FORM 10-QSB

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                              
  [ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                             OF
             THE SECURITIES EXCHANGE ACT OF 1934
            For the quarterly period ended March 31, 1998
                              
  [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE EXCHANGE ACT
          For the transition period from     to
                              
               Commission file number 0-15415
                              
                     KINETIKS.COM, INC.
     (Exact Name of Registrant as Specified in its Charter)
          
          
                Delaware                            76-0478045
   (State or other jurisdiction of                 IRS Employer
   incorporation or organization)              Identification Number
          
c/o C. Garold Sims, 1775 Sherman Street, Suite 2015, Denver, Colorado  80203
(Address of Principal Offices)                                      (Zip Code)
                              
    Registrant's telephone number, including area code:  303-830-6660

                                      N/A
(Former name,former address and former fiscal year,if changed since last report)

   Check  whether  the  Issuer  (1)  filed  all  reports required  to
   be filed by Section 13 or 15(d) of the Exchange Act during the last
   12 months (or for such shorter period that the Registrant was
   required to file  such reports), and (2) has been subject to such
   filing requirements for the past 90 days. Yes  [  ]     No  [X]
                              
   As of April 27, 1999, 5,389,083 shares of Common Stock have been
   issued, 3,389,083 shares of Common Stock of the Registrant were
   outstanding.
                              
   Transitional Small Business Disclosure Format (check one) Yes[  ]  No[X]



                         FORM 10-QSB

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                              
  [ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                             OF
             THE SECURITIES EXCHANGE ACT OF 1934
            For the quarterly period ended June 30, 1998
                              
  [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE EXCHANGE ACT
          For the transition period from     to
                              
               Commission file number 0-15415
                              
                     KINETIKS.COM, INC.
     (Exact Name of Registrant as Specified in its Charter)
          
          
                Delaware                            76-0478045
   (State or other jurisdiction of                 IRS Employer
   incorporation or organization)              Identification Number
          
c/o C. Garold Sims, 1775 Sherman Street, Suite 2015, Denver, Colorado  80203
(Address of Principal Offices)                                      (Zip Code)
                              
    Registrant's telephone number, including area code:  303-830-6660

                                      N/A
(Former name,former address and former fiscal year,if changed since last report)

   Check  whether  the  Issuer  (1)  filed  all  reports required  to
   be filed by Section 13 or 15(d) of the Exchange Act during the last
   12 months (or for such shorter period that the Registrant was
   required to file  such reports), and (2) has been subject to such
   filing requirements for the past 90 days. Yes  [  ]     No  [X]
                              
   As of April 27, 1999, 5,389,083 shares of Common Stock have been
   issued, 3,389,083 shares of Common Stock of the Registrant were
   outstanding.
                              
   Transitional Small Business Disclosure Format (check one) Yes[  ]  No[X]


                         FORM 10-QSB

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                              
  [ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                             OF
             THE SECURITIES EXCHANGE ACT OF 1934
            For the quarterly period ended September 30, 1998
                              
  [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE EXCHANGE ACT
          For the transition period from     to
                              
               Commission file number 0-15415
                              
                     KINETIKS.COM, INC.
     (Exact Name of Registrant as Specified in its Charter)
          
          
                Delaware                            76-0478045
   (State or other jurisdiction of                 IRS Employer
   incorporation or organization)              Identification Number
          
c/o C. Garold Sims, 1775 Sherman Street, Suite 2015, Denver, Colorado  80203
(Address of Principal Offices)                                      (Zip Code)
                              
    Registrant's telephone number, including area code:  303-830-6660

                                      N/A
(Former name,former address and former fiscal year,if changed since last report)

   Check  whether  the  Issuer  (1)  filed  all  reports required  to
   be filed by Section 13 or 15(d) of the Exchange Act during the last
   12 months (or for such shorter period that the Registrant was
   required to file  such reports), and (2) has been subject to such
   filing requirements for the past 90 days. Yes  [  ]     No  [X]
                              
   As of April 27, 1999, 5,389,083 shares of Common Stock have been
   issued, 3,389,083 shares of Common Stock of the Registrant were
   outstanding.
                              
   Transitional Small Business Disclosure Format (check one) Yes[  ]  No[X]



                         FORM 10-QSB

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                              
  [ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                             OF
             THE SECURITIES EXCHANGE ACT OF 1934
            For the quarterly periods ended March 31, 1998,
              June 30, 1998, and September 30, 1998
                              
  [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE EXCHANGE ACT
          For the transition period from     to
                              
               Commission file number 0-15415
                              
                     KINETIKS.COM, INC.
     (Exact Name of Registrant as Specified in its Charter)
          
          
                Delaware                            76-0478045
   (State or other jurisdiction of                 IRS Employer
   incorporation or organization)              Identification Number
          
c/o C. Garold Sims, 1775 Sherman Street, Suite 2015, Denver, Colorado  80203
(Address of Principal Offices)                                      (Zip Code)
                              
    Registrant's telephone number, including area code:  303-830-6660

                                      N/A
(Former name,former address and former fiscal year,if changed since last report)

   Check  whether  the  Issuer  (1)  filed  all  reports required  to
   be filed by Section 13 or 15(d) of the Exchange Act during the last
   12 months (or for such shorter period that the Registrant was
   required to file  such reports), and (2) has been subject to such
   filing requirements for the past 90 days. Yes  [  ]     No  [X]
                              
   As of April 27, 1999, 5,389,083 shares of Common Stock have been
   issued, 3,389,083 shares of Common Stock of the Registrant were
   outstanding.
                              
   Transitional Small Business Disclosure Format (check one) Yes[  ]  No[X]


     INDEX
          
     PART I.FINANCIAL INFORMATION:
          
          
Item1. Financial Statements

      
       Balance Sheets at March 31, 1998 (unaudited) and
       December 31, 1997
      
       Statements of Operations for the Three Months Ended
       March 31, 1998 (unaudited) and March 31, 1997
       (unaudited)
      
       Statements of Cash Flows for the Three Months Ended
       March 31, 1998 (unaudited) and March 31, 1997
       (unaudited)
      
       Balance Sheets at June 30, 1998 (unaudited) and
       December 31, 1997
      
       Statements of Operations for the Three Months Ended
       June 30, 1998 (unaudited) and June 30, 1997
       (unaudited)
      
       Statements of Operations for the Six Months Ended
       June 30, 1998 (unaudited) and for the Six Months
       Ended June 30, 1997 (unaudited)
      
       Statements of Cash Flows for the Six Months Ended
       June 30, 1998 (unaudited) and June 30, 1997
       (unaudited)
      
       Balance Sheets at September, 1998 (unaudited) and
       December 31, 1997
      
       Statements of Operations for the Three Months Ended
       September 30, 1998 (unaudited) and September 30, 1997
       (unaudited)
      
       Statements of Operations for the Nine Months Ended
       September 30, 1998 (unaudited) and for the Nine
       Months Ended September 30, 1997 (unaudited)
      
       Statements of Cash Flows for the Nine Months Ended
       September 30, 1998 (unaudited) and September 30, 1997
       (unaudited)
      
Item 2.Management's Discussion and Analysis of Financial
       Condition and Results of Operations
          
     PART II.  OTHER INFORMATION
     
     PART I.FINANCIAL INFORMATION
     
     Item 1.     Financial Statements
     
     The consolidated financial statements included herein
     have been prepared by Kinetiks.com, Inc. (the Company)
     without audit, pursuant to the rules and regulations of
     the Securities and Exchange Commission (SEC).
     Certain information and footnote disclosures normally
     included in financial statements prepared in accordance
     with generally accepted accounting principles have been
     omitted pursuant to such SEC rules and regulations.  In
     the opinion of management of the Company the foregoing
     statements contain all adjustments necessary to present
     fairly the financial position of the Company as of
     March 31, 1998, June 30, 1998, September 30, 1998, its
     results of operations for the three, six, and nine
     month periods ended March 31, 1998, June 30, 1998,
     September 30, 1998 and its cash flows for the three,
     six, and nine month periods ended March 31, 1998, June
     30, 1998, September 30, 1998.  The Company's balance
     sheet as of December 31, 1997 included herein has been
     derived from the Company's audited financial statements
     as of that date included in the Company's annual report
     on Form 10-KSB.  The results for these interim periods
     are not necessarily indicative of the results for the
     entire year.  The accompanying financial statements
     should be read in conjunction with the financial
     statements and the notes thereto filed as a part of the
     Company's annual report on Form 10-KSB Kinetiks.com,Inc.


                        Kinetiks.com, Inc.
                  (A Development Stage Company)
                        Balance Sheets

                                             March 31,1998    December 31,1997
                                              (unaudited)

               Assets

Current assets:
   Cash                                                   0                 0
Total current assets                                      0                 0
                                                          0                 0

Liabilities and Stockholders' (Deficit)

Current liabilities:
   Judgments payable                                136,292           106,908
   Notes payable                                    116,500           116,500
   Accounts payable                                 939,168           965,499
   Accrued compensation                             170,463           170,463
Other accrued expenses                               30,241            27,158

Total current liabilities                         1,392,664         1,386,528

  Note payable to shareholder officer               185,036           180,952

Stockholders' (deficit):
Preferred stock, $.001 par value, 500,000
 shares authorized;none issued                            0                 0
Common stock, $.001 par value; 20,000,000
 shares authorized; 5,389,083 issued;
 3,389,083 outstanding December 31,1997               5,390             5,390
Less Treasury stock, 2,000,000 shares                (2,000)           (2,000)
Additional paid-in capital                        5,811,272         5,811,272
Deficit accumulated during the development stage (7,392,362)       (7,382,142)

Total stockholders' (deficit)                    (1,577,700)       (1,567,480)

                                                          0                 0


                               See accompanying notes


                        Kinetiks.com, Inc.
                   (A Development Stage Company)
                         Balance Sheets

                                                  June 30,1998  December 31,1997
                                                   (unaudited)

               Assets

Current assets
   Cash                                               1,155                 0
Total current assets                                  1,155                 0

                                                      1,155                 0

Liabilities and Stockholders' (Deficit)

Current liabilities:
   Judgments payable                                136,292           106,908
   Notes payable                                    116,500           116,500
   Accounts payable                                 937,722           965,499
   Accrued compensation                             105,503           170,463
   Other accrued expenses                            32,558            27,158

Total current liabilities                         1,356,241         1,386,528

  Note payable to shareholder officer                     0           180,952

Stockholders' (deficit):
Preferred stock, $.001 par value, 500,000
 shares authorized;none issued                            0                 0
Common stock, $.001 par value; 20,000,000
 shares authorized;5,389,083 issued;
 3,389,083 outstanding as of December 31, 1997        5,390             5,390
Less treasury stock, 2,000,000 shares                (2,000)           (2,000)
Additional paid-in capital                        6,061,517         5,811,272
Deficit accumulated during the development stage (7,419,993)       (7,382,142)
Total stockholders' (deficit)                    (1,355,086)       (1,567,480)

                                                      1,155                 0


                               See accompanying notes



                        Kinetiks.com, Inc.
                   (A Development Stage Company)
                         Balance Sheets

                                            September 30,1998  December  31,1997
                                                (unaudited)



               Assets

Current assets:
   Cash                                                 142                 0
Total current assets                                    142                 0

                                                        142                 0

Liabilities and Stockholders'  (Deficit)

Current liabilities:
   Judgments payable                                199,937           106,908
   Notes payable                                    157,063           116,500
   Accounts payable                                 874,578           965,499
   Accrued compensation                             105,503           170,463
   Other accrued expenses                            36,583            27,158

Total current liabilities                         1,373,664         1,386,528

Note payable to shareholder officer                       0           180,952

Stockholders' (deficit):
Preferred stock, $.001 par value, 500,000
 shares authorized; none issued                           0                 0
Common stock, $.001 par value; 20,000,000
 shares authorized;5,389,083 issued;
 3,389,083 outstanding as of December 31, 1997        5,390             5,390
Less Treasury stock, 2,000,000 shares                (2,000)           (2,000)
Additional paid-in capital                        6,061,517         5,811,272
Deficit accumulated during the development stage (7,438,429)       (7,382,142)
Total stockholders' (deficit)                    (1,373,522)       (1,567,480)

                                                        142                 0


                               See accompanying notes


                        Kinetiks.com, Inc.
                  (A Development Stage Company)
                    Statements of Operations

                                 For the three months ended March 31,
                                     1998                    1997
                                 (unaudited)             (unaudited)

Revenue                                    0                 231,480

Operating expenses:
   Cost of revenue                         0                      66
   Sales and Marketing                     0                 101,295
   General and administrative          3,054                 300,497

                                       3,054                 401,858

Operating loss                        (3,054)               (170,378)

Other Income (expense):
   Interest expense                   (7,166)                 (8,068)
   Interest income                         0                     133

Net loss                             (10,220)               (178,313)

Net loss per common and common
equivalent share                           0                   (0.05)

Shares used in computing net
loss per common and common
equivalent share                   3,389,083               3,389,083


                               See accompanying notes


                        Kinetiks.com, Inc.
                  (A Development Stage Company)
                     Statements of Operations

                                 For the three months ended June 30,
                                     1998                    1997
                                 (unaudited)             (unaudited)

Revenue                                    0                       0

Operating expenses:
   General and administrative         22,598                       0

                                      22,598                       0

Operating loss                       (22,598)                      0

Other Income (expense):
   Interest expense                   (5,033)                 (8,068)

Net loss                             (27,631)                 (8,068)

Net loss per common and common
equivalent share                       (0.01)                  (0.05)

Shares used in computing net
loss per common and common
equivalent share                   3,389,083               3,389,083


                               See accompanying notes


                        Kinetiks.com, Inc.
                  (A Development Stage Company)
                    Statements of Operations

                                 For the six months ended June 30,
                                     1998                    1997
                                 (unaudited)             (unaudited)

Revenue                                    0                 231,480

Operating expenses:
   Cost of revenue                         0                      66
   Sales and Marketing                     0                 101,295
   General and administrative         25,652                 300,497

                                      25,652                       0

Operating loss                       (25,652)               (170,378)

Other Income (expense):
   Interest expense                  (12,179)                (16,136)
   Interest income                         0                     133

Net loss                             (37,851)               (186,647)

Net loss per common and common
equivalent share                       (0.01)                  (0.06)

Shares used in computing net
loss per common and common
equivalent share                   3,389,083               3,389,083


                               See accompanying notes


                         Kinetiks.com, Inc.
                  (A Development Stage Company)
                     Statements of Operations

                                 For the three months ended September 30,
                                     1998                    1997
                                 (unaudited)             (unaudited)

Revenue                                    0                       0

Operating expenses:
   General and administrative         14,411                       0

                                      14,411                       0

Operating loss                       (14,411)                      0

Other Income (expense):
   Interest expense                   (4,025)                 (8,068)

Net loss                             (18,436)                 (8,068)

Net loss per common and common
equivalent share                       (0.01)                      0

Shares used in computing net
loss per common and common
equivalent share                   3,389,083               3,389,083


                               See accompanying notes


                        Kinetiks.com, Inc.
                 (A Development Stage Company)
                    Statements of Operations

                                 For the nine months ended September 30,
                                     1998                   1997
                                 (unaudited)             (unaudited)

Revenue                                    0                 231,480

Operating expenses:
   Cost of revenue                         0                      66
   Sales and Marketing                     0                 101,295
   General and administrative         40,063                 300,497

                                      40,063                 401,858

Operating loss                       (40,063)               (170,378)

Other Income (expense):
   Interest expense                  (16,224)                (24,204)
   Interest income                         0                     133

Net loss                             (56,287)               (194,715)

Net loss per common and common
equivalent share                       (0.02)                  (0.06)

Shares used in computing net
loss per common and common
equivalent share                   3,389,083               3,389,083


                               See accompanying notes


                        Kinetiks.com, Inc.
                 (A Development Stage Company)
                    Statements of Cash Flows

                                  For the three months ended March 31,
                                         1998                      1997
                                       (unaudited)             (unaudited)

Operating Activities:
Net cash used in operating activities       (240)                (149,032)

Investing activities:
Proceeds from short-term investments           0                    3,109
Net cash provided by investing
 activities                                    0                    3,109

Financing Activities:
     Proceeds from notes payable             240                  105,000
     Repayment of notes                        0                        0
Net cash provided by financing
 activities                                  240                  105,000

Net change in cash                             0                  (40,923)

Cash at beginning                              0                   40,923
Cash at end                                    0                        0


                               See accompanying notes



                        Kinetiks.com, Inc.
                  (A Development Stage Company)
                    Statements of Cash Flows

                                     For the six months ended June 30,
                                          1998                    1997
                                      (unaudited)              (unaudited)

Operating Activities:
Net cash used in operating activities    (19,811)                (149,032)

Investing activities:
Proceeds from short-term investments           0                    3,109
Net cash provided by investing
 activities                                    0                    3,109

Financing Activities:
     Proceeds from notes payable          27,666                  105,000
     Repayment of notes                   (6,700)                       0
Net cash provided by financing
 activities                               20,966                  105,000

Net change in cash                         1,155                  (40,923)

Cash at beginning                              0                   40,923
Cash at end                                1,155                        0


                               See accompanying notes



                        Kinetiks.com, Inc.
                 (A Development Stage Company)
                    Statements of Cash Flows

                                   For the nine months ended September 30,
                                          1998                    1997
                                      (unaudited)              (unaudited)

Operating Activities:
Net cash used in operating activities    (33,721)                (149,032)

Investing activities:
Pproceeds from short-term investments          0                    3,109
Net cash provided by investing
 activities                                    0                    3,109

Financing Activities:
     Proceeds from notes payable          40,563                  105,000
     Repayment of notes                   (6,700)                       0
Net cash provided by financing
 activities                               33,863                  105,000

Net change in cash                           142                  (40,923)

Cash at beginning                              0                   40,923
Cash at end                                  142                        0


                               See accompanying notes



                        Kinetiks.com, Inc.
                 Notes to Financial Statements
         March 31, 1998, June 30, 1998, September 30, 1998,
                          (Unaudited)
     
     1.Earnings per share

     The Company used SFAS No. 128 when calculating earnings
     per share.  This statement replaces the presentation of
     primary earnings or loss per share (EPS) with a
     presentation of basic EPS.  It also requires dual
     presentation of basic and diluted EPS for all entities
     with complex capital structures and requires
     reconciliation of the numerator and denominator of the
     basic EPS computation to the numerator and denominator
     of the diluted EPS computation.  Basic EPS excludes
     dilution; diluted EPS reflects the potential dilution
     that could occur if securities or other contracts to
     issue common stock were exercised or converted into
     common stock or resulted in the issuance of common
     stock that then shared in the earnings of the entity.
     
     2.Commitments and Contingencies

     Leases

     The Company leased its office space and certain office
     equipment under noncancellable operating lease
     agreements expiring through the year 2000.  An officer
     and director and a former officer and director
     personally guaranteed certain of these leases.  Due to
     the lack of operating funds and the inability of the
     Company to raise additional equity capital, the Company
     defaulted on all of its leases, and accordingly, the
     lease creditors accelerated all remaining payments.
     Certain of the lease creditors filed legal proceedings
     against the Company during the years ended December 31,
     1997 and obtained court ordered judgments against the
     Company and the officer and director and former officer
     and director.  As of December 31, 1998 judgments from
     lease creditors were $113,613.
     
     Securities and Exchange Commission
     
     The Company has failed to timely file the required
     Forms 10-KSB and 10-QSB as required by the Securities
     and Exchange Commission.  The Company and its officers
     and directors could be subject to certain fines and
     penalties from the SEC for its failure to timely file
     these reports.  The Company cannot determine the
     effect, if any, that this uncertainty may have on its
     financial position.


     3.Notes Payables

     
                                March 31, June 30, September 30,
                                   1998    1998      1998
                                                    
     Note payable, shareholder,                     
     interest at 10.91%, no                         
     stated repayment terms and    9,000   9,000    9,000
     without collateral.
                                                    
     Note payable, shareholder,                     
     interest at 8%, principal                      
     and interest due April 1997,                   
     without collateral.          50,000  50,000   50,000
                                                    
     Note payable, interest at                      
     8%, principal and interest                     
     due April 1997, without                        
     collateral.                   5,000   5,000    5,000
                                                    
     Note payable, shareholder,                     
     no stated interest, no                         
     stated repayment terms,                        
     without collateral.           2,500   2,500    2,500
                                                    
     Note payable, shareholder,                     
     business development                           
     company, interest at 18% (in                   
     default), due March 30,             
     1997,and without collateral. 25,000  25,000   25,000
                                                
     Note payable, shareholder,                     
     business development                           
     company, interest at 8%, no                    
     stated repayment terms, and
     without collateral.             -    27,426   40,369
                                                    
     Note payable, shareholder,                     
     venture capital firm,                          
     interest at 10%, principal                     
     and interest due March 1997,                   
     without collateral.          25,000  25,000   25,000

     Note payable, shareholder
     officer, interest at 9%,                       
     principal and interest due                     
     January 1997, without         
     collateral.                 140,576     -        -
                                                    
     Total                       257,076 143,926  156,869


     The note of $9,000 represents a restructured note
     between the Company and a shareholder.  In January 1997
     the Company and the shareholder exchanged an existing
     note payable in the amount of $30,000 and accrued
     interest with a new $9,000 note payable and surrendered
     to the shareholder the Company's boat, which had a net
     book value at the date of this restructuring of
     $26,815.  The new note bears interest at 10.91%, has no
     stated repayment terms, and is without collateral.
     
     In March 1997, the Company borrowed $50,000 from a
     shareholder and issued warrants to purchase 100,000
     shares of the Company's common stock at $.25 per share.
     In April 1997, when the Company was unable to pay this
     note, the Company issued additional warrants to
     purchase 100,000 shares of the Company's common stock
     at .25 per share.  The exercise price of the warrants
     approximated the fair market value of the Company's
     stock on the dates of these grants.

     In March 1997, the Company borrowed $5,000 from a
     shareholder and issued warrants to purchase 10,000
     shares of the Company's common stock at $.25 per share.
     In April 1997, when the Company was unable to pay this
     note, the Company issued additional warrants to
     purchase 10,000 shares of the Company's common stock at
     $.25 per share. The exercise price of the warrants
     approximated the fair market value of the Company's
     stock on the dates of these grants.
     
     During 1997, the Company borrowed funds from a former
     employee and shareholder.  The balance remaining is
     $2,500.  There are no repayment terms and interest does
     not accumulate.

     During 1997 the Company borrowed $25,000 from The
     Rockies Fund (The "Fund"), a shareholder that is a
     "business development company" under the Investment
     Company Act of 1940.   In connection with the execution
     of the $25,000 note, the Company issued warrants to
     purchase 50,000 shares of the Company's common stock at
     $.25 per share. Additionally, the note agreement
     requires the Company to issue 50,000 warrants monthly
     for every month that the note is in default. As of
     December 31, 1998, the Company has granted 1,150,000
     warrants to this shareholder.
     
     During the period that ended December 31, 1998 the
     Company borrowed an additional $61,476 from The Rockies
     Fund, Inc.  This note bears interest at 8%, has no
     stated repayment terms and is without collateral.
     There were no warrants issued in conjunction with this
     note.
     
     During the period ended March 31, 1999 the Company
     borrowed an additional $29,128 from the Fund.  This
     note bears interest at 8%, has no stated repayment
     terms and is without collateral.  No warrants were
     issued pursuant to this note.

     As of April 1999 the president of the Fund, certain of
     his family members, and other entities that are
     controlled by the president of the Fund, Inc. and his
     wife, own shares and warrants totaling 1,073,500 and
     1,300,000, respectively.  The shares owned represent
     approximately 32% of the outstanding shares of the
     Company.  Of the shares owned, 900,000 shares were
     purchased at $.05 per share directly from the former
     president and vice president of the Company in private
     transactions.  The remaining shares owned were
     purchased in open market transactions.

     Beginning in 1994 the SEC began an investigation into
     certain matters, including the administrative and
     record keeping practices of the Fund, its securities
     trading activities and those of its officers and
     directors.  In September 1996, the Fund received
     notification from the SEC that the SEC staff was
     planning to recommend that an enforcement action be
     brought against the Fund, its president, and each of
     its directors due to certain violations of federal
     securities laws.  The SEC invited the Fund to make a
     submission setting forth the Fund's position and
     arguments regarding the SEC staff's planned
     recommendation.  The Fund did so in October 1996, and
     at the SEC's request, the Fund supplemented its
     submission in December 1996.  An administrative trial
     was held before
     the SEC's Chief Administrative Judge in November 1998.
     During this trial the Fund vigorously contested the
     SEC's allegations.  No decision has been rendered.

     In January 1997, the Company borrowed $25,000 from
     Caribou Capital, Inc. ("Caribou"), a nonaffiliate.  In
     connection with this borrowing, the Company issued
     warrants to purchase 50,000 shares of the Company's
     common stock at
     $.25 per share.  In March 1997, when the Company was
     unable to pay this note, the Company issued additional
     warrants to purchase 50,000 shares of the Company's
     common stock at $.25 per share. The exercise price of
     the warrants approximated the fair market value of the
     Company's stock on the date of grant.
     
     The note payable to shareholder officer consisted of
     amounts advanced by Mr. Carr to fund the operating and
     start-up expenses of the Company and the contribution
     of certain operating assets.  The note bore interest at
     9% per annum and matured in January 1997.
     
     The note to the officer and director was extinguished
     May 5, 1998.  As of this date, the note payable's
     balance was $131,470 and had accrued $55,282 in
     interest.  Other debts included accrued salaries and
     its associated accrued interest when combined totaled
     $65,966, and corporate expenses that had been
     personally paid by the Carrs, were also extinguished.
     The Company paid Mr. and Mrs. Carr $6,700 to eliminate
     these liabilities and the Company also received a
     release of any legal liability from the Carrs with
     regard to the Company.  Since Mr. Carr is still an
     officer of the Company and its sole director, the
     extinguishment of these liabilities were considered a
     contribution to capital in the amount of $250,245.
     
     
     Commitments and Contingencies

     Leases
     
     The Company leased its office space and certain office
     equipment under noncancellable operating lease
     agreements expiring through the year 2000.  An officer
     and director and a former officer and director
     personally guaranteed certain of these leases.  Due to
     the lack of operating funds and the inability of the
     Company to raise additional equity capital, the Company
     defaulted on all of its leases, and accordingly, the
     lease creditors accelerated all remaining payments.
     Certain of the lease creditors filed legal proceedings
     against the Company during the years ended December 31,
     1997 and obtained court ordered judgments against the
     Company and the officer and director and former officer
     and director.
     
     Securities and Exchange Commission
     
     The Company has failed to timely file the required
     Forms 10-KSB and Forms 10-QSB as required by the SEC.
     The Company and its officers and directors could be
     subject to certain fines and penalties from the SEC for
     its failure to timely file these reports.  The Company
     cannot determine the effect, if any, that this
     uncertainty may have on its financial position.


     ITEM II.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS
            
     The following discussion and analysis should be read in
     conjunction with the Financial Statements and Notes
     thereto appearing elsewhere in this report.

     Certain statements in this Management's Discussion and
     Analysis of Financial Condition and Results of
     Operations which are not historical facts are forward-
     looking statements such as statements relating to
     future operating results, existing and expected
     competition, financing and refinancing sources and
     availability and plans for future development or
     expansion activities and capital expenditures.  Such
     forward-looking statements involve a number of risks
     and uncertainties that may significantly affect the
     Company's liquidity and results in the future and,
     accordingly, actual results may differ materially from
     those expressed in any forward-looking statements.
     Such risks and uncertainties include, but are not
     limited to, those related to effects of competition,
     leverage and debt service financing and refinancing
     efforts, and general economic conditions.
     
     The following discussion and analysis should be read in
     conjunction with the consolidated financial statements
     and notes thereto appearing elsewhere in this report.
     
     During 1998 the Company had no active operations.  The
     Company  focussed its attention on the preparation of,
     and completion of,  the necessary independent audits in
     order to file all the United States Securities and
     Exchange Commission  (the "SEC") public reports that
     have not been filed during the past three fiscal years.
     The funds with which to complete the preparation for,
     and the independent audits of, fiscal years 1996, 1997,
     and 1998 were loaned to the Company by The Rockies
     Fund, Inc.  (See Financial Footnotes).  The total
     amount loaned during 1998 was $61,476.  The note bears
     interest at 8%, is without collateral and states  no
     specific repayment terms.  Subsequently, during the
     first quarter of 1999 The Rockies Fund loaned the
     Company approximately $29,000 in additional funds in
     order to continue completion of the independent audits
     and filing of the public reports.
     
     The Rockies Fund, Inc. is assisting the Company in
     developing its corporate strategy.  This includes
     focussing attention on the reduction of debt that
     totals over $1.3 million dollars and discussing a
     merger or an acquisition with potential partners.
     Although The Fund has spoken with many prospects on
     behalf of the Company, nothing has been finalized.  If
     the Company can not come to favorable debt settlements
     with its creditors the Company may be forced to explore
     alternative business strategies.
     
     The Company believes that the Fund will assist with
     funding until the proper strategy is developed.
     However, there is no commiitment.


     Results of Operations for the Three Months Ended March
     31, 1998 as compared to the Three Months Ended March 31, 1997:
     
     There were no active operations.
     
     Revenues
     
     Revenue for the three-month period decreased $231,480,
     or 100%.   The Company had no revenue.  During the
     three-month period that ended March 31, 1997 the
     Company had $231,480 in revenue.  A year earlier the
     Company had operations.
     
     Expenses
     
     Operating expenses decreased substantially, $398,804 or
     99.2%.  The only operating expense incurred during this
     three-month period was for an accounting
     consultant to start preparation for the annual audits.
     
     The Company incurred $7,166 in interest expense in
     relation to the outstanding debt.
     
     Based on the foregoing information, the Company
     recorded a $(10,220) loss.
     
     Liquidity and Capital resources: March 31, 1998 as
     compared to December 31, 1997
     
     
     The Company continued to have no assets.
     
     Current liabilities increased from $1,386,528 to
     $1,392,664, or $6,136. Judgments  increased as of March
     31, 1998 to $136,292 from $106,908 as of December 31, 1997
     (See Legal Proceedings).
     
     Results of Operations for the Six Months Ended June 30,
     1998 as compared to the Six Months Ended June 30, 1997:
     
     There were no active operations.
     
     Revenues
     
     The Company had no revenue during this period.  This
     represents a decline of $231,480 or 100%.  The six
     months ended June 30, 1997 included the first quarter
     of the fiscal year when the Company still had revenue
     from operations.
     
     
     
     Expenses
     
     The company had general and administrative operating
     expenses of $25,652.  All of this expense is related to
     accounting preparation for the annual independent
     audit.
     
     Interest expense was incurred in the amount of $12,179.
     
     The net loss during this period was $(37,851), or (.01)
     per share.
     
    
     Liquidity and Capital resources: June 30, 1998 as
     compared to December 31, 1997
     
     As of June 30, 1998 there was cash-on-hand in the
     amount of $1,155.  This is in comparison to zero assets
     as of the close of the previous fiscal year.  This
     money was received as part of the loan by The Rockies
     Fund, Inc. and was used to fund accounting preparation
     for the audit.
     
     The combination of judgments and accounts payable
     increased to $1,074,014.  Judgments increased to
     $136,292 representing an increase of $29,384 from the
     December 31, 1997 balance.
     
     Note payable to officer/shareholder decreased as did
     interest payable and accrued salaries due to a
     settlement reached between Gregory S. Carr.  The
     Company's sole officer and director, Dyann L. Carr, a
     former officer and director of the Company.  The
     Company paid the Carrs $6,700, approximately 2 1/2% of
     the outstanding claims against the Company, to
     eliminate all outstanding debt.  In addition the Carrs
     released the Compnay from any liabilities.   Since Mr.
     Carr is still an officer and director the
     extinguishment of these liabilities were considered a
     contribution to capital in the amount of $250,245.

     Results of Operations for the Nine Months Ended
     September 30, 1998 as compared to the Nine Months Ended
     September 30, 1997:
     
     There were no active operations.
     
     Revenues
     
     There was no revenue for the nine-month period ended
     September 30, 1998.
     
     Expenses
     
     Operating expenses for the nine-month period were
     $40,063.  This represents a decrease of $361,795 or
     90%.  The major expense recorded during this nine-month
     period was for accounting consulting.  Total interest
     expense for the first nine-months of 1998 was $16,224
     versus $24,204 in 1997.  The decrease is due to the
     elimination of the founders' substantial note in May of
     1998 that had been accruing interest at the rate of 8%.
     
     Net loss for the nine-month period was $(56,287), or,
     or ($.02) per share.
     
     Liquidity and Capital resources: September 30, 1998 as
     compared to December 31, 1997
     
     There was $142 cash as of September 30, 1998 as
     compared to no assets as of December 31, 1997.
     
     Judgments and accounts payable totaled $1,074,515.
     This represents an increase in judgments payable of
     $93,029 to $199,937.
     
     The second note between the Company and The Rockies
     Fund increased from zero to $40,369 as of September 30,
     1998.  As previously stated, these funds have been used
     to complete independent audit for the years ended
     December 31, 1996, December 31, 1997, and December 31,
     1998, and allow the Company to meet current
     liabilities.  Interest accrues annually at 8%.  There
     is no collateral or stated repayment terms.


     PART II.  OTHER INFORMATION
     
     Item 1.  Legal Proceedings
     
     Due to the lack of operating funds and the inability to
     raise additional capital, the Company has defaulted in
     its payments to a number of creditors and former
     employees.  Numerous persons have filed legal
     proceedings against the Company during 1997 and 1998.
     Claims have been asserted not only against the Company,
     but also in certain instances against Gregory S. Carr
     and Dyann Carr personally as guarantors of loans or
     leases.  The Company does not have sufficient funds to
     pay any of the judgments or claims against it.

     Corporate
     
     Advanta Business Services Corporation filed a complaint
     on May 16, 1997 against the Company and the Carrs for
     non-payment under an equipment lease.  The complaint
     was filed in the Superior Court of New Jersey, Camden
     County, New Jersey then transferred to Dallas County
     Court, Dallas, Texas.  A judgment in the amount of
     $39,495.11 was entered against the Company and the
     Carrs in August 1997.

     Greentree Financial Services filed suit against the
     Company and the Carrs individually for non-payment of
     an equipment lease.  Suit was filed on  May 27, 1997,
     in County Civil Court #3, Harris County, Texas.  A
     judgment against the Company and the Carrs was entered
     on January 7, 1999 in the amount of $34,919.16.

     On January 12, 1998, Lease Acceptance Corporation
     against the Company and the Carrs in the Circuit Court
     for the County of Oakland, Pontiac, Michigan.  The suit
     alleged non-payment of a lease for office furniture.
     The suit was referred by the court to mediation, but
     was not successfully resolved through the mediation
     process.  A default judgment was entered on June 1,
     1998, in the amount of $19,209.70 against the Company
     and the Carrs.

     Berger & Co., a temporary employment agency, filed suit
     against the Company in 9th Judicial District Court for
     Montgomery County, Texas on May 14, 1997. Plaintiff
     alleged non-payment of sums due for temporary technical
     personnel used by the Company.   Judgment was entered
     in Berger and Company's favor.  As a result of a second
     amended final judgment, the court entered a judgment in
     favor of Berger & Co. on June 3, 1998 in the amount of
     $44,435.00.

     Staffware, Inc., another temporary employment agency,
     filed suit for non-payment of fees for temporary staff
     County Civil Court, No. 1,  in Harris County, Texas on
     March 1, 1997.  A default judgment was entered against
     the Company in the amount of $26,865.11.
  
     The Assessor's Office of Montgomery County, Texas filed
     suit against the Company on November 9, 1998 in the
     amount of $1,582.95 representing unpaid property taxes
     for 1996 and 1997.  Property taxes were assessed by
     Montgomery County on exhibition equipment stored in a
     satellite storage facility.  In addition Montgomery
     County filed an additional suit representing the unpaid
     portion of the property taxes representing the school
     district in the amount of $3,951.  The Company has no
     funds with which to pay these unpaid property taxes.

     SDX, Inc., a marketing firm, filed suit against the
     Company on October 26, 1996 in Pct. 1, Pos. 2,
     Houston, Texas over the disputed terms of a contract it
     entered into with the Company.  On June 13, 1997, the
     court entered judgment in SDX, Inc.'s favor in the
     amount of $4,750. The company as no available funds to
     satisfy the judgment.
     
     Federal Express Corporation filed suit against the
     Company on September 19, 1997 in Montgomery County
     District Court, Montgomery County, Texas seeking to
     recover $10,274.30 plus interest for unpaid delivery
     fees.  A default judgment was entered on December 16,
     1997.  The judgment remains unsatisfied due to the
     Company's lack of available funds.  Federal Express
     obtained a writ of execution on December 17, 1998.

     Pennebaker Designs filed suit against the Company and
     the Carrs on July 2, 1997 in the District Court for
     Harris County, Texas alleging damages in the amount of
     $12, 997.50.  The case was dismissed on May 28, 1998
     for non-suit.

     Sanwa Leasing Corporation filed suit against the
     Company and the Carrs on August 19, 1997 in the Sixth
     Judicial District, Oakland County, Michigan alleging
     $19, 989.04.  A default judgment was entered on
     November 4, 1997.
     
     Employee
     
     Hank Savage, a former employee, filed a claim for
     unpaid wages in the office of the Labor Commissioner,
     State of California on April 16, 1997.  The Commission
     awarded the former employee a total of $6,870.93.  This
     amount of the award includes sums for unpaid wages,
     commissions due, and penalty.  The Company has no funds
     available to pay the award.

     Additional vendors, note holders, and former employees
     have refrained from suing the Company because of its
     known inability to satisfy the claims of creditors.
     
     Item 2.  Change in Securities
     
     None.
     
     Item 3.  Defaults Upon Senior Securities
     
     The following securities were in default:

     
                                 March 31, June 30, September 30,
                                   1998     1998     1998
                                                    
     Note payable, shareholder,                     
     interest at 10.91%, no                         
     stated repayment terms and    9,000   9,000    9,000
     without collateral.
                                                    
     Note payable, shareholder,                     
     interest at 8%, principal                      
     and interest due April 1997,                   
     without collateral.           50,000  50,000   50,000
                                                    
     Note payable, interest at                      
     8%, principal and interest                     
     due April 1997, without                        
     collateral.                   5,000   5,000    5,000
                                                    
     Note payable, shareholder,                     
     business development                           
     company, interest at 18% (in                   
     default), due March 30,                        
     1997,and without collateral. 25,000  25,000   25,000
                                                    
     Note payable, shareholder,                     
     venture capital firm,                          
     interest at 10%, principal                     
     and interest due March 1997,                   
     without collateral.           25,000  25,000   25,000
                                                    
     Note payable, shareholder                      
     officer, interest at 9%,                       
     principal and interest due                     
     January 1997, without         
     collateral.                  140,576      -        -
                                                    
     Total                        254,576 114,000  114,000
                                
     
     Item 4.  Submission of Matters to a Vote of Security Holders
     
     No matters were submitted to a vote of the shareholders
     during the fiscal year 1998.
     
     Item 5.  Other Information
     
     The Company recognizes the need to ensure its
     operations will not be adversely impacted by Year 2000
     software failures.  Software failures due to processing
     errors potentially arising from calculations using the
     Year 2000 date are a known risk.  The Company is
     addressing this risk to the availability and integrity
     of financial systems and the reliability of the
     operational systems.
     
     Item 6.  Exhibits
     
       (a)    Reports on Form 8-K

              The period ended March 31, 1998: none
     
              The period ended June 30, 1998:
     
              June 18, 1998   Change in independent auditor.
                              The Board of Directors approved the
                              hiring of Gerald R. Hendricks and Co., PC
     
              The periods ended September 30, 1998 and December 31, 1998: none


                        SIGNATURE
     
     Pursuant to the requirements of the Securities Exchange
     Act of 1934, the Registrant has duly caused this report
     to be signed on its behalf by the undersigned hereunto
     duly authorized.
     
     
     
                         KINETIKS.COM, INC.
     
     Dated: 05/20/1999   By:/s/ Gregory S. Carr
                                Gregory S. Carr, Secretary