UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-QSB

     (MarkOne)

x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 for the quarterly period ended March 31, 1997

     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: 0-27418


                               KINETIKS.COM, INC.
       (Exact name of small business issuer as specified in its charter)



               Delaware                                        76-0478045
     (State or other jurisdiction of                         (IRS Employer
     incorporation or organization)                        Identification No.)


   700 Rockmead,  Suite 150, Kingwood, Texas                    77339 
    (Address of principal executive offices)                 (Zip Code)

                                 (281) 359-7638
                          (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12
months (or for such  shorter  period  that the issuer was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.

                                   YES  NO x

As of March 31,  1997 there were  3,387,924  shares of Common  Stock,  par value
$0.001 per share, outstanding.

Transitional Small Business Disclosure Format
(Check One):

YES   NO  x

<PAGE>


                               KINETIKS.COM, INC.

                              INDEX TO FORM 10-QSB
                             For the Quarter Ended
                                 March 31, 1997


Part I Financial Information

     Item 1. Financial Statements (unaudited) 
                                                                           PAGE

          Balance Sheet...................................................... 3

          Statements of Operations ...........................................4

          Statements of Cash Flows ...........................................5

          Notes to Financial Statements ......................................6

     Item 2. Management's Discussion and Analysis or
          Plan of Operation ..................................................9

Part II Other Information

          Item 1.  Legal Proceedings .........................................12

          Item 2.  Changes in Securities .....................................12

          Item 3.  Defaults Under Senior Secured Agreements ..................12

          Item 4.  Submission of Matters to a Vote of Securities Holders .....12

          Item 5.  Other .....................................................12

          Item 6.  Exhibits and Reports on Form 8-K ..........................13


Signatures ...................................................................14

Exhibit 1:  Statement of Computation of earning per share ....................15


                                       2
<PAGE>


                         Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

                               Kinetiks.com, Inc.

                                 Balance Sheet
                                  (Unaudited)


                                                                March 31, 1997
                                                                --------------
     Assets

     Current assets:

          Cash and cash equivalents                              $           -
          Accounts receivable                                          135,538
          Notes and advances due from officers and employees             6,431
          Prepaid expenses and other current assets                     55,474
                                                                 -------------
    
     Total current assets                                              197,443
          
          Property and equipment, net                                   43,371
                                                                 -------------
     Total  assets                                               $     240,814
                                                                 =============

     Liabilities and stockholders' equity
     Current liabilities:
          Notes payable                                          $     344,542
          Note payable to shareholder                                    9,000
          Accounts payable                                             806,702
          Accrued compensation                                          10,000
          Other accrued expenses                                       183,205
                                                                 -------------
     Total current liabilities                                       1,353,448

     Note payable to shareholder officer                               157,233

     Stockholders' equity:

          Preferred stock,  $.001 par value,  500,000  shares
              authorized; none issued                                       -
          Common stock, $.001 par value, 20,000,000 shares               3,388
              authorized;  3,387,924 issued and outstanding 
              at  September 30, 1996
          Additional paid-in capital                                 5,264,354
          Accumulated deficit                                       (6,537,609)
                                                                 -------------
     Total stockholders' equity                                     (1,269,867)
                                                                 -------------
     Total liabilities and stockholders' equity                  $     240,814
                                                                 =============

See accompanying notes.

                                       3
<PAGE>



                               Kinetiks.com, Inc.

                            Statements of Operations
                                  (Unaudited)

                                              Three months      Three months
                                                  ended            ended
                                              March 31, 1997    March 31, 1996
                                              --------------    --------------


     Revenue                                  $      374,469    $      245,209

     Operating expenses:
          Cost of revenue                             73,213           279,959
          Research and development                         0            37,739
          Sales and marketing                        359,516           678,359
          General and administrative                 166,600           419,585
                                               -------------     -------------
                                                     599,329         1,415,642
                                               -------------     -------------
     Operating loss                                 (224,860)       (1,170,433)

     Other income (expense):
          Interest income                                  0            33,940
          Other income                                12,638             1,682
          Interest expense                            (4,965)          (11,376)
                                               -------------     -------------
     Net loss                                  $    (217,187     $  (1,146,187)
                                               =============     ============= 
     
     Net loss per common and common
          equivalent share                     $       (0.06)    $       (0.21)
                                               =============     ============= 

     Shares used in computing net loss per
          common and common equivalent share       3,387,924         5,380,000
                                               =============     ============= 


See accompanying notes.


                                       4
<PAGE>




                               Kinetiks.com, Inc.

                            Statements of Cash Flows
                                  (Unaudited) 

                                                Three months      Three months
                                                    ended            ended
                                                March 31, 1997    March 31, 1996
                                                --------------    --------------

Operating activities

     Net cash used in operating activities     $    (121,726)    $   (1,361,205)
     
Investing activities

     Purchase of property and equipment                    -           (298,249)

Financing activities

     Proceeds from notes payable                           -            270,000
     Proceeds from notes payable                     112,500
     Repayment of note payable to shareholder        (17,250)           (30,000)
                                                ------------       ------------ 
     Net cash provided by financing activities        95,250            240,000
                                                ------------       ------------
     Net (decrease) increase in cash                 (26,476)        (1,419,454)

     Cash and cash equivalents at beginning
          of period                                   26,476          1,896,964
                                                ------------       ------------
     Cash and cash equivalents at end 
          of period                           $            0        $   477,510
                                              ==============        ===========

Supplemental disclosure of noncash
investing and financing transactions

     Cash paid during the period for interest              0                  0


See accompanying note.

                                       5
<PAGE>



                               KINETIKS.COM, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                  (Unaudited)

1. Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with the  instructions  to Form  10-QSB and Item 310(b) of  Regulation  S-B.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results  for the three  month  period  ended  March  31,1997  are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 1997.

Due to the inadequacy of funds to complete an audit, the company has not filed a
form  10-KSB for the period  ended  December  31, 1996 with the  Securities  and
Exchange Commission.


2. Summary of Significant Accounting Policies

Revenue and Cost of Revenue

Revenues from the sale of Internet Web Services is  recognized  ratably over the
period in which the web sites are produced on the Internet. Payments received in
advance of providing  online web  services  and contract  amounts that have been
billed but have not been  earned are  recorded as  deferred  revenue.  All costs
related to revenue producing  activities are expensed as incurred.  Revenues for
the three months ended March 31, 1997  include  $238,608 in tradeouts  for which
payment was received in the form of goods and services.

Management  believes  that the majority of costs  associated  with an online web
advertisement or creation of a web site are incurred in the set-up period.

Income Taxes

Income taxes are accounted for under Statement of Financial Accounting Standards
No. 109,  "Accounting for Income Taxes." Under this method,  deferred tax assets
and  liabilities  are  determined  based on  differences  between the  financial
reporting  and tax bases of assets and  liabilities  and are measured  using the
enacted  tax rates and laws that  will be in  effect  when the  differences  are
expected to reverse.

For the period from inception  through August 14, 1995, RDS and RDS, L.L.C. were
organized  as a sole  proprietorship  and a  Texas  Limited  Liability  Company,
respectively.  As a result,  the income  benefits  from  operations  during this
period passed  directly to the sole proprietor and  shareholders,  respectively.
The expenditures  incurred prior to the Company's  merger with RDS, L.L.C.  were
primarily start-up expenditures.  Cumulative losses since inception have created
a  total  deferred  tax  asset  of  $  2,222,,000.  A  valuation  allowance  was
established  for the full amount of these deferred tax assets because the future
realization of the cumulative tax benefit is not assured.

                                       6
<PAGE>

3. Stock Option Plan

Under the Company's Plan 1,600,000 options were available. As of March 31, 1997,
1,339,175 shares covered by options are  outstanding.  The options are generally
exerciseable  for up to ten years following the date of grant (five years for 10
percent owners).  As of March 31, 1997 a total of 905,475 ,were exerciseable and
elections to exercise 1,550 options had been received.

4.  Warrants

As of March 31, 1997,  525,000  warrants to purchase shares of common stock on a
1:1 basis were  outstanding.  The warrants are generally  exerciseable for up to
ten years  following the date of grant.  As of March 31, 1997 a total of 525,000
were exerciseable.


5.  Debt Agreements

During the three months ended March 31, 1997, the company borrowed $112,500 from
various  sources at 8 % to fund  immediate  essential  expenditure  requirements
related  to  operations.  In an effort to reduce  debt,  the note  payable  to a
shareholder  and a  shareholder  officer  was  reduced  by 20,000  and  $21,000,
respectively,   in  exchange  for  the  company's  boat  and  automobile.   Both
transactions resulted in a gain.

The note  payable to the  shareholder  officer  of  $157,235  including  accrued
interest matured on January 2, 1997.


6.  Per Share Amounts

For 1997 and 1996, net loss per common and common  equivalent  share is computed
using  the  weighted  average  number  of  common  shares  outstanding.   Common
equivalent shares were excluded due to the fact that they are anti-dilutive.


7.  Subsequent Events

On  November  27,  1996,  the  Company  entered  into a letter of  understanding
("Letter  of  Understanding")  with  Trader  Publishing  Company  ("Trader")  of
Norfolk, Virginia for the sale of substantially all of the assets of the Company
for $750,000 cash subject to the finalization of a definitive purchase agreement
to be completed by January 2, 1997.  An earnest  money  deposit in the amount of
$110,000  was paid to the Company by Trader upon the  execution of the Letter of
Understanding.

On December 19, 1996, the Company executed a Commercial Note in favor of Trader,
wherein Trader loaned the Company $110,000.  This Commercial Note was subject to
a general security agreement ("Security  Agreement")  encumbering  substantially
all of the assets of the Company and a Confession  of Judgment  provision in the
event of a default in the terms of the Commercial Note.

                                       7
<PAGE>


As a result of the Company  and Trader  being  unable to  finalize a  definitive
agreement  pursuant to the Letter of  Understanding,  Trader, on March 31, 1997,
notified the Company  that the earnest  money  deposit plus other  consideration
advanced  to the Company  under the Letter of  Understanding  and the  principal
amount of the  Commercial  Note plus  interest,  costs and expenses were due and
payable.  Trader also  notified  the Company of its  intention  to exercise  its
rights under the Security Agreement unless payment was made.

On April 9, 1997,  Trader  entered its  confession of Judgment on the Commercial
Note in the Circuit Court of Norfolk,  Virginia. On April 18, 1997, the Judgment
was  entered in the  District  Court of Harris  County,  Texas,  and a Notice of
Public Sale of the assets of the Company  covered by the Security  Agreement was
posted for May 13, 1997. In addition,  on April 18, 1997, Trader filed an action
against  the  Company  alleging  a breach  of the  Letter of  Understanding  and
requesting  a return of the  earnest  money  deposit  as well as the  payment of
penalties and expenses.

In an effort to settle all disputes between the Company and Trader,  the Company
entered into  discussions with Wildwood  Capital L.L.C.,  ("Wildwood"),  a Texas
limited liability corporation. Wildwood agreed to pay Trader the sum of $228,000
in exchange for Trader  transferring to Wildwood all rights,  title and interest
it has in any claims,  liens and security  interest against the Company pursuant
to the Judgment on the Commercial Note, the litigation referred to above and the
Letter of  Understanding  and any liens  securing the above.  In  addition,  the
Company and Trader released each other from any claims,  causes of action, debts
or other liabilities.

Wildwood and the Company then entered into a Settlement Agreement and Release on
May 19, 1997, under which the Company transferred to Wildwood the assets covered
by the Security  Agreement  consisting  of  substantially  all of the  Company's
assets in  settlement  of the  Judgment  on the  Commercial  Note and in lieu of
foreclosure by Wildwood.  The Company and Wildwood  agreed to release each other
from any claims,  causes of action, debts and liabilities relating to the Letter
of Understanding and the Commercial Note and any judgments, litigation or causes
of action arising therefrom.

In addition,  Wildwood has  conditionally  committed to purchase the obligations
owed by the Company to unsecured creditors.  The offer to unsecured creditors is
to fund payment in full of ten percent of their claims by July 15, 1997 provided
a  conditional  release is executed by each  creditor and returned no later than
July 3, 1997. The offer is also  conditional upon the receipt of the conditional
releases from creditors  holding a minimum of ninety percent of the gross amount
of the unsecured debt of the Company.

The auditors  Ernst & Young are members of the  unsecured  creditor  group being
asked to accept the ten percent  settlement  offer.  Their acceptance  conflicts
with necessary independence requirements and has required the auditors to submit
a resignation effective June 10, 1997.

                                       8

<PAGE>


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

General

The Management's  Discussion and Analysis should be read in conjunction with the
financial statements of the Company and the notes related thereto.

A  significant  portion of the Company's  current  revenue has been derived from
sales to customers of advertising and web services on the Internet. The contract
price  included in each web services  contract  covers various time periods and,
except  for a  mutually  agreed  upon  setup  fee  which is  non-refundable  and
recognized  when the web site is approved,  the balance of the contract price is
then recognized as income apportioned equally over the number of months that the
advertisements and web services will be in effect and "on-line" as agreed in the
contract.

Since the major  component  of the cost of these sales is incurred  prior to the
time a web site is  placed  "online",  matching  of these  costs  with  reported
revenue is not accomplished.


Results of Operations


Gross Revenues

For the three months ended March 31, 1997,  recognized  revenue from advertising
and web service sales was $ 133,120. In addition,  during the three months ended
March 31, 1997,  the Company  recognized  additional  revenue  from  Exchange of
Services in the amount of $238,608,  and from Merchandise Sales of $2,741. Total
recognized operating revenue was $374,469.

Cost of Revenue

Cost of Revenue  during the three months ended March 31, 1997 was $73,213.  This
cost is  composed  primarily  of payroll  cost of the  production  staff and the
payroll cost of the technical staff  attributable  to the online  maintenance of
the Internet Waterway.

Research and Development

The company has suspended  research and development  projects until such time as
future events indicate a profitable market for potential products.

Sales and Marketing

For the three months ended March 31, 1997, Sales and Marketing  expenses totaled
$359,516. This expense includes corporate identity advertising in major national
circulation  industry and trade magazines of $238,608.  The balance of Sales and
Marketing  expense  covered payroll  expenses,  commissions,  travel,  and trade
shows.

                                       9
<PAGE>


General and Administrative

For the three months ended March  31,1997,  General and  Administrative  expense
totaled $166,600. These expenses consisted primarily of fixed overhead expenses,
payroll cost, fees for  professional  services and all other expenses which were
not identifiable as being chargeable or allocable to the other areas.

Other Income (Expense)

Other  income  (expense) is  primarily  composed of interest  earned on Treasury
Bills,  gain on sale of assets,  fees from  sharing  arrangements  with  certain
advertisers  and  interest  expense  associated  with  borrowing  from the major
shareholder  and interest on certain  loans from the  Company's  bank related to
major equipment purchases.

Factors Affecting Operating Results

The Company is in severe financial distress. While the company has made progress
in its efforts to expand the business,  the revenue side of the business has not
kept  pace  with  expenses  leading  to in  excess  of six  million  dollars  of
cumulative  losses.  The  Company  has  not  been  able  to  meet  the  required
advertising  revenues and direct online transaction revenues that were expected.
In addition,  a significant portion of the revenue stream in 1996 has been trade
for service income.

Prior to 1996,  the Company had no  financial  history on which to base  planned
operating expense.  Therefore, the Company's projected expense levels were based
primarily on its  anticipated  future  revenues.  In large part,  the  projected
expense  levels  were  fixed  and  could  not be  quickly  adjusted.  Therefore,
shortfall of sales,  relative to the Company's  expectations,  had a significant
negative impact on the Company's business and financial condition. To the extent
that these expenses did not produce increased revenues,  the Company's business,
operating results and financial condition were significantly adversely affected.

The Company has revised its budgets in order to attempt to bring its expenses in
line with its expected cash flow. The Company has made major  adjustments in its
expense  structure,   including  staff  layoffs,  salary  deferrals  and  salary
reductions  for  senior  staff  members.  Such  measures  have  reduced  monthly
operating expenses to approximately $65,000 in May 1997.

Liquidity and Capital Resources

The Company has  financed  its  operations  through  private and public sales of
equity securities and loans advanced by an officer and others.  Cash provided by
operating activities has fallen far short of projections.

The net proceeds from the Initial Public Offering (December 1995), together with
cash flows  generated  from  operations,  have not been  sufficient  to meet the
Company's cash needs for working capital and capital  expenditures.  The Company
has  attempted to sell  additional  equity and to obtain new credit  facilities.
None of these efforts have proven successful.

                                       10

<PAGE>

     In  November  1996,  Gregory  Carr,  the  Company's  founder and then Chief
Executive  Officer,  retired 400,000 shares of his personal  holdings of Company
Common Stock. The Company  subsequently sold the 400,000 shares to an individual
investor for $100,000.  In addition,  during  December  1996,  Mr. and Mrs. Carr
retired  an  additional  2,000,000  of their  personal  shares in an  attempt to
increase the value of the remaining  shares held by stockholders and in hopes of
attracting  additional investment in the Company. Mr. and Mrs. Carr subsequently
assigned  voting  rights  by  Proxy  to the  Board  of  Directors  of  1,000,000
additional  shares.  Furthermore,  Mr.  and Mrs.  Carr  worked  for the  Company
full-time  in 1996 at a  one-third  reduction  in  salary.  Mr.  Carr has worked
full-time  for the Company in 1997  without any salary in attempt to further cut
costs and restructure the business.

As a result of  significant  and  continuing  negative  cash flow, in the fourth
quarter of 1996 and the first  quarter of 1997,  the Company  reduced  personnel
costs by layoffs,  salary reductions,  reduced its overhead by restructuring its
office lease and suspended all research and development projects.

The Company is in severe financial distress and lacks sufficient cash to satisfy
its current  liabilities.  The lack of operating capital and negative cash flows
significantly  impairs the  Company's  ability to operate and, in the absence of
completing a financing transaction the Company will be required to terminate its
operations.   The  Company  continues  to  actively  explore  various  financing
alternatives in order to meet its immediate cash requirements. Such measures may
entail a substantial  restructuring of the Company's present capital  structure,
including the substantial dilution of the current stockholders.

Wildwood has  conditionally  committed to purchase the  obligations  owed by the
Company to  unsecured  creditors.  The offer to  unsecured  creditors is to fund
payment  in full of ten  percent  of their  claims by July 15,  1997  provided a
conditional release is executed by each creditor and returned no later than July
3, 1997.  The offer is also  conditional  upon the  receipt  of the  conditional
releases from creditors  holding a minimum of ninety percent of the gross amount
of the  unsecured  debt of the  Company.  If the  Company is not  successful  in
completing  the  described  financial  restructuring,  the Company  will have no
alternative  but to  consider  terminating  operations  and may seek  bankruptcy
protection.

As of  June  20,  1997  approximately  55% of  the  unsecured  creditor  balance
representing  approximately $690,000 have signed the acceptances and conditional
releases.

                                       11
<PAGE>


                           PART II OTHER INFORMATION

Item 1.   Legal Proceedings

          As of March 31, 1997, a legal action from creditor Staffware, Inc. had
          been filed naming the Company as a defendant in a unsecured  claim for
          $24,365.

          Reference  Part  1,  Item  2,  Section  7 for  the  Subsequent  Events
          discussion  of  legal  proceedings   initiated  by  Trader  Publishing
          Company.

Item 2.   Changes in Securities

          None


Item 3.   Defaults Under Senior Secured Agreements

          As a result of the  Company  and  Trader  being  unable to  finalize a
          definitive agreement pursuant to the Letter of Understanding,  Trader,
          on March 31, 1997, notified the Company that the earnest money deposit
          plus other  consideration  advanced to the Company under the Letter of
          Understanding  and the principal  amount of the  Commercial  Note plus
          interest,  costs  and  expenses  were  due and  payable.  Trader  also
          notified the Company of its intention to exercise its rights under the
          Security Agreement unless payment was made.

          On April 9, 1997,  Trader  entered its  confession  of Judgment on the
          Commercial  Note in the Circuit Court of Norfolk,  Virginia.  On April
          18, 1997,  the  Judgment  was entered in the District  Court of Harris
          County,  Texas,  and a Notice  of  Public  Sale of the  assets  of the
          Company covered by the Security Agreement was posted for May 13, 1997.
          In  addition,  on April 18, 1997,  Trader filed an action  against the
          Company  alleging  a  breach  of  the  Letter  of  Understanding   and
          requesting  a  return  of the  earnest  money  deposit  as well as the
          payment of penalties  and  expenses.  The total  secured claim made by
          Trader was for $291,000.

          In an effort to settle all  disputes  between  the Company and Trader,
          the Company  entered into  discussions  with Wildwood  Capital L.L.C.,
          ("Wildwood"),  a Texas limited liability corporation.  Wildwood agreed
          to pay Trader the sum of $228,000 in exchange for Trader  transferring
          to Wildwood all rights, title and interest it has in any claims, liens
          and security  interest against the Company pursuant to the Judgment on
          the Commercial  Note, the litigation  referred to above and the Letter
          of  Understanding  and any liens securing the above. In addition,  the
          Company  and Trader  released  each other from any  claims,  causes of
          action, debts or other liabilities.


Item 4.   Submission of Matters to a Vote of Securities Holders

          None

                                       12
<PAGE>


Item 5.   Other

          Resignation of Directors:

          Peter Salus resigned as a Director of the Company on March 8, 1997 due
          to a potential  conflict with another assignment that he began at that
          time.

          Dyann Carr and Robert  Newman  resigned as a Directors on May 20, 1997
          upon completion of the Wildwood Capital,  LLC transaction stating that
          the Company would no longer need the expertise  that each had provided
          in the past.


Item 6.   Exhibits and Reports on Form 8-K

          a.   Exhibits 
                    Exhibit 1: Statement Re: Computation of Per Share Earnings

          b.   Reports on Form 8-K
                    Report filed  on May 19,  1997  "Acquisition/Disposition  of
                                                     Assets and Settlement"

                    Report filed on June 16,  1997  "Changes  in  Registrant's
                                                     Certifying Accountants"

                                       13
<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,  thereto duly
authorized.

                                                  KINETIKS.COM, INC.


Date:   June 24, 1997                             By: /s/ Charles Powell
                                                  ------------------------------
                                                  Charles Powell
                                                  Acting Chief Executive
                                                  Officer and President



                                                  By: /s/ Gregory Carr
Date:   June 24, 1997                             ------------------------------
                                                  Gregory Carr
                                                  Secretary


                                       14