UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                                (Amendment No. )*
                                       --


                                K2 DIGITAL, INC.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                     COMMON STOCK, $.01 PAR VALUE PER SHARE
-------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    482731106
                               ------------------
                                 (CUSIP Number)

                                DECEMBER 21, 2001
-------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

           [   ]          Rule 13d-1(b)

           [ X ]          Rule 13d-1(c)

           [   ]          Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).













                                  SCHEDULE 13G


CUSIP No.482731106                                  Page 2 of 4  Pages
         ---------                                      ---  ---


 1           NAME OF REPORTING PERSON
             S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

               Joseph Besecker


 2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                (See Instructions)

             (a)  ______
             (b)  ______


 3           SEC USE ONLY


 4           CITIZENSHIP OR PLACE OF ORGANIZATION

                      United States


                    5.      SOLE VOTING POWER

                                 250,000
      NUMBER OF
       SHARES       6.      SHARED VOTING POWER
    BENEFICIALLY
      OWNED BY                     0
        EACH        7.      SOLE DISPOSITIVE POWER
      REPORTING
       PERSON                   250,000
        WITH
                    8.      SHARED DISPOSITIVE POWER

                                  0



9            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                 250,000

10           CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
             CERTAIN SHARES (See Instructions)



11           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                 5.02%

12           TYPE OF REPORTING PERSON (See Instructions)

                      IN







Schedule 13G                                                    Page 3 of 4



ITEM 1.

           (a)       The name of the issuer is K2 Digital, Inc.

           (b)       The address of the issuer's principal executive office is
                     30 Broad Street, New York, New York, 10004.

ITEM 2.

           (a)       The name of the person filing is Joseph Besecker.

           (b)       The address of the principal office of the person filing is
                     1703 Oregon Pike, Suite 101, Lancaster, PA 17605-0666.

           (c)       Citizenship is the United States.

           (d)       The title of class of security is common stock, $.01 par
                     value per share.

           (e)       The CUSIP number is 482731106.

ITEM 3.

           Not applicable.

ITEM 4.

           (a)       The amount beneficially owned is 250,000 shares.

           (b)       The percent of class is 5.02%.

           (c)(i)    The number of shares as to which there is sole voting
                     power is 250,000.

           (c)(ii)   The number of shares as to which there is shared voting
                     power is 0.

           (c)(iii)  The number of shares as to which there is sole dispositive
                     power is 250,000.

           (c)(iv)   The number of shares as to which there is shared
                     dispositive power is 0.

ITEM 5.

           If this statement is being filed to report the fact that as of the
           date hereof the reporting person has ceased to be the beneficial
           owner of more than five percent of the class of securities, check the
           following [ ].








SCHEDULE 13G                                                    PAGE 4 OF 4



ITEM 6.

           No other person has the right to receive or the power to direct the
           receipt of dividends from, or the proceeds from the sale of, such
           securities.

ITEM 7.

           Not applicable as a parent holding company has not filed this
           schedule.

ITEM 8.

           Not applicable as a group has not filed this schedule.

ITEM 9.

           Not applicable.

ITEM 10.

           By signing below I certify that, to the best of my knowledge and
           belief, the securities referred to above were not acquired and are
           not held for the purpose of or with the effect of changing or
           influencing the control of the issuer of the securities and were not
           acquired and are not held in connection with or as a participant in
           any transaction having that purpose or effect.


                                    SIGNATURE

           After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.



                                               DECEMBER 28, 2001
                                               --------------------------------
                                               Date

                                               /S/ JOSEPH BESECKER
                                               --------------------------------
                                               Signature

                                               JOSEPH BESECKER
                                               --------------------------------
                                               Name/Title