SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                   __________________________________________

                                   FORM 10-KSB
                                   (Mark one)
[X]  Annual  report  under section 13 or 15(d) of the Securities Exchange Act of
     1934
     For  the  fiscal  year  ended  May  31,  2001
                                    --------------
OR
[_]  Transition  report under section 13 or 15(d) of the Securities Exchange Act
     of  1934
     For  the  transition  Period  from  ________  to  ________.

Commission  file  number:      000-31443
                         --------------------

                             K-2 LOGISTICS.COM INC.
                             ----------------------
                 (Name of small business issuer in its charter)

             Nevada                                       76-0609440
             ------                                       ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

            1820 Fulton Avenue
  West Vancouver, British Columbia, Canada                 V7V 1S9
  ----------------------------------------
  (Address of principal executive offices)                (Zip Code)

Issuer's  telephone  number:  (604)  970-0999

Securities registered under Section 12(b) of the Act:  Name of exchange on which
          (Title of Class)                             registered

               None                                            None
        --------------------                           --------------------

Securities registered under Section 12(g) of the Act:       Common Stock,
                                                          $0.001 par value
                                                     ---------------------------
                                                          (Title of class)

Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the Securities 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
          ---          ---

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [_]

Registrant's  revenues  for  its  most  recent  fiscal  year:  $Nil
                                                               ----


<PAGE>
The  aggregate  market  value  of the voting stock held by non-affiliates of the
registrant  on  August  1,  2001,  computed at which the stock was sold, was $0,
assuming  solely  for purposes of this calculation that all directors, executive
officers and 5% beneficial owners of stock of the issuer are "affiliates."  This
determination  of affiliate status is not necessarily a conclusive determination
for  other  purposes.

On  August  1, 2001, the registrant had 2,500,000 shares of Common Stock, $0.001
par  value  per  share,  issued  and  outstanding.


TRANSITIONAL  SMALL  BUSINESS  DISCLOSURE  FORMAT:  Yes [ ]    No [X]


                                        2
<PAGE>
<TABLE>
<CAPTION>
                             K-2 LOGISTICS.COM INC.

INDEX  TO
ANNUAL  REPORT  ON  FORM  10-KSB
FOR  THE  TWELVE  MONTH  PERIOD  ENDED  APRIL  30,  2001

PART I                                                                            PAGE
<S>                                                                               <C>
Item  1  Description  of  Business. . . . . . . . . . . . . . . . . . . . . . . .   4
Item  2  Description  of  Property . . . . . . . . . . . . . . . . . . . . . . . .  6
Item  3  Legal  Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
Item  4  Submission  of  Matters  to  a  Vote  of  Security  Holders . . . . . . .  7

PART II
Item  5  Market  for  Common  Equity  and  Related  Stockholder  Matters . . . . .  7
Item  6  Management's  Discussion  &  Analysis  of Financial Condition
         & Results of  Operations . . . . . . . . . . . . . . . . . . . . . . . .   8
Item  7  Financial  Statements . . . . . . . . . . . . . . . . . . . . . . . . .  F-1
Item  8  Changes  In  and  Disagreements  with  Accountants . . . . . . . . . . .  12

PART III
Item  9  Directors, Executive Officers, Promoters and Control Persons; Compliance
         With Section 16(a) of the Exchange Act . . . . . . . . . . . . . . . . .  12
Item 10  Executive  Compensation. . . . . . . . . . . . . . . . . . . . . . . . .  12
Item 11  Security Ownership of Certain Beneficial Owners and Management . . . . .  13
Item 12  Certain  Relationships  and  Related  Transactions. . .  . . . . . . . .  14
Item 13  Exhibits  and  Reports  on  Form  8-K. . . . . . . . . . . . . . . . . .  14

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
</TABLE>


                                        3
<PAGE>
                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS
-----------------------------------

Certain  statements  contained  in  this  Report, including, without limitation,
statements containing the words, "believes," "anticipates," "expects," and other
words  of  similar  import,  constitute  "forward-looking statements" within the
meaning  of  Section  27A of the Securities Act of 1933, as amended, and Section
21E  of  the  Securities Exchange Act of 1934, as amended.  Such forward-looking
statements  involve  known  and  unknown  risks, uncertainties and other factors
which  may  cause  the  actual  results,  performance  or  achievements  of  K-2
Logistics.com  Inc.  to  be  materially  different  from  any  future  results,
performance,  or  achievements  expressed  or  implied  by  such forward-looking
statements.  Given these uncertainties, readers are cautioned not to place undue
reliance  on  such  forward-looking statements. K-2 Logistics.com Inc. disclaims
any obligation to update any such factors or to announce publicly the results of
any  revision  of  the  forward-looking  statements contained or incorporated by
reference  herein  to  reflect  future  events  or  developments.

THE  COMPANY

     GENERAL

K-2  Logistics.com  Inc.  (the "Company") was incorporated under the laws of the
State  of  Nevada  on  June  1,  1999,  and  is  in  the early developmental and
promotional  stages.  To  date,  the  Company's  only  activities  have  been
organizational,  directed  at  raising  its  initial  capital and developing its
business plan. The Company has not commenced operations. The Company has no full
time  employees  and  owns  no  real  estate.

Business  Purpose.

The  business  plan of the Company is to merge with or acquire a business entity
in exchange for the Company's securities. The Company will attempt to locate and
negotiate  with a business entity for the merger of that target company into the
Company.  In certain instances, a target company may wish to become a subsidiary
of  the  Company  or  may  wish  to contribute assets to the Company rather than
merge.  No  assurances  can  be  given  that  the  Company will be successful in
locating  or  negotiating  with  any  target  company.

The  Company  will  seek  a  foreign  or  domestic private company interested in
becoming,  through  a  business  combination  with  the  Company,  a  reporting
("public")  company  whose  securities  are  qualified for trading in the United
States  secondary  market.  By  entering  in  to a business combination with the
Company,  the  target  company can acquire a controlling ownership interest in a
public  company  without  incurring  the  cost  and  time required to conduct an
initial  public  offering.  As a result, the target company may reap some of the
perceived  benefits of being a reporting company with a class of publicly-traded
securities,  including:

 -  the  ability  to use registered securities to make acquisitions of assets or
    businesses;
 -  increased  visibility  in  the  financial  community;
 -  the  facilitation  of  borrowing  from  financial  institutions;
 -  improved  trading  efficiency;
 -  shareholder  liquidity;


                                        4
<PAGE>
 -  greater  ease  in  subsequently  raising  capital;
 -  compensation  of  key  employees  through  stock  options;
 -  enhanced  corporate  image;
 -  a  presence  in  the  United  States  capital  market.

Potential  Target  Companies

A  business  entity,  if  any, which may be interested in a business combination
with  the  Company  may  include  the  following:

     -    a company for which a primary purpose of becoming public is the use of
         its  securities  for  the  acquisition  of  assets  or  businesses;
     -    a  company  which is unable to find an underwriter of securities or is
         unable  to  find  an underwriter securities on terms acceptable to it;
     -    a  company which wishes to become public with less of its common stock
         than  would  occur  upon  an  underwriting;
     -    a  company  which  believes  that  it  will  be able obtain investment
         capital  on  more  favorable  terms  after  it  has  become  public;
     -    a  foreign  company  which  may  wish an initial entry into the United
         States  securities  market;
     -    a special situation company, such as a company seeking a public market
         to  satisfy  redemption  requirements under a qualified employee stock
         option  plan;
     -    a  company  seeking  one  or  more  of the other perceived benefits of
         becoming  a  public  company.

A business combination with a target company will likely involve the transfer to
the target company of the majority of the issued and outstanding common stock of
the  Company,  and  the substitution by the target company of its own management
and  board  of  directors.

No  assurances  can  be  given  that  the  Company  will be able to enter into a
business  combination,  as  to the terms of a business combination, or as to the
nature  of  the  target  company.

Blank  Check  Company

The  proposed  business  activities  described  herein classify the Company as a
blank check company. The Company meets the definition of a "blank check" company
under  the  Securities  Act  of  1933,  which  defines  blank check company 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. A
"penny  stock"  security  is any equity security that has a market price of less
than  $5.00  per  share  or with an exercise price of less than $5.00 per share,
subject  to  certain  exceptions.

The  Securities  and  Exchange Commission and many states have enacted statutes,
rules  and regulations limiting the sale of securities of blank check companies.
The  Company  must comply with the Securities and Exchange Act rules in order to
raise  capital  through  a public offering. The gross proceeds from an offering,
less  certain  underwriting and other expenses, must be deposited into an escrow
or  trust  account.  The  securities issued in connection with the offering must
also  be  deposited in escrow, and may not be transferred. Once an agreement has
been  reached  with  a  merger  candidate,  each investor must decide whether to
remain  an investor in the offering. Management does not intend to undertake any


                                        5
<PAGE>
efforts to cause a market to develop in the Company's securities until such time
as  the Company has successfully implemented its business plan described herein.

There  are  no plans, arrangements, or understandings pending for the Company to
acquire  or to be acquired by any entity. The Company has engaged in discussions
concerning  potential  business  combinations,  but  has  not  entered  into any
agreement  for  such  a  combination.

     COMPETITION

     The Company will be in direct competition with many entities in its efforts
to locate suitable business opportunities.  Included in the  competition will be
business  development  companies, venture capital partnerships and corporations,
small  business  investment companies, venture capital  affiliates of industrial
and  financial  companies, broker-dealers and investment bankers, management and
management  consultant  firms  and  private individual investors.  Most of these
entities  will  possess  greater  financial resources and will be able to assume
greater  risks  than  those  which  the Company, with its limited capital, could
consider.  Many  of  these  competing  entities  will also possess significantly
greater  experience  and  contacts than the Company's management.  Moreover, the
Company  also  will  be  competing with numerous other blank check companies for
such  opportunities.


     EMPLOYEES

K-2 Logistics.com is a development stage company and currently has no employees.
K-2  Logistics.com  is  currently  managed  by Eric Boehnke, its President.  K-2
Logistics.com,  looks to Mr. Boehnke for his entrepreneurial skills and talents.
Management  plans to use consultants, attorneys and accountants as necessary and
does  not  plan  to  engage  any  full-time  employees  in the near future.  K-2
Logistics.com  may  hire  employees  whose compensation may include the right to
acquire stock in K-2 Logistics.com, which would dilute the ownership interest of
holders  of  existing  shares  of  its  common  stock.

     AVAILABLE  INFORMATION  AND  REPORTS  TO  SECURITIES  HOLDERS

K-2  Logistics.com  is  subject  to  the  information  and  periodic  reporting
requirements of the Securities Exchange Act and, accordingly, will file periodic
reports, proxy statements and other information with the Securities and Exchange
Commission.  Such  periodic reports, proxy statements and other information will
be  available  for  inspection  and copying at the Commission's public reference
room, and the website of Commission's Public Reference Room located at 450 Fifth
Street  N.W.,  Washington  D.C.  20549.  Please  call  the  Commission  at
1-800-SEC-0330  for  further  information about the public reference rooms.  K-2
Logistics.com's  filings  with  the  Commission are also available to the public
from  the  Commission's  website  at  http://www.sec.gov.


ITEM  2.  DESCRIPTION  OF  PROPERTY
-----------------------------------

K-2  Logistics.com  currently  maintains  limited office space, occupied by Eric
Boehnke,  for  which  it  pays  no rent. Its address is 1820 Fulton Avenue, West
Vancouver,  British  Columbia,  Canada,  and its phone number is (604) 970-0999.
K-2 Logistics.com does not believe that it will need to obtain additional office
space  at  any  time  in  the foreseeable future until its business plan is more
fully  implemented.


                                        6
<PAGE>
ITEM  3.  LEGAL  PROCEEDINGS
----------------------------

None.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
---------------------------------------------------------------------

No  matters  were  submitted  to the shareholders during the twelve month period
ended  May  31,  2001.



                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS
-------------------------------------------------------------------------

No  established public trading market exists for K-2 Logistics.com's securities.
K-2  Logistics.com  has no common equity subject to outstanding purchase options
or  warrants.  K-2  Logistics.com  has no securities convertible into its common
equity.  There is no common equity that could be sold pursuant to Rule 144 under
the  Securities  Act  or that K-2 Logistics.com has agreed to register under the
Securities  Act  for  sale  by  shareholders.  There is no common equity that is
being,  or  has  been  publicly  proposed  to  be,  publicly  offered  by  K-2
Logistics.com.

The  Company  may  apply for listing on the NASD OTC Bulletin Board or may offer
its  securities  in  what  are  commonly referred to as the "pink sheets" of the
National  Quotation  Bureau,  Inc.

As  of  May  31,  2001, there were 2,500,000 shares of common stock outstanding,
held  by  1  shareholder  of  record.

To  date  K-2  Logistics.com  has not paid any dividends on its common stock and
does  not  expect  to  declare  or  pay any dividends on its common stock in the
foreseeable  future.  Payment  of  any  dividends  will  depend  upon  K-2
Logistics.com's  future  earnings,  if  any,  its financial condition, and other
factors  as  deemed  relevant  by  the  Board  of  Directors.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

     Since  June  1, 1999 (the date of the Company's formation), the Company has
sold  its  Common Stock to the persons listed in the table below in transactions
summarized  as  follows:


                                        7
<PAGE>
Shareholder                Date    Number of Shares  Consideration   Exemption

------------------------  -------  ----------------  --------------  ---------
J.P Beehner               6-18-99           250,000  1               2
Dorothy Mortenson         6-18-99           250,000  1               2
David Mortenson            7-1-99           200,000            $200  3
C. E. Kaiser               7-1-99           200,000            $200  3
James R. Collins, D.V.M.   7-1-99           200,000            $200  3
Jock R. Collins, D.V.M.    7-1-99           200,000            $200  3
Roy Donovan Hinton, Jr.    7-1-99           200,000            $200  3
Marie Charles              7-1-99           200,000            $200  3
George Quan                7-1-99           200,000            $200  3
Laurent Barbudaux          7-1-99           200,000            $200  3
Marsha Quan                7-1-99           200,000            $200  3
Darren Quan                7-1-99           200,000            $200  3


1 Consideration consisted  of  pre-incorporation consulting services rendered to
the Registrant related to investigating and developing the Registrant's proposed
business  plan  and  capital  structure  and  completing  the  organization  and
incorporation  of  the  Registrant.

2 Sale  made in  reliance  upon  exemption  from  registration under Rule 506 of
Regulation  D,  and  sections 3(b) and 4(2) of the Securities Act of 1933 due to
the  shareholders being Gentry's founders and serving as its initial management,
and  the  limited  number  of  investors  (two).

3 Sale made  in  reliance  upon  exemption  from  registration under Rule 504 of
Regulation  D  and  section  3(b)  of the Securities Act of 1933.  The Company's
shares  were  valued  at  $0.001  per  share, and they were issued to accredited
investors  according  to  an  exemption  from  registration under Texas law that
permits  general  solicitation and general advertising so long as sales are made
only  to  accredited  investors.  Texas  law  defines "accredited investor" as a
natural  person whose individual net worth, or joint net worth with the person's
spouse,  at  the time of purchase exceeds $1 million, or whose income during the
past two years exceeds $200,000 individually or $300,000 jointly with spouse and
who  expects  to  continue  the  same  income level in the current year.  If the
exemption  under Rule 504 of Regulation D is not available, the Company believes
that  the  issuance  was also exempt under Rule 506 of Regulation D and Sections
3(b) and 4(2) under the Securities Act of 1933 due to limiting the manner of the
offering,  promptly filing notices of sales, and limiting the issuance of shares
to  a  small  number  of  accredited  investors  (ten).

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF  OPERATIONS
--------------

The following discussion and analysis of K-2 Logistics.com's financial condition
and  results  of  operations  should  be  read in conjunction with the Financial
Statements  and accompanying notes and the other financial information appearing
elsewhere  in  this  report.  The  statements  contained in this section include
projections  of  future results and "forward-looking statements" as that term is
defined  in  Section  27A  of the Act, and Section 21E of the Exchange Act.  All
statements  that  are  included  in  this  Registration  Statement,  other  than
statements  of  historical  fact,  are  forward-looking  statements.  Although


                                        8
<PAGE>
management  believes  that  the  expectations reflected in these forward-looking
statements  are reasonable, it can give no assurance that such expectations will
prove  to  have been correct.  Important factors that could cause actual results
to  differ  materially  from  the  expectations  are  disclosed  in this report,
including,  without  limitation,  in  conjunction  with  those  forward-looking
statements  contained  in  the  report.

     OVERVIEW

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

K-2  Logistics.com  remains  in  the development stage and, since inception, has
experienced  no  signigicant  change  in  liquidity  or  capital  resources  or
shareholders' equity.  Consequently, K-2 Logistics.com's balance sheet as of May
31,  2001,  reflects  total  assets  of  nil.

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

     PLAN  OF  OPERATION

During  the period from June 1, 1999 through May 31, 2001, K-2 Logistics.com has
engaged  in  no  significant operations other than organizational activities and
preparation  of a registration statement to become a reporting company under the
Securities  Exchange  Act of 1934, as amended (the "Exchange Act").  No revenues
were  received  by  K-2  Logistics.com  during  this  period.

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

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

The  selection  of a business opportunity in which to participate is complex and
risky.  Additionally,  as  the  Company  has  only  limited resources, it may be
difficult  to  find favorable opportunities.  There can be no assurance that the


                                        9
<PAGE>
Company will be able to identify and acquire any business opportunity which will
ultimately  prove  to  be  beneficial  to the Company and its shareholders.  The
Company  will  select  any  potential business opportunity based on management's
business  judgment.

The Company voluntarily filed a registration statement on Form 10-SB in order to
make  information  concerning  itself  more  readily  available  to  the public.
Management  believes  that  a  reporting  company  under  the Exchange Act could
provide  a  prospective  merger  or  acquisition  candidate  with  additional
information  concerning the Company.  In addition, management believes that this
might make the Company more attractive to an operating business opportunity as a
potential  business  combination  candidate.  As  a  result  of  filing  its
registration  statement,  the  Company  is obligated to file with the Commission
certain  interim  and  periodic  reports  including  an annual report containing
audited  financial  statements.  The  Company intends to continue to voluntarily
file  these  periodic  reports  under the Exchange Act even if its obligation to
file  such reports is suspended under applicable provisions of the Exchange Act.

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

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

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

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

The Company at this time does not foresee generating any substantial income over
the  next  12  months.  The  Company's  main  purpose  and goal is to locate and


                                       10
<PAGE>
consummate  a  merger  or  acquisition  with  a  private  entity.  The Company's
directors will be compensated with  stock of any surviving Company subsequent to
a  merger  or  acquisition  with  a  private  entity.

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

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

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

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

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

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

The Company hopes to require potential candidate companies to deposit funds with
the  Company that it can use to defray professional fees and travel, lodging and
other  due  diligence  expenses  incurred by the Company's management related to
finding and investigating a candidate company and negotiating and consummating a


                                       11
<PAGE>
business  combination.  There  is no assurance that any potential candidate will
agree  to  make  such  a  deposit.

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

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


                                       12
<PAGE>
ITEM  7.  FINANCIAL  STATEMENTS
-------------------------------

K-2  Logistics.com  Inc.

Index  to  Financial  Statements  Contents


Report  of  Independent  Auditors. . . . . . . . . . . . . . . . . . .      F-1

Balance  Sheets  . . . . . . . . . . . . . . . . . . . . . . . . . . .      F-2

Statements  of  Operations . . . . . . . . . . . . . . . . . . . . . .      F-3

Statements  of  Cash  Flows. . . . . . . . . . . . . . . . . . . . . .      F-4

Statements  of  Stockholder's  Equity. . . . . . . . . . . . . . . . .      F-5

Notes  to  the  Financial  Statements. . . . . . . . . . . . . .   F-6  to  F-7


<PAGE>
                                         |   11th floor, 1050 West Pender Street
MANNING ELLIOTT                          |   Vancouver, BC, Canada V6E 3S7
                                         |   Tel: 604.714.3600
CHARTERED ACCOUNTANTS                    |   Fax: 604.714.3669
                                         |   Web: manningelliott.com

                          Independent Auditor's Report
                          ----------------------------


To  the  Board  of  Directors
K-2  Logistics.com  Inc.
(A  Development  Stage  Company)

We  have  audited  the  accompanying balance sheets of K-2 Logistics.com Inc. (A
Development  Stage  Company)  as  of  May  31,  2001  and  2000  and the related
statements  of  operations,  stockholder's  equity and cash flows for the period
from  June  1,  1999  (Date  of  Inception)  to  May  31,  2001. These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We  conducted  our  audits  in  accordance with U.S. generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audit  provides  a  reasonable  basis  for  our opinion.

In  our  opinion, the aforementioned financial statements present fairly, in all
material  respects,  the  financial  position  of  K-2  Logistics.com  Inc.  (A
Development  Stage Company), as of May 31, 2001 and 2000, and the results of its
operations  and  its  cash  flows  for  the  period  from  June 1, 1999 (Date of
Inception)  to  May  31,  2001,  in  conformity  with  U.S.  generally  accepted
accounting  principles.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed in Note 1 to the financial
statements,  the  Company  has  not  generated  any  revenues  or  conducted any
operations  since  inception.  These  factors  raise substantial doubt about the
Company's  ability  to continue as a going concern. Management's plans in regard
to  these  matters are also discussed in Note 1. The financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.

/s/  "Manning  Elliott"


CHARTERED  ACCOUNTANTS
Vancouver,  Canada

June  5,  2001


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
K-2 Logistics.com Inc.
(A Development Stage Company)
Balance Sheets
(expressed in U.S. dollars)


                                                              May 31,   May 31,
                                                                2001      2000
                                                                 $         $
                                                              --------  --------
<S>                                                           <C>       <C>

                                     Assets
License (Note 3)                                                    -         -
                                                              ========  ========


                      Liabilities and Stockholder's Equity
Current Liabilities
  Accounts payable and accrued liabilities                      1,200         -
                                                              --------  --------


Contingent Liability (Note 1)

Stockholder's Equity

Common Stock, 25,000,000 shares authorized with a par value
  of $.001; 2,500,000 shares issued and outstanding             2,500     2,500
Additional paid in capital                                        155       155
                                                              --------  --------

                                                                2,655     2,655
Deficit Accumulated During the Development Stage               (3,855)   (2,655)
                                                              --------  --------

                                                                1,200         -
                                                              --------  --------

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


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

                                      From June 1, 1999             Year
                                     (Date of Inception)            Ended
                                          to May 31,               May 31,
                                             2001             2001         2000
                                             $                 $             $
                                     --------------------  -----------  ----------
<S>                                  <C>                   <C>          <C>
Revenues                                               -            -           -
                                     --------------------  -----------  ----------

Expenses
  Amortization of license                          1,000            -       1,000
  License written-off                              1,000            -       1,000
  Organization expenses                              655            -         655
  Professional fees                                1,200        1,200           -
                                     --------------------  -----------  ----------

                                                   3,855        1,200       2,655
                                     --------------------  -----------  ----------

Net Loss                                          (3,855)      (1,200)     (2,655)
                                     ====================  ===========  ==========


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

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

                                      F-3

                     The accompanying notes are an integral
                        part of the financial statements)
<PAGE>
K-2  Logistics.com  Inc.
(A  Development  Stage  Company)
Statements  of  Cash  Flows
(expressed  in  U.S.  dollars)

                                                               Year  Ended
                                                                 May  31,
                                                              2001     2000
                                                                $        $

Cash Flows to Operating Activities
  Net loss                                                   (1,200)  (2,655)
  Non-cash items
    Organization costs paid by a director                         -      155
    Amortization of license                                       -    1,000
    License written-off                                           -    1,000
  Change in non-cash working capital items
    Increase in accounts payable and accrued liabilities      1,200        -
                                                            --------  -------

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 year                                          -        -
                                                            --------  -------

Cash - end of year                                                -        -
                                                            ========  =======

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                                                 -        -

                                      F-4

                     The accompanying notes are an integral
                        part of the financial statements)
<PAGE>
<TABLE>
<CAPTION>
K-2  Logistics.com  Inc.
(A  Development  Stage  Company)
Statement  of  Stockholders'  Equity
From June 1, 1999 (Date of Inception) to May 31, 2001
(expressed  in  U.S.  dollars)

                                                                                Deficit
                                                                              Accumulated
                                                                              During  the
                                                              Common  Stock   Development
                                                             Shares    Amount    Stage
                                                                #         $        $
<S>                                                         <C>        <C>      <C>
Balance - June 1, 1999 (Date of Inception)                          -        -        -
  Stock issued for $500 of organizational expenses            500,000      500        -
  Additional paid in capital for organizational expenses
    incurred by a director on behalf of the Company                 -      155        -
  Stock issued at a fair market value of $0.001 per share
    for acquisition of a license                            2,000,000    2,000        -
  Net loss for the year                                             -        -   (2,655)
                                                            ---------  -------  --------

Balance - May 31, 2000                                      2,500,000    2,655   (2,655)
  Net loss for the year                                             -        -   (1,200)
                                                            ---------  -------  --------

Balance - May 31, 2001                                      2,500,000    2,655   (3,855)
                                                            =========  =======  ========
</TABLE>

                                      F-5

                     The accompanying notes are an integral
                        part of the financial statements)
<PAGE>
K-2  Logistics.com  Inc.
(A  Development  Stage  Company)
Notes  to  the  Financial  Statements
(expressed  in  U.S.  dollars)

1.   Development  Stage  Company

     K-2 Logistics.com Inc. herein (the "Company") was incorporated in the State
     of Nevada, U.S.A. on June 1, 1999. The Company acquired a license to market
     and  distribute  a  product.  As  discussed  in  Note 3, this license is in
     jeopardy  and  the  Company  has  retained  the  right  to  sue the vendor.

     The  Company's  new  business plan is as a "blank check" company. Under the
     Securities  Act  of 1933, a blank check company is defined as a development
     stage  company  that  has  no  specific  business  plan  or  purpose or has
     indicated  that  its  business plan is to engage in a merger or acquisition
     with  an  unidentified  company  or  companies and is issuing "penny stock"
     securities.

     In  a  development stage company, management devotes most of its activities
     in  investigating business opportunities. Planned principal activities have
     not  yet  begun.  The ability of the Company to emerge from the development
     stage  with respect to any planned principal business activity is dependent
     upon  its  successful efforts to raise additional equity financing and find
     an  appropriate  merger  candidate.  There is no guarantee that K-2 will be
     able to raise any equity financing or find an appropriate merger candidate.
     There is substantial doubt regarding the Company's ability to continue as a
     going  concern.

2.   Summary  of  Significant  Accounting  Policies

     (a)  Year  end

          The  Company's  fiscal  year  end  is  May  31.

     (b)  Cash  and  Cash  Equivalents

          The Company considers all highly liquid instruments with a maturity of
          three  months  or less at the time of issuance to be cash equivalents.

     (c)  Use  of  Estimates

          The  preparation  of financial statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of  assets and
          liabilities and disclosure of contingent assets and liabilities at the
          date  of the financial statements and the reported amounts of revenues
          and  expenses  during  the  periods.  Actual results could differ from
          those  estimates.

     (d)  License

          The cost to acquire the License was capitalized. The carrying value of
          the  License  is  evaluated  in  each reporting period to determine if
          there  were  events  or  circumstances which would indicate a possible
          inability  to recover the carrying amount. Such evaluation is based on
          various  analyses  including  assessing the Company's ability to bring
          the  commercial  applications  to  market,  related  profitability
          projections  and  undiscounted cash flows relating to each application


                                      F-6
<PAGE>
          which  necessarily  involves significant management judgment. Where an
          impairment  loss  has  been  determined  the  carrying  amount  is
          written-down  to fair market value. Fair market value is determined as
          the amount at which the license could be sold in a current transaction
          between  willing  parties.  The  License  has  been  written-off  to
          operations  due to the lack of historical cash flow of the license and
          lack  of  a  market  to  resell  the  license.

3.   License

     The  Company's  only asset is a license to distribute and produce an oxygen
     enriched  water  product for remediation of sewage, and the rights accruing
     from  this  license.  The Company's original business plan was to determine
     the  feasibility  of  the sewage and waste remediation application, and, if
     proved  to be feasible for this application, become a producer. The Company
     acquired the three-year license from Mortenson & Associates on July 1, 1999
     by  issuing  2,000,000 shares at a fair market value of $.001 or $2,000. At
     the time of this transaction, the general partner of Mortenson & Associates
     was  the  spouse  of  a  director  and  officer of the Company. Mortenson &
     Associates acquired its right to sublicense Biocatalyst to the Company from
     NW  Technologies.

     In  December,  1999, David R. Mortenson, Mortenson & Associates' principal,
     notified  the  Company  that  he  was  involved  in a legal dispute with NW
     Technologies,  and  would  be  unable  to fulfill his obligations under the
     license to the Company. As a result, the Company's ability to implement its
     business  plan  was seriously undermined. On February 18, 2000, Mortenson &
     Associates,  the Company, and the Company's sole shareholder, Eric Boehnke,
     entered  into  a  settlement  agreement.  Under the terms of the settlement
     agreement,  Mortenson  &  Associates'  affiliate,  Vitamineralherb.com will
     grant to Eric Boehnke a license to distribute vitamins and similar products
     in  part  for  his  agreement  not  to pursue his individual claims against
     Mortenson  &  Associates.  The settlement agreement provides that Mortenson
     will  prosecute  his claims against NW Technologies diligently, with a goal
     toward  recovering  the  Biocatalyst  rights.  Pursuant  to  the settlement
     agreement,  the  Company  has  retained  its  right to prosecute its claims
     against  Mortenson  & Associates for breach of contract. The Company has no
     plans  to  pursue  a  claim  at  this  time.

4.   Related  Party  Transactions

     (a)  The License referred to in Note 3 was initially sold to the Company by
          a  partnership  whose  general  manager  was  the spouse of the former
          Secretary/Treasurer  of  the  Company  and  a  former  director  for
          consideration  of 2,000,000 shares for total fair market consideration
          of  $2,000.  These  shares  were  paid  evenly  to  the  ten partners.

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

     (b)  Included  in  accounts  payable  is $675 owing to the President of the
          Company  for  expenses  paid  on behalf of the Company. This amount is
          non-interest  bearing  and  due  on  demand.


                                      F-7
<PAGE>
ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
--------------------------------------------------------------------------------
FINANCIAL  DISCLOSURE
---------------------

None.


                                    PART III

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
-----------------------------------------------------------------------------
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT
--------------------------------------------------------

The  following  table sets forth the name, age and position of each director and
executive  officer  of  K-2  Logistics.Com:

NAME               AGE     POSITION
-------------     ----     --------------------------------------------
Eric  Boehnke      36      President,  Secretary,  Treasurer,  Director

Since  April  2000,  Mr.  Boehnke served as the sole director and officer of K-2
Logistics.com  Inc.,  a  reporting  company under the Securities Exchange Act of
1934.  K-2  Logistics  is  a  blank check company: its business plan is to merge
with  or  acquire  a  business  entity  in  exchange  for  its  securities.

In  April  2000, Mr. Boehnke was elected as the sole officer and director of K-2
Logistics.com,  of  which  he  is the sole stockholder.  He will serve until his
successors  are elected and qualified. Officers will hold their positions at the
pleasure  of  the  board  of  directors,  absent  any  employment  agreement.

Mr.  Boehnke  is  the  president  and  a  director of Big Sky Management Ltd., a
private  company  principally  involved  with  providing  corporate  finance and
administrative management services to private and public companies.  He has held
these  offices  since  1997.  Projects  for  Big  Sky Management include Pacific
Mountain  Brewing  for  which he brokered a private placement in 1998 to finance
building  of  a  specialty  malt facility in the province of Alberta; City Light
Brewing  Company, for which he raised $1.4 million US through a merchant bank in
1999,  and in 2000 researched, developed and positioned key people in regards to
the  building  of  a  new  brewpub  in  the  International  Village complex; and
Wineshares  International  Ltd.,  for  which  he arranged $500,000 US in 1999, a
large  portion of which was in the form of a bridge loan. Since May 2000, he has
also  served  as  president  and director of Vendin One Capital Corp., a company
incorporated  in the Yukon Territories that is registering its securities on the
Canadian  Venture  exchange.

From  February, 2000 through April 20, 2000, Mr. Boehnke served as the president
and  a  director  of Hiking Adventures Inc., an OTC bulletin board company under
the  symbol "HKAD", now known as IQROM Communications Inc. ("IQCO").  During his
tenure as president, Mr. Boehnke oversaw the acquisition by Hiking Adventures of
IQROM  Communications  Inc.,  a  high tech company focusing on the production of
multi-media  CD-Roms.  Hiking Adventures and IQROM merged in a transaction known
as  a  reverse  takeover. In a reverse takeover, the shareholders of an acquired
company  generally  end up owning all or most of the resulting combined company,


                                       12
<PAGE>
and  the  resulting  company is engaged in a business different from that of the
company  which  ceases  to  exist. IQROM is engaged in a different business than
Hiking  Adventures,  and  Hiking  Adventures  has  ceased  to exist.  During Mr.
Boehnke's  tenure, Hiking Adventures lacked any material operations or revenues.
As  part  of  the  acquisition,  IQROM  arranged  for  a  private  placement  of
US$12,000,000  to  help the company expand its existing operations in Europe and
into  the  North  American  market.  Mr. Boehnke's duties included review of the
private  placement  documents  and  share  issuances  for  compliance  with
applicability  laws  and  regulations.

From  March 2000 through June 2000, Mr. Boehnke served as president and director
of  Anthem  Recording West now Udate.com Ltd, an OTCBB company that trades under
the  symbol  "UDAT".  Anthem  and  Udate.com  also merged in a reverse takeover.
Udate.com  is engaged in a different business than Anthem, and Anthem has ceased
to exist.  During Mr. Boehnke's tenure, Anthem lacked any material operations or
revenues.  From  1996  through  1999,  Mr. Boehnke was the owner and operator of
Mescalero,  a  popular  Vancouver  restaurant.  His  responsibilities  included
managing  a staff of 25-35 people, developing capital budgets for expansion, new
marketing  plans,  formulating  systems  to control costs and structuring a core
management  team  to  oversee  the  business.  Over a period of three years, the
business developed a catering company that worked hand in hand with the business
and  increased sales from $1.1 million per annum to $1.4 million per annum. From
1992  through  1994,  Mr.  Boehnke  was employed by AMF Capital Corp., a venture
capital company whose mandate was to raise funds for public trading companies on
various  exchanges.  Mr.  Boehnke's responsibilities included selecting projects
for  the  company,  acting  as  liaison  between  the  executives  and potential
investors,  as  well  as  working  with  the  market  makers.

ITEM  10.  EXECUTIVE  COMPENSATION
----------------------------------

No  officer  or  director  has received any remuneration from K-2 Logistics.com.
Although  there  is  no  current  plan  in  existence,  it  is possible that K-2
Logistics.com  will  adopt  a plan to pay or accrue compensation to its officers
and  directors for services related to the implementation of K-2 Logistics.com's
business  plan.  K-2  Logistics.com  has no stock option, retirement, incentive,
defined  benefit,  actuarial, pension or profit-sharing programs for the benefit
of  directors,  officers  or  other  employees,  but  the Board of Directors may
recommend adoption of one or more such programs in the future. K-2 Logistics.com
has  no  employment  contract  or  compensatory  plan  or  arrangement  with any
executive  officer of K-2 Logistics.com.  The directors currently do not receive
any  cash compensation from K-2 Logistics.com for his service as a member of the
board  of  directors.  There  is  no compensation committee, and no compensation
policies  have  been  adopted.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT
--------------------------------------------------------------------------------

The  following  table  sets  forth,  as  of  August 1, 2001, K-2 Logistics.com's
outstanding  common  stock  owned  of  record  or beneficially by each Executive
Officer and Director and by each person who owned of record, or was known by K-2
Logistics.com  to  own  beneficially,  more than 5% of its common stock, and the
shareholdings  of  all Executive Officers and Directors as a group.  Each person
has  sole  voting  and  investment  power  with  respect  to  the  shares shown.


                                       13
<PAGE>
                                                     PERCENTAGE
                                            SHARES    OF SHARES
NAME                                        OWNED       OWNED
----------------------------------------  ----------  ----------
Eric Boehnke                               2,500,000        100%
1820 Fulton Avenue
Vancouver, British Columbia, Canada

ALL EXECUTIVE OFFICERS & DIRECTORS AS A    2,500,000        100%
GROUP (1 Individual)


DESCRIPTION  OF  SECURITIES

The  following  description  of  the Company's capital stock is a summary of the
material  terms  of  the Company's capital stock. This summary is subject to and
qualified in its entirety by the Company's articles of incorporation and bylaws,
and  by  the  applicable  provisions  of  Nevada  law.

The  Company's authorized capital consists of 25,000,000 shares of common stock,
par  value $.001 per share. As of May 31, 2001, 2,500,000 shares were issued and
outstanding. Each record holder of common stock is entitled to one vote for each
share held on all matters properly submitted to the shareholders for their vote.
The  articles  of incorporation do not permit cumulative voting for the election
of  directors,  and  shareholders  do not have any preemptive rights to purchase
shares  in  any  future  issuance  of  the  Company's  common  stock.

Because  the  holders  of  shares  of  the  Company's  common  stock do not have
cumulative  voting  rights,  the  holders  of  more  than  50%  of the Company's
outstanding  shares,  voting for the election of directors, can elect all of the
directors  to  be  elected, if they so choose. In such event, the holders of the
remaining  shares  will  not  be  able  to elect any of the Company's directors.

The  holders  of  shares of common stock are entitled to dividends, out of funds
legally  available therefor, when and as declared by the Board of Directors. The
Board  of  Directors  has  never  declared  a  dividend  and does not anticipate
declaring  a dividend in the future. In the event of liquidation, dissolution or
winding  up  of  the  affairs  of  the Company, holders are entitled to receive,
ratably,  the  net assets of the Company available to shareholders after payment
of  all  creditors.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
-------------------------------------------------------------

No  director,  executive  officer  or  nominee for election as a director of K-2
Logistics.com,  or  any  member  of  their  immediate family has entered into or
proposed  any  transaction  with  K-2 Logistics.com in which the amount involved
exceeds  $60,000.


ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K
------------------------------------------------

None.


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SIGNATURES
----------

In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                             K-2 LOGISTICS.COM INC.

                             By:   /s/
                                --------------------------
                                 Eric  Boehnke
                                 President

                             Date:   August  28,  2001
                                  ------------------------


In  accordance  with  the Exchange Act, this report has been signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.

                   By:  /s/                           Date:  August 28, 2001
                   --------------------------              --------------------
                   Eric  Boehnke
                   President,  Secretary,
                   Chief  Financial  and
                   Accounting  Officer,
                   Director


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