1 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (MARK ONE) /X/ Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2000 / / Transition report under Section 13 or 15(d) of the Exchange Act Commission File No. 1-11873 K2 DESIGN, INC. (Exact Name of Small Business Issuer as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 13-3886065 (I.R.S. Employer Identification Number) 30 Broad Street, 16th Floor New York, New York 10004 (Address of Principal Executive Offices) (212) 301-8800 (Issuer's Telephone Number, Including Area Code) Check whether the issuer: (1) filed all reports required by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /x/ No / / APPLICABLE ONLY TO CORPORATE ISSUERS: State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: Class Outstanding at October 31, 2000 ----- ------------------------------- Common stock, par value $.01 per share 3,462,794 Common stock redeemable purchase warrants 1,000,000 Transitional Small Business Disclosure Format (check one): Yes / / No /x/ 2 K2 DESIGN, INC. AND SUBSIDIARY INDEX Page ---- PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated balance sheet - September 30, 2000 (unaudited)...................................... 1 Consolidated statements of operations - three and nine months ended September 30, 2000 (unaudited) and September 30, 1999 (unaudited)............................ 2 Consolidated statements of cash flows - nine months ended September 30, 2000 (unaudited) and September 30, 1999 (unaudited)............................ 3 Notes to consolidated financial statements ..................................................... 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. ........................................................................................ 7 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K................................................................ 11 SIGNATURES . ........................................................................................... 12 3 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. K2 DESIGN, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 2000 (unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1,028,354 Accounts receivable, net of allowance for doubtful accounts of $100,000 1,859,280 Unbilled revenue 638,456 Prepaid expenses and other current assets 340,801 Investment in securities available for sale 1,110,318 ----------- Total current assets 4,977,209 FIXED ASSETS, net 632,644 RESTRICTED CASH 250,000 OTHER ASSETS 172,246 ----------- Total assets $ 6,032,099 =========== LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of capital lease obligations $ 28,712 Accounts payable 800,620 Accrued compensation and payroll taxes 88,521 Accrued expenses 905,224 Deferred revenue 377,513 Customer advances 263,333 ----------- Total current liabilities 2,463,923 LONG-TERM CAPITAL LEASE OBLIGATIONS 19,722 ----------- Total liabilities 2,483,645 STOCKHOLDERS' EQUITY: Preferred Stock, $0.01 par value, 1,000,000 shares authorized; 0 shares issued and outstanding -- Common Stock, $0.01 par value, 9,000,000 shares authorized; 3,879,961 shares issued and 3,462,544 shares outstanding 38,800 Treasury stock, 417,417 shares at cost (819,296) Additional paid-in capital 7,581,511 Accumulated other comprehensive loss (321,856) Deferred Compensation (384,850) Accumulated deficit (2,545,855) ----------- Total stockholders' equity 3,548,454 ----------- Total liabilities & stockholders' equity $ 6,032,099 =========== The accompanying notes are an integral part of these Consolidated Financial Statements 1 4 K2 DESIGN, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended Nine Months Ended ------------------------------ ----------------------------- September 30, September 30, 2000 1999 2000 1999 ----------- ----------- ----------- ----------- unaudited unaudited unaudited unaudited ----------- ----------- ----------- ----------- Gross revenues $ 1,968,925 $ 1,705,708 $ 5,543,831 $ 3,971,914 Less: pass-through costs (853,896) (463,535) (2,291,618) (1,604,072) ----------- ----------- ----------- ----------- Net revenues 1,115,029 1,242,173 3,252,213 2,367,842 Direct salaries and costs 869,090 525,826 2,522,179 1,516,636 Selling, general and administrative expenses 894,699 836,467 2,520,258 2,188,208 Depreciation 82,277 101,595 247,769 301,400 ----------- ----------- ----------- ----------- Loss from operations before interest and other income, net and income taxes (731,037) (221,715) (2,037,993) (1,638,402) Interest and other income, net 54,298 464,170 135,437 2,044,251 Provision for income taxes 20,499 (24,128) 31,369 33,073 ----------- ----------- ----------- ----------- Net income (loss) $ (697,238) $ 266,583 $(1,933,925) $ 372,776 =========== =========== =========== =========== Net Income (loss) per share -- Basic $ (0.21) $ 0.08 $ (0.57) $ 0.11 =========== =========== =========== =========== Diluted $ (0.21) $ 0.07 $ (0.57) $ 0.10 =========== =========== =========== =========== Weighted average common shares outstanding -- basic 3,379,854 3,479,687 3,364,079 3,474,286 =========== =========== =========== =========== Weighted average common shares outstanding -- diluted 3,379,854 3,665,191 3,364,079 3,630,318 =========== =========== =========== =========== The accompanying notes are an integral part of these Consolidated Financial Statements. 2 5 K2 DESIGN, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 2000 1999 ----------- ----------- (unaudited) (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $(1,933,925) $ 372,776 Net gain from sale of investment securities -- (1,938,882) Adjustments to reconcile net income (loss) to net cash used in operating activities -- Non-cash compensation expense 262,860 219,759 Depreciation 247,769 301,400 Changes in -- Accounts receivable, net (933,716) (1,129,053) Prepaid expenses and other current assets (78,852) (5,300) Unbilled revenue 34,134 (293,512) Other assets 2,882 4,462 Accounts payable 323,473 (281,777) Accrued compensation and payroll taxes (25,401) 137,543 Accrued taxes 50 (69,556) Other accrued expenses 357,906 (399,671) Deferred revenue and customer advances 577,513 105,075 Restricted Cash (99,289) -- ----------- ----------- Net cash used in operating activities (1,264,596) 2,976,736 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Gross proceeds from sale of investment securities -- 2,817,732 Purchase of equipment (283,344) (104,005) Software development costs (180,011) -- Advances for proposed transaction (185,954) -- ----------- ----------- Net cash provided by (used in) investing activities (649,309) (2,713,727) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on capital lease obligations (21,534) (26,409) Options exercised for cash 26,875 7,875 Purchase of Treasury Stock -- (199,200) ----------- ----------- Net cash provided by (used in) financing activities 5,341 (217,734) ----------- ----------- Net decrease in cash and cash equivalents (1,908,564) (480,743) CASH AND CASH EQUIVALENTS, beginning of period 2,936,918 2,829,628 ----------- ----------- CASH AND CASH EQUIVALENTS, end of period $ 1,028,354 $ 2,348,885 =========== =========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for -- Interest $ 1,495 $ 11,393 Income taxes $ 31,369 $ 66,873 Non-cash investing activities -- Assets acquired under capital lease obligations $ -- $ 37,255 The accompanying notes are an integral part of these Consolidated Financial Statements. 3 6 K2 DESIGN, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) September 30, 2000 1. ORGANIZATION AND BUSINESS K2 Design, Inc., a Delaware corporation ("K2" or the "Company"), is a strategic digital services company, providing consulting and development services including analysis, planning, systems design, creative and implementation. Effective November 9, 2000, the Company changed its name to K2 Digital, Inc. See Note 5, "Subsequent Events" below. 2. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared by the Company and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2000 and the financial results for the three and nine months ended September 30, 2000, in accordance with generally accepted accounting principles for interim financial statements and pursuant to Form 10-QSB and Regulation S-B. Certain information and footnote disclosures normally included in the Company's annual audited consolidated financial statements have been condensed or omitted pursuant to such rules and regulations. The results of operations for the three and nine months ended September 30, 2000 and September 30, 1999, respectively, are not necessarily indicative of the results of operations to be expected for a full fiscal year. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 31, 1999, which are included in the Company's Annual Report on Form 10-KSB filed with the Securities and Exchange Commission. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenues and expenses during the reporting periods. Actual results may differ from those estimates. 3. NET INCOME (LOSS) PER SHARE OF COMMON STOCK SFAS 128, "Earnings per Share," establishes standards for computing and presenting earnings per share ("EPS"). The standard requires the presentation of basic EPS and diluted EPS. Basic EPS is calculated by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is calculated by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding adjusted to reflect potentially dilutive securities. 4 7 In accordance with SFAS 128, the following table reconciles net income (loss) and share amounts used to calculate basic and diluted income (loss) per share: Three months ended Nine months ended September 30, September 30, 2000 1999 2000 1999 (unaudited) (unaudited) (unaudited) (unaudited) ------------ ------------- -------------- -------------- Numerator: Net income (loss) $ (697,238) $ 266,583 $(1,933,925) $ 372,776 Denominator: Weighted average number of common shares outstanding Basic 3,379,584 3,479,687 3,364,079 3,474,286 Diluted 3,379,854 3,665,191 3,364,079 3,630,318 Net income (loss) per share -- Basic $ (0.21)* $ 0.08 $ (0.57)* $ 0.11 Diluted $ (0.21)* $ 0.07 $ (0.57)* $ 0.10 *Excludes all outstanding stock options as of September 30, 2000, as they are antidilutive. 4. INVESTMENT IN SECURITIES As of September 30, 2000, the Company held 110,000 shares of common stock of 24/7 Media Inc. These shares have been classified as "investments in securities available for sale" as a result of the Company's ability and intent to sell such shares in the near future. In accordance with SFAS No. 115, the shares are stated at fair market value on the Company's September 30, 2000 consolidated balance sheet. The unrealized holding loss is reflected as "other comprehensive loss" in the stockholders' equity section of the balance sheet. The following disclosures are presented in accordance with SFAS No. 115: Equity Securities: Aggregate fair market value $1,110,318 Gross unrealized holding loss $ (321,856) The Company did not sell any shares of capital stock of 24/7 Media Inc. during the quarter ended September 30, 2000. 5. SUBSEQUENT EVENTS Under an agreement in principle announced July 11, 2000, the Company will acquire a majority interest in SilverCube, Inc., a professional services firm specializing in wireless content delivery strategy and development. Due to changing market conditions and other factors, the anticipated transaction, which had been structured as a multi-step joint venture with Unwired Ventures I (an affiliate of Emerald Asset Management, headquartered in King of Prussia, Pennsylvania) is now expected to be significantly restructured. Unwired Ventures I recently informed the Company and SilverCube that, due to market conditions, it is indefinitely suspending its participation in the transaction. The transaction is now expected to be completed as a stock for stock exchange transaction in which the Company will issue shares of its common stock in exchange for a controlling interest in SilverCube. The consummation of the transaction is subject to the execution of definitive agreements and the approval of the shareholders of the Company to the issuance of its shares, among other conditions. The Company does not expect to seek shareholder approval or to consummate the transaction before the first quarter of 2001. Effective November 9, 2000, the Company changed its name to "K2 Digital, Inc." 5 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following presentation of management's discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the Company's (unaudited) Consolidated Financial Statements, the accompanying notes thereto and other financial information appearing elsewhere in this Report. This section and other parts of this Report contain forward-looking statements that involve risks and uncertainties. The Company's actual results may differ significantly from the results discussed in the forward-looking statements. Readers are encouraged to review "Factors Affecting Operating Results and Market Price of Stock" commencing on page 11 of the Company's 1999 Annual Report on Form 10-KSB for a discussion of certain of these risks and uncertainties. RESULTS OF OPERATIONS General The Company works with clients to develop strategies for using new and emerging technologies to help the clients build one-to-one relationships with their customers, employees and vendors. Through the strategic and technical expertise, media knowledge, and creative talent of the Company's team of employees, the Company assists its clients in achieving a favorable return-on-investment from digital channels of e-commerce, information, customer support, advertising and entertainment. These channels include Web sites, transmission of broadband content, intranets, extranets, online media, and wireless appliances. The Company currently provides its clients with a range of services, including: qualitative and quantitative research, usability labs to test graphical user interfaces, navigation, functionality and systems, positioning studies for online branding, strategic planning, e-commerce planning, business process reengineering, online media planning and buying, proprietary media partnerships, marketing strategies, Web design, creative services for online advertising (e.g., banners, rich media, interstitials), technical strategies, requirements specifications and programming. Revenues are recognized on a percentage of completion basis. Provisions for any estimated losses on uncompleted projects are made in the period in which such losses are determinable. Most of the Company's revenues have been generated on a fixed fee or cap fee basis. The Company also provides ongoing services to certain customers. While the Company considers the presentation of gross revenues to be appropriate, as a result of the Company assuming the economic risk related to reimbursable expenses, such as pass-through media costs, the Company has elected to present net revenues in its statement of operations, because they are representative of the Company's fee-based strategic and process consulting and development services, which are at the core of the current business model. Net revenues represent gross revenues, less reimbursable expenses, such as media pass-through costs. The Company's operating results discussed herein are not necessarily representative of future periods. 6 9 Percentage of Net Revenues Three Months Ended Nine Months Ended -------------------------- --------------------- September 30, September 30, 2000 1999 2000 1999 ---- ---- ---- ---- (unaudited) (unaudited) (unaudited) (unaudited) ----------- ----------- ----------- ---------- Net revenues 100.0% 100.0% 100.0% 100.0% Direct salaries and costs 77.94% 42.33% 77.55% 64.05% Selling, general and administrative expenses 80.24% 67.34% 77.49% 92.41% Depreciation 7.38% 8.18% 7.62% 12.73% Loss from operations before interest and other income, net and income taxes (65.56)% (17.85)% (62.66)% (69.19)% Interest and other income, net 4.87% 37.37% 4.16% 86.33% Provision for income taxes 1.84% (1.94)% 0.96% 1.40% Net income (loss) (62.53)% 21.46% (59.46)% 15.74% Revenues Net revenues consist of gross revenues less pass-through expenses such as media placement costs. Net revenues for the three months ended September 30, 2000 decreased by 10.2% compared to the same quarter in 1999. In the 2000 third quarter, net revenues were approximately $1,115,000 compared to $1,242,000 in the 1999 third quarter, or a decrease of approximately $127,000, due to lower than anticipated revenues in the 2000 third quarter. Net revenues for the three months ended September 30, 2000 increased by $467,000 or 72.0% as compared to net revenues of $648,000 for the three months ended June 30, 2000. This increase in net revenues was due to services performed for new clients in the 2000 third quarter as compared to the 2000 second quarter. During the three months ended September 30, 2000, the three largest net revenue-producing clients accounted for approximately 34.3%, 16.1% and 14.0%, respectively, of the Company's net revenues. During the three months ended September 30, 1999, the three largest net revenue-producing clients accounted for approximately 48.4%, 16.9% and 15.1%, respectively, of the Company's net revenues. Accordingly, although the Company has increased its efforts to maintain and enhance client relationships, loss of major clients without comparable replacements could cause quarterly results to fluctuate and could have a material adverse effect on the Company's financial condition. See "Fluctuations in Quarterly Operating Results." Net revenues for the nine months ended September 30, 2000 increased by approximately 37.3% compared to the nine months ended September 30, 1999. In the nine months ended September 30, 2000, net revenues were approximately $3,252,000 compared to $2,368,000 for the same period in 1999. This $884,000 increase in net revenues was primarily attributable to an increase in the Company's fee-based strategic and process consulting and development services during the nine months ended September 30, 2000 as compared to the nine months ended September 30, 1999. During the nine months ended September 30, 2000, the two largest net revenue-producing clients accounted for approximately 31.1% and 30.7%, respectively, of the Company's net revenues. During the nine months ended September 30, 1999, the two largest net revenue-producing clients accounted for approximately 24.9% and 26.8%, respectively, of the Company's net revenues. Direct Salaries and Costs Direct salaries and costs include all direct labor costs and other direct costs related to project performance, such as independent contractors, supplies, and printing and equipment costs, less any reimbursed expenses. As a percentage of net revenues, direct salaries and costs increased for the three months ended September 30, 2000 as compared to the same period in 1999. This was primarily due to increases in staff hired to service the increased business during the 2000 third quarter, as compared to the 1999 third quarter. Direct salaries and costs increased by approximately $343,000 to approximately $869,000 for the 2000 third quarter from approximately $526,000 for the 1999 third quarter. In the 2000 third quarter, direct salaries and costs primarily consisted of approximately $772,000 paid as direct salary costs and $24,000 paid as independent contractor costs. In the 1999 third quarter, direct salaries and costs consisted primarily of approximately $457,000 paid as direct salary costs and approximately $35,000 paid as independent contractor costs. Gross profit, which is net revenues less direct salaries and costs, totaled $246,000 for 7 10 the 2000 third quarter as compared to $716,000 for the 1999 third quarter, resulting in a gross margin of 22.1% and 57.6%, respectively. The unfavorable gross profit for the 2000 third quarter was due primarily to the lower than anticipated net revenues recognized during the 2000 third quarter, relative to increased staff costs. As a percentage of net revenues, direct salaries and costs increased for the nine months ended September 30, 2000 as compared to the same period in 1999. This was primarily due to increases in direct labor staff and consultant costs during the nine months ended September 30, 2000, as compared to the same period in 1999. Direct salaries and costs increased by approximately $1,005,000 to approximately $2,522,000 for the nine months ended September 30, 2000, from approximately $1,517,000 for the same period in 1999. For the nine months ended September 30, 2000, direct salaries and costs consisted primarily of approximately $2,053,000 paid as direct salary costs and $277,000 paid as independent contractor costs. For the nine months ended September 30, 1999, direct salaries and costs primarily consisted of approximately $1,295,000 paid as direct salary costs and approximately $192,000 paid as independent contractor costs. Gross profit, which is net revenues less direct salaries and costs, totaled $730,000 for the nine months ended September 30, 2000 as compared to $851,000 for the same period in 1999, resulting in a gross margin of 22.4% and 35.9%, respectively. Selling, General and Administrative Expenses Selling, general and administrative expenses for the three months ended September 30, 2000 and 1999 were approximately $895,000 and $836,000, respectively, and consisted primarily of labor costs, professional fees, occupancy costs, recruitment costs and communications costs. In the 2000 third quarter, the changes in selling, general and administrative costs were primarily due to an additional staff member hired for business development and recruitment costs. Selling, general and administrative expenses for the nine months ended September 30, 2000 and 1999 were approximately $2,520,000 and $2,188,000, respectively, and consisted primarily of labor costs, professional fees, occupancy costs, recruitment costs and communications costs. For the nine months ended September 30, 2000, the changes in selling, general and administrative costs were primarily due to increased selling, labor costs and recruitment costs. Depreciation Depreciation expense was approximately $82,000 and $102,000 for the three months ended September 30, 2000 and 1999, respectively, and related to depreciation of equipment, furniture and fixtures, and leasehold improvements. Depreciation expense was approximately $248,000 and $301,000 for the nine months ended September 30, 2000 and 1999, respectively, and related to depreciation of equipment, furniture and fixtures, and leasehold improvements. The Company's depreciation expenses in 2000 have decreased as a result of previous purchases of computer and office equipment becoming fully depreciated. Operating Loss The operating loss for the three months ended September 30, 2000 was $731,000 as compared to an operating loss of $222,000 for the three months ended September 30, 1999. Contributing to the operating loss for the three months ended September 30, 2000 were increases in direct labor and selling, general and administrative costs as discussed above. The operating loss for the three months ended September 30, 2000 represented an increase of $509,000 or 229.3% over the operating loss of $222,000 for the three months ended September 30, 1999. The operating loss for the nine months ended September 30, 2000 was $2,038,000 as compared to an operating loss of $1,638,000 for the nine months ended September 30, 1999. Contributing to the operating loss for the nine months ended September 30, 2000 were increases in direct labor and selling, general and administrative costs compared to the same period in 1999. The operating loss for the nine months ended September 30, 2000 represented an increase of $400,000 or 24.4% over the operating loss of $1,638,000 for the nine months ended September 30, 1999 Income Taxes For the nine months ended September 30, 2000, the Company had a loss before provision for income taxes of $1,903,000. The provision for income taxes consists of minimum statutory taxes due. 8 11 Net Income (Loss) Net loss for the three months ended September 30, 2000 was $697,000 as compared to net income of $267,000 for the three months ended September 30, 1999. Included in net income for the three months ended September 30, 1999 was a $416,000 gain from the sale of certain shares of common stock of 24/7 Media Inc. owned by the Company. The Company did not sell any shares of 24/7 Media Inc. during the three months ended September 30, 2000. Net loss for the nine months ended September 30, 2000 was $1,934,000 as compared to net income of $373,000 for the nine months ended September 30, 1999. Included in net income for the nine months ended September 30, 1999 was a $1,939,000 gain from the sale of certain shares of common stock of 24/7 Media Inc. owned by the Company. The Company did not sell any shares of 24/7 Media Inc. during the nine months ended September 30, 2000. See Note 4, "Investment in Securities". Fluctuations in Quarterly Operating Results Quarterly revenues and operating results have fluctuated and will fluctuate as a result of a variety of factors. These factors, some of which may be managed by the Company and some of which are beyond the Company's control, include the timing of the completion, material reduction, postponement or cancellation of major projects, the loss of a major customer or the termination of a relationship with a channel source, the timing of the receipt of new business, the timing of the hiring or loss of personnel, changes in the pricing strategies and business focus of the Company or its competitors, capital expenditures, operating expenses and other costs relating to the expansion of operations, general economic conditions and acceptance and use of the Internet. Liquidity and Capital Resources The Company's cash balance of $1,028,000 at September 30, 2000, decreased by $1,909,000 or 65% compared to the $2,937,000 cash balance at December 31, 1999. This decrease is primarily due to lower than anticipated revenues for the period, as well as purchases of equipment and software development costs. The Company is dependent on its current cash and investment securities, together with cash generated by operations, for working capital in order to be competitive, to meet the increasing demands of service, quality and pricing and for the expansion of its business. While the Company believes that its cash position together with cash expected to be generated by operations will be sufficient to finance its operations for at least the next twelve months, the Company may nevertheless require future financing in order to satisfy its working capital needs, and such financing may be unavailable or prohibitively expensive.* Accordingly, the Company may not have the funds to relieve any liquidity problems, should they arise, or to finance any expansion of its business. Net cash used in the Company's operating activities was $1,265,000 for the nine months ended September 30, 2000 and related primarily to the net loss for the period. For the nine months ended September 30, 2000, the Company spent approximately $283,000 on capital expenditures, consisting of computer equipment, furniture, fixtures and leasehold improvements. - ----------------- * This statement is a forward-looking statement reflecting current expectations. There can be no assurance that the Company's actual future performance will meet the Company's current expectations. See "Factors Affecting Operating results and Market Price of Stock" contained in the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1999 for a discussion of the risks and uncertainties which may affect this statement. 9 12 PART II OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits: Exhibit 27.1 - Financial Data Schedule (Edgar filing only) (b) Reports on Form 8-K: None. 10 13 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. K2 DESIGN, INC. Date: November 14, 2000 By: /s/ Lynn Fantom ------------------------------------ Lynn Fantom Chief Executive Officer and President By: /s/ Seth Bressman ------------------------------------ Seth Bressman Chief Financial Officer (Principal Financial and Accounting Officer) 11