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) August 9, 2007
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 5. CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
(a) Effective August 20, 2007 (the "Effective Date"), the Company
completed a transaction (the "Merger") with New Century Structures, Inc.
("NCSI") whereby NCSI was merged with and into the Company's wholly-owned
subsidiary, K2 Acquisition Corporation. In connection with the Merger, the
former shareholders of NCSI were issued 4,334,429 shares of the Company's common
stock. Information concerning the Merger is contained in the Company's current
report on Form 8-K filed on April 27, 2007 and the Company's Definitive Proxy
Statement filed on July 24, 2007, each of which is incorporated herein by
reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; EKECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATION ARRANGEMENTS OF
CERTAIN OFFICERS
On the Effective Date of the Merger, Mssrs. Gary Brown, Matthew de Ganon,
Douglas Cleek and David Sklaver resigned from the Company's Board of Directors
and Mssrs. Joe Sorci and Michael Hawkins were named to the Board to serve until
the next annual meeting of shareholders or until their successors are named and
qualified.
Effective August 10, 2007 Mr. Joe Sorci became President and CEO of the
Company and Mr. Bruce Harmon was named as Interim Chief Financial Officer.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
The Company shareholders approved the following transactions at a Special
Meeting of Stockholders on August 9, 2007:
1) the merger of the Company's wholly-owned subsidiary, K2
Acquisition Corporation, with New Century Structures, Inc. ("NCSI");
2) the issuance of 4,334,429 shares of the Company's common stock to
the shareholders of NCSI;
3) a 1 x 10 reverse stock split of the Company's shares; and
4) the changing of the Company's name to Accelerated Building
Concepts Corporation.
ITEM 5.06 CHANGE IN SHELL COMPANY STATUS
On the Effective Date, the Registrant ceased being a shell corporation as that
term is defined in Rule 12b-2 under the Securities and Exchange Act of 1934. The
material terms of the transaction were disclosed in the Registrant's Definitive
Proxy Statement which was filed on July 24, 2007 and is incorporated herein by
reference.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of NCSI required to be filed pursuant to Item
9.01(c) are contained in the Registrant's Definitive Proxy Statement filed on
July 24, 2007 and incorporated herein by reference.
(b) Exhibits
(i) Current report on Form 8-K; incorporated herein by reference as
filed on April 27, 2007;
(ii) Definitive Proxy Statement, incorporated herein by reference as
filed on July 24, 2007.
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: August 10, 2007
By: /s/ Gary Brown
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Name: Gary Brown
Title: President
Principal Financial and
Accounting Officer