Shell Stocks

[opas60]

KTWO - 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