UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 14C
                 Information Statement Pursuant to Section 14(c)
                     of the Securities Exchange Act of 1934
         Check the appropriate box:

     X    Preliminary Information Statement

     X    Confidential, for Use of the Commission Only (as permitted by Rule
          14c-5(d)(2))

    / /   Definitive Information Statement


        K2 Digital, Inc.
     (Name of Registrant As Specified In Its Charter)

     Payment of Filing Fee (Check the appropriate box):

    / /   No fee required

     X    Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11

     (1)  Title of each class of securities to which transaction applies: Common
          Stock

     (2)  Aggregate number of securities to which transaction applies:
          15,778,550

     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
          filing fee is calculated and state how it was determined): based upon
          $0.085 per share which is the average of the bid and asked price as of
          July 10, 2002.

     (4)  Proposed maximum aggregate value of transaction: $1,341,176.70

     (5)  Total fee paid: $268.24

    / /   Fee paid previously with preliminary materials.


    / /   Check box if any part of the fee is offset as provided by Exchange Act
          Rule 0-11(a)(2) and identify the filing for which the offsetting fee
          was paid previously. Identify the previous filing by registration
          statement number, or the Form or Schedule and the date of its filing.

       (1)  Amount Previously Paid:

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       (2)  Form, Schedule or Registration Statement No.:

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       (3)  Filing Party:

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       (4)  Date Filed:

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Item 1. Information Required by Items of Schedule 14A (17 CFR 240.14a-101.)

         See Exhibit 99.1

Item 2. Statement That Proxies Are Not Solicited

         See Exhibit 99.1

Item 3. Interest of Certain Persons in or Opposition to Matters to Be Acted Upon

         See Exhibit 99.1

Item 4. Proposals by Security Holders

         Not applicable

List of Exhibits:

99.1    Information Statement and Notice of Meeting, dated July __, 2002