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) April 27, 2007
K2 DIGITAL, INC.
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 810-2430
Not Applicable
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(Former name or former address, if changed since last report)
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April 27, 2007, the Registrant signed a Merger Agreement with New Century
Structures, Inc. ("NCSI") a Florida corporation, whereby NCSI will merge with
the Company. K2 Acquisition Corp. ("Merger Sub"). In connection with the merger,
the shareholders of NCSI will acquire a controlling interest in K2. NCSI's
designees will be appointed as directors of K2 and the Board and shareholders
will approve a 1 x 10 reserve split of K2 shares such that the current
shareholders of K2 own approximately 500,000 post merger shares representing 10%
of the post merger shares issued and outstanding. In connection with this
transaction, Avante Holding Group, Inc., an affiliate of NCSI, has acquired
1,000,000 shares of K2 preferred stock which is convertible into 1,500,000
common shares.
Incorporated in Florida in July 2001, NCSI provides architectural/engineering,
manufacturing and construction services for modular facilities utilizing
concrete and structural insulated panels (SIPS) for use in commercial,
educational and municipalities and residential developments. The Company
utilizes processes that meet the scrutiny for classrooms as well as several
government agencies, including NASA and the Smithsonian.
The parties anticipate closing the merger transaction on or before May 31, 2007.
The transaction is subject to the normal conditions for closing.
SECTION 2(a). FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statement of Business Acquired.
(1) The financial statements of NCSI are included in Exhibit 10.1.
(d) Exhibits
10.1 Merger Agreement entered into as of April 27, 2007 by and
between the Registrant, NCSI and Merger Sub.
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: April 27, 2007
By: /s/ Gary Brown
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Name: Gary Brown
Title: President
Principal Financial and
Accounting Officer