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) May 5, 2006
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.)
c/o Law Offices of Thomas G. Amon
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)
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
On April 19, 2006, the Registrant and NPOWR Digital Media, Inc. ("NPOWR") a
California corporation amended a Letter of Intent dated December 22, 2005
between the parties ("LOI"). The amendment provided for payment of all expenses
of K2 as specified in the LOI simultaneously with the closing by NPOWR of a
private transaction with a private investor. That closing occurred on April 25,
2006 and all outstanding expenses of K2 were paid on May 4, 2006. Under the
terms of the amendment, the parties are required to sign a definitive merger
agreement on or before May 28, 2006.
NPOWR's mission is to create practical technology and programming solutions for
the dynamic iTV/VOD marketplace. The company expects its 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: May 9, 2006
By: /s/ Gary Brown
_________________________________
Name: Gary Brown
Title: President
Principal Financial and Accounting Officer