UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC FILE NUMBER 1-11873
CUSIP NUMBER
NOTIFICATION OF LATE FILING
(Check One): [] Form 10-K [] Form 20-F [] Form 11-K |X| Form 10-Q [] Form N-SAR
For Period
Ended: June 30, 2002
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________
PART I -- REGISTRANT INFORMATION
K2 Digital, Inc.
----------------
Full Name of Registrant
K2 Design, Inc.
---------------
Former Name if Applicable
770 Lexington Avenue, 6th Floor
-------------------------------
Address of Principal Executive Office (Street and Number)
New York, NY 10021
------------------
City, State and Zip Code
PART II --RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of
[] this form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F,11-K or Form N-SAR, or
portion thereof, will be filed on or before the fifteenth
|X| calendar day following the prescribed due date; or the subject
quarterly report of transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's
[] statement or other exhibit required by Rule 12b-25(c) has been
attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period.
Additional time is required to review the filing. The
registrant does not anticipate any difficulty filing prior to November 19, 2002.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Thomas Amon (212) 935-6000
------------- ------- --------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceeding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [X] Yes [] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|X|Yes []No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The registrant was a strategic digital services company that provided consulting
and development services including analysis, planning, systems design and
implementation. In August 2001, the registrant completed the sale of fixed and
intangible assets essential to its business operations to Integrated Information
Systems, Inc. Currently the registrant is preparing to merge with First Step
Distribution Network, Inc. Therefore, the registrant expects to report little or
no income or business operations for the period ended September 30, 2002.
K2 Digital, Inc.
---------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date November 14, 2002 By /s/ Gary Brown
-------------------------------------
Gary Brown, President
(Principal Financial and Accounting Officer)