K2 DESIGN INC
10QSB, 1997-11-19
BUSINESS SERVICES, NEC
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                                       FORM 10-QSB


                      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 September 30, 1997
                                            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, 7TH FLOOR
                   NEW YORK, NEW YORK  10004
                  (Address of principal executive
                        offices)

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

      Check  whether the issuer (1) 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   X                       No

                           Applicable only to Corporate Issuers:

      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 SEPTEMBER 30, 1997
Common stock, par value $.01        3,680,671
Common stock redeemable purchase warrants       1,000,000

      Transitional Small Business Disclosure Format  (check one):

      Yes___         No  X




<PAGE>



                              K2 DESIGN, INC. AND SUBSIDIARY




                                           INDEX


									    Page

PART 1 - FINANCIAL INFORMATION

      Item 1. Financial Statements

            Consolidated balance sheet - September 30, 1997 (unaudited)........3

            Consolidated statements of operations - three and nine months
            ended September 30, 1997 (unaudited) and September 30, 1996
            (unaudited)........................................................4

            Consolidated statements of cash flows - nine months ended
            September 30, 1997 (unaudited) and September 30, 1996
            (unaudited)........................................................5

            Notes to consolidated financial statements.........................7

      Item 2.  Management's Discussion and Analysis of Results of Operations
and            Financial Condition.............................................8

PART II - OTHER INFORMATION

      Item 1. Legal Proceedings...............................................13

      Item 2. Changes in Securities...........................................13

      Item 3. Defaults Upon Senior Securities.................................13

      Item 4. Submission of Matters to a Vote of Security Holders.............13

      Item 5. Other Information...............................................13

      Item 6. Exhibits and Reports on Form 8-K................................13
                Exhibit 27.1 Financial Data Schedule..........................14


SIGNATURES....................................................................13




<PAGE>


                        K2 DESIGN, INC. AND SUBSIDIARY

                          CONSOLIDATED BALANCE SHEET




<TABLE>
<CAPTION>
                                                             September 30,
       ASSETS                                                1997
<S>                                                         <C>
                                                             (unaudited)
CURRENT ASSETS:
   Cash                                                     $1,746,917
   Accounts receivable                                       1,359,502
   Prepaid and other assets                                  1,105,112
							  ------------
        Total current assets                                $4,211,531

EQUIPMENT AND LEASEHOLD IMPROVEMENTS                        $1,069,531

RESTRICTED CASH                                               $668,614

OTHER ASSETS                                                   $10,022
							  ------------
        Total assets                                        $5,959,698
							  ============
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Current portion of capital lease obligations                $65,432
   Current portion of long-term debt                           100,000
   Accounts payable                                            252,530
   Accrued professional fees                                    23,314
   Accrued compensation                                        230,107
   Accrued taxes                                                14,732
   Other accrued expenses                                      460,741
   Deferred revenue                                            324,900
   Customer advances                                               554
							  ------------
        Total current liabilities                           $1,472,310
						          ------------
LONG TERM DEBT AND CAPITAL LEASE OBLIGATION                   $424,626
						          ------------
STOCKHOLDERS' EQUITY
   Common stock                                                $36,807
   Additional paid-in capital                                6,317,555
   Retained earnings (deficit)                             (2,291,600)
						         -------------
        Total stockholders' equity                          $4,062,762
						         -------------
   Total liabilities and stockholders' equity               $5,959,698
						         =============
</TABLE>






<PAGE>


                        K2 DESIGN, INC. AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF OPERATIONS







<TABLE>
<CAPTION>
                                                           Three Months Ended                             Nine Months Ended
                                                               SEPTEMBER 30,                                  SEPTEMBER 30,

<S>                                    		<C>                      <C>                      <C>               <C>
                                                     1997                    1996                   1997               1996
                                                                                     (unaudited)
REVENUES                                           $1,794,498              $825,348               $4,622,798        $1,835,833

DIRECT SALARIES AND COSTS                           1,331,665               785,245                3,379,881	     1,891,419
SELLING, GENERAL AND  ADMINISTRATIVE
EXPENSES                                              984,926               220,948                2,511,320	       607,532

DEPRECIATION                                           88,881                23,626                  207,689		49,960
						   ----------            ----------              -----------        ----------
  Income (loss) from operations                     (610,974)             (204,471)              (1,476,092)         (710,078)
						   ----------            ----------              -----------        ----------
INTEREST INCOME                                        38,618                41,026                  120,426		41,036
INTEREST EXPENSE                                     (13,615)               (5,480)                 (26,547)	      (13,252)
PROVISION FOR INCOME TAXES                            (9,014)              (13,356)                 (13,970)	      (15,553)
						   ----------            ----------             ------------        ----------
    Net income (loss)                              $(594,985)            $(182,281)             $(1,396,183)        $(697,847)
						   ==========		 ==========             ============        ==========
NET LOSS PER COMMON SHARE                             $(0.16)               $(0.06)                  $(0.38)           $(0.27)
						   ==========		 ==========             ============        ==========
WEIGHTED AVERAGE NUMBER OF                          3,680,671             3,326,945                3,657,433	     2,573,715
  COMMON SHARES OUTSTANDING
						   ==========		 ==========		============        ==========
</TABLE>




<PAGE>



                        K2 DESIGN, INC. AND SUBSIDIARY


                     CONSOLIDATED STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>
                                                                              	       Nine Months Ended
                                                                                         September 30,
<S>                                                                      <C>                                   <C>
                                                                                1997                                  1996
                                                                                          (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                         $(1,396,183)                          $(693,139]
  Adjustments to reconcile net loss to net cash
  used in operating activities-
     Depreciation                                                                       207,689                              42,252
     Changes in-
       Accounts receivable                                                              708,213                           (378,508)
       Prepaid and other assets                                                       (793,631)                           (145,170)
       Restricted cash                                                                (638,614)                            (30,000)
       Other assets                                                                         600                               2,375
       Accounts payable                                                               (492,033)                             139,029
       Accrued professional fees                                                       (11,686)                                 111
       Accrued compensation                                                             105,314                              41,583
       Accrued taxes                                                                   (82,533)                              43,830
       Other accrued expenses                                                           285,957                              44,538
       Deferred Revenues                                                                324,900                                   0
       Customer advances                                                              (165,615)                               6,443
										 --------------                          ----------
          Net cash (used in) operating activities                                   (1,947,622)	                          (926,656)
										 --------------				 ----------
CASH FLOWS FROM INVESTING ACTIVITIES --
  Purchase of equipment                                                               (629,203)                           (397,005)
										 --------------                          ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock                                                               36,725                           6,352,618
  Principal payments on capital lease obligations                                      (47,080)                            (23,772)
  Proceeds from notes payable                                                           466,667                                   0
										 --------------                          ----------
             Net cash provided by financing activities                                  456,312                           6,328,846
										 --------------				 ----------
	     Net increase (decrease) in cash                                        (2,120,513)                           5,005,185
										 --------------                          ----------
CASH, beginning of period                                                             3,867,430                              17,756
										 --------------                          ----------
CASH, end of period                                                                  $1,746,917                          $5,022,941

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





<PAGE>

                        K2 DESIGN, INC. AND SUBSIDIARY


<TABLE>
<CAPTION>
                                                                                      Nine Months Ended
                                                                                      September 30,
<S>                                                                      <C>                                   <C>
                                                                                1997                                  1996
                                                                                           (unaudited)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 Cash paid during the period for-
  Interest                                                                $26,547                               $13,252
  State income taxes                                                       13,970                                15,553
									  =======                               =======
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING
  AND FINANCING ACTIVITIES:

  Assets acquired under capital lease obligations                         $39,212                               $56,261
</TABLE>






<PAGE>


                        K2 DESIGN, INC. AND SUBSIDIARY


                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              SEPTEMBER 30, 1997

                                  (UNAUDITED)


       (1)   BASIS OF PRESENTATION:

                    The accompanying unaudited condensed consolidated financial
             statements have been prepared by the Company and reflect all
             adjustments, consisting of only normal recurring adjustments,
             which are, in the opinion of management, necessary for a fair
             presentation of financial results for the three month and nine
             month periods ended September 30, 1997 and 1996, in accordance
             with generally accepted accounting principles for interim
             financial reporting and pursuant to Form 10-QSB and Regulation SB.
             Certain information and footnote disclosures normally included in
             the Company's annual audited consolidated financial statements
             have been condensed or omitted pursuant to such rules and
             regulations.

                    The results of operations for the three month and nine
             month periods ended September 30, 1997 and 1996 are not
             necessarily indicative of the results of operations to be expected
             for a full fiscal year.  These interim condensed consolidated
             financial statements should be read in conjunction with the
             audited consolidated financial statements for the fiscal year
             ended December 31, 1996, which are included in the Company's Form
             10-KSB filed with the Securities and Exchange Commission.

                    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 disclosures of contingent assets and liabilities at the
             dates of the financial statements and the reported amounts of
             revenues and expenses during the reporting periods.  Actual
             results could differ from those estimates.


       (2)   NET LOSS PER COMMON SHARE:

                    Net loss per common share has been computed by dividing net
             loss by the weighted average number of common shares outstanding.
             Statement of Financial Accounting Standards No. 128, "Earnings Per
             Share" which becomes effective for the period ending after
             December 15, 1997, establishes new standards for computing and
             presenting earnings per share (EPS).  The new standard requires
             the presentation of basic EPS and diluted EPS.  Basic EPS is
             calculated by dividing income available to common shareholders by
             the weighted average number of shares of common stock outstanding
             during the period.  Diluted EPS is calculated by dividing income
             available to common shareholders by the weighted average number of
             common shares outstanding adjusted to reflect potentially dilutive
             securities.  Previously, reported EPS amounts must be restated
             under the new standard when it becomes effective.  As a result of
             the loss for the period presented, the adoption of this Standard
             will not have a material impact on earnings per share.

       (3)   LONG TERM DEBT

                                In May 1997, the Company borrowed $500,000 from
             a bank in order to finance furniture and leasehold improvements to
             its new office at 30 Broad Street.  The loan has a two-year term,
             bears interest at a rate of 8.4% per year, is payable in 23 equal
             monthly installments of $8,333 and a final payment of $308,333.
             This loan is secured by all of the Company's assets on deposit
             with the bank, which includes substantially all of the Company's
             cash and its operating accounts.




<PAGE>

   Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
       FINANCIAL CONDITION

   This section and other parts of this Report contain forward-looking
   statements that involve risks and uncertainties.  The Company's actual
   results may differ significantly from the results discussed in the forward-
   looking statements.  Readers are encouraged to refer to the Company's Annual
   Report on Form 10-KSB for the fiscal year ended December 31, 1996 for a
   further discussion of the Company's business risks and opportunities
   attendant thereto, in addition to these set forth under "--Fluctuations in
   Quarterly Operating Results."


   Overview

   K2 Design, Inc. (the "Company") was founded in 1993 as a general partnership
   and initially operated as a traditional graphic design business.  The
   Company was hired to design a graphical user interface in March 1994 for
   Sierra Magazine Online, a proprietary online service, and in August 1994 for
   NetMarket Inc., the first company to perform a secure online transaction on
   the Internet, at which time the Company shifted its principal business to
   Web site design and creation.  After the Company's initial public offering
   ("IPO") on July 26, 1996, the Company began to develop its vision to become
   a full-service interactive marketing and communications firm, largely in
   anticipation of demands from its customers for additional complementary
   services.  Complementary services the Company now provides include, among
   others, development of CD-ROM discs, on-line and traditional media placement
   in connection with Web sites, consulting services regarding Web site usage
   and user characteristics, development and maintenance of Company-owned Web
   site advertising networks, live Internet broadcasts and the development of
   brand strategies, intranet design and print collateral systems.

   As a result of the expansion of the Company's services beyond Web site
   design and creation, the Company incurred significant expenses in 1996 and
   in the three and nine months ended September 30, 1997, in anticipation of
   future revenues.  Since the Company has engaged in Web site design and
   creation only for approximately two years, and has been providing various
   other services for less than one year, the Company has a limited operating
   history upon which an evaluation of the Company and its prospects can be
   based.  Management therefore believes that period-to-period comparisons of
   the Company's results of operations are not necessarily indicative of future
   results.

   In January 1995, the Company was reorganized as a New York corporation that
   elected to be treated as an S corporation for tax purposes.  In January
   1996, the Company was reorganized as a Delaware holding company and the New
   York corporation became a wholly-owned operating subsidiary thereof and thus
   ceased to be an S corporation for tax purposes.  For financial reporting
   purposes, the Company's Consolidated Financial Statements include the
   Company and its wholly-owned subsidiary.

   RESULTS OF OPERATIONS

       General

   Project-based work for which the Company has been engaged has generally been
   completed within 16 weeks, although certain past, current and future
   projects have taken and are expected to take longer to complete.  Revenues
   are recognized on a percentage of completion basis.  Provisions for any
   estimated losses on uncompleted projects are made in the period in which
   such losses are determinable.  A portion of the Company's revenues  has been
   generated on a fixed fee for service basis.  The Company also provides
   ongoing services to certain customers, including four customers for which
   the Company is interactive agency-of-record.  Additionally, the Company has
   experienced and expects to continue to experience a longer sales cycle,
   since its focus has broadened to encompass a comprehensive interactive
   marketing initiative as compared to its former focus on project-based Web
   site business.

   The Company presently intends to reduce its current expense levels.  The
   Company's failure to reduce expense levels in an efficient manner would have
   a material adverse effect on the Company's business, operating results and
   financial condition.

   The changes in the various line-items discussed below result from the
   increase in the Company's expenses since it consummated a series of
   securities offerings in 1996 and began to apply the proceeds to expand
   services in anticipation of future revenues.




<PAGE>

                                   K2 DESIGN, INC. AND SUBSIDIARY





<TABLE>
<CAPTION>

                                                            			PERCENTAGE OF REVENUES
                                                              Three Months Ended                          Nine Months Ended
                                                              September 30,                               September 30,
                                                      1997                    1996                 1997                   1996
<S>                                              <C>                     <C>                  <C>                    <C>
                                                        (unaudited)          (unaudited)           (unaudited)           (unaudited)

Revenues                                                 100.00%               100.00%               100.00%                100.00%
							-----------          ---------              ----------           -----------
Operating Expenses
  Direct Salaries and Costs                                74.2%                 95.1%                 73.1%                 103.0%
  Selling, General and
    Administrative Expenses                                54.8%                 26.8%                 54.3%                  33.0%
  Depreciation                                              5.0%                  2.9%                  4.5%                   2.7%
							----------	     ----------             ----------           -----------
     Total Operating Expenses                             134.0%                124.8%                131.9%                 138.7%
							----------           ----------             ----------           -----------
Operating Income (loss)                                  (34.0)%               (24.8)%               (31.9)%                (38.7)%
							----------           ----------             ----------           -----------
OTHER INCOME (EXPENSE)                                      1.4%                  4.3%                  2.0%                   1.5%
INCOME (LOSS) BEFORE TAXES                               (32.6)%               (20.5)%               (29.9)%                (37.2)%
INCOME TAXES                                              (0.5)%                (1.6)%                (0.3)%                 (0.8)%
							----------	     ----------	            ----------	         -----------
    Net income (Loss)                                    (33.1)%               (22.1)%               (30.2)%                (38.0)%
							==========	     ==========	            ==========		 ===========
</TABLE>




<PAGE>
       Revenues



   Revenues for the three months ended September 30, 1997 and 1996 were
       $1,794,498 and $825,348, respectively, or an increase of 117%.  Revenues
       for the nine months ended September 30, 1997 and 1996 were $4,622,798
       and $1,835,833, respectively, or an increase of 152%.  The increase in
       revenues in the three months and nine months ended September 30, 1997 as
       compared to the three months and nine months ended September 30, 1996
       resulted primarily because (i) the Company's executive management
       continues to devote substantially more time to sales and marketing after
       the Company's initial public offering on July 26, 1996, and (ii) the
       Company increased its production capacity and sales and account
       executive initiatives during the three months and nine months ended
       September 30, 1997.



   In the three months ended September 30, 1997, approximately 66% of revenues
       were attributable to Web site design and creation services, 15% to media
       placement and the remainder to the operation of Company-owned web site
       advertising networks and traditional graphic design services.  In the
       nine months ended September 30, 1997, approximately 62% of revenues were
       attributable to Web site design and creation services, 17% to media
       placement, and the remainder to development of a CDROM disc, operation
       of Company owned advertising networks, consulting services and
       traditional graphic design services.  In the three and nine months ended
       September 30, 1996, approximately 72% and 81% of the Company's revenues,
       respectively, were attributable to Web site design and creation
       services, and the remainder was attributable to Web site hosting
       traditional graphic design, and media placement services.  Since the
       Company's transition from a Web site design firm into a full service
       interactive advertising agency is ongoing, the Company is unable to
       predict the relative percentage of its revenues that will be generated
       from each of its various services.



   During the three months ended September 30, 1997, Cox Interactive Media,
       Inc., Bell Communications Research Inc. and American Express Company,
       Inc. accounted for approximately 23%, 19% and 14% of the Company's
       revenues, respectively.  During the three months ended September 30,
       1996, America Online Incorporated ("AOL"), Toys "R" Us Corporation and
       The Chase Manhattan Bank accounted for approximately 23%, 26% and 10% of
       the Company's revenues, respectively.  During the nine months ended
       September 30, 1997, WavePhore, Inc., Toys "R" Us Corporation and Bell
       Communications Research Inc. accounted for approximately 21%, 10% and
       10% , respectively.  During the nine months ended September 30, 1996,
       International Business Machines, Inc., America Online Incorporated (AOL)
       and Toys `R Us Corporation accounted for approximately 21%, 18%, and 12%
       of the Company's revenues, respectively.





   Direct Salaries and Costs



   Direct salaries and costs include all direct labor costs and other direct
       costs related to project performance, such as independent contractors,
       freelance labor, supplies, and printing and equipment costs. Direct
       salaries and costs for the three months ended September 30, 1997 were
       $1,331,665, as compared with $785,245 for the three months ended
       September 30, 1996.  In absolute dollars this increase was $543,420,
       reflecting an increase of 70% due to increased cost of sales and labor
       costs.  As a percentage of revenues, direct salaries and costs have
       decreased to 74.2% from 95.1% in the three months ended September 30,
       1997 as compared to the same period in 1996.  The decrease resulted
       principally from a shift in the responsibilities of certain personnel to
       general and administrative functions commencing in late 1996.



   The Company's direct salaries and costs for the three months ended September
       30, 1997 consisted primarily of approximately $492,000 paid as direct
       salaries and $353,000 paid for media costs, and secondarily of
       approximately $124,000 paid to freelance artists and other independent
       contractors (approximately $40,000 of which was paid to vendors of
       complex computer programming services required for special features on
       Web sites).  In the three months ended September 30, 1996, direct
       salaries and costs consisted primarily of approximately $382,000 paid as
       direct salaries, and secondarily of approximately $137,000 paid to
       freelance artists and other independent contractors (approximately
       $44,000 of which was paid to vendors of complex computer programming
       services required for special features on Web sites).



   The Company's direct salaries and costs for the nine months ended September
       30, 1997 and 1996 were $3,379,881 (73.1% of revenues) and $1,891,419
       (103.0% of revenues), respectively. In absolute dollars, direct salaries
       and costs increased by $1,488,462, or 78.7%, reflecting increases in
       cost of sales and labor costs.  In the 1997 period, direct salaries and
       costs consisted primarily of approximately $1,358,000 paid as direct
       salaries, $809,000 paid for media costs and approximately $449,000 paid
       to freelance artists and other independent contractors (approximately
       $135,000 of which was paid to vendors of complex computer programming
       services required for special features on Web sites).  In the 1996
       period, direct salaries and costs consisted primarily of approximately
       $897,000 paid as direct salaries, and secondarily of approximately
       $550,000 paid to freelance artists and other independent contractors
       (approximately $348,000 of which was paid to vendors of complex computer
       programming services required for special features on Web Sites).  The
       Company has hired programmers in anticipation of future projects in an
       effort to reduce reliance on outside vendors of complex computer
       programming.  Since the preceding sentence is forward looking, there can
       be no assurance that the Company will successfully achieve a net savings
       by bringing in-house more of the complex programming required in its
       business.  Among other things, the Company may not be able to attract
       and retain personnel capable of performing these services at a rate less
       than that provided by outside vendors and even if such persons can be
       retained, their efforts may not entirely eliminate reliance on outside
       vendors, especially if the Company's complex programming needs continue
       to increase rapidly.





       Selling, General and Administrative Expenses



   Selling, general and administrative expenses for the three months ended
       September 30, 1997 and 1996 were approximately $984,926 (54.8% of
       revenues) and $220,948 (26.8% of revenues), respectively, and primarily
       consisted of wages, professional fees, occupancy costs, travel, office
       expenses and supplies and marketing and advertising, among other things.
       Selling, general and administrative expenses for the nine months ended
       September 30, 1997 and 1996 were approximately $2,511,320 (54.3% of
       revenues) and $607,532 (33.0% of revenues), respectively, and primarily
       consisted of wages, professional fees, occupancy costs, travel, office
       expenses and supplies and marketing and advertising, among other things.
       The increases of selling, general and administrative expenses as a
       percentage of revenues and in absolute dollars resulted principally from
       a shift in the responsibilities of certain personnel to general and
       administrative functions commencing in late 1996.  These increases in
       the Company's selling, general and administrative expenses are also the
       result of the opening of additional offices and the increase in expenses
       related thereto.  In particular, the Company has opened an office at 30
       Broad Street, New York, New York into which it has consolidated its 50
       Broad Street office.  The lease for 30 Broad Street has an initial term
       of 6 years and provides for fixed rent of approximately $225,000 per
       annum for the first three years of the lease and $245,000 per annum
       thereafter.  Under the lease, the Company is also responsible for
       utilities and real estate taxes.  The Company is seeking a sub-tenant to
       sublet the 50 Broad Street location for the duration of that lease,
       which terminates on January 31, 2002 and to sublet its Maryland office
       (which the Company has closed) for the duration of that lease, which
       terminates on October 31, 1999.  The failure of the Company to sublet
       the 50 Broad Street location or the Maryland location could also have a
       material adverse effect on the Company.





       Depreciation



   Depreciation expense was $88,881 and $23,626 in the three months ended
       September 30, 1997 and 1996, respectively, and related to depreciation
       of equipment and leasehold improvements.  Depreciation expense was
       $207,689 and $49,960 in the nine months ended September 30, 1997 and
       1996, respectively.  The Company's depreciation expenses in 1997 have
       increased significantly as a result of the acquisition of additional
       equipment and the relocation of its offices.



       Income Taxes



   Effective January 1995, the Company elected to be treated as an S
       Corporation for federal income tax purposes.  As a result, the
       shareholders were individually liable for federal income tax on the
       Company's taxable income.  In January 1996, the Company began to be
       treated as a C corporation for federal and state income tax purposes.
       The Company is also liable for New York state and city income taxes, as
       well as Maryland corporation and payroll taxes.





   FLUCTUATIONS IN QUARTERLY OPERATING RESULTS



   Quarterly revenues and operating results have fluctuated and will fluctuate
       as a result of a variety of factors.  These factors, some of which have
       affected the Company and some of which are beyond the Company's control,
       include the timing of the completion, material increase, reduction or
       cancellation of major projects, the gain or loss of one or more
       customers or channel sources, timing of the receipt of new business,
       timing of the hiring or loss of personnel, changes in the pricing
       strategies and business focus of the Company or its competitors, capital
       expenditures, operating expenses and other costs relating to the
       expansion of operations, general economic conditions and acceptance and
       use of the Internet.  In addition, revenues and operating results are
       difficult to forecast because of these fluctuations and because the
       Company lacks historical financial data for a significant number of
       periods.  The Company may be unable to adjust spending in a timely
       manner to compensate for any unexpected revenue shortfall.  Any
       significant shortfall of demand for the Company's services in relation
       to the Company's expectations would have an adverse impact on the
       Company's business, operating results and financial condition.  The
       Company's quarterly operating margins may also fluctuate from period to
       period depending on the relative mix of lower cost full time employees
       versus higher cost independent contractors.











   LIQUIDITY AND CAPITAL RESOURCES



   The Company is dependent on its cash of approximately $1.7 million  (at
       September 30, 1997), together with cash generated by operations, if any,
       for working capital in order to be competitive, to meet the increasing
       demands for service, quality and pricing and for any expansion of its
       business.  The Company may require future substantial alternative
       financing in order to satisfy its working capital needs, which may be
       unavailable or prohibitively expensive since the Company's only assets
       available to secure additional financing are accounts receivable.
       Accordingly, the Company may not have the funds to relieve any liquidity
       problems or to finance any expansion of its business.



   Net cash (used) in the Company's operating activities was  $(1,947,622) in
       the nine months ended September 30, 1997 and related primarily to an
       increase in restricted cash, a decrease in accounts payable offset by an
       increase in accounts receivable, and to the loss incurred during the
       quarter.  The increase in restricted cash relates to the cash, cash
       equivalent and letter of credit security provided to the landlords of
       two of the Company's offices.



   In the nine months ended September 30, 1997 the Company made capital
       expenditures of approximately $629,000 (of which approximately $119,000
       were incurred in the quarter ended September 30, 1997), consisting of
       furniture, fixtures, equipment and leasehold improvements acquired and
       made principally in connection with the Company's opening of its new
       location 30 Broad Street.  In May 1997, the Company also borrowed
       $500,000 from a bank in order to finance furniture and leasehold
       improvements to its new office at 30 Broad Street.  The loan has a two-
       year term, bears interest at a rate of 8.4% per year, is payable in 23
       equal monthly installments of $8,333 and a final payment of $308,333.
       This loan is secured by all of the Company's assets on deposit with the
       bank, which includes substantially all of the Company's cash and its
       operating accounts.



   In addition, the Company financed the purchase of certain equipment through
       capital leases.  The principal balance of such leases was $123,392 at
       September 30, 1997 and is payable in varying installments through the
       year 2000.









<PAGE>


                                   K2 DESIGN, INC. AND SUBSIDIARY





       PART II - OTHER INFORMATION



       Items 1., 2., 3., 4. & 5.	Not applicable





       Item 6.                          Exhibits and Reports on Form 8-K



       (a) Exhibits - Exhibit 27.1 - Final 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 19, 1997                 /S/ DAVID J. CENTNER
					       --------------------------
                                               David J. Centner
                                               Chairman Of The Board, and
                                               Principal Executive Officer







                                               /S/ MATTHEW G. DE GANON
					       --------------------------
                                               Matthew G. de Ganon
                                               Principal Financial Officer


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 SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

       
<S>			<C>
<PERIOD-TYPE>		3-MOS
<FISCAL-YEAR-END>         	      Dec-31-1996
<PERIOD-START>            	      Jan-01-1997
<PERIOD-END>             	      Sep-30-1997
<CASH>                        	        1,746,917
<SECURITIES>                                    0
<RECEIVABLES>                	        1,509,502
<ALLOWANCES>                  	          150,000
<INVENTORY>                  	                0
<CURRENT-ASSETS>             	        4,211,531
<PP&E>                       	        1,400,662
<DEPRECIATION>                	          331,131
<TOTAL-ASSETS>               	        5,959,699
<CURRENT-LIABILITIES>        	          742,862
<BONDS>                                   424,626
<COMMON>                                   36,807
                           0
                                     0
<OTHER-SE>                   	        4,062,762
<TOTAL-LIABILITY-AND-EQUITY>	        5,959,699
<SALES>                      	                0
<TOTAL-REVENUES>             	        4,622,798
<CGS>                        	        3,379,881
<TOTAL-COSTS>                	        2,719,009
<OTHER-EXPENSES>                                0
<LOSS-PROVISION>                                0
<INTEREST-EXPENSE>                         26,547
<INCOME-PRETAX>               	      (1,476,092)
<INCOME-TAX>                               13,970
<INCOME-CONTINUING>           	      (1,490,062)
<DISCONTINUED>                                  0
<EXTRAORDINARY>                                 0
<CHANGES>                                       0
<NET-INCOME>                  	      (1,396,183)
<EPS-PRIMARY>                              (0.38)
<EPS-DILUTED>                              (0.38)
        


</TABLE>


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