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) October 1, 2005

                                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.)

        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)


Item 1.02.  TERMINATION OF MATERIAL DEFINITIVE AGREEMENT.

On October 1, 2005, the Registrant and Alternative  Construction  Company,  Inc.
terminated  their  previously  announced  Letter  Agreement  dated June 27, 2005
between the Registrant and Alternative Construction Company, Inc. The Registrant
is exploring  other  options to enhance  shareholder  value.  These  options may
include a merger or similar  transaction  with another  entity or liquidation of
the Registrant.




                                   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: October 7, 2005

                                          By:  /s/ Gary Brown
                                          ------------------------------------
                                          Name:  Gary Brown
                                          Title: President
                                                 Principal Financial and
                                                 Accounting Officer