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 Subsidiaries (the
"Company") on Form 10-QSB for the period ending June 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.




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


                                       13