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) December 31, 2004 K2 DIGITAL, INC. ---------------------------------------------------------------- (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, NY 10110 --------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 810-2430 Not Applicable -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) SECTION 1. REGISTRANT'S BUSINESS AND OPERATONS ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On June 27, 2005, the Registrant signed a letter of intent with Alternative Construction Company, Inc. ("ACC") a Florida corporation, whereby ACC will acquire approximately 1,320,000 shares of K2 common stock or preferred shares convertible into common stock at a purchase price of $150,000. K2, its wholly-owned subsidiary K2 Acquisition Corp. ("Merger Sub") and ACC intend to enter into a merger agreement whereby Merger Sub will merge with and into ACC. In connection with the merger, the shareholders of ACC will acquire a controlling interest in K2. ACC's designees will be appointed as directors of K2 and the Board and shareholders will approve a reverse split of K2 shares such that the current shareholders of K2 will own a minimum of $500,000 in value of K2 shares. ACC is a leader in the production of patented, galvanized-steel interlocking structural insulated panels that are used in both the residential and commercial construction industry. The company's panel systems are used as an alternative to conventional materials such as lumber and bricks and are at the forefront of "green" building technology. The company also manufactures patented in-house safe rooms used for the protection of loved ones and valuables in the event of weather disasters or home intrusions. The company contends its' panels are superior to frame and block construction materials due to: superior strength and load characteristics, superior wind ratings, superior R-factor and insulation labor costs, reduced construction labor costs, speed and ease of construction and, additionally, its' resistance capabilities to fire, moisture, mold and insects. Following completion of the purchase and sale of shares, the parties anticipate closing the transaction during K2's third fiscal quarter. The transaction is subject to the normal conditions for closing. 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: June 28, 2005 By: /s/ Gary Brown ----------------------------------------- Name: Gary Brown Title: President Principal Financial and Accounting Officer