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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
Commission File Number: 1-11873
NOTIFICATION OF LATE FILING
(Check One): |_| Form 10-K and Form 10-KSB |_| Form 20-F |_|Form 11-K
|X|Form 10-Q and Form 10-QSB |_| Form N-SAR
For Period Ended: MARCH 31, 2001
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|_|Transition Report on Form 10-K |_|Transition Report on Form 10-Q
|_|Transition Report on Form 20-F |_|Transition Report on Form N-SAR
|_|Transition Report on Form 11-K
For Transition Period Ended:
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full name of Registrant: K2 Digital, Inc.
Former name if applicable: K2 Design, Inc.
Address of principal executive office (STREET AND NUMBER): 30 Broad Street, 16th
Floor City, state and zip code: New York, New York 10004
PART II
RULE 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, 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the 15th calendar day following the
|X| prescribed due date; or the subject quarterly report or
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.
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PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K and Form
10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or
portion thereof could not be filed within the prescribed period.
The Registrant is seeking the extension because management's discussion
and analysis of the financial condition and results of operations of the
Registrant cannot be completed at this time due to the pendency of a certain
material transaction, the impact of which will materially alter the liquidity
and capital resources disclosure included therein. The Registrant expects to
either enter into this material transaction or terminate discussions with
respect to the transaction within five days of the date hereof, at which point
the Registrant will submit the Form 10-QSB which is the subject of this filing.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification: David Warburg, Esq., (212) 944-1515.
(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 preceding 12 months or for such shorter period that the
Registrant was required to file such report(s) been filed? If the 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:
Net revenues for the three months ended March 31, 2001 decreased by
approximately 41.8% compared to the same quarter in 2000. In the 2001 first
quarter, net revenues were approximately $865,900 compared to $1,488,800 in
the 2000 first quarter, or a decrease of approximately $622,900, due to
lower than anticipated revenues in the 2001 first quarter. As a result, the
operating loss for the Registrant for the three months ended March 31,
2001, inclusive of charges associated with an abandoned merger transaction
was approximately ($1,890,100) as compared to an operating loss of
approximately ($332,000) for the three months ended March 31, 2000.
K2 Digital, Inc.
(Name of Registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 16, 2001 By: /S/ GARY W. BROWN
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Name: Gary W. Brown
Title: Chief Operating Officer