K 2 LOGISTICS COM INC
10SB12G, EX-3.1, 2000-09-01
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             INCORPORATED UNDER THE LAWS OF THE STATE OF WASHINGTON
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------                                                           --------------
  No.                                                                 Shares
------                                                           --------------
                               The State of Nevada

[LOGO]                        K-2  LOGISTICS.COM,  INC.
                 One Million Shares Authorized, $0.001 Par Value

This  Certifies  That  SPECIMEN is the owner of ______________________ Shares of
                       --------
$0.001  each  of  the  Capital  Stock  of

                            K-2 LOGISITICS.COM, INC.

transferable only on the books of the Corporation by the holder hereof in person
or  by  Attorney  upon  surrender  of  this  Certificate  properly  endorsed.

In  Witness  Whereof,  the  said  corporation  has caused this Certificate to be
signed  by  its  duly authorized officers, and to be sealed with the Seal of the
Corporation  this  ______  day  of  _____________  At

[SEAL]


--------------------                                       ---------------------
     President                                                   Secretary

                          -----------          --------
                            SHARES    $0.001     EACH
                          -----------          --------


<PAGE>
                                   CERTIFICATE
                                       FOR

                                     SHARES

                               [SEAL APPEARS HERE]

                                     OF THE

                                  CAPITAL STOCK


                             K-2 LOGISTICS.COM, INC.

                                    ISSUED TO

                       -----------------------------------
                                      DATED

                       -----------------------------------

     For Value Received ______ hereby sell, assign and transfer unto -----------

--------------------------------------------------------------------------------
                                                                         Shares
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of  the  Capital  Stock  represented  by  the  written Certificate and do hereby
irrevocably  constitute  and  appoint
                                      ------------------------------------------
to  transfer  the  said  Stock  on  the  books  of  the within named corporation
with  full  power  of  substitution  in  the  premises.

     Dated
          ----------------------------
            In  presence  of

                            ----------------------------

----------------------------

NOTICE.  THE  SIGNATURE  OF  THIS  ASSIGNMENT  MUST  CORESPOND  WITH THE NAME AS
WRITTEN  ON  THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR WITHOUT ALTERATION
AND  ENLARGEMENTS  OR  ANY  CHANGE  WHATEVER

     PLEASE  NOTE  THAT  ALL  CERTIFICATES  MUST  BE  LEGENDED  AS  FOLLOWS:

                  The shares to be acquired upon exercise of these
                  warrants  have  not  been  registered  under the
                  Securities Act of 1933, as amended,  (the "Act")
                  and may not be sold,  transferred  or  otherwise
                  disposed of by  the  holder,  unless  registered
                  under the act or unless, in the opinion of counsel
                  satisfactory to the issuer, the transfer qualifies
                  for  an  exemption  from or  exemption  to  the
                  registration  provisions  thereof.


<PAGE>


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