SecProbe.io

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<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
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Mail Stop 4561
									September 15, 2005

Mr. Gary W. Brown
K2 Digital, Inc.
c/o Mr. Thomas G. Amon
500 Fifth Avenue, Suite 1650
New York, NY 10110

      Re:	K2 Digital, Inc.
		Form 10-KSB for Fiscal Year Ended December 31, 2004
		Form 10-QSB for Fiscal Quarter Ended March 31, 2005
		Form 10-QSB for Fiscal Quarter Ended June 30, 2005
		File No. 1-11873

Dear Mr. Brown:

      We have reviewed your response letter dated August 26, 2005
and
have the following additional comments.  As previously stated,
these
comments require amendment to the referenced filings previously
filed
with the Commission.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

1. Please file your response letter dated August 26, 2005 and your
response to this letter on EDGAR.

Exhibits to Form 10-KSB for Fiscal Year Ended December 31, 2004
and
Forms 10-QSB for Fiscal Quarters Ended March 31, 2005 and June 30,
2005

2. We note your response to our comment number five.  We reissue
our
comment and request that you revise the certifications included as
exhibit 31 to conform to the language as set forth in Item
601(b)(31)
of Regulation S-B, if such statements continue to be true
considering
the revised wording and evaluation date as of the end of the
period
covered by the report.  Refer to Management`s Report on Internal
Control over Financial Reporting and Certification of Disclosure
in
Exchange Act Periodic Reports, SEC Release No. 33-8392, available
on
our website at <http://www.sec.gov/rules/final/33-8392.htm>
regarding
the allowed amendment of certain portions of the certification
related to Internal Controls over Financial Reporting.  Please
revise
the certifications included with each of the filings indicated.

      As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

      You may contact Amanda Sledge, Staff Accountant, at (202)
551-
3473 or the undersigned at (202) 551-3403 if you have questions.

								Sincerely,

      Steven Jacobs
      Accounting Branch Chief
Mr. Gary W. Brown
K2 Digital, Inc.
September 15, 2005
Page 2

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