<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1
                /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2000

                                       OR

          / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the transition period from _____ to _____


                         Commission File Number: 1-11873


                                K2 DIGITAL, INC.
             (Exact name of registrant as specified in its charter)


            Delaware                                    13-3886065
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)


                30 Broad Street, 16th Fl., New York, NY 10004
          (Address of principal executive offices, including zip code)

                    Issuer's telephone number: (212) 301-8800



      SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT:

                                      None.


      SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT:


                                  Common Stock
                                (Title of Class)

                    Redeemable Common Stock Purchase Warrants
                                (Title of Class)
<PAGE>   2
         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes X No
            ---  ---

         Check if there is no disclosure of delinquent filers pursuant to Item
405 of Regulation SB contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB/A or any amendment to this Form 10-KSB/A. Yes    No X
                                                    ---   ---
State issuer's revenues for its most recent fiscal year:         $5,162,213.

         As of March 16, 2001, there were outstanding 3,843,279 shares (not
including treasury shares) of Common Stock (the "Common Stock") and Redeemable
Common Stock Purchase Warrants to purchase an aggregate of 625,000 shares of
Common Stock (the "Warrants"). Based on the closing sales price of the Common
Stock on March 16, 2001 of $0.5312 per share, the approximate aggregate market
value of Common Stock held by non-affiliates was $1,539,600.

                       DOCUMENTS INCORPORATED BY REFERENCE

           None.

           Transitional Small Business Disclosure Format (check one):

                                                    Yes              No X
                                                       ---             ---
<PAGE>   3
                                EXPLANATORY NOTE


         This Amendment No. 1 to Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2000 is being filed by K2 Digital, Inc., a Delaware
corporation (the "Company"), in order to provide the information required by
Items 9, 10, 11 and 12 of Part III of Form 10-KSB which the Company had intended
to incorporate by reference to its definitive proxy statement. Such definitive
proxy statement will not be ready for filing by the Company with the Securities
and Exchange Commission within the time period required by the securities laws
for incorporation by reference herein.
<PAGE>   4
                                     PART I

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

DIRECTORS OF THE COMPANY

         Matthew G. de Ganon has been the Company's Executive Chairman and a
Director since he joined the Company in July 1995. He was President of the
Company from June 1996 to November 1998 and was also the Chief Operating Officer
of the Company from July 1995 to November 1997. For the two years prior to
joining the Company, Mr. de Ganon operated a business that created CD-ROM
products and offered consulting services regarding the use of electronic
delivery to publishers of newsletters and directories. Mr. de Ganon is co-author
of the essay, "Overcoming Future Shock on the Superhighway: Suggestions for
Providers and Technocrats," published and presented in the 1994 National Online
Conference Proceedings. From August 1992 to July 1993, Mr. de Ganon was the Vice
President of New Media of Superior Computer Systems, Inc., a software developer.
Mr. de Ganon's work focused on UNIX-based 4GL accounting software customization
for corporate clients. From May 1991 to July 1992, Mr. de Ganon was involved in
casting administration for the Motion Picture Group of Universal Studios, Inc.
He was a franchised theatrical agent with the Stone Manners Agency in Los
Angeles, California from August 1987 to May 1991.

         Lynn Fantom has been the Company's President and Chief Executive
Officer and a Director since November 1998. Prior to joining the Company, Ms.
Fantom was an independent consultant from September 1997 to November 1998. She
was the Chief Executive Officer of Lowe Direct (now Lowe Fox Pavlika), a direct
marketing company and subsidiary of The Lowe Group, from October 1996 to
September 1997. Ms. Fantom served in various positions for Draft Worldwide, a
marketing company, from October 1982 to October 1996, and was named President in
1991 and Vice Chairperson in 1996.

         Douglas E. Cleek, who co-founded the Company in 1993, has been the
Company's Executive Vice President--Chief Creative Officer and a Director of the
Company since it was reorganized as a corporation in January 1995. From 1993
until 1995, Mr. Cleek was a general partner of the Company. For more than five
years prior to that, Mr. Cleek was an art director for William Allen & Co. and
its successor, A.J. Bart & Sons, specializing in graphic promotional materials
for the hospitality industry.

         Gary W. Brown, has been a Director of the Company since February 2000
and joined the Company in April 2000 as Executive Vice President and Chief
Operating Officer. Since January 2001, Mr. Brown has served as the Secretary of
the Company. Prior to that, Mr. Brown was employed from July 1980 through June
1999 in various management roles with UBS AG, the successor organization to
Union Bank of Switzerland, including the role of New York Branch Manager. There
he served as Division Head for Structured Finance, one of UBS's six operating
divisions in the Americas prior to the merger of UBS with Swiss Bank Corporation
in 1998. Post-merger, Mr. Brown was designated Chief Credit Officer-Americas for
UBS's investment banking division, Warburg, Dillon Read, where he was
responsible for capital commitments of the firm. Mr. Brown held various business
development and risk management positions throughout his 19-year career at UBS.
He also served as President of the New York Chapter of Robert Morris Associates,
the trade association for the financial services risk management industry, and
as an ex-officio member of the RMA National Board. Since 1991, he has served on
the Board of Directors of Sefar Americas, a subsidiary of Sefar AG, a
manufacturer of Swiss synthetic fabrics. Prior to joining UBS in 1980, Mr. Brown
was employed from June 1976 through June 1980 with The Chase Manhattan Bank,
having served in various business development functions. Mr. Brown received a
Bachelor of Science degree in Business Administration from Oral Roberts
University in May 1976.

         P. Scott Munro has served as a Director of the Company since July,
1999. Mr Munro has served as the Chairman of the Board of Directors and Chief
Executive Officer of Intertrade Systems Corp. since February 2001. He served as
Chairman of the Board of Directors of Icras, Inc. from July 2000 to January
2001. Mr. Munro served as Chief Executive Officer, President and Secretary of
Savoir Technology Group, Inc. from July 1995 to July 2000. He also served as
chairman of the board of directors of that company beginning in January 1998 and
as a director of that company beginning in July 1995. Mr. Munro previously held
other positions within Savoir Technology Group, Inc., acting as President of the
Computer Systems Division from January 1993 to July 1995 and as Senior Vice
<PAGE>   5
President, Computer Systems Division from September 1989 to January 1993. Prior
to 1990, Mr. Munro served as a General Manager for both Future Electronics,
Inc., a distributor of electronic components, and Arrow Electronics, Inc., a
distributor of computer products.

         Dr. Steven N. Goldstein has been a Director of the Company since 1996.
Dr. Goldstein has been Program Director, Inter-Agency and International
(Networking) Coordination Director of Network Services at the National Science
Foundation ("NSF") since June 1989 and is responsible for international
networking coordination in support of the communication needs of the United
States research and education community. Dr. Goldstein has directed NSF's
International Connections Management ("ICM") project which, in the past five
years, has assisted in connecting approximately 20 countries to the Internet.
Dr. Goldstein has also collaborated with Japanese networkers in the development
of academic Internet service in Japan. Presently, Dr. Goldstein is also the U.S.
coordinator for the G-7 Global Information Society's initiative, "Global
Interoperability of Broadband Networks," under which he works closely with
Japan's high performance networking projects. Dr. Goldstein has Bachelor of
Science and Master degrees in Physics from the Massachusetts Institute of
Technology and a Doctorate degree in Engineering and Public Policy from Carnegie
Mellon University. Dr. Goldstein is also a member of the Institute of Electrical
and Electronics Engineers, the Association for Computing Machinery and the
Internet Society.

         David R. Sklaver has been a Director of the Company since 1999. Since
June 1997, Mr. Sklaver has been a General Partner and CEO of Artustry
Partnership, a strategic and creative marketing company, of which he was a
founder. Since October 1995, Mr. Sklaver has also served as President of Phase
2, Inc. From 1993 to 1995, Mr. Sklaver served as President of Wells Rich Greene
DDB, an advertising agency handling Fortune 500 clients. Prior to being promoted
to President, Mr. Sklaver served as Executive Vice President, Director of Client
Services of Wells Rich Greene from 1989 to 1993. From 1986 to 1988, Mr. Sklaver
was Executive Vice President, Account Group Head, at advertising agency BBD
Needham, New York. From 1984 to 1985, Mr. Sklaver was Managing Director of DDB's
Sydney office. From 1978 to 1984, he served in Account Management at DDB New
York. Prior to 1978, Mr. Sklaver held positions at Foote, Cone & Belding
Advertising and Standard Brands, both advertising agencies.

FILING REQUIREMENTS

         The Company believes that all filing requirements under Section 16(a)
of the Securities Act of 1934, as amended, applicable to its officers, directors
and greater than 10% beneficial owners were complied with during the fiscal year
ended December 31, 2000.

ITEM 10. EXECUTIVE COMPENSATION

DIRECTOR FEES

           Directors who are employees of the Company receive no additional
compensation for their service as Directors. Directors not so employed receive
$25,000 in compensation annually and are entitled to be reimbursed for expenses
incurred in connection with meeting attendance. In addition, each of the
Company's non-employee Directors are granted options to acquire 5,000 shares of
Common Stock upon their election or reelection to the Board.

ADVISOR FEES

           All nonemployees serving as members of the Company's Board of
Advisors receive options to purchase up to 5,000 shares of Common Stock upon
their election to the Board of Advisors. There are three members of the Board of
Advisors.
<PAGE>   6
EXECUTIVE COMPENSATION

         The following table sets forth, as of fiscal year ended December 31,
2000, the total annual compensation paid or accrued by the Company for services
in all capacities for Ms. Fantom, the Chief Executive Officer, and those other
executive officers (the "Named Executives") who served in executive capacities
at the end of fiscal 2000 and had aggregate compensation in excess of $100,000.
<TABLE>
<CAPTION>

                                                    ANNUAL COMPENSATION(1)                       LONG TERM COMPENSATION
                                                    ----------------------                       ----------------------

                                                                                                     RESTRICTED
                                                                                     BONUS           STOCK                OPTION
NAME AND PRINCIPAL POSITION                           YEAR        SALARY ($)          ($)            AWARDS               AWARDS
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>           <C>
Lynn Fantom, Chief Executive                          2000          250,000            --               --                 --
Officer and President                                 1999          250,000            --               --                 --
                                                      1998        24,038 (2)           --               --               400,000

Matthew G. de Ganon, Executive                        2000          228,392            --               --                 --
Chairman of the Board                                 1999          175,613          25,000             --                 --
                                                      1998          130,924            --               --                 --

Douglas E. Cleek, Executive                           2000          182,423            --               --                 --
Vice President -- Chief Creative                      1999          166,794          25,000             --                 --
Officer                                               1998          117,978            --               --                 --

Gary W. Brown, Executive Vice                         2000        151,442 (3)          --           100,000(4)           268,000
President -- Chief Operating
Officer, Secretary and acting
Chief Financial Officer

Seth Bressman, Chief Financial                        2000          129,807            --               --               20,000
Officer (5)                                           1999          123,915            --               --                5,000
                                                      1998          93,748             --               --               25,000

</TABLE>
--------------------------
(1)      The value of perquisites and other personal benefits does not exceed
         10% of the officer's salary.
(2)      Joined the Company in November 1998.
(3)      Joined the Company in April 2000.
(4)      All such shares remained unvested as of December 31, 2000.
(5)      Resigned from the Company effective December 31, 2000.


EMPLOYMENT CONTRACTS FOR EXECUTIVE OFFICERS

         Matthew G. de Ganon and Douglas E. Cleek, two of the current executive
officers of the Company, each have entered into employment contracts with the
Company on July 16, 1996 which were subsequently amended. The contracts of each
of Messrs. de Ganon and Cleek, as amended, which expire on December 31, 2001,
provide for minimum annual salaries of $153,000 with 20% increases for each
successive year. Such contracts also provide for bonuses equal to 1.88% of the
Company's pre-tax profit. On April 14, 2000, Mr. de Ganon's base salary was
increased to $250,000. Messrs. de Ganon and Cleek are prohibited from competing
with the Company through December 31, 2001.

         The employment contract between the Company and Lynn Fantom, as Chief
Executive Officer and President of the Company, terminated on December 31, 2000
and a new employment contract between the Company and Ms. Fantom as Chief
Executive Office and President of the Company was entered into on February 13,
2001 and is scheduled to terminate on December 31, 2002. The contract calls for
an annual base salary of $250,000, which will increase to $300,000 effective
July 1, 2001. Ms. Fantom's employment contract also entitles her to
<PAGE>   7
receive stock options to purchase up to 200,000 shares of the Company's common
stock. Such grant of options was subject to the approval by the Company's
stockholders of a proposal to increase the number of shares of common stock of
the Company available for grants of options under the Company's 1997 Stock
Incentive Plan (the "1997 Plan"), which approval was obtained at the special
meeting of the Company's stockholders held on March 14, 2001. Such options are
scheduled to vest 50% on the first anniversary of the date of grant and 50% on
the second anniversary on the date of grant. Ms. Fantom's employment contract
also entitles her to a bonus equal to 10% of the Company's net income, up to
$1,000,000 of annual net income, and 7.5% of the Company's net income in excess
of $1,000,000. If Ms. Fantom's employment with the Company is terminated for any
reasons other than "Cause" or if Ms. Fantom resigns from the Company for "Good
Reason" (as each term is defined in her employment contract), then pursuant to
her employment contract, Ms. Fantom will be entitled to a $300,000 payment and
immediate vesting of all her options. In the event of a change of control of the
Company, all of Ms. Fantom's options will immediately vest pursuant to her
employment contract and if, within 180 days after a change of control, Ms.
Fantom is dismissed from the Company for any reason other than "Cause" or if Ms.
Fantom resigns from the Company for "Good Reason" (as each term is defined in
her employment contract), Ms. Fantom will be entitled to a payment equal to the
greater of $300,000 or her base salary for the remainder of her employment term.
In addition, pursuant to her employment contract, Ms. Fantom is subject to a
non-compete restriction for twelve months after the termination of her
employment.

         Gary W. Brown joined the Company as Executive Vice President and Chief
Operating Officer on April 14, 2000 and is currently the Company's acting Chief
Financial Officer. Mr. Brown signed an employment contract with the Company that
expires on March 31, 2002. This employment contract provides for an annual
salary of $225,000 and a discretionary annual bonus in the form of stock options
up to a maximum of 100,000 shares of Common Stock per year. Upon joining the
company, Mr. Brown also received 100,000 shares of restricted stock and options
to purchase up to 263,000 shares of Common Stock. On April 14, 2001, 50% of both
the restricted stock and the stock options vested, and the remaining 50% of both
will vest on April 14, 2002. In the event of a change of control of the Company,
all of Mr. Brown's unvested shares of restricted stock and stock options will
immediately vest pursuant to his employment contract and if, within 180 days
after a change of control, Mr. Brown is dismissed from the Company for any
reason other than "Cause" or if Mr. Brown resigns from the Company for "Good
Reason" (as each term is defined in his employment contract), Mr. Brown will be
entitled to a payment equal to the greater of $225,000 or his base salary for
the remainder of his employment term. Pursuant to his employment contract, Mr.
Brown is also subject to a non-compete restriction for twelve months after the
termination of his employment.

         On February 1, 2000, the Company entered into a one-year employment
contract with Seth Bressman as Chief Financial Officer, providing for an annual
salary of $125,000 and a bonus equal to $50,000 in the event of a Change in
Control (as defined in the contract). Mr. Bressman resigned from his position as
the Company's Chief Financial Officer effective December 31, 2000 and, pursuant
to his employment contract, he is subject to a non-compete restriction for a
period of six months from the termination date of his employment.

OPTION GRANTS IN FISCAL 2000

         The following table sets forth individual grants of stock options made
under the Company's 1996 Stock Incentive Plan (the "1996 Plan") and the 1997
Plan during the fiscal year ended December 31, 2000 for the Chief Executive
Officer of the Company and each of the Named Executives.
<PAGE>   8
<TABLE>
<CAPTION>

                                NUMBER OF SECURITIES      PERCENT OF TOTAL OPTIONS
                                 UNDERLYING OPTIONS       GRANTED TO EMPLOYEES IN     EXERCISE OR BASE PRICE
NAME                                   GRANTED                 FISCAL YEAR(1)                 ($/SH)                 EXPIRATION DATE
                                       -------                 --------------                 ------                 ---------------
<S>                             <C>                       <C>                         <C>                            <C>
Lynn Fantom                              --                          --                         --                         --

Matthew G. de                            --                          --                         --                         --
Ganon

Douglas E. Cleek                         --                          --                         --                         --

Gary W. Brown                         5,000(2)                      0.5%                      $5.8125                    4/1/10
                                      17,000(2)                     1.7%                       $5.00                     4/14/10
                                     246,000(3)                     25%                        $5.00                     4/14/10

Seth Bressman                       20,000(3)(4)                     2%                       $5.4375                    6/1/10
</TABLE>


(1)      Calculated as a percentage of total options granted to all employees
         under both the 1996 Plan and the 1997 Plan.

(2)      Such options were granted under the 1996 Plan.

(3)      Such options were granted under the 1997 Plan.

(4)      All unvested options held by Mr. Bressman at the time of termination of
         his employment with the Company were cancelled by the Company upon Mr.
         Bressman's resignation as Chief Financial Officer of the Company,
         effective December 31, 2000.

         An aggregate of 22,000 stock options were granted under the 1996 Plan
and 281,000 stock options were granted under the 1997 Plan to all executive
officers and directors as a group during the fiscal year ended December 31,
2000. Such options are exercisable at prices per share (reflecting the fair
market value on the dates of grant) ranging from: (i) $5.00 to $5.8125 under the
1996 Plan; and (ii) $5.00 to $5.4375 under the 1997 Plan. None of such options
were exercised during fiscal 2000.
<PAGE>   9
OPTION EXERCISES AND YEAR-END OPTION VALUE TABLE

         The table set forth below shows the value of unexercised options under
the 1996 Plan and the 1997 Plan held on December 31, 2000 by Ms. Fantom and each
of the Named Executives.
<TABLE>
<CAPTION>

                                                                                                                VALUE OF
                                                                  NUMBER OF SECURITIES                 UNEXERCISED IN-THE-MONEY
                                SHARES                           UNDERLYING UNEXERCISED               OPTIONS HELD ON DECEMBER 31,
                               ACQUIRED                       OPTIONS AT DECEMBER 31, 2000                    2000 ($)(1)
                                  ON            VALUE         ---------------------------------------------------------------------
NAME                           EXERCISE        REALIZED       EXERCISABLE     UNEXERCISABLE         EXERCISABLE        UNEXERCISABLE
------------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>         <C>              <C>             <C>                   <C>                <C>
Lynn Fantom                       --                 --        400,000(2)              --                  --                 --

Matthew G. de Ganon              977         $7,852              6,250(3)              --                  --                 --
                                 705         $5,664              6,250(3)

Douglas E. Cleek                 980         $7969               6,250(3)             --                  --                 --
                                 711         $5781               6,250(3)

Gary W. Brown                     --                 --              --           246,000(2)               --                 --


Seth Bressman                  2,500             $8,125          20,000(2)         20,000 (4)              --                 --
                                                                 10,000(3)
</TABLE>

(1)      Based on the closing price of the Common Stock on December 29, 2000,
         the last day in fiscal 2000 on which the markets were open for
         business, which was $0.4688.
(2)      Represents grants made under the 1997 Plan.
(3)      Represents grants made under the 1996 Plan.
(4)      All unvested options held by Mr. Bressman at the time of termination of
         his employment with the Company were cancelled by the Company upon Mr.
         Bressman's resignation as Chief Financial Officer of the Company,
         effective December 31, 2000.
<PAGE>   10
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

BENEFICIAL OWNERSHIP

         The following table sets forth information, as of April 30, 2001 as to
the beneficial ownership of common stock (including shares which may be acquired
within 60 days pursuant to stock options) of each director of the Company, the
Chief Executive Officer of the Company, all directors and executive officers as
a group and persons known by the Company to beneficially own 5% or more of the
common stock. Except as set forth below, each of the listed persons has sole
voting and investment power with respect to the shares beneficially owned by
such person. Except as otherwise indicated, the address of each person included
in the table is c/o the Company, 30 Broad Street, 16th Floor, New York, New York
10004.

<TABLE>
<CAPTION>

                                                    SHARES OF COMMON STOCK
NAME OF OWNER                                          BENEFICIALLY OWNED                              PERCENT OF CLASS (1)
-------------                                          ------------------                              ----------------
<S>                                                         <C>                                          <C>
Matthew G. de Ganon                                         936,993(2)                                   24.4

Douglas E. Cleek                                            430,531(3)                                   11.2

Lynn Fantom                                                 605,000(4)                                   15.7

Gary W. Brown                                               486,000(5)                                   12.6

Steven N. Goldstein                                         12,500(6)                                     *

David Sklaver                                               12,500(6)                                     *

P. Scott Munro                                              12,500(6)                                     *

All Directors and Executive Officers as a                  2,065,493(7)                                  53.7
group (8 persons)

</TABLE>

*Less than one percent.
--------------------------------------------------------------------------------
(1)      Does not give effect to: (i) shares held in treasury; (ii) 574,970
         shares issuable upon exercise of the Company's redeemable common stock
         purchase warrants (every two of such warrants entitle the holder to
         purchase one share of common stock for $7.50); (iii) warrants issued to
         the representative of the underwriters of the Company's initial public
         offering in 1996 to purchase 574,970 units exercisable at $8.04 per
         unit, each unit consisting of one share of common stock and one
         underlying warrant (every two of such underlying warrants entitle the
         holder to purchase one share of common stock for $7.50); (iv)
         warrants to purchase 297,162 shares of the Company's common stock
         issued to Fusion Capital Fund II, LLC ("Fusion Capital") as a
         commitment fee in connection with a common stock purchase agreement
         entered into between the Company and Fusion Capital dated as of
         December 11, 2000; and (v) options held by persons other than the
         persons named above.

(2)      Pursuant to a 10-year voting agreement entered into by Messrs. de
         Ganon, Cleek, David Centner (a former Chief Operating Officer and
         Director of the Company) and Bradley Szollose (a former Secretary and
         Director of the Company), effective July 26, 1996 (the "Voting
         Agreement"), the voting control over 498,158 shares held by Messrs.
         Cleek, Centner and Szollose and 6,250 shares underlying presently
         exercisable stock options held by Mr. Cleek are vested in Mr. de Ganon.
         Such shares subject to the Voting Agreement must be voted in favor of
         the election of Mr. de Ganon. In addition, the Voting Agreement grants
         each party thereto a right of first refusal as to the sale of the
         others' common stock. Messrs. de Ganon, Cleek, Centner and Szollose
         each
<PAGE>   11
         disclaim beneficial ownership of those shares with respect to which
         they are not record owners. Mr. de Ganon's holdings also include 6,250
         shares underlying presently exercisable stock options held by him.

(3)      Includes 6,250 shares underlying presently exercisable stock options.

(4)      Includes 400,000 shares underlying presently exercisable stock options
         and 200,000 shares underlying unvested stock options, 50% of which will
         vest on January 2, 2002 and 50% of which will vest on January 2, 2003
         and all of which will vest upon the occurrence of certain change of
         control transactions. Ms. Fantom disclaims beneficial ownership of all
         such shares underlying unexercised and/or unvested options.

(5)      Includes: (i) 136,500 shares underlying presently exercisable stock
         options; (ii) 131,500 shares underlying unvested options which will
         vest on April 14, 2002, 50,000 shares underlying unvested stock options
         which will vest on January 2, 2002 and 50,000 shares underlying
         unvested stock options which will vest on January 2, 2003 and all of
         which will vest upon the occurrence of certain change of control
         transactions; and (iii) 50,000 shares of unvested restricted common
         stock, which will vest on April 14, 2002 and all of which will vest
         upon the occurrence of certain change of control transactions. Mr.
         Brown disclaims beneficial ownership of all such shares underlying
         unexercised and/or unvested options.

(6)      Includes 12,500 shares underlying presently exercisable stock options.
         Excludes 2,500 shares underlying unvested stock options which will vest
         on June 1, 2001.

(7)      Includes 586,500 shares underlying presently exercisable stock
         options, 431,500 shares underlying unvested stock options and 50,000
         shares of unvested restricted common stock, all of which vest upon
         the occurrence of certain change of control transactions. Excludes
         7,500 shares underlying unvested stock options that are not presently
         exercisable.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CERTAIN RELATED TRANSACTIONS

         In fiscal 1999, the Company repurchased 111,600 shares of Common Stock
on the open market for an aggregate purchase price of $267,684. The purchase
price for the shares was at the market price on the dates of purchase. In
addition, on October 28, 1999, the Company repurchased 59,567 shares from
Messrs. de Ganon, Szollose, Centner and Cleek at an aggregate cost of $164,831.
These shares were repurchased by the Company in connection with the cancellation
of an option on such shares held by a third party and the payment by the Company
of the resulting tax liability. On October 28, 1999, the closing market price
per share of the Company's Common Stock was $3.1875 per share. The purchase
price paid by the Company in connection with the repurchase of these shares
represented a 13% discount below the market price. The Company believes that the
terms of these transactions were negotiated at arms length and were on terms no
less favorable to the Company than could have been obtained from an unaffiliated
party.
<PAGE>   12
                                    SIGNATURE

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                K2 DIGITAL, INC.

Dated:  April 30, 2001

                                         By: /s/ Matthew G. de Ganon
                                            ------------------------------------
                                              Matthew G. de Ganon, Chairman