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) December 31, 2004

                                K2 DIGITAL, INC.
- --------------------------------------------------------------------------------

                  (Exact name of registrant as specified in its chapter)

         Delaware                        1-11873                   13-3886065
- --------------------------------     -----------------      --------------------
(State or other jurisdiction           (Commission              (IRS Employer
      of incorporation)                File Number)          Identification No.)

         500 Fifth Avenue, Suite 1650, New York, New York 10110
- --------------------------------------------------------------------------------
         (Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code (212) 810-2430

                                    Not Applicable

                  (Former name or former address, if changed since last report)


Item 1.02.  TERMINATION OF MATERIAL DEFINITIVE AGREEMENT.

 On December 31, 2004, the Registrant  notified  Sunrise USA, Inc.  ("Sunrise"),
that in light of the delays in its  consummating  the  proposed  merger with the
Registrant, it had decided to terminate the merger agreement dated July 23, 2004
between  the  Registrant,  Sunrise  and K2  Acquisition  Corporation,  effective
December 31, 2004.  Thereafter the parties  continued to discuss the terms of an
extension of the merger agreement but the Registrant has advised Sunrise that it
is now exploring other options to enhance  shareholder  value. These options may
include a merger or similar  transaction with another entity,  consummation of a
merger with  Sunrise  pursuant to a new merger  agreement  or  amendment  to the
terminated agreement, or liquidation of the Registrant.





                                   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: February 14, 2005

                                     By:  /s/ Gary Brown
                                     ------------------------------------
                                     Name:  Gary Brown
                                     Title: President
                                            Principal Financial and
                                            Accounting Officer