UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 Current Report

     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  May 19, 1997


                               Kinetiks.com, Inc.
                          -----------------------------
             (Exact name of registrant as specified in its charter)


Delaware                            33-97814                          76-0478045
(State of jurisdiction            (Commission                      (IRS Employer
of incorporation)                 File Number)               Identification No.)


700 Rockmead Drive, Suite 150, Kingwood,TX                                 77339
(Address of principal executive offices)                              (Zip Code)



Registrants telephone number, including area code:  (281) 359-7638


(Former name or former address, if changed since last report.)
<PAGE>

Item 2.  Acquisition or Disposition of Assets.

     On November 27, 1996, the Registrant entered into a letter of understanding
("93Letter  of  Understanding")  with Trader  Publishing  Company  ("Trader") of
Norfolk,  Virginia  for  the  sale of  substantially  all of the  assets  of the
Registrant  for  $750,000  cash  subject  to the  finalization  of a  definitive
purchase  agreement to be completed by January 2, 1997. An earnest money deposit
in the  amount  of  $110,000  was  paid to the  Registrant  by  Trader  upon the
execution of the Letter of Understanding.

     On December 19, 1996, the Registrant executed a Commercial Note in favor of
Trader, wherein Trader loaned the Registrant $110,000.  This Commercial Note was
subject  to a general  security  agreement  ("Security  Agreement")  encumbering
substantially  all of the assets of the  Registrant and a Confession of Judgment
provision in the event of a default in the terms of the Commercial Note.

     As a result  of the  Registrant  and  Trader  being  unable to  finalize  a
definitive  agreement pursuant to the Letter of Understanding,  Trader, on March
31, 1997,  notified the  Registrant  that the earnest  money  deposit plus other
consideration  advanced to the Registrant under the Letter of Understanding  and
the principal  amount of the Commercial  Note plus interest,  costs and expenses
were due and payable.  Trader also  notified the  Registrant of its intention to
exercise its rights under the Security Agreement unless payment was made.

     On  April 9,  1997,  Trader  entered  its  confession  of  Judgment  on the
Commercial  Note in the Circuit Court of Norfolk,  Virginia.  On April 18, 1997,
the Judgment was entered in the District  Court of Harris County,  Texas,  and a
Notice of Public Sale of the assets of the  Registrant  covered by the  Security
Agreement was posted for May 13, 1997.  In addition,  on April18,  1997,  Trader
filed an action  against  the  Registrant  alleging  a breach  of the  Letter of
Understanding  and  requesting a return of the earnest  money deposit as well as
the payment of penalties and expenses.

     In an effort to settle all disputes between the Registrant and Trader,  the
Registrant entered into discussions with Wildwood Capital Company, ("Wildwood"),
a Texas general  partnership.  Wildwood agreed to pay Trader the sum of $228,000
in exchange for Trader  transferring to Wildwood all rights,  title and interest
it has in any  claims,  liens  and  security  interest  against  the  Registrant
pursuant to the Judgment on the  Commercial  Note,  the  litigation  referred to
above and the Letter of  Understanding  and any liens  securing  the  above.  In
addition,  the Registrant and Trader released each other from any claims, causes
of action, debts or other liabilities.

     Wildwood and the  Registrant  then entered into a Settlement  Agreement and
Release on May 19, 1997, under which the Registrant  transferred to Wildwood the
assets covered by the Security Agreement  consisting of substantially all of the
Registrant's  assets in settlement of the Judgment on the Commercial Note and in
lieu of foreclosure by Wildwood.  The Registrant and Wildwood  agreed to release
each other from any claims,  causes of action, debts and liabilities relating to
the  Letter  of  Understanding  and  the  Commercial  Note  and  any  judgments,
litigation or causes of action arising therefrom.


<PAGE>

SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date: June 2, 1997                      Kinetiks.com, Inc.

                                        By:/s/ Greg Carr
                                        ........................................
                                           Greg Carr, Secretary



<PAGE>

                        SETTLEMENT AGREEMENT AND RELEASE


     THIS SETTLEMENT AGREEMENT AND RELEASE  ("Settlement  Agreement") is entered
into  on  the  date  hereinbelow  indicated  by  and  among  Kinetiks.com,  Inc.
("Kinetiks"), Greg Carr and Diane Carr (collectively,  the "Carrs") and Wildwood
Capital Company  ("Wildwood"),  a Texas general partnership,  by and through its
general  partner,  Danro  Corporation  ("Danro").   The  foregoing  parties  are
sometimes collectively referred to hereinafter as the "Parties".

                                    RECITALS

     A. Trader Publishing  Company  ("Trader")  obtained a $121,590.82  judgment
(the "Judgment") against Kinetiks from the Circuit Court of the City of Norfolk,
Virginia on the 9th day of April,  1997 on a commercial  note dated December 19,
1996,  made by  Kinetiks  payable  to Trader in the  original  principal  sum of
$110,000.00.

     B. Trader has initiated  Cause No.  97-20580 in the 11th Judicial  District
Court of Harris County, Texas (the "Litigation") seeking recovery of $110,000.00
in earnest money deposited with Kinetiks and consequential  damages arising from
a November 27, 1996 Letter  Agreement (the "Letter  Agreement"),  representing a
separate and independent obligation from that evidenced by the Judgment.

     C. The Parties  acknowledge and agree that the aggregate sums due and owing
from Kinetiks to Trader,  including  accrued interest  attorney's fees and other
costs of collection, total not less than $291,000.00.

     D. The Parties and Trader  have,  simultaneously  herewith,  entered into a
Settlement  Agreement and Release and related  agreements and instruments  under
which (i)  Wildwood  has paid  Trader the sum of  $228,000;  (ii)  Wildwood  has
received an assignment of the Judgment,  the  Litigation  and the liens securing
same,  and (iii)  Kinetiks  and the Carrs  have  received  limited  releases  of
liability in connection with the Judgment and the Litigation.

     E. The Parties desire to enter into this  Settlement  Agreement in order to
resolve the claims,  liabilities and indebtedness  being settled herein,  and in
acknowledgment of the costs,  hazards,  uncertainties and pitfalls of litigation
and appeals and in order to settle and lay to rest their  claims,  disputes  and
controversies,  to avoid further costs,  litigation and risks, and to buy peace,
subject to the terms and conditions hereinafter provided.

        IT IS THEREFORE AGREED:

     Simultaneously  with the  execution  and  delivery  hereof,  Kinetiks  will
execute  and  deliver to  Wildwood a Bill of Sale and  Assignment  transferring,
assigning and conveying to Wildwood and settlement of the Judgment,  and in lieu
of foreclosure by Wildwood,  all of the assets described on Exhibit "A" attached
hereto and incorporated herein by this reference.
<PAGE>

     Simultaneously  with the  execution and delivery  hereof,  Kinetiks and the
Carrs hereby release  Wildwood and Danro,  and Wildwood and Danro hereby release
Kinetiks  and the Carrs,  from any claims  they may have  against  each other in
accordance with the terms set forth hereinbelow.

     The Parties agree to execute and deliver any additional documents which are
necessary  to  consummate  the  transaction   contemplated  in  this  Settlement
Agreement,  or to  evidence,  validate  or  (re)perfect  the liens  contemplated
herein.

     Wildwood,  Danro,  Kinetiks  and the Carrs  agree to cause the  Litigation,
including all claims,  cross  claims,  counterclaims  and any other  affirmative
claims for relief of any type,  to be dismissed  with  prejudice  promptly  upon
execution of this  Agreement and to take,  within thirty (30) days from the date
of this  Agreement,  whatever  actions are necessary or  appropriate in order to
cause the Litigation to be dismissed with prejudice.

     Wildwood,  Danro,  Kinetiks  and the Carrs  further  agree to  cooperate in
preparing  and executing a release of the Judgment  promptly  upon  execution of
this  Agreement  and to take,  within  thirty  (30)  days  from the date of this
Agreement,  whatever  actions are necessary or appropriate in order to cause the
release of Judgment to be properly recorded.

     1.  ADEQUACY  OF  CONSIDERATION.  The Parties  acknowledge  the receipt and
adequacy of  consideration  as expressed by the recitations and mutual covenants
of this agreement.

     2.  WARRANTIES.  Kinetiks  and the Carrs  each  represent  and  warrant  to
Wildwood and Danro that (a) they have full  knowledge of the terms,  conditions,
and effects of this Settlement Agreement; (b) that they have been represented by
and have had the benefit of independent legal counsel of their choice throughout
all negotiations  preceding and the entering into of this Settlement  Agreement;
(c) that no promise or  inducement  has been  offered or made to them  except as
expressly stated in this Settlement Agreement, that this Settlement Agreement is
executed without reliance on any statement or  representation by any third parry
or any third party's agent,  and that this Settlement  Agreement  supersedes all
prior  negotiations  and  discussions;  (d) that they are the sole  owner of the
claims or causes of action they have released in this  Settlement  Agreement and
have not  previously  assigned or transferred or purported to assign or transfer
any interest in such claims to any person or entity;  (e) that they are not in a
disparate  bargaining  position with respect to the negotiation and execution of
this Settlement  Agreement and that they are executing this Settlement Agreement
of their own free  will,  act,  and deed;  (f) that the  board of  directors  of
Kinetiks has approved Kinetiks entering into this Settlement Agreement.
<PAGE>

     Wildwood and Danro represent and warrant to Kinetiks and the Carrs (a) that
they  have  full  knowledge  of the  terms,  conditions,  and  effects  of  this
Settlement  Agreement;  (b) that they have been  represented by and have had the
benefit of independent legal counsel of their choice throughout all negotiations
preceding  and the  entering  into of this  Settlement  Agreement;  (c)  that no
promise  or  inducement  has been  offered or made to them  except as  expressly
stated  in this  Settlement  Agreement,  and this  Settlement  Agreement  itself
supersedes all prior  negotiations and  discussions;  (d) that they are the sole
owners of the claims or causes of action that have  released by this  Settlement
Agreement and have not previously assigned or transferred or purported to assign
or transfer  any  interest in such claims to any person or entity;  and (e) that
they are not in a disparate  bargaining position with respect to the negotiation
and execution of this  Settlement  Agreement  and that they are  executing  this
Settlement Agreement of their own free will, act and deed.

     The  Parties  have  relied  on each of the  foregoing  warranties  and each
survives the execution of this Settlement Agreement.

     3.  WARRANTY  DISCLAIMER.   Except  for  the  express  representations  and
warranties  set  forth  in  the  section  immediately  preceding,   the  Parties
acknowledge  and agree that  Wildwood and Danro have made to Kinetiks and to the
Carrs NO REPRESENTATION OR WARRANTIES,  EXPRESS OR IMPLIED REGARDING THE SUBJECT
MATTER HEREOF.

     4.  RELEASE OF WILDWOOD  AND DANRO.  In  consideration  of  Wildwood's  and
Danro's  release and discharge of Kinetiks and the Carrs pursuant to Paragraph 5
hereinbelow  and other  benefits to be derived by  Kinetiks  and the Carrs under
this  Settlement  Agreement  the  receipt  and  adequacy  of  which  are  hereby
acknowledged,  Kinetiks  and the  Carrs,  on  behalf  of  themselves  and  their
respective agents, successors and assigns, and on behalf of any other persons or
parties  claiming by,  through or under them, do hereby  RELEASE,  DISCHARGE AND
ACQUIT  Wildwood  and  Danro  and  their  respective   partners,   shareholders,
employees,  agents,  attorneys,  successors and assigns,  from any and all past,
present and future causes of action, claims, demands, debts, liens, liabilities,
expense or cost  whatsoever,  whether arising under statutory law or common law,
at  law  or  in  equity,  based  on  any  action,  omission,  misrepresentation,
misstatement,  negligence, gross negligence,  intentional tort, fraud, breach of
duty or  fiduciary  duty,  or  violation of any law for which there is a private
right of action, whether arising under any contract,  guaranty, lien, promissory
note, or other  evidence of  indebtedness  including,  without  limitation,  any
liability  or claim  against  Wildwood  or Danro or their  respective  partners,
shareholders,  employees, agents, attorneys, successors and assigns, whatsoever,
arising under or relating in any way at any time  whatsoever to the  transaction
contemplated  herein,  to the  Judgment,  to  the  Litigation  or to the  Letter
Agreement.
<PAGE>


     5. RELEASE OF KINETIKS AND THE CARRS. In consideration of Kinetiks' and the
Carrs'  release and  discharge  of Wildwood  and Danro  pursuant to  Paragraph 4
hereinabove,  and other  benefits to be derived by Wildwood and Danro under this
Settlement Agreement, the receipt and adequacy of which are hereby acknowledged,
Wildwood  and Danro,  on behalf of  themselves  and their  respective  partners,
shareholders, agents, successors and assigns, and on behalf of any other persons
or parties claiming by, through or under them, do hereby RELEASE,  DISCHARGE AND
ACQUIT Kinetiks and the Carrs and their officers,  employees, agents, attorneys,
heirs,  successors and assigns, from any and all past, present and future causes
of  action,  claims,  demands,  debts,  liens,  liabilities,   expense  or  cost
whatsoever  whether  arising  under  statutory  law or common  law, at law or in
equity,  based  on  any  action,  omission,   misrepresentation,   misstatement,
negligence,  gross  negligence,  intentional  tort,  fraud,  breach  of  duty or
fiduciary  duty,  or violation of any law for which there is a private  right of
action, whether arising under any contract,  guaranty, loan, promissory note, or
other evidence of indebtedness including,  without limitation,  any liability or
claim  against  Kinetiks  and the  Carrs,  their  officers,  employees,  agents,
attorneys, heirs, successors and assigns, whatsoever,  arising under or relating
in any way at any time whatsoever to the transaction contemplated herein, to the
Judgment,  to the Litigation or to the Letter  Agreement;  provided however that
this  release  shall not alter any rights and claims of Wildwood  and Danro,  as
Trader's  assignee,  to collect from Kinetiks  and/or the Carrs the  $228,000.00
principal of the Judgment,  the Litigation and Letter Agreement  transferred and
assigned to Wildwood and/or Danro by Traders and shall not preclude  Wildwood or
Danro from  asserting  any  remaining  deficiency  due under the Judgment or the
Letter  Agreement by way of assertion of an offset or  recoupment  in defense of
any  bankruptcy or other  insolvency  proceeding to recover the proceeds of this
Settlement Agreement;  provided further, however, that this release shall not in
any way affect,  modify or release any liens or security interests that Wildwood
and  Danro  may  have  against  the  assets  conveyed  by the  Bill of Sale  and
Assignment,  the priority of which liens are  maintained,  and the Parties agree
and intend  that there shall in no event be a merger of the legal title or other
interest  that  Wildwood  or Danro  may have in such  assets  by  virtue  of the
execution and delivery of such Bill of Sale and Assignment.

     6.  COVENANT  NOT TO SUE. It is the intent of the  Parties  that the mutual
consideration  received  pursuant to this  Settlement  Agreement  satisfies  and
finally  resolves  the  controversies  being  settled  herein.  It is  expressly
intended  and agreed  that the  Parties  will not assert  against  each other or
against  anyone  released  hereunder  any  claims  released  in this  Settlement
Agreement, provided the contemplated release remains valid and binding.

     7. DENIAL OF LIABILITY.  No term or provision of this Settlement  Agreement
shall constitute or be deemed to be an admission of liability on the part of any
party hereto, all such liability being denied by the Parties hereto.
<PAGE>

     8. EFFECTIVE DATE AND  COUNTERPARTS.  The effective date of this Settlement
Agreement  shall be the  date on which  the last  party  signs  this  Settlement
Agreement.  No party to this Settlement  Agreement shall be bound by it until it
has been executed by all parties.  This Settlement  Agreement may be executed in
multiple  original  counterparts by the parties  hereto,  each of which shall be
deemed  an  original,  but  which  together  shall  constitute  one and the same
instrument.

     9.  CONFIDENTIALITY.  The Parties agree that the dispute, the terms of this
Settlement  Agreement and the consideration for this Settlement  Agreement shall
remain  confidential,  except as otherwise provided by law or general accounting
principles.

     10. MISCELLANEOUS.

     (A) This Settlement  Agreement,  and the assignment and transfer  documents
contemplated  hereunder,  embody  the entire  agreement  among the  Parties  and
supersedes all prior  proposals,  negotiations,  agreements  and  understandings
relating to the subject matter hereof.

     (B) The terms of this Settlement  Agreement shall be binding upon and inure
to the benefit of the Parties and their  respective  spouses,  both deceased and
living, partners,  shareholders,  affiliates,  agents,  attorneys,  accountants,
heirs, successors, and assigns.

     (C) In the event that any provision of this Settlement  Agreement should be
held to be  void,  voidable  or  unenforceable  in any  respect,  the  remaining
portions shall remain in full force and effect.

     (D) Any modification or waiver of any portion of this Settlement  Agreement
or any consent to any departure  from its terms shall not be binding  unless the
same is in writing and signed by all of the Parties hereto.

     (E)  This  Settlement  Agreement  shall be  construed  and  interpreted  in
accordance with the local laws of the State of Texas, and not its  choice-of-law
rules. All disputes arising out of this Settlement Agreement shall be brought in
the State District Courts of Harris County, Texas.

     (F)  The  Parties  agree  to  cooperate  fully  and  execute  any  and  all
supplementary  documents  and  to  take  all  additional  actions  which  may be
necessary  or  appropriate  to give full force and effect to the basic terms and
intent of this Settlement Agreement.
<PAGE>

                                        KINETIKS.COM, INC.



                                        By: /s/ Greg Carr
                                        ........................................
                                        Printed Name: Greg Carr
                                        Title: Director
                                        Date Signed: 5/19/97


                                        /s/ Greg Carr
                                        ........................................
                                        GREG CARR
                                        Date Signed: 5/19/97


                                        /s/ Diane L. Carr
                                        ........................................
                                        DIANE CARR
                                        Date Signed: 5/18/97


<PAGE>


                                       WILDWOOD CAPITAL COMPANY, a Texas general
                                       partnership

                                       By:     DANRO CORPORATION, its managing
                                               general partner


                                                By:/s/ Daniel J. Eaton
                                                ................................
                                                Printed Name: Daniel J. Eaton
                                                Title: Vice President
                                                Date Signed: 5/20/97






STATE OF TEXAS
CITY/COUNTY OF Harris, to-wit:

     This Settlement  Agreement and Release was  acknowledged  before me on this
19th day of May, 1997, by Greg Carr, Director of Kinetiks.com,  Inc., a Delaware
corporation, on behalf of said corporation.

                                                /s/ Sharri Payne
                                                ...............................
                                                Notary Public

           (seal)
        Sharri Payne
My commission expires: 3/20/99

STATE OF TEXAS
CITY/COUNTY OF Harris, to-wit:

     This Settlement  Agreement and Release was  acknowledged  before me on this
19th day of May, 1997, by Greg Carr, Director of Kinetiks.com,  Inc., a Delaware
corporation, on behalf of said corporation.

                                                /s/ Sharri Payne
                                                ...............................
                                                Notary Public

          (seal)
       Sharri Payne
My commission expires: 3/20/99

<PAGE>


STATE OF TEXAS
CITY/COUNTY OF Harris, to-wit:

     This Settlement  Agreement and Release was  acknowledged  before me on this
18th day of May, 1997, by Diane Carr.


                                                /s/ Cindy Fraizer
                                                ...............................
                                                Notary Public
                                              
                              
          (seal)
       Cindy Frazier
My commission expires: 9/30/97



STATE OF TEXAS
CITY/COUNTY OF Harris, to-wit:

     This Settlement  Agreement and Release was  acknowledged  before me on this
20th day of May, 1997, by Daniel J. Eaton, Vice President of Danro  Corporation,
Managing General Partner of Wildwood Capital Company.

                          
                                              /s/ Sharri Payne
                                                ...............................
                                                Notary Public

          (seal)
       Sharri Payne
My commission expires: 3/20/99



















<PAGE>

                                        EXHIBIT A

     All inventory and other tangible personal property,  which are now owned by
the  Debtor  or in  which  the  Debtor  now has any  right,  title  or  interest
(hereinafter  collectively  referred  to  as  "Inventory"),  together  with  all
contractual rights of the Debtor pertaining to Inventory and all proceeds of the
Inventory;

     All  accounts,   accounts   receivable,   contract   rights,   instruments,
certificates of deposit,  documents,  chattel paper, notes, drafts,  securities,
acceptances  and other  forms of  obligations  and  receivables,  whether or not
earned by performance,  which are now owned by the Debtor or in which the Debtor
now has any right, title or interest  (hereinafter  collectively  referred to as
"Accounts"), together with all proceeds of the Accounts;

     All equipment,  goods, books, records, furniture,  apparatus,  furnishings,
fittings, fixtures, machinery,  trailers, motor vehicles,  appliances, and other
personal property,  which are now owned by the Debtor or in which the Debtor now
has any  right,  title or  interest  (hereinafter  collectively  referred  to as
"Equipment"), together with all proceeds of the Equipment;

     All general  intangibles  which are now owned by the Debtor or in which the
Debtor now has any right, title or interest,  including,  but not limited to all
customer   lists,   servicing   rights,   patents,   patent  rights,   licenses,
uncertificated  securities,  trademarks,  service  marks,  trade  names,  logos,
copyrights,  and goodwill and all claims for tax refunds and other payments from
any local, state or federal governmental  authority or agency arising out of the
Debtor's   business   (hereinafter   collectively   referred   to  as   "General
Intangibles"), together with all proceeds of the General Intangibles;

     All  money and all  demand,  time,  savings,  passbooks  and other  deposit
accounts  of the  Debtor  with  all  banks,  credit  unions,  savings  and  loan
associations and other financial  institutions which are now owned by the Debtor
or in which the Debtor now has an y right, title or interest and constituting or
containing any direct or indirect proceeds of any Inventory, Accounts, Equipment
or  General  Intangibles  (hereinafter  collectively  referred  to  as  "Deposit
Accounts"), together with all proceeds of the Deposit Accounts; and

     All tangible and intangible assets owned by the Debtor and used or held for
use in its business of  composition,  maintenance  an  distribution  of Internet
Waterway, an Internet affinity supersite serving the marine industry, and Marine
TradeNet,  an Internet affinity supersite serving  commercial  businesses within
the marine industry, including the creation, development,  maintenance,  hosting
and  servicing  of the  related  World Wide Web Sites ("Web  Sites"),  including
without limitation all furniture,  fixtures,  equipment,  computer software, the
domain names "Internet  Waterway" and "Marine TradeNet," the domain names of all
Web Sites  owned by Debtor  and all  related  and/or  similar  names  secured by
Debtor,  and all related URL addresses for such domain names,  all files,  data,
pages CGI and other scripts,  and graphics comprising the HTML or any other text
or language that constitutes each of the Web Sites Internet  Waterway and Marine
TradeNet  and all other Web Sites  owned by the  Debtor,  all  software  used in
generating  Web Sites pages,  and all other property  comprising  such Web Sites
and/or used in creating, maintaining and /or accessing the same.


<PAGE>
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{"company-data": {"conformed-name": "KINETIKS COM INC", "cik": "0001001903", "assigned-sic": "7373", "irs-number": "760478045", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27418", "film-number": "97619089"}, "business-address": {"street1": "700 ROCKMEAD DR", "street2": "STE 240", "city": "KINGWOOD", "state": "TX", "zip": "77339", "phone": "7133597638"}, "mail-address": {"street1": "700 ROCKMEAD DR", "street2": "STE 240", "city": "KINGWOOD", "state": "TX", "zip": "77339"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report

     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 19, 1997

                               Kinetiks.com, Inc.
                          -----------------------------
             (Exact name of registrant as specified in its charter)

Delaware                            33-97814                          76-0478045
(State of jurisdiction            (Commission                      (IRS Employer
of incorporation)                 File Number)               Identification No.)

700 Rockmead Drive, Suite 150, Kingwood,TX                                 77339
(Address of principal executive offices)                              (Zip Code)

Registrants telephone number, including area code:  (281) 359-7638

(Former name or former address, if changed since last report.)
Item 2.  Acquisition or Disposition of Assets.

     On November 27, 1996, the Registrant entered into a letter of understanding
("93Letter  of  Understanding")  with Trader  Publishing  Company  ("Trader") of
Norfolk,  Virginia  for  the  sale of  substantially  all of the  assets  of the
Registrant  for  $750,000  cash  subject  to the  finalization  of a  definitive
purchase  agreement to be completed by January 2, 1997. An earnest money deposit
in the  amount  of  $110,000  was  paid to the  Registrant  by  Trader  upon the
execution of the Letter of Understanding.

     On December 19, 1996, the Registrant executed a Commercial Note in favor of
Trader, wherein Trader loaned the Registrant $110,000.  This Commercial Note was
subject  to a general  security  agreement  ("Security  Agreement")  encumbering
substantially  all of the assets of the  Registrant and a Confession of Judgment
provision in the event of a default in the terms of the Commercial Note.

     As a result  of the  Registrant  and  Trader  being  unable to  finalize  a
definitive  agreement pursuant to the Letter of Understanding,  Trader, on March
31, 1997,  notified the  Registrant  that the earnest  money  deposit plus other
consideration  advanced to the Registrant under the Letter of Understanding  and
the principal  amount of the Commercial  Note plus interest,  costs and expenses
were due and payable.  Trader also  notified the  Registrant of its intention to
exercise its rights under the Security Agreement unless payment was made.

     On  April 9,  1997,  Trader  entered  its  confession  of  Judgment  on the
Commercial  Note in the Circuit Court of Norfolk,  Virginia.  On April 18, 1997,
the Judgment was entered in the District  Court of Harris County,  Texas,  and a
Notice of Public Sale of the assets of the  Registrant  covered by the  Security
Agreement was posted for May 13, 1997.  In addition,  on April18,  1997,  Trader
filed an action  against  the  Registrant  alleging  a breach  of the  Letter of
Understanding  and  requesting a return of the earnest  money deposit as well as
the payment of penalties and expenses.

     In an effort to settle all disputes between the Registrant and Trader,  the
Registrant entered into discussions with Wildwood Capital Company, ("Wildwood"),
a Texas general  partnership.  Wildwood agreed to pay Trader the sum of $228,000
in exchange for Trader  transferring to Wildwood all rights,  title and interest
it has in any  claims,  liens  and  security  interest  against  the  Registrant
pursuant to the Judgment on the  Commercial  Note,  the  litigation  referred to
above and the Letter of  Understanding  and any liens  securing  the  above.  In
addition,  the Registrant and Trader released each other from any claims, causes
of action, debts or other liabilities.

     Wildwood and the  Registrant  then entered into a Settlement  Agreement and
Release on May 19, 1997, under which the Registrant  transferred to Wildwood the
assets covered by the Security Agreement  consisting of substantially all of the
Registrant's  assets in settlement of the Judgment on the Commercial Note and in
lieu of foreclosure by Wildwood.  The Registrant and Wildwood  agreed to release
each other from any claims,  causes of action, debts and liabilities relating to
the  Letter  of  Understanding  and  the  Commercial  Note  and  any  judgments,
litigation or causes of action arising therefrom.
SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date: June 2, 1997                      Kinetiks.com, Inc.

                                        By:/s/ Greg Carr
                                        ........................................
                                           Greg Carr, Secretary
SETTLEMENT AGREEMENT AND RELEASE

     THIS SETTLEMENT AGREEMENT AND RELEASE  ("Settlement  Agreement") is entered
into  on  the  date  hereinbelow  indicated  by  and  among  Kinetiks.com,  Inc.
("Kinetiks"), Greg Carr and Diane Carr (collectively,  the "Carrs") and Wildwood
Capital Company  ("Wildwood"),  a Texas general partnership,  by and through its
general  partner,  Danro  Corporation  ("Danro").   The  foregoing  parties  are
sometimes collectively referred to hereinafter as the "Parties".

                                    RECITALS

     A. Trader Publishing  Company  ("Trader")  obtained a $121,590.82  judgment
(the "Judgment") against Kinetiks from the Circuit Court of the City of Norfolk,
Virginia on the 9th day of April,  1997 on a commercial  note dated December 19,
1996,  made by  Kinetiks  payable  to Trader in the  original  principal  sum of
$110,000.00.

     B. Trader has initiated  Cause No.  97-20580 in the 11th Judicial  District
Court of Harris County, Texas (the "Litigation") seeking recovery of $110,000.00
in earnest money deposited with Kinetiks and consequential  damages arising from
a November 27, 1996 Letter  Agreement (the "Letter  Agreement"),  representing a
separate and independent obligation from that evidenced by the Judgment.

     C. The Parties  acknowledge and agree that the aggregate sums due and owing
from Kinetiks to Trader,  including  accrued interest  attorney's fees and other
costs of collection, total not less than $291,000.00.

     D. The Parties and Trader  have,  simultaneously  herewith,  entered into a
Settlement  Agreement and Release and related  agreements and instruments  under
which (i)  Wildwood  has paid  Trader the sum of  $228,000;  (ii)  Wildwood  has
received an assignment of the Judgment,  the  Litigation  and the liens securing
same,  and (iii)  Kinetiks  and the Carrs  have  received  limited  releases  of
liability in connection with the Judgment and the Litigation.

     E. The Parties desire to enter into this  Settlement  Agreement in order to
resolve the claims,  liabilities and indebtedness  being settled herein,  and in
acknowledgment of the costs,  hazards,  uncertainties and pitfalls of litigation
and appeals and in order to settle and lay to rest their  claims,  disputes  and
controversies,  to avoid further costs,  litigation and risks, and to buy peace,
subject to the terms and conditions hereinafter provided.

        IT IS THEREFORE AGREED:

     Simultaneously  with the  execution  and  delivery  hereof,  Kinetiks  will
execute  and  deliver to  Wildwood a Bill of Sale and  Assignment  transferring,
assigning and conveying to Wildwood and settlement of the Judgment,  and in lieu
of foreclosure by Wildwood,  all of the assets described on Exhibit "A" attached
hereto and incorporated herein by this reference.
Simultaneously  with the  execution and delivery  hereof,  Kinetiks and the
Carrs hereby release  Wildwood and Danro,  and Wildwood and Danro hereby release
Kinetiks  and the Carrs,  from any claims  they may have  against  each other in
accordance with the terms set forth hereinbelow.

     The Parties agree to execute and deliver any additional documents which are
necessary  to  consummate  the  transaction   contemplated  in  this  Settlement
Agreement,  or to  evidence,  validate  or  (re)perfect  the liens  contemplated
herein.

     Wildwood,  Danro,  Kinetiks  and the Carrs  agree to cause the  Litigation,
including all claims,  cross  claims,  counterclaims  and any other  affirmative
claims for relief of any type,  to be dismissed  with  prejudice  promptly  upon
execution of this  Agreement and to take,  within thirty (30) days from the date
of this  Agreement,  whatever  actions are necessary or  appropriate in order to
cause the Litigation to be dismissed with prejudice.

     Wildwood,  Danro,  Kinetiks  and the Carrs  further  agree to  cooperate in
preparing  and executing a release of the Judgment  promptly  upon  execution of
this  Agreement  and to take,  within  thirty  (30)  days  from the date of this
Agreement,  whatever  actions are necessary or appropriate in order to cause the
release of Judgment to be properly recorded.

     1.  ADEQUACY  OF  CONSIDERATION.  The Parties  acknowledge  the receipt and
adequacy of  consideration  as expressed by the recitations and mutual covenants
of this agreement.

     2.  WARRANTIES.  Kinetiks  and the Carrs  each  represent  and  warrant  to
Wildwood and Danro that (a) they have full  knowledge of the terms,  conditions,
and effects of this Settlement Agreement; (b) that they have been represented by
and have had the benefit of independent legal counsel of their choice throughout
all negotiations  preceding and the entering into of this Settlement  Agreement;
(c) that no promise or  inducement  has been  offered or made to them  except as
expressly stated in this Settlement Agreement, that this Settlement Agreement is
executed without reliance on any statement or  representation by any third parry
or any third party's agent,  and that this Settlement  Agreement  supersedes all
prior  negotiations  and  discussions;  (d) that they are the sole  owner of the
claims or causes of action they have released in this  Settlement  Agreement and
have not  previously  assigned or transferred or purported to assign or transfer
any interest in such claims to any person or entity;  (e) that they are not in a
disparate  bargaining  position with respect to the negotiation and execution of
this Settlement  Agreement and that they are executing this Settlement Agreement
of their own free  will,  act,  and deed;  (f) that the  board of  directors  of
Kinetiks has approved Kinetiks entering into this Settlement Agreement.
Wildwood and Danro represent and warrant to Kinetiks and the Carrs (a) that
they  have  full  knowledge  of the  terms,  conditions,  and  effects  of  this
Settlement  Agreement;  (b) that they have been  represented by and have had the
benefit of independent legal counsel of their choice throughout all negotiations
preceding  and the  entering  into of this  Settlement  Agreement;  (c)  that no
promise  or  inducement  has been  offered or made to them  except as  expressly
stated  in this  Settlement  Agreement,  and this  Settlement  Agreement  itself
supersedes all prior  negotiations and  discussions;  (d) that they are the sole
owners of the claims or causes of action that have  released by this  Settlement
Agreement and have not previously assigned or transferred or purported to assign
or transfer  any  interest in such claims to any person or entity;  and (e) that
they are not in a disparate  bargaining position with respect to the negotiation
and execution of this  Settlement  Agreement  and that they are  executing  this
Settlement Agreement of their own free will, act and deed.

     The  Parties  have  relied  on each of the  foregoing  warranties  and each
survives the execution of this Settlement Agreement.

     3.  WARRANTY  DISCLAIMER.   Except  for  the  express  representations  and
warranties  set  forth  in  the  section  immediately  preceding,   the  Parties
acknowledge  and agree that  Wildwood and Danro have made to Kinetiks and to the
Carrs NO REPRESENTATION OR WARRANTIES,  EXPRESS OR IMPLIED REGARDING THE SUBJECT
MATTER HEREOF.

     4.  RELEASE OF WILDWOOD  AND DANRO.  In  consideration  of  Wildwood's  and
Danro's  release and discharge of Kinetiks and the Carrs pursuant to Paragraph 5
hereinbelow  and other  benefits to be derived by  Kinetiks  and the Carrs under
this  Settlement  Agreement  the  receipt  and  adequacy  of  which  are  hereby
acknowledged,  Kinetiks  and the  Carrs,  on  behalf  of  themselves  and  their
respective agents, successors and assigns, and on behalf of any other persons or
parties  claiming by,  through or under them, do hereby  RELEASE,  DISCHARGE AND
ACQUIT  Wildwood  and  Danro  and  their  respective   partners,   shareholders,
employees,  agents,  attorneys,  successors and assigns,  from any and all past,
present and future causes of action, claims, demands, debts, liens, liabilities,
expense or cost  whatsoever,  whether arising under statutory law or common law,
at  law  or  in  equity,  based  on  any  action,  omission,  misrepresentation,
misstatement,  negligence, gross negligence,  intentional tort, fraud, breach of
duty or  fiduciary  duty,  or  violation of any law for which there is a private
right of action, whether arising under any contract,  guaranty, lien, promissory
note, or other  evidence of  indebtedness  including,  without  limitation,  any
liability  or claim  against  Wildwood  or Danro or their  respective  partners,
shareholders,  employees, agents, attorneys, successors and assigns, whatsoever,
arising under or relating in any way at any time  whatsoever to the  transaction
contemplated  herein,  to the  Judgment,  to  the  Litigation  or to the  Letter
Agreement.
5. RELEASE OF KINETIKS AND THE CARRS. In consideration of Kinetiks' and the
Carrs'  release and  discharge  of Wildwood  and Danro  pursuant to  Paragraph 4
hereinabove,  and other  benefits to be derived by Wildwood and Danro under this
Settlement Agreement, the receipt and adequacy of which are hereby acknowledged,
Wildwood  and Danro,  on behalf of  themselves  and their  respective  partners,
shareholders, agents, successors and assigns, and on behalf of any other persons
or parties claiming by, through or under them, do hereby RELEASE,  DISCHARGE AND
ACQUIT Kinetiks and the Carrs and their officers,  employees, agents, attorneys,
heirs,  successors and assigns, from any and all past, present and future causes
of  action,  claims,  demands,  debts,  liens,  liabilities,   expense  or  cost
whatsoever  whether  arising  under  statutory  law or common  law, at law or in
equity,  based  on  any  action,  omission,   misrepresentation,   misstatement,
negligence,  gross  negligence,  intentional  tort,  fraud,  breach  of  duty or
fiduciary  duty,  or violation of any law for which there is a private  right of
action, whether arising under any contract,  guaranty, loan, promissory note, or
other evidence of indebtedness including,  without limitation,  any liability or
claim  against  Kinetiks  and the  Carrs,  their  officers,  employees,  agents,
attorneys, heirs, successors and assigns, whatsoever,  arising under or relating
in any way at any time whatsoever to the transaction contemplated herein, to the
Judgment,  to the Litigation or to the Letter  Agreement;  provided however that
this  release  shall not alter any rights and claims of Wildwood  and Danro,  as
Trader's  assignee,  to collect from Kinetiks  and/or the Carrs the  $228,000.00
principal of the Judgment,  the Litigation and Letter Agreement  transferred and
assigned to Wildwood and/or Danro by Traders and shall not preclude  Wildwood or
Danro from  asserting  any  remaining  deficiency  due under the Judgment or the
Letter  Agreement by way of assertion of an offset or  recoupment  in defense of
any  bankruptcy or other  insolvency  proceeding to recover the proceeds of this
Settlement Agreement;  provided further, however, that this release shall not in
any way affect,  modify or release any liens or security interests that Wildwood
and  Danro  may  have  against  the  assets  conveyed  by the  Bill of Sale  and
Assignment,  the priority of which liens are  maintained,  and the Parties agree
and intend  that there shall in no event be a merger of the legal title or other
interest  that  Wildwood  or Danro  may have in such  assets  by  virtue  of the
execution and delivery of such Bill of Sale and Assignment.

     6.  COVENANT  NOT TO SUE. It is the intent of the  Parties  that the mutual
consideration  received  pursuant to this  Settlement  Agreement  satisfies  and
finally  resolves  the  controversies  being  settled  herein.  It is  expressly
intended  and agreed  that the  Parties  will not assert  against  each other or
against  anyone  released  hereunder  any  claims  released  in this  Settlement
Agreement, provided the contemplated release remains valid and binding.

     7. DENIAL OF LIABILITY.  No term or provision of this Settlement  Agreement
shall constitute or be deemed to be an admission of liability on the part of any
party hereto, all such liability being denied by the Parties hereto.
8. EFFECTIVE DATE AND  COUNTERPARTS.  The effective date of this Settlement
Agreement  shall be the  date on which  the last  party  signs  this  Settlement
Agreement.  No party to this Settlement  Agreement shall be bound by it until it
has been executed by all parties.  This Settlement  Agreement may be executed in
multiple  original  counterparts by the parties  hereto,  each of which shall be
deemed  an  original,  but  which  together  shall  constitute  one and the same
instrument.

     9.  CONFIDENTIALITY.  The Parties agree that the dispute, the terms of this
Settlement  Agreement and the consideration for this Settlement  Agreement shall
remain  confidential,  except as otherwise provided by law or general accounting
principles.

     10. MISCELLANEOUS.

     (A) This Settlement  Agreement,  and the assignment and transfer  documents
contemplated  hereunder,  embody  the entire  agreement  among the  Parties  and
supersedes all prior  proposals,  negotiations,  agreements  and  understandings
relating to the subject matter hereof.

     (B) The terms of this Settlement  Agreement shall be binding upon and inure
to the benefit of the Parties and their  respective  spouses,  both deceased and
living, partners,  shareholders,  affiliates,  agents,  attorneys,  accountants,
heirs, successors, and assigns.

     (C) In the event that any provision of this Settlement  Agreement should be
held to be  void,  voidable  or  unenforceable  in any  respect,  the  remaining
portions shall remain in full force and effect.

     (D) Any modification or waiver of any portion of this Settlement  Agreement
or any consent to any departure  from its terms shall not be binding  unless the
same is in writing and signed by all of the Parties hereto.

     (E)  This  Settlement  Agreement  shall be  construed  and  interpreted  in
accordance with the local laws of the State of Texas, and not its  choice-of-law
rules. All disputes arising out of this Settlement Agreement shall be brought in
the State District Courts of Harris County, Texas.

     (F)  The  Parties  agree  to  cooperate  fully  and  execute  any  and  all
supplementary  documents  and  to  take  all  additional  actions  which  may be
necessary  or  appropriate  to give full force and effect to the basic terms and
intent of this Settlement Agreement.
KINETIKS.COM, INC.

                                        By: /s/ Greg Carr
                                        ........................................
                                        Printed Name: Greg Carr
                                        Title: Director
                                        Date Signed: 5/19/97

                                        /s/ Greg Carr
                                        ........................................
                                        GREG CARR
                                        Date Signed: 5/19/97

                                        /s/ Diane L. Carr
                                        ........................................
                                        DIANE CARR
                                        Date Signed: 5/18/97
WILDWOOD CAPITAL COMPANY, a Texas general
                                       partnership

                                       By:     DANRO CORPORATION, its managing
                                               general partner

                                                By:/s/ Daniel J. Eaton
                                                ................................
                                                Printed Name: Daniel J. Eaton
                                                Title: Vice President
                                                Date Signed: 5/20/97

STATE OF TEXAS
CITY/COUNTY OF Harris, to-wit:

     This Settlement  Agreement and Release was  acknowledged  before me on this
19th day of May, 1997, by Greg Carr, Director of Kinetiks.com,  Inc., a Delaware
corporation, on behalf of said corporation.

                                                /s/ Sharri Payne
                                                ...............................
                                                Notary Public

           (seal)
        Sharri Payne
My commission expires: 3/20/99

STATE OF TEXAS
CITY/COUNTY OF Harris, to-wit:

     This Settlement  Agreement and Release was  acknowledged  before me on this
19th day of May, 1997, by Greg Carr, Director of Kinetiks.com,  Inc., a Delaware
corporation, on behalf of said corporation.

                                                /s/ Sharri Payne
                                                ...............................
                                                Notary Public

          (seal)
       Sharri Payne
My commission expires: 3/20/99
STATE OF TEXAS
CITY/COUNTY OF Harris, to-wit:

     This Settlement  Agreement and Release was  acknowledged  before me on this
18th day of May, 1997, by Diane Carr.

                                                /s/ Cindy Fraizer
                                                ...............................
                                                Notary Public
                                              
                              
          (seal)
       Cindy Frazier
My commission expires: 9/30/97

STATE OF TEXAS
CITY/COUNTY OF Harris, to-wit:

     This Settlement  Agreement and Release was  acknowledged  before me on this
20th day of May, 1997, by Daniel J. Eaton, Vice President of Danro  Corporation,
Managing General Partner of Wildwood Capital Company.

                          
                                              /s/ Sharri Payne
                                                ...............................
                                                Notary Public

          (seal)
       Sharri Payne
My commission expires: 3/20/99
EXHIBIT A

     All inventory and other tangible personal property,  which are now owned by
the  Debtor  or in  which  the  Debtor  now has any  right,  title  or  interest
(hereinafter  collectively  referred  to  as  "Inventory"),  together  with  all
contractual rights of the Debtor pertaining to Inventory and all proceeds of the
Inventory;

     All  accounts,   accounts   receivable,   contract   rights,   instruments,
certificates of deposit,  documents,  chattel paper, notes, drafts,  securities,
acceptances  and other  forms of  obligations  and  receivables,  whether or not
earned by performance,  which are now owned by the Debtor or in which the Debtor
now has any right, title or interest  (hereinafter  collectively  referred to as
"Accounts"), together with all proceeds of the Accounts;

     All equipment,  goods, books, records, furniture,  apparatus,  furnishings,
fittings, fixtures, machinery,  trailers, motor vehicles,  appliances, and other
personal property,  which are now owned by the Debtor or in which the Debtor now
has any  right,  title or  interest  (hereinafter  collectively  referred  to as
"Equipment"), together with all proceeds of the Equipment;

     All general  intangibles  which are now owned by the Debtor or in which the
Debtor now has any right, title or interest,  including,  but not limited to all
customer   lists,   servicing   rights,   patents,   patent  rights,   licenses,
uncertificated  securities,  trademarks,  service  marks,  trade  names,  logos,
copyrights,  and goodwill and all claims for tax refunds and other payments from
any local, state or federal governmental  authority or agency arising out of the
Debtor's   business   (hereinafter   collectively   referred   to  as   "General
Intangibles"), together with all proceeds of the General Intangibles;

     All  money and all  demand,  time,  savings,  passbooks  and other  deposit
accounts  of the  Debtor  with  all  banks,  credit  unions,  savings  and  loan
associations and other financial  institutions which are now owned by the Debtor
or in which the Debtor now has an y right, title or interest and constituting or
containing any direct or indirect proceeds of any Inventory, Accounts, Equipment
or  General  Intangibles  (hereinafter  collectively  referred  to  as  "Deposit
Accounts"), together with all proceeds of the Deposit Accounts; and

     All tangible and intangible assets owned by the Debtor and used or held for
use in its business of  composition,  maintenance  an  distribution  of Internet
Waterway, an Internet affinity supersite serving the marine industry, and Marine
TradeNet,  an Internet affinity supersite serving  commercial  businesses within
the marine industry, including the creation, development,  maintenance,  hosting
and  servicing  of the  related  World Wide Web Sites ("Web  Sites"),  including
without limitation all furniture,  fixtures,  equipment,  computer software, the
domain names "Internet  Waterway" and "Marine TradeNet," the domain names of all
Web Sites  owned by Debtor  and all  related  and/or  similar  names  secured by
Debtor,  and all related URL addresses for such domain names,  all files,  data,
pages CGI and other scripts,  and graphics comprising the HTML or any other text
or language that constitutes each of the Web Sites Internet  Waterway and Marine
TradeNet  and all other Web Sites  owned by the  Debtor,  all  software  used in
generating  Web Sites pages,  and all other property  comprising  such Web Sites
and/or used in creating, maintaining and /or accessing the same.