UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
K2 Digital, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
482733 10 2
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(CUSIP Number)
c/o Law Offices of Thomas G. Amon
500 Fifth Ave, Suite 1650
New York, NY 10110
Telephone: (212) 810-2430
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 25, 2007
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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1. Name of Reporting Person S.S. or I.R.S.. Identification No, of above persons:
Avante Holding Group, Inc. (I.R.S. Employer Identification Number 593663114)
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2. Check the Appropriate Box if a Member of a Group:
(a) |_|
(b) |_|
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3. SEC Use Only:
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4. Source of Funds: WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e):
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6. Citizenship or Place of Organization:
Florida
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Number of 7. Sole Voting Power:
Shares 1,500,000 shares of Common Stock (1)
Beneficially
Owned by ----------------------------------------------------------------
Each 8. Shared Voting Power:
Reporting None
Person
With ----------------------------------------------------------------
9. Sole Discretion Power:
1,500,000 shares of Common Stock (1)
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10. Shared Dispositive Power:
None
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11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
1,500,000 shares of Common Stock (2)
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions):
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13. Percent of Class Represented by Amount in Row (11):
30.1% (3)
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14. Type of Reporting Person (See Instructions):
CO
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(1) See Items 4 and 5 of this Schedule 13D.
(2) See Items 4 and 5 of this Schedule 13D.
(3) Based on 4,982,699 shares of K2's Common Stock issued and outstanding as
of December 31, 2006.
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The information set forth in response to each separate Item below shall be
deemed to be a response to all Items where such information is relevant.
Item 1. Security and Issuer.
This Statement of Schedule 13D (this "Statement") relates to the shares of
common stock, $0.01 par value per share (the "Common Stock"), of K2 Digital,
Inc., a Delaware corporation ("K2"). The principal executive offices of K2 are
located at c/o Law Offices of Thomas G. Amon, 500 Fifth Avenue, Suite 1650, New
York, NY 10110.
Item 2. Identity and Background.
This Statement is filed by Avante Holding Group, Inc., a Florida corporation
("Avante"). The address of Avante's principal executive office, and the business
address of each person listed below is 1900 S. Harbor City Blvd, Suite 315,
Melbourne, Florida 32901. Avante provides incubation services for startup and
Small Cap companies. Avante was organized to provide services, utilizing a
quantity of scale model, reducing cost, and allowing companies to focus on their
business growth and core competencies. The following are the directors or
executive officers of Avante: Michael W. Hawkins, Chairman and Chief Executive
Officer; J. Jason Dieterle, Vice-President; and Leigh A. Gerke, Secretary. GAMI,
LLC ("GAMI") is the beneficial owner of 93% of the common stock of Avante and
GAMI is controlled by Michael W. Hawkins and Ioanna Hawkins. All the individuals
named in this Item #2 are United States Citizens, with the exception of Ioanna
Hawkins who is a Registered Alien of the United States and a citizen of Hellenic
Republic of Greece, and GAMI, LLC is a Florida Limited Liability Company.
During the last five years, neither Avante nor, to Avante's knowledge, any of
the individuals referred to above, have been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final ordering enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
NPOWR Digital Media, Inc., a California corporation and Avante have entered into
a definitive Stock Purchase Agreement dated January 25, 2007 (the "Stock
Purchase Agreement") whereby Avante agreed to acquire, in an all-cash
transaction, 1,000,000 shares of K2's Series A Preferred Stock ("Preferred
Stock"), which shares are convertible into common stock at a common share
conversion price equal to $0.11 for an equivalent of 1,500,000 shares of K2's
Common Stock. The total transaction value is approximately $125,000. A copy of
the Stock Purchase Agreement is attached hereto as Exhibit 10.
Item 4. Purpose of Transaction.
In contemplation of a possible future merger transaction between New Century
Structures, Inc., ("NCSI") and K2, on January 29, 2007, Avante entered into a
Stock Purchase Agreement with NPOWR to acquire 1,000,000 shares of K2's
Preferred Stock, which shares are convertible into common stock, on a 1.50 X
1.00 Common-to-Preferred basis, at a common share conversion price equal to
$0.11 for an equivalent of 1,500,000 shares of K2's Common Stock. The total
consideration to be paid by Avante for the shares of Preferred Stock is
approximately $125,000. Such conversion may be effected at any time at the
option of Avante.
On January 29, 2007, K2 signed a letter of intent with NCSI (the "LOI"), whereby
K2 on January 29, 2007 signed a letter of intent with NCSI (the "LOI"), whereby
K2, its wholly-owned subsidiary, K2 Acquisition Corp. ("Merger Sub") and NCSI
intend to enter into a formal merger agreement, whereby Merger Sub will merge
with and into NPOWR. 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 of shareholders will approve a 10x1 reverse split
of K2 shares such that the current shareholders of K2 will own approximately
500,000 post merger share representing 10% of the post merger shares issued and
outstanding. The parties anticipate closing the possible future merger
transaction no later than one hundred and twenty (120) days from the date of the
LOI, unless K2 and NCSI mutually agree in writing to extend such closing date.
The proposed transaction will be subject to the normal conditions for closing,
including satisfactory due diligence by the parties. Avante and its affiliates,
own a controlling interest in NCSI.
Item 5. Interest in Securities of the Issuer:
(a)-(b) As of the filing date of the Schedule 13D, as a result of the Stock
Purchase Agreement NCSI may be deemed to have (i) beneficial ownership (within
the meaning of Rule 13D-3 under the Exchange Act) and (ii) sole power to vote of
1,500,000 shares of Common Stock, which represents approximately 30.1% of the
shares of Common Stock deemed to be outstanding pursuant to Rule 13d-d(d)(1).
The identification of any person (other than NCSI) in response to Item 2 of the
Statement shall not be construed as an admission that such person is, for the
purposes of Sections, 13(d) or 13(g) of the Exchange Act, the beneficial owner
of any securities covered by this Statement.
(c) Except as set forth or incorporated herein, neither NCSI nor, to NCSI's
knowledge, any of the individuals referred to Item 2 of this Statement, has
effected any transaction in Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Other than as described herein above, to the knowledge of NCSI, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 of this Statement or between such persons and
any other person with respect to the securities of K2, including but not limited
to, transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be filed as Exhibits.
Exhibit 10 - Stock Purchase Agreement dated as of January 21, 2007 by and
between NPOWR Digital Media, Inc., and Avante Holding Group, Inc.
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SIGNATURE
After reasonable inquiry and not to the best of each of the undersigned's
knowledge, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 7, 2007
AVANTE HOLDING GROUP, INC.
By: /s/ Michael Hawkins
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Name: Michael Hawkins
Title: President