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  November 30, 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  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 January 18, 2001 - 2,500,000
shares  of  common  stock,  par  value  $0.001.

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


<PAGE>
                                                                               1
<TABLE>
<CAPTION>
K-2  Logistics.com  Inc.
(A Development Stage Company)


                                          INDEX

PART I - Financial Information                                                            Page
<S>                                                                                       <C>
Item 1.   Financial statements                                                               2
-------   --------------------

Balance Sheets as of November 30, 2000 (unaudited) and May 31, 2000 (audited)                2

Statements of Operations for the three months and six months ended
          November 30, 2000 and 1999 (unaudited)                                             3

Statements of Cash Flows for the six months ended November 30, 2000 and 1999 (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                                                                                   9
</TABLE>


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



                                                               November 30,  May 31, 2000
                                                                 2000
                                                                   $              $
                                                               (unaudited)    (audited)
<S>                                                            <C>           <C>
                                     Assets
License (Note 3)                                                         -             -
                                                               ============  ============

                        Liabilities and Stockholders' Equity

Current Liabilities

   Accounts payable and accrued liabilities                              -             -
                                                               ------------  ------------

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                    (2,655)       (2,655)
                                                               ------------  ------------

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


<PAGE>
                                                                               3
<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             Six Months
                               (Date of Inception)       Ended                   Ended
                                 to November 30,      November 30,            November 30,
                                   (unaudited)        (unaudited)             (unaudited)
                                      2000         2000        1999        2000        1999
                                        $           $           $           $            $
<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
                                   -----------  ----------  ----------  ----------  -----------

                                        2,655            -           -           -       2,655
                                   -----------  ----------  ----------  ----------  -----------
Net Loss                               (2,655)           -           -           -      (2,655)
                                   ===========  ==========  ==========  ==========  ===========

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

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


<PAGE>
                                                                               4
<TABLE>
<CAPTION>
K-2  Logistics.com  Inc.
(A Development Stage Company)
Statement  of  Cash  Flows
(expressed in U.S. dollars)
(unaudited)



                                                     Six Months Ended
                                                       November 30,
                                                       (unaudited)
                                                     2000        1999
                                                      $           $
<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>


<PAGE>
                                                                               5
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.


<PAGE>
                                                                               6

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.

                                                        November 30,    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.

ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  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-SB. This Form 10-SB 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-SB.

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.


<PAGE>
                                                                               7

     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  "Item  F/S,  Financial Statements."  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.

     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.


<PAGE>
                                                                               8

     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").

     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.


<PAGE>
                                                                               9

RESULTS  OF  OPERATIONS

     During  the period from June 1, 1999 (inception) through November 30, 2000,
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  organizational expenses, expenses associated with registration 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  other  than  interest  income,  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  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 November
30,  2000  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.



                                   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:  January 22, 2001                     K-2  LOGISTICS.COM  INC.


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


<PAGE>