LAW OFFICES OF THOMAS G. AMON 500 Fifth Avenue, Suite 1650 New York, NY 10110 ------- Tel: (212) 810-2430 Fax: (212) 810-2427 July 3, 2007 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, DC 20549 Re: K2 Digital, Inc. Preliminary Proxy Statement on Schedule 14A - File No. 001-11873 --------------------------------- Dear Sir or Madam: We are in receipt of the Staff's comment letter dated June 29, 2007, and herewith submitted an amended Preliminary Proxy Statement in response thereto. General 1. We have revised the disclosure at page 23 of the Preliminary Prospectus, in response to the Staff's comment to more fully disclose the factual basis for exemption from registration of the shares to be issued to NCSI. 2. The incorporation by reference to the Form 8-K filed on April 27, 2007 has been removed and complete financial statements, including Selected Financial Information, of NCSI has been included in the Preliminary Prospectus, as required by Part C of Form S-4. We have attached a statement from the Company acknowledging its responsibilities, as requested. The Company is hopeful to commence mailing of its Proxy on July 9, 2007 and therefore respectfully requests clearance of this amended Preliminary Prospectus on or before July 7, 2007. Securities and Exchange Commission July 3, 2007 Page 2 of 2 Sincerely, Thomas G. Amon Cc: K2 Digital, Inc, Liebman Golberg & Drogin LLP