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 24, 2006
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 24, 2006, the Registrant completed the sale of 1,000,000 shares of
its convertible preferred shares to NPOWR Digital Media, Inc. ("NPOWR") a
California corporation, at a purchase of $165,000. K2, its wholly-owned
subsidiary, K2 Acquisition Corp. ("Merger Sub") and NPOWR intend to enter into a
merger agreement whereby Merger Sub will merge with and into NPOWR. In
connection with the merger, the shareholders of NPOWR will acquire a controlling
interest in K2. NPOWR's designees will be appointed as directors of K2 and the
Board and shareholders will approve a 3 x 1 reserve split of K2 shares such that
the current shareholders of K2 own approximately 2.15 million post merger shares
representing 5% of the post merger shares issued and outstanding.
Incorporated in California in July 2001, NPOWR Digital Media Inc. is poised to
become one of the leaders in the next generation technology that fulfills the
long-awaited promise of a convergence between television and the internet. As
progressive websites increasingly focus on integrating rich media into otherwise
dry presentations, NPOWR's proprietary technology is generating wide-ranging
interest. The company's pilot initiative, stimTV(TM), will utilize its
technologies in addressing the dramatically growing markets for interactive
television and video-on-demand.
NPOWR's mission is to create practical technology and programming solutions for
the dynamic iTV/VOD marketplace. The company expects its cutting-edge technology
and related media products to establish it as a media industry leader in the
delivery of personalized television programming. NPOWR's management believes
that its technology, which facilitates the customization of programming from a
database of stored media assets, will allow significant improvements and
innovations to be brought to the growing market for interactive television (in/)
and video-on-demand (VOD), as well as for on-line broadband media delivery to
homes and businesses for entertainment, distance-learning, training, and
marketing.
The parties anticipate closing the merger transaction as soon as possible. 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 25, 2006
By: /s/ Gary Brown
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Name: Gary Brown
Title: President
Principal Financial and Accounting Officer