SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              INFORMATION STATEMENT
                            PURSUANT TO SECTION 14(C)
               OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

                                  SCHEDULE 14C
                                 (RULE 14C-101)

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934

Check the appropriate box:

[X]    Preliminary Information Statement

[ ]    Definitive Information Statement

[ ]    Confidential, for Use of the Commission Only (as permitted by
       Rule 14c-5(d)(2))

                          KRYSTAL DIGITAL CORPORATION.
                (Name of Registrant As Specified In Its Charter)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):

[X]    No fee required

[ ]    Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

       (1)    Title of each class of securities to which transaction applies:


       (2)    Aggregate number of securities to which the transaction applies:


       (3)    Per unit price or other underlying value of transaction computed
              pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
              the filing fee is calculated and state how it was determined):

              ------------------------------------------------------------------

       (4)    Proposed maximum aggregate value of transaction:


       (5)    Total fee paid:

[ ]    Fee paid previously with preliminary materials

[ ] check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

       (1)     Amount previously paid:
       (2)     Form, Schedule or Registration Statement No.:
       (3)     Filing Party:
       (4)     Date Filed:





                           KRYSTAL DIGITAL CORPORATION
                         925 WEST LAMBERT ROAD, SUITE A
                                 BREA, CA 92821


                        PRELIMINARY INFORMATION STATEMENT
         PURSUANT TO SECTION 14 OF THE SECURITIES EXCHANGE ACT OF 1934,
           AS AMENDED, AND REGULATION 14C AND SCHEDULE 14C THEREUNDER


                        WE ARE NOT ASKING YOU FOR A PROXY
                  AND YOU ARE REQUESTED NOT TO SEND US A PROXY


                                  INTRODUCTION


This notice and information  statement (the "INFORMATION  STATEMENT") was mailed
on or about December __, 2003 to the stockholders of record,  as of December __,
2003, of Krystal Digital  Corporation,  a Delaware  corporation  (the "COMPANY")
pursuant to: Section 14(c) of the Exchange Act to inform the  Stockholders  that
the  majority  stockholders  of the  Company  executed a written  consent  dated
December __, 2003  providing  for an amendment to the Company's  Certificate  of
Incorporation reducing its issued and outstanding shares of common stock through
undertaking  a one for five  reverse  stock split.  This notice and  information
statement  attached hereto shall be considered the notice required under Section
228(e) of the Delaware General Corporation Law (the "DGCL").

Our board of directors has unanimously approved the reverse stock split, as have
stockholders  representing  a majority of our issued and  outstanding  shares of
common  stock.  Accordingly,  your  approval  is not  required  and is not being
sought.

Please read this notice  carefully.  It  describes  the  essential  terms of the
reverse  stock split and contains  certain  information  concerning  the reverse
stock  split.  Additional  information  about the  Company is  contained  in its
periodic  reports  filed on periodic and current  reports  filed with the United
States  Securities and Exchange  Commission (the  "COMMISSION").  These reports,
their accompanying exhibits and other documents filed with the Commission may be
inspected  without charge at the Public  Reference  Section of the Commission at
Judiciary Plaza, 450 Fifth Street,  N.W.,  Washington,  DC 20549. Copies of such
material may also be obtained  from the  Commission  at  prescribed  rates.  The
Commission  also  maintains  a  Web  site  that  contains  reports,   proxy  and
information  statements and other  information  regarding  public companies that
file reports with the  Commission.  Copies of these reports may be obtained from
the Commission's EDGAR archives at http://www.sec.gov/index.htm.

The  principal  executive  office of the Company is located at 925 West  Lambert
Road, Suite A, Brea, CA 92821. The Company's telephone number is (714) 990-9300.





THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO  STOCKHOLDERS'  MEETING
WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.

                           KRYSTAL DIGITAL CORPORATION
                         925 WEST LAMBERT ROAD, SUITE A
                                 BREA, CA 92821


                        PRELIMINARY INFORMATION STATEMENT
          PURSUANT TO SECTION 14 OF THE SECURITIES EXCHANGE ACT OF 1934
                 AND REGULATION 14C AND SCHEDULE 14C THEREUNDER


TO OUR STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the following action was taken pursuant to a Written
Consent of the Majority Stockholders of the Company:

1.       A one for five reverse stock split, to be effective as of the filing of
         an amendment to the Company's  Certificate  of  Incorporation  with the
         Delaware Secretary of State,  attached hereto substantially in the form
         as attached hereto as EXHIBIT A.

         The Board of Directors  has fixed the close of business on December __,
2003, as the Record Date for determining the Stockholders  entitled to Notice of
the foregoing.

         The  Company  has asked  brokers  and other  custodians,  nominees  and
fiduciaries to forward this  Information  Statement to the beneficial  owners of
the Common Stock held of record by such persons and will  reimburse such persons
for out-of-pocket expenses incurred in forwarding such material.

         This Information Statement will serve as written Notice to stockholders
pursuant to Section 228(e) of the DGCL.

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO  STOCKHOLDERS'  MEETING
WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.


                                             By order of the Board of Directors,



                                             -----------------------------------
December __, 2003                            Phillip G. Trad
                                             President







                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information included in this Information  Statement may contain  forward-looking
statements  within the meaning of Section 27A of the  Securities Act and Section
21E of the  Securities  Exchange Act of 1934, as amended (the  "EXCHANGE  ACT").
This  information may involve known and unknown risks,  uncertainties  and other
factors  which  may  cause  the  Company's   actual   results,   performance  or
achievements  to be materially  different  from future  results,  performance or
achievements   expressed   or   implied  by  any   forward-looking   statements.
Forward-looking statements, which involve assumptions and describe the Company's
future plans, strategies and expectations,  are generally identifiable by use of
the  words  "may,"  "will,"  "should,"   "expect,"   "anticipate,"   "estimate,"
"believe,"  "intend"  or  "project"  or the  negative  of  these  words or other
variations  on these  words or  comparable  terminology.  These  forward-looking
statements are based on assumptions  that may be incorrect,  and there can be no
assurance that these projections  included in these  forward-looking  statements
will come to pass.  The Company's  actual results could differ  materially  from
those  expressed  or implied by the  forward-looking  statements  as a result of
various  factors.  The Company  undertakes no obligation to update  publicly any
forward-looking  statements  for any  reason,  even if new  information  becomes
available or other events occur in the future.

RECENT EVENTS - ACQUISITION OF SHECOM CORPORATION

On  August  22,  2003,  the  Company,   Shecom  Acquisition  Corp.,  a  Colorado
corporation and wholly owned subsidiary of the Company  ("Mergeco"),  and Shecom
Corporation,  a Colorado corporation  ("Shecom"),  entered into an Agreement and
Plan of  Reorganization,  as amended on September  24, 2003  (collectively,  the
"Merger Agreement"). The Merger Agreement was approved by the board of directors
of each of the Company and Mergeco on August 22, 2003 and on September 24, 2003,
and became effective on November 5, 2003.

Pursuant to the terms of the Merger Agreement,  Mergeco was merged with and into
Shecom (the "Merger"),  with Shecom as the surviving  corporation of the Merger.
As a result of the Merger,  the  outstanding  shares of capital stock of each of
Mergeco and Shecom  were  converted  or  canceled in the manner  provided by the
Merger Agreement, the separate corporate existence of Mergeco ceased, and Shecom
continued  unimpaired  as the  surviving  corporation  in the Merger as a wholly
owned subsidiary of the Company.

Prior to the Merger, Kevin R. Keating owned approximately 93.1% of the shares of
its common  stock.  In  connection  with the Merger,  the Company  issued to the
current  shareholders  of  Shecom  and  the  holders  of  warrants  to  purchase
additional  shares of Shecom common stock, that number of shares of Common Stock
and  warrants  to  purchase  additional  shares of Common  Stock as  represented
(assuming  full exercise of such warrants)  87.5% of the issued and  outstanding
shares of Common Stock on a  fully-diluted  basis,  after  giving  effect to the
Merger (the "Merger Shares").

Following the Merger,  the Company changed its corporate name from  ESCAgenetics
Corporation  to "Krystal  Digital  Corporation,"  and all of the  directors  and
officers of the Company were replaced by designees  appointed by Shecom.  Please
see the Definitive  Schedule 14C as filed with the Commission on October 8, 2003
and the Current Report on Form 8-K filed therewith on November 11, 2003.





                                  REVERSE SPLIT


MATERIAL TERMS OF THE REVERSE SPLIT

The Board has unanimously  adopted and a shareholders  holding a majority of the
Common Stock have approved a resolution to effect a  one-for-five  (1:5) reverse
stock  split  (the  "Reverse  Split") of the  Common  Stock.  The Board and such
shareholders  believe that the Reverse Split is in the Company's best interests,
principally  because it may increase the trading price of the Common  Stock.  An
increase  in the  price of the  Common  Stock  may,  in turn,  generate  greater
investor  interest in the Common Stock,  thereby  enhancing the marketability of
the  Common  Stock  to the  financial  community.  In  addition,  the  resulting
reduction  in the number of issued and  outstanding  shares of Common Stock will
provide the Company with  additional  authorized but unissued shares which could
be utilized for future  acquisitions  or mergers or to  otherwise  carry out the
Company's business objectives.

The immediate effect of the Reverse Split will be to reduce the number of shares
of Common Stock from  approximately  25,000,057 to approximately  5,000,011 on a
fully diluted basis and from approximately 22,948,438 to approximately 4,589,688
such shares  presently  issued and  outstanding.  Although the Reverse Split may
increase the market price of the Common  Stock,  no such increase can be assured
or  calculated.  The market price of the Common Stock may not rise in proportion
to the reduction in the number of shares  outstanding as a result of the Reverse
Split,  nor can there be any  assurance  that the  Reverse  Split will lead to a
sustained  increase in the market price of the Common Stock. The market price of
the  Common  Stock  may also  change  as a result  of other  unrelated  factors,
including the Company's  operating  performance and other factors related to its
business as well as general market conditions.

Another potential benefit of the Reverse Split would be a substantial  reduction
in the  transaction  costs  associated with trading in the Common Stock. In most
cases,  trading  costs  include  both  "brokers"  trading  commissions  and  the
"indirect cost" of "dealer markup" - that is, the difference  between the buying
and selling prices of dealers in a given stock (the "bid-ask spread").

Further,  the Board of Directors and the majority  shareholders believe that the
reduction  in the  number of shares of Common  Stock  outstanding,  without  any
corresponding  material alteration in the economic composition of the Company or
the  relative  interests  of the  stockholders  could  enhance  the  public  and
institutional  perception  of the  Company's  Common  Stock  and  thus  generate
investor interest.

In  addition,  the Board  believes  that  listing the shares of Common  Stock on
Nasdaq  may  provide  a  broader  market  for the  Company's  Common  Stock  and
facilitate  the use of the Common  Stock in  financing  transactions  and that a
reverse stock split is a necessary if not  sufficient  condition for obtaining a
Nasdaq listing.

The Reverse Split will affect all of the holders of the  Company's  Common Stock
uniformly and will not affect any shareholder's percentage ownership interest in
the Company or proportionate voting power, except for insignificant changes that
will result from the rounding of fractional shares either up or down.

The Reverse  Split of the Common  Stock is expected  to become  effective  on or
about  January 13, 2004 (the  "Effective  Date"). Upon the Effective  Date,  the
Company will notify the National  Association of Securities Dealers,  requesting
that the split be made  effective on the Effective  Date. The Reverse Split will
take place on the  Effective  Date without any action on the part of the holders
of the Common  Stock and  without  regard to current  certificates  representing
shares  of  Common  Stock  being   physically   surrendered   for   certificates
representing  the number of shares of Common Stock each  shareholder is entitled
to receive as a result of the Reverse Split.  New  certificates  of Common Stock
will not be issued.

No  fractional  shares  will be issued in  connection  with the  Reverse  Split.
Shareholders  who would  otherwise  be  entitled  to receive  fractional  shares
because  they  hold a number  of  shares  of  Common  Stock  that is not  evenly
divisible  by 5 will have the number of new  shares to which  they are  entitled
rounded to the nearest whole number of





shares.  The number of new shares will be rounded up if the fractional  share is
equal to or greater  than 0.5 and rounded down if the fraction is less than 0.5.
No shareholders will receive cash in lieu of fractional shares.

The Company  cannot  predict  whether the Reverse Split will increase the market
price for the Common Stock. The history of similar stock split  combinations for
companies in like circumstances is varied. There can be no assurance that:

       o      the market  price per share of the Common  Stock after the Reverse
              Split will rise in  proportion  to the  reduction in the number of
              shares of the Common Stock outstanding before the Reverse Split;

       o      will not adversely  impact the market price of the Common Stock as
              a result of negative investor opinion;

       o      the  Reverse  Split  will  result in a per share  price  that will
              attract  brokers and  investors  who do not trade in lower  priced
              shares;

       o      the  Reverse  Split  will  result in a per share  price  that will
              increase the Company's ability to attract and retain employees and
              other service providers;

       o      the market  price per share of Common  Stock will become or remain
              sufficiently  high to allow  the  Company  to  submit  a  credible
              listing application to Nasdaq.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following summary of certain material federal income tax consequences of the
Reverse  Split  does  not  purport  to be a  complete  discussion  of all of the
possible federal income tax consequences and is included for general information
only. Further, it does not address any state, local, foreign or other income tax
consequences,  nor does it address the tax consequences to shareholders that are
subject to special  tax rules,  such as banks,  insurance  companies,  regulated
investment companies, personal holding companies, foreign entities,  nonresident
alien  individuals,  broker-dealers and tax-exempt  entities.  The discussion is
based  on the  United  States  federal  income  tax  laws as of the date of this
Information Statement.  Such laws are subject to change retroactively as well as
prospectively.  This  summary  also  assumes that the shares of Common Stock are
held as "capital  assets," as defined in the Internal  Revenue Code of 1986,  as
amended.  The tax treatment of a shareholder may vary depending on the facts and
circumstances of such shareholder.

EACH  SHAREHOLDER IS URGED TO CONSULT WITH SUCH  SHAREHOLDER'S  TAX ADVISOR WITH
RESPECT TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE SPLIT.

No gain or loss should be recognized by a shareholder as a result of the Reverse
Split.  The aggregate tax basis of the shares received in the Reverse Split will
be the same as the  shareholder's  aggregate tax basis in the shares  exchanged.
The  shareholder's  holding period for the shares  received in the Reverse Split
will include the period during which the shareholder held the shares surrendered
as a  result  of the  Reverse  Split.  The  Company's  views  regarding  the tax
consequences  of the Reverse  Split are not binding  upon the  Internal  Revenue
Service or the  courts,  and there is no  assurance  that the  Internal  Revenue
Service or the courts would accept the positions  expressed above. The state and
local tax  consequences of the Reverse Split may vary  significantly  as to each
shareholder, depending on the state in which such shareholder resides.

APPRAISAL RIGHTS

Pursuant  to the DGCL,  the  holders of the  Common  Stock are not  entitled  to
dissenters'  rights in  connection  with the  Reverse  Split.  Furthermore,  the
Company does not intend to  independently  provide those  stockholders  with any
such rights.





INTERESTS OF CERTAIN PERSONS IN THE REVERSE SPLIT

No director,  executive officer,  associate of any director or executive officer
or any  other  person  has any  substantial  interest,  direct or  indirect,  by
security  holdings or  otherwise,  in the proposal to amend the  Certificate  of
Incorporation  and take all  related  actions  which is not  shared by all other
holders of the Common  Stock.  See  "Security  Ownership  of Certain  Beneficial
Owners and Management."

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Kevin R.  Keating,  the former  President  and  controlling  stockholder  of the
Company, is the father of the principal  stockholder of Keating Investments LLC,
the investment  banking firm that rendered services to the Company in connection
with the Merger. Keating Investments LLC received an aggregate of 175,000 shares
of common stock as  compensation  for its services in connection the negotiation
and  consummation  of the Merger.  Mr. Keating is not affiliated with and has no
equity interest in Keating Investments LLC and disclaims any beneficial interest
in the Company common stock to be issued to Keating  Investments LLC. Similarly,
Keating  Investments  LLC  disclaims  any  beneficial  interest in the shares of
Company common stock currently owned by Kevin R. Keating.

Vincent J. Franzone, a member of the board of directors of the Company, received
125,000 shares of Krystal  Digital  Common Stock upon closing of the Merger,  as
compensation  in connection with his  introduction of Shecom  Corporation to the
Company and its investment bankers.

Under  a  proposed  strategic  alliance  and  distribution  arrangement,  it  is
contemplated that Messrs. Raju Shewa,  Phillip G. Trad and Fred Anavim, three of
the principal stockholders and the senior executive officers of Shecom, will own
approximately 25% of the capital stock of Azia Digital  Corporation,  a Delaware
corporation  ("ADC").  ADC has been  organized  to  purchase  a line of  digital
televisions,  flat screen computer  monitors,  DVDs and other home entertainment
consumer electronic products from an unaffiliated  manufacturer of such products
located in mainland China. It is contemplated that ADC will finance the purchase
of such products and resell them to Shecom at a profit of between 10% and 20% of
ADC's cost under a proposed distribution  agreement with Shecom. An affiliate of
the Chinese  manufacturer  will own the  remaining  75% equity  interest in ADC.
Shecom  believes  that this  arrangement  will enable it to  establish,  without
significant   financing   costs,   a  strategic   alliance  with  a  substantial
manufacturer that provides private label home entertainment  consumer electronic
products to major OEMs and distributors, and become the exclusive distributor of
these products in North America.

In 2000 and 2001,  Shecom  borrowed an aggregate of  approximately  $4.9 million
from Raju  Shewa,  the  principal  stockholder,  Chairman of the Board and Chief
Executive  Officer of Shecom.  These loans are evidenced by various Shecom notes
payable to Mr. Shewa bearing  interest at rates between 6% and 9% per annum. The
Shecom notes payable to Mr. Shewa mature between December 31, 2007 and 2010, and
are  subordinated  to all  indebtedness  owed by Shecom to its principal  senior
secured lender.

Raju Shewa has  guaranteed  repayment  of an aggregate of $2.0 million of bridge
loans  made by  certain  unaffiliated  investors  to Shecom in early  2003,  and
secured  such  guaranty by a second  mortgage  and deed of trust on his personal
residence  and on the real estate  located in Yorba Linda,  California  that was
previously leased to Shecom, as its principal  executive offices,  warehouse and
assembly  facility.  In connection with the recent sale of the sale of the Yorba
Linda,  California  property,  the  approximately  $294,000 of net cash proceeds
received by the Shewa Family Trust in excess of the amount  required to retire a
first mortgage and deed of trust securing such property was placed in escrow for
the benefit of the holders of $2.0  million of bridge  notes.  In October  2003,
$75,000 of such  proceeds  were used for a down payment in  connection  with the
contemplated  purchase  by the Shewa  trust of a  replacement  property in Brea,
California  to be  leased  to  Shecom  upon  completion  of  construction.  Such
replacement facility is expected to be ready for occupancy by Shecom in or about
June 2004.

Upon  completion  of the new  facility  purchased  by the Shewa Family Trust for
approximately  $2.3  million,  it is  anticipated  that  Shecom  will lease such
facility  under a five year triple net lease (with Shecom  paying all  operating
expenses) at an annual rental of $180,000 per annum.




         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth ownership  information as of the Record Date with
respect to (i) each current director or executive  officer of the Company,  (ii)
all directors  and  executive  officers of the Company as a group and (iii) each
person  known to the  Company  to be a  beneficial  owner of more than 5% of its
outstanding  voting  securities.  Each share of Common  Stock is entitled to one
vote.  Unless  otherwise  noted,  the address of each of the individuals  listed
below is c/o the Company at 925 West Lambert Road, Suite A, Bria, CA 92821.


                                                NUMBER OF SHARES      PERCENTAGE
NAME                                          BENEFICIALLY OWNED(1)      OWNED
----                                          ---------------------   ----------

Raju Shewa, Chairman of the Board and
Chief Executive Officer (2)                        10,000,000            40.0%

Phillip G. Trad, President and Director(2)          2,000,000             8.0%

Fred Anavim, Chief Financial Officer and
Director(2)                                         2,000,000             8.0%

Vincent J. Franzone, Director(2) (3)                  625,000             2.5%

John L. Titus, Director Nominee                             0              --

Michael Khorandi                                    5,000,000            20.0%

Keating Investments LLC                               875,000             3.5%

All directors and executive officers as a
group                                              20,731,000            82.9%

-----------
(1) Beneficial  ownership is determined in accordance  with the Rule 13d-3(a) of
the Exchange Act, and generally includes voting or investment power with respect
to securities.  Pursuant to the rules and regulations of the Commission,  shares
of common  stock that an  individual  or group has a right to acquire  within 60
days  pursuant  to  the  exercise  of  options  or  warrants  are  deemed  to be
outstanding  for the  purposes of  computing  the  percentage  ownership of such
individual or group,  but are not deemed to be  outstanding  for the purposes of
computing  the  percentage  ownership  of any other  person  shown in the table.
Except as subject to community property laws, where applicable, the person named
above has sole  voting and  investment  power with  respect to all shares of the
Company's common stock shown as beneficially owned by him.

(2) Messrs.  Shewa, Trad, Anavim and Franzone are designees of Shecom and became
members of the board of directors of Krystal  Digital upon  consummation  of the
Merger.  Immediately  following  the  Merger,  Kevin R.  Keating  and  Margie L.
Blackwell,  the two former  directors of the  Company,  resigned as officers and
directors.

(3) Upon  completion of the Merger,  an aggregate of 1,250,000  shares of Common
Stock were  issued in equal  amounts to each of Mr.  Franzone  and his  business
associate in connection with their introduction of the Company to Shecom and its
investment bankers.


                          DESCRIPTION OF CAPITAL STOCK

The authorized  capital stock of the Company  consists of 100,000,000  shares of
Common Stock.

The following is a summary of some of the  provisions  of the  Company's  Common
Stock and of its amended certificate of incorporation.




The  holders  the Common  Stock are  entitled to one vote for each share held of
record  on  all  matters  submitted  to  a  vote  of  stockholders.  Subject  to
preferences that may be applicable to any outstanding shares of preferred stock,
the holders of Common Stock are entitled to receive ratably such  dividends,  if
any, as may be declared by the board out of funds legally available therefor. In
the event of the Company' liquidation, dissolution or winding up, the holders of
Common Stock are entitled to share ratably in all assets remaining after payment
of  liabilities  and  liquidation  preferences  of  any  outstanding  shares  of
preferred stock.  Holders of Common Stock have no preemptive rights or rights to
convert their Common Stock into any other securities. There are no redemption or
sinking fund provisions  applicable to the Common Stock. All outstanding  shares
of Common Stock are fully paid and non-assessable.

Immediately  following  the  effectuation  of the  Reverse  Split  as  described
previously,  there will be approximately 5,000,011 shares of Common Stock issued
and outstanding on a fully diluted basis.

                             SOLICITATION OF PROXIES

The Company is making the making the mailing and will bear the costs  associated
therewith.  There will be no  solicitations  made.  The Company  will  reimburse
banks,   brokerage  firms,  other  custodians,   nominees  and  fiduciaries  for
reasonable  expenses  incurred in sending proxy material to beneficial owners of
the Company's common stock.

                              STOCKHOLDER PROPOSALS

The Board has not yet  determined  the date on which the next annual  meeting of
stockholders of the Company will be held. Any proposal by a stockholder intended
to be presented at the Company's  next annual  meeting of  stockholders  must be
received at the offices of the Company a reasonable  amount of time prior to the
date on which the  information or proxy statement for that meeting are mailed to
stockholders  in order to be  included  in the  Company's  information  or proxy
statement relating to that meeting.


By Order of the Board of Directors,



-----------------------------
Phillip G. Trad, President and Director
December ___, 2003





                                                                       EXHIBIT A


                           CERTIFICATE OF AMENDMENT TO
    THE RESTATED CERTIFICATE OF INCORPORATION OF KRYSTAL DIGITAL CORPORATION.

                                    * * * * *

         Krystal Digital  Corporation (the "Company"),  a corporation  organized
and existing under and by virtue of the General  Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

         FIRST:  That the Board of Directors of the Company has approved and its
Stockholders  having a right to vote  thereon have  ratified a  resolution  duly
amending the Restated Certificate of Incorporation of the Company, as follows:

         RESOLVED,  that the  stockholders  consider and vote upon a proposal to
         amend the Company's Restated Certificate of Incorporation providing for
         a 1-for-5 reverse stock split of its shares of common stock;

         SECOND: That a new article of the Restated Certificate of Incorporation
         reading as follows shall be added thereto:

         Pursuant to the  resolution  for a reverse stock split  approved by the
         Stockholders  of  the  Corporation,  the  Board  of  Directors  of  the
         Corporation, acting by Unanimous Written Consent dated__________, 2004,
         declared a 1-for-5  reverse  stock split  effective  upon the filing of
         this certificate of amendment.


         THIRD: That a majority of the Company's  Stockholders have approved the
         amendment   to  the  Restated   Certificate   of   Incorporation   (the
         "Amendment")  pursuant to Section 242 of the General Corporation Law of
         the State of Delaware (the "GCL").

         FOURTH:  That the capital of the Company  shall not be reduced under or
         by reason of said Amendment.

                  IN WITNESS  WHEREOF,  the Company has caused  this certificate
         to be signed by Phillip G. Trad, its President, this __day of ________,
         2004.


                                            By:
                                                -----------------------------
                                                  Phillip G. Trad, President