K2 DESIGN INC
10QSB/A, 1996-11-13
BUSINESS SERVICES, NEC
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                                        FORM 10QSB/A


                            SECURITIES AND EXCHANGE COMMISSION
                                  Washington, D.C. 20549


(MARK ONE)
[X]         QUARTERLY  REPORT  UNDER  SECTION  13  OR  15(d)  OF THE SECURITIES
            EXCHANGE ACT OF 1934

            For the quarterly period ended June 30, 1996

                                            OR

[ ]         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

            For the Transition Period From ... to ...

                                Commission File No. 1-11873

                                      K2 DESIGN, INC.
             (Exact name of small business issuer as specified in its charter)

                DELAWARE                                           13-3886065


     (State or other jurisdiction of                            (I.R.S. Employer
     incorporation or organization)                               Identification
								      number)

             55 BROAD STREET
           NEW YORK, NEW YORK                                         10004
     (Address of principal executive                               (Zip Code)
                offices)

Issuer's telephone number: (212) 547-5234

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

                         Yes                                 No    X

            State the number  of  shares  outstanding  of  each of the issuer's
            classes of common equity, as of the latest practicable date.

            CLASS                                OUTSTANDING  AT  JUNE 30, 1996
   Common stock, par value $.01                               3,495,482
   Common stock redeemable purchase warrants                  1,000,000






                                                             [10Q3-96
<PAGE>
				K2 DESIGN, INC. AND SUBSIDIARY





PART II - OTHER INFORMATION

 Items 1.-5. Not applicable

 Item 6.	 Exhibits and Reports on Form 8-K

  (a) Exhibits - Exhibit 27.1 - Financial Data Schedule
		 (included only in the electronic filing with the
		  Securities and Exchange Commission)
  (b) No reports on Form 8-K have been filed during the quarter for which this
report is filed.







                                     SIGNATURES

 In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    K2 DESIGN, INC.



Date:       November 13, 1996        /S/ DAVID J. CENTNER
				    -------------------------------
                                    David J. Centner
                                    Chairman Of The Board,
                                    Principal Executive Officer,
                                    Principal Financial Officer and
                                    Principal Accounting Officer













                                                             [10Q3-96]

<PAGE>

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<ARTICLE>	5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
K2 DESIGN, INC. AND SUBSIDIARY CONSOLIDATED FINANCIAL STATEMENTS FOR THE
QUARTER ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

       
<S>			<C>
<PERIOD-TYPE>		QTR-2
<FISCAL-YEAR-END>         		Dec-31-96
<PERIOD-START>            		Jan-01-96
<PERIOD-END>             		Jun-30-96
<CASH>                        	          144,074
<SECURITIES>                                    0
<RECEIVABLES>                	          287,609
<ALLOWANCES>                  	                0
<INVENTORY>                  	                0
<CURRENT-ASSETS>             	          884,953
<PP&E>                       	          161,514
<DEPRECIATION>                	           54,610
<TOTAL-ASSETS>               	        1,080,873
<CURRENT-LIABILITIES>        	          668,190
<BONDS>                                         0
<COMMON>                                   24,955
                           0
                                     0
<OTHER-SE>                   	          347,429
<TOTAL-LIABILITY-AND-EQUITY>	        1,080,873
<SALES>                      	        1,010,484
<TOTAL-REVENUES>              	        1,010,484
<CGS>                        	        1,106,174
<TOTAL-COSTS>                	        1,516,091
<OTHER-EXPENSES>                                0
<LOSS-PROVISION>                                0
<INTEREST-EXPENSE>                          7,762
<INCOME-PRETAX>               	        (513,369)
<INCOME-TAX>                                2,197
<INCOME-CONTINUING>           	        (515,566)
<DISCONTINUED>                                  0
<EXTRAORDINARY>                                 0
<CHANGES>                                       0
<NET-INCOME>                  	        (515,566)
<EPS-PRIMARY>                              (0.24)
<EPS-DILUTED>                              (0.24)
        







</TABLE>


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