
2,500,000  shares  of  common  stock,  par  value  $0.001.

Transitional  Small  Business  Disclosure  Format (Check One): Yes [ ]   No [X].


<PAGE>
<TABLE>
<CAPTION>
                                        INDEX


<S>                                                                              <C>
PART I - Financial Information                                                   Page

Item 1.  Financial statements                                                       2
-------  --------------------

Balance Sheets as of August 31, 2000 (unaudited) and May 31, 2000 (audited)         2

Statements of Operations for the three months ended August 31, 2000 (unaudited)     3

Statements of Cash Flows for the three months ended August 31, 2000 (unaudited)     4

Notes to the financial statements                                                 5-6

Item 2.  Management's Discussion and Analysis of Results of
-------  --------------------------------------------------
         Operations and Financial Condition                                         7
         ----------------------------------

PART II - Other Information

Item 1.  Exhibits and Reports on Form 8-K                                           8
-------  --------------------------------

Signatures                                                                          9
</TABLE>


                                      -1-
<PAGE>

PART  I     FINANCIAL  INFORMATION

ITEM  1.    FINANCIAL  STATEMENTS
--------    ---------------------
<TABLE>
<CAPTION>
K-2  Logistics.com  Inc.
(A  Development  Stage  Company)
Balance  Sheets
(expressed  in  U.S.  dollars)


                                                               August 31,    May 28,
                                                                 2000         2000
                                                              (unaudited)   (audited)
                                                                   $            $
<S>                                                           <C>          <C>

                                            Assets

License (Note 3)                                                       -             -
                                                              ===========  ============

                           Liabilities and Stockholders' Equity

Current Liabilities
  Accounts payable                                                     -             -
                                                              -----------  ------------

Contingent Liability (Note 1)

Stockholders' Equity

Common Stock, 25,000,000 shares authorized with a par value
  of $.001; 2,500,000 shares issued and outstanding                2,500         2,500

Additional Paid in Capital                                           155           155

Deficit Accumulated During the Development Stage                  (2,655)       (2,655)
                                                              -----------  ------------

                                                                       -             -
                                                              -----------  ------------

                                                                       -             -
                                                              ===========  ============
</TABLE>


                                      -2-
<PAGE>
<TABLE>
<CAPTION>
K-2  Logistics.com  Inc.
(A  Development  Stage  Company)
Statements  of  Operations
(expressed  in  U.S.  dollars)


                                                From June 1, 1999
                                Ended          (Date of Inception)
                           August 31, 2000       to May 31, 2000
                             (unaudited)           (unaudited)
                                  $                     $
<S>                       <C>                  <C>

Revenues                                   -                      -
                          -------------------  --------------------

Expenses

  Amortization of license                  -                  1,000
  License written-off                      -                  1,000
  Organization expenses                    -                    655

                          -------------------  --------------------

                                           -                  2,655
                          -------------------  --------------------

Net Loss                                   -                (2,655)
                          ===================  ====================
</TABLE>


                                      -3-
<PAGE>
<TABLE>
<CAPTION>
K-2  Logistics.com  Inc.
(A  Development  Stage  Company)
Statement  of  Cash  Flows
(expressed  in  U.S.  dollars)
(unaudited)




                                                     Three Months      From June 1, 1999
                                                         Ended        (Date of Inception)
                                                    August 31, 2000     to May 31, 2000
                                                      (unaudited)          (audited)
                                                           $                   $
<S>                                                <C>                <C>
Cash Flows to Operating Activities
     Net loss                                                    -               (2,655)
     Non-cash items
          Organization costs paid by a director                  -                  155
          Amortization of license                                -                1,000
          License written-off                                    -                1,000
                                                   ----------------   ------------------

Net Cash Used by Operating Activities                            -                 (500)

                                                   ----------------   ------------------
Cash Flows from Financing Activities
     Increase in shares issued                                   -                  500
                                                   ----------------   ------------------

Net Cash Provided by Financing Activities                        -                  500
                                                   ----------------   ------------------

Change in cash                                                   -                    -
Cash - beginning of period                                       -                    -
                                                   ----------------   ------------------

Cash - end of period                                             -                    -
                                                   ================   ==================

Non-Cash Financing Activities
     A total of 2,000,000 shares were issued at
     a fair market value of $0.001 per share for
     the acquisition of a License (Note 3)                       -                2,000

     Organization costs paid for by a director
     for no consideration treated as additional
     paid in capital                                             -                  155
                                                   ----------------   ------------------

                                                                 -                2,155
                                                   ================   ==================

Supplemental Disclosures
     Interest paid                                               -                    -
     Income tax paid                                             -                    -
</TABLE>


                                      -4-
<PAGE>
K-2  Logistics.com  Inc.
(A  Development  Stage  Company)
Notes  to  the  Financial  Statements
(expressed  in  U.S.  dollars)
(unaudited)



1.   Development  Stage  Company

     K-2 Logistics.com Inc. herein (the "Company") was incorporated in the State
     of Nevada, U.S.A. on June 1, 1999. The Company acquired a license to market
     and  distribute  a  product.  As  discussed  in Note 3, this  license is in
     jeopardy and the Company has retained the right to sue the vendor.

     The Company's new business  plan is as a "blank check"  company.  Under the
     Securities  Act of 1933, a blank check  company is defined as a development
     stage  company  that  has no  specific  business  plan  or  purpose  or has
     indicated  that its business  plan is to engage in a merger or  acquisition
     with an  unidentified  company or companies  and is issuing  "penny  stock"
     securities.

     In a development stage company,  management  devotes most of its activities
     in investigating business opportunities.  Planned principal activities have
     not yet begun.  The ability of the  Company to emerge from the  development
     stage with respect to any planned principal  business activity is dependent
     upon its successful  efforts to raise additional  equity financing and find
     an  appropriate  merger  candidate.  There is no guarantee that K-2 will be
     able to raise any equity financing or find an appropriate merger candidate.
     There is substantial doubt regarding the Company's ability to continue as a
     going concern.


2.   Summary  of  Significant  Accounting  Policies

     (a)  Year  end

          The  Company's  fiscal  year  end  is  May  31,  2000.

     (b)  Licenses

          Costs to acquire  licenses are  capitalized  as incurred.  These costs
          will be  amortized  on a  straight-line  basis  over  their  remaining
          estimated useful lives.

     (c)  Cash  and  Cash  Equivalents

          The Company considers all highly liquid instruments with a maturity of
          three months or less at the time of issuance to be cash equivalents.

     (d)  Use  of  Estimates

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of assets  and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial  statements and the reported amounts of revenues
          and expenses  during the  periods.  Actual  results  could differ from
          those estimates.

     (e)  Adjustments

          These interim unaudited financial statements have been prepared on the
          same basis as the annual  financial  statements  and in the opinion of
          management,   reflect  all  adjustments,  which  include  only  normal
          recurring  adjustments,  necessary  to present  fairly  the  Company's
          financial  position,  results  of  operations  and cash  flows for the
          periods  shown.  The results of  operations  for such  periods are not
          necessarily  indicative of the results expected for a full year or for
          any future period.


                                      -5-
<PAGE>
3.   License

     The Company's  only asset is a license to distribute  and produce an oxygen
     enriched water product for  remediation of sewage,  and the rights accruing
     from this license.  The Company's  original  business plan was to determine
     the feasibility of the sewage and waste  remediation  application,  and, if
     proved to be feasible for this application,  become a producer. The Company
     acquired the three-year license from Mortenson & Associates on July 1, 1999
     by issuing 2,000,000 shares at a fair market value of $.001 or $2,000.  The
     general  partner of  Mortenson &  Associates  is also a former  spouse of a
     director  and officer of the Company.  Mortenson & Associates  acquired its
     right to sublicense Biocatalyst to the Company from NW Technologies.

     In December,  1999, David R. Mortenson,  Mortenson & Associates' principal,
     notified  the  Company  that he was  involved  in a legal  dispute  with NW
     Technologies,  and would be unable to  fulfill  his  obligations  under the
     license to the Company. As a result, the Company's ability to implement its
     business plan was seriously  undermined.  On February 18, 2000, Mortenson &
     Associates, the Company, and the Company's sole shareholder,  Eric Boehnke,
     entered  into a  settlement  agreement.  Under the terms of the  settlement
     agreement,  Mortenson &  Associates'  affiliate,  Vitamineralherb.com  will
     grant to Eric Boehnke a license to distribute vitamins and similar products
     in part for his  agreement  not to pursue  his  individual  claims  against
     Mortenson & Associates.  The settlement  agreement  provides that Mortenson
     will prosecute his claims against NW Technologies  diligently,  with a goal
     toward  recovering  the  Biocatalyst  rights.  Pursuant  to the  settlement
     agreement,  the  Company has  retained  its right to  prosecute  its claims
     against  Mortenson & Associates for breach of contract.  The Company has no
     plans  to  pursue  a claim at this  time.  August  31,  May 31,  2000  2000
     (unaudited) (audited) $ $

License
     Cost                                                    -         2,000
     Less  accumulated  amortization                         -        (1,000)
     Less  amount  written-off                               -        (1,000)
                                                       --------   -----------

                                                             -             -
                                                       ========   ===========


4.   Related  Party  Transaction

     The License  referred to in Note 3 was sold to the Company by a partnership
     whose  general  manager  is the  spouse of the  Secretary/Treasurer  of the
     Company and a director for consideration of 2,000,000 shares for total fair
     market  consideration  of $2,000.  These shares were paid evenly to the ten
     partners.


                                      -6-
<PAGE>
Item  2.     Management's  Discussion  and  Analysis  of Financial Condition and
--------------------------------------------------------------------------------
Results  of  Operations Management's  Discussion
------------------------------------------------


                                      -7-
<PAGE>
PART  II     Other  Information

Item  1.     Legal  Proceedings
--------     ------------------

             None

Item  2.     Changes  in  Securities
--------     -----------------------

             None

Item  3.     Defaults  upon  Senior  Securities
--------     ----------------------------------

             None

Item  4.     Submissions  of  Matters  to  a  Vote  of  Security  Holders
--------     ------------------------------------------------------------

             None

Item  5.     Other  Information
--------     ------------------

             None

Item  6.     Exhibits  and  Reports  on  Form  8-K
--------     -------------------------------------

             27.1  -  Financial  Data  Schedule


                                      -8-
<PAGE>
                                   Signatures

In  accordance  with the requirements of the Exchange Act, the Registrant caused
this  report  to  be  signed  on  its  behalf by the undersigned, thereunto duly
authorized.


Dated:  October 12, 2000                     K-2  LOGISTICS.COM  INC.


                                          By:   /s/  Eric  Boehnke
                                              -------------------------------
                                             Eric Boehnke, President, Secretary,
                                             Treasurer and Director


                                      -9-
<PAGE>