KTWO - has reverse merger news - LOI
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
