UNITED STATES 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, 2002


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

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


Commission File Number:          000-31443
                                 ---------


                             K-2 LOGISTICS.COM, INC.
                             -----------------------
             (Exact name of registrant as specified in its charter)


              Nevada                                    76-0609440
        -----------------                          ---------------------
     (Place of Incorporation)                     (IRS Employer ID Number)



             1820 Fulton Avenue, West Vancouver, BC CANADA  V7V 1S9
             ------------------------------------------------------

              (Address of registrant's principal executive office)

                                 (604) 970-0999
                                 --------------
                         (Registrant's telephone number)


Indicate  by  check  mark  whether  the  registrant  has  (1) filed  all reports
required  to  be  filed by Section 13 of  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
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 MARCH 31, 2002 - 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     1
-------    --------------------

Balance Sheets as of February 28, 2002 (unaudited) and May 31, 2001 (audited) 1

Statements of Operations for the three months and nine months ended February 28,
2002 (unaudited)     2

Statements of Cash Flows for the nine months ended February 28, 2002 and 2001
(unaudited)     3

Notes to the Financial Statements     4

Item 2.    Management's Discussion and Analysis or Plan of Operation     6
-------    ---------------------------------------------------------

PART II - Other Information        9

     Item 1: Legal  Proceedings  9
     Item 2: Changes in Securities and Use of Proceeds  9
     Item 3: Defaults Upon Senior Securities  9
     Item 4: Submissions of Matters to a Vote of Security Holders  9
     Item 5: Other  Information  9
     Item 6: Exhibits  and  Reports  on  Form  8-K  9

Signatures     10


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


                                                               February 28,    May 31, 2002
                                                                  2001
                                                                    $               $
                                                               (unaudited)      (audited)
<S>                                                           <C>             <C>
                                  Assets
License (Note 3)                                                          -              -

                                                              --------------  -------------
Total Assets                                                              -              -

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

                 Liabilities and Stockholder's Deficit

Current Liabilities

  Accounts payable and accrued liabilities (Note 4(b))                6,742          1,200

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

Total Liabilities                                                     6,742          1,200

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

Contingent Liability (Note 1)

Stockholder's Deficit

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                     (9,397)        (3,855)

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

Total Stockholder's Deficit                                          (6,742)        (1,200)

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

Total Liabilities and Stockholder's Deficit                               -              -

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


                                                                           - 1 -
<PAGE>
<TABLE>
<CAPTION>
K-2 Logistics.com Inc.
(A Development Stage Company)
Statements 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,
                                           2002               2002            2001           2002          2001
                                            $                  $               $               $             $
<S>                                <C>                   <C>             <C>             <C>            <C>
Revenues                                             -               -               -              -            -
                                   --------------------  --------------  --------------  -------------  -----------
Expenses

  Amortization of license                        1,000               -               -              -            -
  License written-off                            1,000               -               -              -            -
  Organization expenses                            655               -               -              -            -
  Professional fees                              6,742           5,042             675          5,242          675

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

                                                 9,397           5,042             675          5,242          675

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

Net Loss                                        (9,397)         (5,042)           (675)        (5,242)        (675)

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

Loss Per Share                                                    (.01)            .01           (.01)         .01
                                                         ==============  ==============  =============  ===========

Weighted Average Number of Shares                            2,500,000       2,500,000      2,500,000    2,500,000

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


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


                                                                 Nine Months
                                                                    Ended
                                                                  February 28,
                                                              2002          2001
                                                               $             $
                                                          (unaudited)   (unaudited)
<S>                                                       <C>           <C>
Cash Flows to Operating Activities
  Net loss                                                     (5,542)        (675)

  Non-cash items
    Organization costs paid by a director                           -            -
    Amortization of license                                         -            -
    License written-off                                             -            -

  Change in non-cash working capital items
    Increase in accounts payable and accrued liabilities        5,542          675

                                                          ------------  -----------
Net Cash Used by Operating Activities                               -            -

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

Cash Flows from Financing Activities                                -            -

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

Net Cash Provided by Financing Activities                           -            -

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

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

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

Cash - end of period                                                -            -

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

Non-Cash Financing Activities                                       -            -

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

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


                                                                           - 3 -
<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.

      (b) 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.

      (c) 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.

      (d) License

          The cost to acquire the License was capitalized. The carrying value of
          the License is evaluated in each reporting period to determine if
          there were events or circumstances which would indicate a possible
          inability to recover the carrying amount. Such evaluation is based on
          various analyses including assessing the Company's ability to bring
          the commercial applications to market, related profitability
          projections and undiscounted cash flows relating to each application
          which necessarily involves significant management judgment. Where an
          impairment loss has been determined the carrying amount is
          written-down to fair market value. Fair market value is determined as
          the amount at which the license could be sold in a current transaction
          between willing parties. The License has been written-off to
          operations due to the lack of historical cash flow of the license and
          lack of a market to resell the license.

      (e) Interim Financial Statements

          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


                                                                           - 4 -
<PAGE>
          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.

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. At
     the time of this transaction, the general partner of Mortenson & Associates
     was the 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.


4.   Related Party Transactions

     (a)  The License referred to in Note 3 was initially sold to the Company by
          a partnership whose general manager was the spouse of the former
          Secretary/Treasurer of the Company and a former 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.

          Subsequently these shares along with the original issue of 500,000
          shares were purchased by Eric Boehnke, the President of the Company
          and sole shareholder.

     (b)  Included in accounts payable is $1,075 owing to the President of the
          Company and $4,467 due to a company controlled by the President for
          expenses paid on behalf of the Company. These amounts are non-interest
          bearing and due on demand.


                                                                           - 5 -
<PAGE>
Item 2.   Management's Discussion and Analysis or Plan of Operation
-------------------------------------------------------------------

The following discussion and analysis of K-2 Logistics.com's financial condition
and results of operations should be read in conjunction with the Financial
Statements and accompanying notes and the other financial information appearing
elsewhere in this report. The statements contained in this section include
projections of future results and "forward-looking statements" as that term is
defined in Section 27A of the Act, and Section 21E of the Exchange Act. All
statements that are included in this Form 10QSB, other than statements of
historical fact, are forward-looking statements. Although management believes
that the expectations reflected in these forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to have
been correct. Important factors that could cause actual results to differ
materially from the expectations are disclosed in this report, including,
without limitation, in conjunction with those forward-looking statements
contained in the report.

Overview
--------

K-2 Logistics.com is a blank check company whose plan of operation over the next
twelve months is to seek and, if possible, acquire an operating business or
valuable assets by entering into a business combination.

K-2 Logistics.com remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
shareholder's equity. Consequently, K-2 Logistics.com's balance sheet as of
February 28, 2002, reflects total assets of nil.

The Company is a development stage company as defined in Statement of Financial
Accounting Standards No. 7, "Accounting and Reporting by Development Stage
Enterprises." The Company has not been operational, other than occasionally
searching for a business or venture to acquire, as described below, or had
revenues other than interest income since its inception. All losses accumulated
since inception have been considered as part of the Company's development stage
activities.

Plan of Operation
-----------------

During the period from June 1, 1999 through February 28, 2002, K-2 Logistics.com
has engaged in no significant operations other than organizational activities
and preparation of a registration statement to become a reporting company under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). No
revenues were received by K-2 Logistics.com during this period.

The proposed business activities described herein classify the Company as a
"blank check" company. Many states have enacted statutes, rules and regulations
limiting the sale of securities of "blank check" companies in their respective
jurisdictions. Management does not intend to undertake any efforts to cause a
market to develop in the Company's securities until such time as the Company has
successfully implemented its business plan.

The SEC defines a blank check company as one which has no specific business or
plan other than to consummate an acquisition of or merge into another business
or entity. A number of states have enacted statutes, rules and regulations
limiting the sale of securities of "blank check" companies in their respective
jurisdictions. Additionally, some states prohibit the initial offer and sale as
well as any subsequent resale of securities of shell companies to residents of
their states. For this reason, management advises that any potential investor
who has an interest in the Company should consult local blue sky counsel to
determine whether the state within which that investor resides prohibits the
purchase of shares of the Company in that jurisdiction.

The selection of a business opportunity in which to participate is complex and
risky. Additionally, as the Company has only limited resources, it may be
difficult to find favourable opportunities. There can be no assurance that the
Company will be able to identify and acquire any business opportunity which will
ultimately prove to be beneficial to the Company and its shareholders. The
Company will select any potential business opportunity based on management's
business judgment.

The Company voluntarily filed a registration statement on Form 10-SB in order to
make information concerning itself more readily available to the public.
Management believes that a reporting company under the Exchange Act could
provide a prospective merger or acquisition candidate with additional
information concerning the Company. In addition, management believes that this
might make the Company more attractive to an operating business opportunity as a
potential business combination candidate. As a result of filing its registration
statement, the Company is obligated to file with the Commission certain interim


                                                                           - 6 -
<PAGE>
and periodic reports including an annual report containing audited financial
statements. The Company intends to continue to voluntarily file these periodic
reports under the Exchange Act even if its obligation to file such reports is
suspended under applicable provisions of the Exchange Act.

Any target acquisition or merger candidate of the Company will become subject to
the same reporting requirements as the Company upon consummation of any such
business combination. Thus, in the event that the Company successfully completes
an acquisition or merger with another operating business, the resulting combined
business must provide audited financial statements for at least the two most
recent fiscal years or, in the event that the combined operating business has
been in business less than two years, audited financial statements will be
required from the period of inception of the target acquisition or merger
candidate.

The Company has no recent operating history and no representation is made, nor
is any intended, that the Company will be able to carry on future business
activities successfully. Further, there can be no assurance that the Company
will have the ability to acquire or merge with an operating business, business
opportunity or property that will be of material value to the Company.

There is always a present potential that the Company may acquire or merge with a
business or company in which the Company's promoters, management, affiliates or
associates directly or indirectly have an ownership interest. There is no formal
existing corporate policy regarding such transactions, however, in the event
such a potential arises, the Company shall disclose any conflict of interest to
its directors and shareholders for purposes of determining whether to acquire or
merge with such a business. Management does not foresee or is aware of any
circumstances under which this policy may be changed.

The Company will not be restricted in its search for business combination
candidates to any particular geographical area, industry or industry segment,
and may enter into a combination with a private business engaged in any line of
business, including service, finance, mining, manufacturing, real estate, oil
and gas, distribution, transportation, medical, communications, high technology,
biotechnology or any other. Management's discretion is, as a practical matter,
unlimited in the selection of a combination candidate. Management of the Company
will seek combination candidates in the United States and other countries, as
available time and resources permit, through existing associations and by word
of mouth. This plan of operation has been adopted in order to attempt to create
value for the Company's shareholders.

The Company at this time does not foresee generating any substantial income over
the next 12 months. The Company's main purpose and goal is to locate and
consummate a merger or acquisition with a private entity. The Company's
directors will be compensated with stock of any surviving Company subsequent to
a merger or acquisition with a private entity.

The Company has no commitment for any capital expenditure and foresees none.
However, the Company will incur routine fees and expenses incident to its
reporting duties as a public company, and it will incur expenses in finding and
investigating possible acquisitions and other fees and expenses in the event it
makes an acquisition or attempts but is unable to complete an acquisition. The
Company's cash requirements for the next 12 months are relatively modest,
principally accounting expenses and other expenses relating to making filings
required under the Exchange Act, which should not exceed $1,500 per fiscal
quarter. Any travel, lodging or other expenses which may arise related to
finding, investigating and attempting to complete a combination with one or more
potential acquisitions could also amount to thousands of dollars.

The Company will only be able to pay its future debts and meet operating
expenses by raising additional funds, acquiring a profitable company or
otherwise generating positive cash flow. As a practical matter, the Company is
unlikely to generate positive cash flow by any means other than acquiring a
company with such cash flow. The Company believes that management members or
shareholders will loan funds to the Company as needed for operations prior to
completion of an acquisition. Management and the shareholders are not obligated
to provide funds to the Company, however, and it is not certain they will always
want or be financially able to do so. The Company's shareholders and management
members who advance money to the Company to cover operating expenses will expect
to be reimbursed, either by the Company or by the company acquired, prior to or
at the time of completing a combination. The Company has no intention of
borrowing money to reimburse or pay salaries to any Company officer, director or
shareholder or their affiliates. There currently are no plans to sell additional
securities of the Company to raise capital, although sales of securities may be


                                                                           - 7 -
<PAGE>
necessary to obtain needed funds. The Company's current management and its
counsel have agreed to continue their services to the Company and to accrue sums
owed them for services and expenses and expect payment reimbursement only.

Should existing management or shareholder refuse to advance needed funds,
however, the Company would be forced to turn to outside parties to either loan
money to the Company or buy the Company securities. There is no assurance
whatever that the Company will be able at need to raise necessary funds from
outside sources. Such a lack of funds could result in severe consequences to the
Company, including among others:

     (1)  failure to make timely filings with the SEC as required by the
          Exchange Act, which also probably would result in suspension of
          trading or quotation in the Company's stock and could result in fines
          and penalties to the Company under the Exchange Act;

     (2)  curtailing or eliminating the Company's ability to locate and perform
          suitable investigations of potential acquisitions; or

     (3)  inability to complete a desirable acquisition due to lack of funds to
          pay legal and accounting fees and acquisition-related expenses.

The Company hopes to require potential candidate companies to deposit funds with
the Company that it can use to defray professional fees and travel, lodging and
other due diligence expenses incurred by the Company's management related to
finding and investigating a candidate company and negotiating and consummating a
business combination. There is no assurance that any potential candidate will
agree to make such a deposit.

The Company does not intend to do any product research or development. The
Company does not expect to buy or sell any real estate, plant or equipment
except as such a purchase might occur by way of a business combination that is
structured as an asset purchase, and no such asset purchase currently is
anticipated. Similarly, the Company does not expect to add additional employees
or any full-time employees except as a result of completing a business
combination, and any such employees likely will be persons already then employed
by the company acquired.

In its Independent Auditor's Report dated June 5, 2001, K-2 Logistics.com's
accountants state that K-2 Logistics.com's failure to generate revenues and
conduct operations since its inception raise substantial doubt about K-2
Logistics.com's ability to continue as a going concern. K-2 Logistics.com will
require substantial working capital, and currently has inadequate capital to
fund its business. K-2 Logistics.com may be unable to raise the funds necessary
for implementing its business plan, which could severely limit its operations
and cause its stock to be worthless.


                                                                           - 8 -
<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
-------   --------------------------------

          (a)  Exhibits

               Exhibits included or incorporated by reference in this document
               are set forth in the Exhibit Index.

                                Index to Exhibits

                   Exhibit Number          Description
                   --------------   -------------------------------------------
                   3.1 (1)          Articles of Incorporation
                   3.2 (1)          Bylaws
                   4.1 (1)          Specimen Share Certificate for Common Stock
                   4.2 (1)          Lock Up Agreement


               (1) previously filed as exhibit to registrant's Registration
               Statement on Form 10-SB filed on September 1, 2000.

                             (b)     Reports on 8-K

           There were no reports on Form 8-K filed during the quarter.


                                                                           - 9 -
<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 9, 2002            K-2 LOGISTICS.COM INC.


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


                                                                          - 10 -
<PAGE>