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 22, 2005
K2 DIGITAL, INC.
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(Exact name of registrant as specified in its chapter)
Delaware 1-11873 13-3886065
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(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, 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)
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
On December 22, 2005, the Registrant signed a letter of intent with NPOWR
Digital Media, Inc. ("NPOWR") a California corporation, whereby NPOWR will
acquire 1,500,000 shares of K2 preferred shares convertible into common stock,
on a 1 x 1 basis, at a purchase of $165,000. K2, its wholly-owned subsidiary, K2
Acquisition Corp. ("Merger Sub") and NPOWR intend to enter into a merger
agreement whereby Merger Sub will merge with and into NPOWR. In connection with
the merger, the shareholders of NPOWR will acquire a controlling interest in K2.
NPOWR's designees will be appointed as directors of K2 and the Board and
shareholders will approve a 3 x 1 reserve split of K2 shares such that the
current shareholders of K2 own approximately 1,660,000 million post merger
shares representing 5% of the post merger shares issued and outstanding.
Incorporated in California in July 2001, NPOWR Digital Media Inc. is poised to
become one of the leaders in the next generation technology that fulfills the
long-awaited promise of a convergence between television and the internet. As
progressive websites increasingly focus on integrating rich media into otherwise
dry presentations, NPOWR's proprietary technology is generating wide-ranging
interest. The company's pilot initiative, stimTV(TM), will utilize its
technologies in addressing the dramatically growing markets for interactive
television and video-on-demand.
NPOWR's mission is to create practical technology and programming solutions for
the dynamic iTV/VOD marketplace. The company expects its cutting-edge technology
and related media products to establish it as a media industry leader in the
delivery of personalized television programming. NPOWR's management believes
that its technology, which facilitates the customization of programming from a
database of stored media assets, will allow significant improvements and
innovations to be brought to the growing market for interactive television (in/)
and video-on-demand (VOD), as well as for on-line broadband media delivery to
homes and businesses for entertainment, distance-learning, training, and
marketing.
Following completion of the purchase and sale of preferred shares, which will
close on or before January 16, 2006, the parties anticipate closing the merger
transaction during K2's first fiscal quarter. The transaction is subject to the
normal conditions for closing, including satisfactory due diligence by the
parties.
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: December 23, 2005
By: /s/ Gary Brown
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Name: Gary Brown
Title: President
Principal Financial and Accounting Officer