EXHIBIT 3.4

                                 K2 DIGITAL INC.

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of K2 Digital Inc. and Subsidiary (the
"Company") on Form 10-QSB for the quarter ended September 30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned in his capacity as an officer of the Company, certifies, pursuant to
18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that:

(1)  Based on the officer's knowledge, the report fully complies with the
     requirements of section 13(a) or 15(d) of the Securities Exchange Act of
     1934; and

(2)  Based on the officer's knowledge, the information contained in the report
     fairly presents, in all material respects, the financial condition, result
     of operations and cash flows of the Company for the periods presented in
     the report.

                                              By:  /s/ Gary Brown
                                                   -----------------------------
                                                   Gary Brown, President
                                                   (Principal Financial and
                                                      Accounting Officer)