UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) January 29, 2007
K2 DIGITAL, INC.
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(Exact name of registrant as specified in its chapter)
Delaware 1-11873 13-3886065
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
c/o Law Offices of Thomas G. Amon
500 Fifth Avenue, Suite 1650, New York, New York 10110
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 810-2430
Not Applicable
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(Former name or former address, if changed since last report)
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
On January 29, 2007, the Registrant signed a letter of intent with New Century
Structures, Inc. ("NCSI") a Florida corporation, whereby NCSI will merge with
the Company. K2 Acquisition Corp. ("Merger Sub") and NCSI intend to enter into a
merger agreement whereby Merger Sub will merge with and into NCSI. In connection
with the merger, the shareholders of NCSI will acquire a controlling interest in
K2. NCSI's designees will be appointed as directors of K2 and the Board and
shareholders will approve a 10 x 1 reserve split of K2 shares such that the
current shareholders of K2 own approximately 500,000 post merger shares
representing 10% of the post merger shares issued and outstanding. In connection
with this transaction, Avante Holding Group, Inc. has entered into an agreement
with NPOWR Digital Media, Inc. to acquire 1,000,000 shares of K2 preferred stock
which is convertible into 1,500,000 common shares.
Incorporated in Florida in July 2001, NCSI provides architectural/engineering,
manufacturing and construction services for modular facilities utilizing
concrete and structural insulated panels (SIPS) for use in commercial,
educational and municipalities and residential developments. The Company
utilizes processes that meet the scrutiny for classrooms as well as several
government agencies, including NASA and the Smithsonian.
The parties anticipate closing the merger transaction during K2's second fiscal
quarter. The transaction is subject to the normal conditions for closing,
including satisfactory due diligence by the parties.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant had duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
K2 DIGITAL, INC.
(Registrant)
Date: January 31, 2007 By: /s/ Gary Brown
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Name: Gary Brown
Title: President
Principal Financial and Accounting
Officer