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  February  28,  2001
                                    -------------------

[ ]     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  X     NO
                                     ---

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: As of April 4, 2001 - 2,500,000 shares
of  common  stock,  par  value  $0.001.

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


<PAGE>
K-2  Logistics.com  Inc.
(A  Development  Stage  Company)

                                      INDEX

PART  I  -  Financial  Information                                          Page

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

Balance Sheets as of February 28, 2001 (unaudited) and
     May 31, 2000 (audited)                                                    2

Statements of Operations for the three months and nine months ended
     February  28,  2001  and  2000  (unaudited)                               3

Statements of Cash Flows for the nine months ended
     February 28, 2001 and 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
             -------------------------------------

Signatures                                                                    10


<PAGE>
<TABLE>
<CAPTION>
K-2  Logistics.com  Inc.
(A  Development  Stage  Company)
Balance  Sheet
(expressed  in  U.S.  dollars)
(unaudited)


                                                                February 28,   May 31,
                                                                    2000         2001
                                                                    $
                                                                (unaudited)    (audited)
<S>                                                              <C>           <C>
                                       Assets
License (Note 3)                                                           -         -
                                                                ============  ==========

                        Liabilities and Stockholders' Equity

Current Liabilities
  Accounts payable and accrued liabilities                               675         -
                                                                ------------  ----------


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

                                                                       2,655     2,655
Deficit Accumulated During the Development Stage                      (3,330)   (2,655)
                                                                ------------  ----------

                                                                        (675)        -
                                                                ------------  ----------

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


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

                                     From June 1, 1999            Three Months                Nine Months
                                    (Date of Inception)              Ended                       Ended
                                      to February 28,              February 28,               February 28,
                                        (unaudited)                (unaudited)                (unaudited)
                                            2001               2001            2000          2001       2000
                                            $                  $               $              $           $
<S>                                 <C>                   <C>             <C>             <C>          <C>


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

Expenses
    Amortization of license                       1,000               -               -            -      1,000
    License written-off                           1,000               -               -            -      1,000
    Organization expenses                           655               -               -            -        655
    Professional fees                               675             675               -          675          -
                                    --------------------  --------------  --------------  -----------  ---------

                                                  3,330             675               -          675      2,655
                                    --------------------  --------------  --------------  -----------  ---------

Net Loss                                         (3,330)           (675)              -         (675)    (2,655)
                                    ====================  ==============  ==============  ===========  =========


Loss Per Share                                                    (.001)              -        (.001)     (.001)
                                                          ==============  ==============  ===========  =========


Weighted Average Number of Shares                             2,500,000       2,500,000    2,500,000   2,500,000
                                                          ==============  ==============  ===========  =========
</TABLE>


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

                                                                  Nine Months Ended
                                                                    February 28,
                                                                     (unaudited)
                                                                    2001     2000
                                                                      $        $
<S>                                                                <C>       <C>
Cash Flows to Operating Activities
  Net loss                                                            (675)  (2,655)
  Non-cash items
    Organization costs paid by a director                                -      155
    Amortization of license                                              -    1,000
    License written-off                                                  -    1,000
  Change in non-cash working capital items
    Increase in accounts payable and accrued liabilities               675        -
                                                                   --------  -------

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
                                                                   ========  =======


                                                                             -4-

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


                                                                             -5-
<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.


                                                                             -6-
<PAGE>
     (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.


                                                                             -7-
<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.

                                            February 28,   May 31,
                                               2001         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.


                                                                             -8-
<PAGE>
Item  2.     Management's  Discussion  and  Analysis  of Financial Condition and
--------     -------------------------------------------------------------------
             Results  of  Operations
             -----------------------

The  following  discussion  and  analysis should be read in conjunction with the
Company's Financial Statements and Notes thereto and other financial information
included  elsewhere  in this Form 10-QSB. This Form 10-QSB contains, in addition
to  historical  information,  forward-looking  statements that involve risks and
uncertainties.  The  Company's  actual  results could differ materially from the
results discussed in the forward-looking statements. Factors that could cause or
contribute  to  such differences include those discussed below, as well as those
discussed  elsewhere  in  this  Form  10-QSB.

OVERVIEW

The  Company's  business  plan  is to merge with or acquire a business entity in
exchange for the Company's securities. The Company has no particular acquisition
in mind and has not entered into any negotiations regarding such an acquisition.
Neither the Company's sole officer and director nor any affiliate has engaged in
any  negotiations  with  any  representative  of  any  company  regarding  the
possibility  of  an  acquisition  or  merger  between the Company and such other
company.

Management  anticipates  seeking out a target company through solicitation. Such
solicitation  may  include  newspaper  or  magazine advertisements, mailings and
other  distributions  to  law  firms,  accounting  firms,  investment  bankers,
financial  advisors  and  similar persons, the use of one or more World Wide Web
sites  and  similar methods. No estimate can be made as to the number of persons
who  will  be contacted or solicited. Management may engage in such solicitation
directly  or  may employ one or more other entities to conduct or assist in such
solicitation.  Management  and  its  affiliates will likely pay referral fees to
consultants  and  others  who  refer  target  businesses for mergers into public
companies  in  which  management  and  its affiliates have an interest. Payments
would  be  made  if  a business combination occurs, and may consist of cash or a
portion  of  the stock in the Company retained by management and its affiliates,
or  both.

The  Company's  purpose  is  to  seek,  investigate  and,  if such investigation
warrants,  acquire  an  interest  in a business entity which desires to seek the
perceived advantages of a corporation which has a class of securities registered
under the Exchange Act. The Company will not restrict its search to any specific
business,  industry, or geographical location and the Company may participate in
a  business venture of virtually any kind or nature. Management anticipates that
it  will  be  able to participate in only one potential business venture because
the  Company  has  nominal  assets and limited financial resources. See "Part I,
Financial  Information"  This  lack  of  diversification  should be considered a
substantial  risk  to the shareholders of the Company because it will not permit
the  Company  to  offset  potential  losses  from one venture against gains from
another.

The  Company  will  not  restrict  its  search for any specific kind of business
entity,  but  may  acquire  a venture which is in its preliminary or development
stage,  which  is  already  in  operation,  or  in  essentially any stage of its
business  life.  It  is  impossible  to  predict  at this time the status of any
business in which the Company may become engaged, in that such business may need
to  seek  additional  capital, may desire to have its shares publicly traded, or
may  seek  other  perceived  advantages  which  the  Company  may  offer.

The  Company  may  seek a business opportunity with entities which have recently
commenced  operations,  or which wish to utilize the public marketplace in order
to  raise additional capital in order to expand into new products or markets, to
develop  a  new product or service, or for other corporate purposes. The Company
may acquire assets and establish wholly-owned subsidiaries in various businesses
or  acquire  existing  businesses  as  subsidiaries.

The Company anticipates that the selection of a business opportunity in which to
participate  will  be  complex and extremely risky. Management believes (but has
not  conducted any research to confirm) that there are business entities seeking
the  perceived  benefits  of  a  publicly registered corporation. Such perceived
benefits  may  include  facilitating  or improving the terms on which additional
equity  financing may be sought, providing liquidity for incentive stock options
or  similar  benefits  to  key  employees,  increasing  the  opportunity  to use
securities  for  acquisitions,  providing  liquidity  for shareholders and other
factors.  Business  opportunities  may be available in many different industries
and  at  various  stages  of  development,  all  of  which will make the task of
comparative  investigation and analysis of such business opportunities difficult
and  complex.


                                                                             -9-
<PAGE>
The  Company  has,  and  will continue to have, no capital with which to provide
cash  or  other  assets  to the owners of business entities. However, management
believes  the Company will be able to offer owners of acquisition candidates the
opportunity  to  acquire  a  controlling  ownership interest in a public company
without  incurring  the  cost  and  time  required  to conduct an initial public
offering.  Management  has  not  conducted  market  research and is not aware of
statistical  data  to  support the perceived benefits of a merger or acquisition
transaction  for  the  owners  of  a  business  opportunity.

The  analysis  of new business opportunities will be undertaken by, or under the
supervision  of,  the  sole  officer  and  director of the Company, who is not a
professional  business analyst. In analyzing prospective business opportunities,
management  will consider such matters as the available technical, financial and
managerial  resources; working capital and other financial requirements; history
of  operations,  if  any;  prospects  for  the future; the nature of present and
expected  competition;  the  quality and experience of management services which
may  be  available  and  the depth of that management; the potential for further
research, development, or exploration; specific risk factors not now foreseeable
but  which  then  may  be  anticipated  to impact the proposed activities of the
Company;  the  potential  for growth or expansion; the potential for profit; the
perceived  public  recognition  or  acceptance of products, services, or trades;
name identification; and other relevant factors. This discussion of the proposed
criteria  is  not  meant  to be restrictive of the Company's virtually unlimited
discretion  to  search  for  and  enter  into  potential business opportunities.

The  Company  may  enter into a business combination with a business entity that
desires  to  establish  a public trading market for its shares. A target company
may attempt to avoid what it deems to be adverse consequences of undertaking its
own  public  offering  by  seeking a business combination with the Company. Such
consequences  may  include,  but  are  not  limited  to,  time  delays  of  the
registration  process,  significant expenses to be incurred in such an offering,
loss  of  voting  control  to  public shareholders or the inability to obtain an
underwriter  or  to  obtain  an  underwriter  on  satisfactory  terms.

Management  of  the  Company, which in all likelihood will not be experienced in
matters  relating  to  the  business of a target company, will rely upon its own
efforts  in  accomplishing  the  business  purposes  of  the  Company.  Outside
consultants  or  advisors may be utilized by the Company to assist in the search
for  qualified  target  companies.  If  the  Company does retain such an outside
consultant  or  advisor,  any  cash  fee  earned  by such person will need to be
assumed by the target company, as the Company has limited cash assets with which
to  pay  such  obligation.

A  potential  target  company may have an agreement with a consultant or advisor
providing  that  services  of  the  consultant or advisor be continued after any
business  combination.  Additionally,  a  target company may be presented to the
Company  only  on  the condition that the services of a consultant or advisor be
continued  after  a merger or acquisition. Such preexisting agreements of target
companies  for  the  continuation  of  the  services  of attorneys, accountants,
advisors  or consultants could be a factor in the selection of a target company.

In  implementing  a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing  agreement  with  another  corporation  or entity. It may also acquire
stock  or  assets of an existing business. On the consummation of a transaction,
it  is likely that the present management and shareholder of the Company will no
longer  be  in  control  of  the  Company.  In  addition,  it is likely that the
Company's  officer  and  director  will, as part of the terms of the acquisition
transaction,  resign  and be replaced by one or more new officers and directors.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration under applicable federal and
state  securities  laws. In some circumstances, however, as a negotiated element
of  its  transaction,  the  Company  may agree to register all or a part of such
securities  immediately  after  the  transaction  is consummated or at specified
times  thereafter.  If  such  registration  occurs,  of  which  there  can be no
assurance,  it  will be undertaken by the surviving entity after the Company has
entered  into  an  agreement  for  a  business  combination or has consummated a
business  combination  and  the  Company  is  no longer considered a blank check
company.  Until  such  time  as  this  occurs, the Company will not register any
additional securities. The issuance of additional securities and their potential
sale  into  any trading market which may develop in the Company's securities may
depress  the  market  value  of the Company's securities in the future if such a
market  develops,  of  which  there  is  no  assurance.

While  the  terms  of a business transaction to which the Company may be a party
cannot be predicted, it is expected that the parties to the business transaction
will  desire  to avoid the creation of a taxable event and thereby structure the
acquisition  in  a  "tax-free"  reorganization  under Sections 351 or 368 of the
Internal  Revenue  Code  of  1986,  as  amended  (the  "Code").


                                                                            -10-
<PAGE>
With  respect  to  any merger or acquisition negotiations with a target company,
management  expects  to  focus  on  the  percentage  of the Company which target
company  shareholders  would  acquire in exchange for their shareholdings in the
target  company. Depending upon, among other things, the target company's assets
and  liabilities,  the  Company's  shareholders  will  in  all likelihood hold a
substantially  lesser percentage ownership interest in the Company following any
merger or acquisition. The percentage of ownership may be subject to significant
reduction  in  the  event the Company acquires a target company with substantial
assets.  Any  merger  or  acquisition effected by the Company can be expected to
have  a  significant  dilutive  effect  on  the percentage of shares held by the
Company's  shareholders  at  such  time.

The  Company  will  participate  in  a  business  opportunity  only  after  the
negotiation  and execution of appropriate agreements. Although the terms of such
agreements  cannot  be predicted, generally such agreements will require certain
representations  and  warranties  of  the  parties thereto, will specify certain
events  of  default,  will  detail the terms of closing and the conditions which
must  be  satisfied by the parties prior to and after such closing, will outline
the  manner  of  bearing  costs,  including  costs associated with the Company's
attorneys  and  accountants,  and  will  include  miscellaneous  other  terms.

The  Company  will  not  acquire  or  merge with any entity which cannot provide
audited  financial  statements  at  or  within a reasonable period of time after
closing  of  the  proposed  transaction.  The  Company  is subject to all of the
reporting  requirements  included  in  the  Exchange  Act.  Included  in  these
requirements  is the duty of the Company to file audited financial statements as
part of or within 60 days following its Form 8-K to be filed with the Securities
and Exchange Commission upon consummation of a merger or acquisition, as well as
the Company's audited financial statements included in its annual report on Form
10-K  (or  10-KSB,  as applicable). If such audited financial statements are not
available  at  closing,  or  within  time  parameters  necessary  to  insure the
Company's  compliance  with  the  requirements  of  the  Exchange Act, or if the
audited financial statements provided do not conform to the representations made
by  the  target  company,  the  closing  documents may provide that the proposed
transaction  will be voidable at the discretion of the present management of the
Company.

RESULTS  OF  OPERATIONS

During  the  period from June 1, 1999 (inception) through February 28, 2001, the
Company  has  engaged  in  no  significant  operations other than organizational
activities.

For  the  current  fiscal  year,  the  Company anticipates incurring a loss as a
result of ongoing professional fees associated continuous reporting requirements
under  the Securities Exchange Act of 1934, and expenses associated with setting
up  a  company  structure  to  begin implementing its business plan. The Company
anticipates  that  until  these  procedures  are completed, it will not generate
revenues  and  may  continue to operate at a loss thereafter, depending upon the
performance  of  the  business.

LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company  remains  in  the early development stage and, since inception, has
experienced  no  significant  change  in  liquidity  or  capital  resources  or
stockholder's  equity.  Consequently, the Company's balance sheet as of February
28,  2001  reflects  current  assets  of  $0.00.

The  Company will carry out its plan of business as discussed above. The Company
cannot  predict  to  what  extent  its  liquidity  and capital resources will be
diminished  prior  to  the consummation of a business combination or whether its
capital  will  be  further  depleted  by  the  operating  losses (if any) of the
business  entity  which  the  Company  may  eventually  acquire.

The  Company  will  need  additional  capital  to carry out its business plan to
engage  in  a  business  combination. No commitments to provide additional funds
have  been  made  by  management  or  stockholders. Accordingly, there can be no
assurance that any additional funds will be available on terms acceptable to the
Company or at all. Irrespective of whether the Company's cash assets prove to be
inadequate  to  meet its operational needs, the Company might seek to compensate
providers  of  services  by  issuances  of  stock  in  lieu  of  cash.


                                                                            -11-
<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:  April  4,  2001        K-2  LOGISTICS.COM  INC.


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


                                                                            -12-
<PAGE>