SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2006

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Commission file number: 0-11882

B2DIGITAL, INCORPORATED
(Exact name of registrant as specified in its charter)

Delaware
  
84-0916299
(State or other jurisdiction of
  
(I.R.S. Employer
incorporation or organization)
  
Identification No.)

4425 Ventura Canyon Ave., Suite 105
Sherman Oaks, CA 91423 (Address of principal executive offices)

Registrant's telephone number, including area code: (310) 281-2571

Indicate by check mark whether the registrant (1) has 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 the filing requirements for at least the past 90 days. Yes x No ¨

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 107,500,089 shares of common stock, with a par value of $.00001 per share, as of February 7, 2007.

 
 
 


PART I- FINANCIAL INFORMATION

 
ITEM 1 - FINANCIAL STATEMENTS
  
   
Balance Sheets as of December 31, 2006 (Unaudited) and March 31, 2006
4
   
Statements of Operations (Unaudited) for the Three and Nine Months Ended
December 31, 2006 and December 31, 2005
5
   
Statement of Cash Flows (Unaudited) for the Three and Nine Months Ended
December 31, 2006 and December 31, 2005
6
   
Notes to Financial Statements (Unaudited)
7
   

 
 
 


B2 DIGITAL, INCORPORATED

FINANCIAL STATEMENTS

December 31, 2006 and March 31, 2006


 
 
 

B2 DIGITAL, INCORPORATED
Balance Sheets
 
 ASSETS
  
   
December 31,
  
March 31,
  
   
2006
  
2006
  
   
(Unaudited)
  
 
  
CURRENT ASSETS
            
               
Cash
  
$
172,994
 
$
8,203
 
Accounts receivable
    
61,304
   
40,243
 
               
Total Current Assets
    
234,298
   
48,446
 
               
PROPERTY AND EQUIPMENT
              
               
Hotel equipment
    
150,000
   
150,000
 
Office furniture and equipment
    
955,226
   
955,226
 
Less: accumulated depreciation
    
(1,026,426
)
  
(1,010,226
)
               
Total Property and Equipment
    
78,800
   
95,000
 
               
TOTAL ASSETS
  
$
313,098
 
$
143,446
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
CURRENT LIABILITIES
              
               
Accounts payable and accrued expenses
  
$
1,003,484
 
$
894,407
 
Related party loans payable
    
14,500
   
14,500
 
Notes payable
    
120,000
   
120,000
 
Bonds payable
    
71,250
   
71,250
 
               
Total Current Liabilities
    
1,209,234
   
1,100,157
 
               
LONG-TERM LIABILITIES
              
               
Convertible notes payable
    
638,678
   
1,038,678
 
Note payable related party
    
800,000
   
800,000
 
               
Total Long Term Liabilities
    
1,438,678
   
1,838,678
 
               
TOTAL LIABILITIES
    
2,647,912
   
2,938,835
 
               
STOCKHOLDERS' EQUITY (DEFICIT)
              
               
Preferred stock, Series A; $0.00001 par value; 50,000,000
             
shares authorized; 1,800,000 shares issued and outstanding
    
-
   
-
 
Preferred stock, Series B; $0.00001 par value; 40,000,000
              
shares authorized, -0- shares issued and outstanding
    
-
   
-
 
Common stock; $0.00001 par value; 5,000,000,000 shares
              
authorized; 83,500,089 and 963,971 shares issued and
              
outstanding, respectively
    
835
   
10
 
Additional paid-in capital
    
9,935,553
   
8,443,850
 
Stock subscriptions receivable
    
(186,940
)
  
(40,000
)
Accumulated deficit
    
(12,084,262
)
  
(11,199,249
)
               
Total Stockholders' Equity (Deficit)
    
(2,334,814
)
  
(2,795,389
)
               
TOTAL LIABILITIES AND STOCKHOLDERS'
              
EQUITY (DEFICIT)
  
$
313,098
 
$
143,446
 
 
 

The accompanying notes are an integral part of these financial statements.
 
2
 


B2 DIGITAL, INCORPORATED
Statements of Operations (Unaudited)


   
For the Three
  
For the Nine
  
   
Months Ended
  
Months Ended
  
   
December 31,
  
December 31,
  
   
2006
  
2005
  
2006
  
2005
  
                       
                       
REVENUES
  
$
43,483
 
$
148,398
 
$
220,799
 
$
419,005
 
                           
COST OF SALES
    
20,896
   
43,390
   
102,300
   
150,487
 
                           
 GROSS PROFIT
    
22,587
   
105,008
   
118,499
   
268,518
 
                           
EXPENSES
                      
                           
General and administrative
    
194,360
   
389,774
   
881,137
   
1,000,876
 
Bad debts
    
-
   
-
   
40,000
   
-
 
Research and development
    
-
   
-
   
-
   
10,000
 
                           
 Total Expenses
    
194,360
   
389,774
   
921,137
   
1,010,876
 
                           
 OPERATING LOSS
    
(171,773
)
  
(284,766
)
  
(802,638
)
  
(742,358
)
                           
OTHER INCOME (EXPENSES)
                          
                           
Interest expense
    
(48,875
)
  
(33,750
)
  
(87,375
)
  
(82,750
)
Other income
    
5,000
   
-
   
5,000
   
-
 
                   
 Total Other Income (Expense)
    
(43,875
)
  
(33,750
)
  
(82,375
)
  
(82,750
)
                           
                           
 NET LOSS
  
$
(215,648
)
$
(318,516
)
$
(885,013
)
$
(825,108
)
                           
                           
 BASIC LOSS PER SHARE
  
$
(0.00
)
$
(0.87
)
$
(0.02
)
$
(2.25
)
                           
 WEIGHTED AVERAGE
                          
 NUMBER OF SHARES
                          
 OUTSTANDING
    
71,814,333
   
367,000
   
41,366,540
   
367,000
 

The accompanying notes are an integral part of these financial statements.

 
3
 


B2 DIGITAL, INCORPORATED
Statements of Cash Flows (Unaudited)
 
   
For the Nine
Months Ended
December 31,
  
   
2006
  
2005
  
CASH FLOWS FROM OPERATING ACTIVITIES
          
               
Net loss
  
$
(885,013
)
$
(825,108
)
Adjustments to reconcile net loss to net cash
              
provided (used) by operating activities:
              
Depreciation
    
16,200
   
20,193
 
Bad debt expense
    
40,000
   
-
 
Common stock issued for services
    
90,000
   
737,810
 
Changes in operating assets and liabilities
              
Increase in accounts receivable
    
(61,061
)
  
(51,921
)
Increase in inventory
    
286,251
   
1,050
 
Increase in prepaid expenses
    
-
   
12,790
 
Increase (decrease) in accounts payable
    
209,077
   
91,031
 
               
Net Cash Used by Operating Activities
    
(304,546
)
  
(14,155
)
               
               
CASH FLOWS FROM INVESTING ACTIVITIES
    
-
   
-
 
               
               
CASH FLOWS FROM FINANCING ACTIVITIES
              
               
Decrease in subscriptions receivable
    
23,955
   
10,000
 
Sale of common stock for cash
    
445,382
   
-
 
               
Net Cash Provided by
             
Financing Activities
    
469,337
   
10,000
 
               
NET DECREASE IN CASH
    
164,791
   
(4,155
)
               
CASH AT BEGINNING OF PERIOD
    
8,203
   
5,711
 
               
CASH AT END OF PERIOD
  
$
172,994
 
$
1,556
  
             
CASH PAID FOR:
            
             
Interest
  
$
-
 
$
-
  
Income Taxes
  
$
-
 
$
-
  
               
SUPPLIMENTAL SCHEDULE OF NON-CASH AND
              
INVESTING ACTIVITIES
              
               
Common stock issued for services
  
$
90,000
 
$
737,810
  
Common stock issued for debt
  
$
215,000
 
$
400,000
  

The accompanying notes are an integral part of these financial statements.

 
4
 

B2 DIGITAL, INCORPORATED
Notes to the Consolidated Financial Statements
December 31, 2006 and March 31, 2006

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at December 31, 2006 and 2005 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's March 31, 2006 audited financial statements. The results of operations for the periods ended December 31, 2006 and 2005 are not necessarily indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred losses from operations which have resulted in an accumulated deficit of approximately $11,800,000 at December 31, 2006, which together raises substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty. Management believes that the Company will generate sufficient revenue and commissions through its licensing agreements and hotel pay-per-view to cover operating expenses in the future, although no assurance of this can be given.

NOTE 3 - SIGNIFICANT EVENTS

On February 7, 2006 the Company elected to perform a reverse-split of its common stock. On February 23, 2006, the Company selected a one share for 1,000 share basis for the reverse split. The Company had 1,493,971 post-split shares issued and 1,751,341 post-split shares outstanding immediately following the completion of the stock-split, which became effective on June 16, 2006.

During the nine months ended December 31, 2006, the Company issued 180,000 post-split shares of common stock for services rendered at $0.50 per share. In addition, the Company issued 18,100,000 post-split common shares in exchange for cash and subscriptions receivable. The Company also issued 15,000,000 shares as payment on certain company debts.

During the period ended December 31, 2006, the Company elected to write-off $40,000 in stock subscriptions receivable pertaining to common stock issued in prior period. Management made the determination that the collection of this receivable within the next fiscal year was very unlikely. The Company recorded bad debt expense in the amount of $40,000 pertaining to this action.

During the third fiscal quarter of 2006 the Company was notified that an independent investment company had obtained a legal judgment against the Company in the amount of $93,148. This amount has been accrued as a current liability in the December 31, 2006 financial statements.

 
 
 

B2 DIGITAL, INCORPORATED
Notes to the Consolidated Financial Statements
December 31, 2006 and March 31, 2006

NOTE 3 - SIGNIFICANT EVENTS (Continued)

During the third fiscal quarter of 2006, an the Company issued 48,000,000 post-split common shares to an officer of the Company, in exchange for the officer converting 200,000 Series A preferred shares at a one share for 240 shares basis.

On July 5, 2006 the Company’s Board of Directors designated 40,000,000 shares of preferred stock, $0.00001 par value, as Series B Convertible Preferred Stock. The Series B does not have any voting rights with the common stockholders and does not have a liquidation preference, does not accrue, earn, or participate in any dividends and is not subject to redemption. Twelve months after the original issuance date, but not before, each outstanding share of Series B Convertible Preferred Stock may be converted at the option of the holder into five (5) shares of common stock.

On October 19, 2006, the Company began an overseas offering of the Series B preferred stock at $0.03 per share, pursuant to Regulation S. At December 31, 2006, the Company had yet to issue any of the Series B preferred stock.

NOTE 4 - SUBSEQUENT EVENTS

On January 7, 2007, the Company issued 24,000,000 common shares to its C.E.O., in exchange for the C.E.O. converting 100,000 Series A preferred shares on a one-share-for-240-shares basis.


 
 
 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Report on Form 10-QSB contains forward-looking statements, including, without limitation, statements concerning our possible or assumed future results of operations. These statements are preceded by, followed by or include the words "believes," "could," "expects," "intends" "anticipates," or similar expressions. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons including: our ability to continue as a going concern, adverse economic changes affecting markets we serve; competition in our markets and industry segments; our timing and the profitability of entering new markets; greater than expected costs, customer acceptance of wireless networks or difficulties related to our integration of the businesses we may acquire and other risks and uncertainties as may be detailed from time to time in our public announcements and SEC filings. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and our future results, levels of activity, performance or achievements may not meet these expectations. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law.

The discussion and financial statements contained herein are for the three and nine months ended December 31, 2006 and 2005. The following discussion should be read in conjunction with our financial statements and the notes thereto included herewith.

THREE MONTHS PERIOD ENDED DECEMBER 31, 2006 AS COMPARED TO THREE MONTHS ENDED DECEMBER 31, 2005

RESULTS OF OPERATIONS

NET REVENUE

We generated consolidated net revenues of $43,483 for the three month period ended December 31, 2006, as compared to $148,398 for the three month period ended December 31, 2005. The decrease in revenues for this quarter when compared to the same quarter last year is due primarily to the loss of one client of Hotel Movie Network.

COST OF SALES

We incurred Cost of Sales of $20,896 for the three month period ended December 31, 2006, as compared to $43,390 for the three month period ended December 31, 2005. Our Cost of Sales decreased for this quarter when compared to the same quarter last year due primarily to the loss of one client of Hotel Movie Network.

GROSS PROFIT

We generated gross profit of $22,587 for the three month period ended December 31, 2006, as compared to $105,008 for the three month period ended December 31, 2005. The decrease in gross profit for this quarter when compared to the same quarter last year is due primarily to decreased sales and cost of sales, partially offset by a decrease in programming costs.

 
 
 

GENERAL, ADMINISTRATIVE AND SELLING EXPENSES

We incurred general and administrative costs of $194,360 for the three month period ended December 31, 2006 as compared to $389,774 for the three month period ended December 31, 2005, respectively. General and administrative expenses in the current period decreased due to a decrease in fees incurred through the issuance of common stock for professional and consulting fees.

NET LOSS

We had a loss before taxes of $215,648 for the three month period ended December 31, 2006 as compared to a loss before taxes of $318,516 for the three month period ended December 31, 2005. The decreased loss in the current period results primarily from decreased general and administrative expenses, partially offset by a decreased gross profit.

BASIC AND DILUTED LOSS PER SHARE

Our basic and diluted loss per share for the three month period ended December 31, 2006 was $0.00, compared a loss per share of $0.87 during the corresponding period ended December 31, 2005.

NINE MONTHS PERIOD ENDED DECEMBER 31, 2006 AS COMPARED TO THE NINE MONTHS ENDED DECEMBER 31, 2005

RESULTS OF OPERATIONS

NET REVENUE

We generated consolidated net revenues of $220,799 for the nine month period ended December 31, 2006, as compared to $419,005 for the nine month period ended December 31,, 2005. The decrease in revenues for this quarter when compared to the same quarter last year is due primarily to the loss of one client of Hotel Movie Network.

COST OF SALES

We incurred Cost of Sales of $102,300 for the nine month period ended December 31, 2006, as compared to $150,487 for the nine month period ended September 31, 2005. Our Cost of Sales decreased for this quarter when compared to the same quarter last year due primarily to the loss of one client of Hotel Movie Network.

GROSS PROFIT

We generated gross profit of $118,499 for the nine month period ended December 31, 2006, as compared to $268,518 for the nine month period ended December 31, 2005. The decrease in gross profit for this quarter when compared to the same quarter last year is due primarily to decreased sales and cost of sales, partially offset by a decrease in programming costs.


 
 
 


GENERAL, ADMINISTRATIVE AND SELLING EXPENSES

We incurred general and administrative costs of $921,137 for the nine month period ended December 31, 2006 as compared to $1,010,876 for the nine month period ended December 31, 2005, respectively. General and administrative expenses in the current period increased due to primarily to fees incurred through the issuance of common stock for professional and consulting fees.

NET LOSS

We had a loss before taxes of $885,013 for the nine month period ended December 31, 2006 as compared to a loss before taxes of $825,108 for the nine month period ended December 31, 2005. The increase in loss is due primarily to decreased sales, and a smaller gross profit in the current period..

BASIC AND DILUTED LOSS PER SHARE

Our basic and diluted loss per share for the nine month period ended December 31, 2006 was $(0.02), compared a loss per share of ($2.25) during the corresponding period ended December 31, 2005.

LIQUIDITY AND CAPITAL RESOURCES

Our independent auditor has issued a "going concern" qualification as part of its opinion in the Audit Report dated June 23, 2006 for the year ended March 31, 2006. We do not currently have sufficient capital to meet our short-term cash requirements. We will continue to need to raise additional funds to conduct our business activities in the next twelve months. We owe approximately $1,200,000 in current liabilities. Additionally, we currently estimate that we will need approximately $1,000,000 to continue operations for the upcoming twelve months. These operating costs include general and administrative expenses and the deployment of inventory. The Company is raising funds through the sale of its common stock and is the process of Preferred stock offering.

ITEM 3. CONTROLS AND PROCEDURES

We have established disclosure controls and procedures to ensure that material information relating to us, including our subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors.

Evaluation of disclosure controls and procedures. Our management, with the participation of our chief executive officer and interim chief financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-QSB. Based on this evaluation, our chief executive officer and interim chief financial officer concluded that these disclosure controls and procedures are effective and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the requisite time periods.

Changes in internal controls. There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 
 
 


Part II - OTHER INFORMATION

Item 1. Legal Proceedings.

In July 2003, we were served with a lawsuit from William B. Krusheski in United States District Court for Southern District of California. The complaint sought in excess of $75,000 on a note allegedly due and $135,000 in other compensatory damages. In June 2004, the county court of San Diego, California awarded a default judgment in favor of Mr. Krusheski in the amount of $135,000. The company has offered payments of $5,000 per month until the debt is settled. We have to date had no response from Mr. Krusheski.

In July, 2006, the company was advised that Golden Gate Investors, Inc. holds a default judgment in the amount of $93,148 (including costs and attorney’s fees) against the Company allegedly pursuant to a stock sale agreement dated January 14, 2005, as amended. We are in preliminary negotiations to settle this matter with Golden Gate, although there is no assurance that we will be able to do so.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Equity

Sale of common stock for cash and subscriptions receivable
 
During the three months ended December 31, 2006, the Company sold 13,500,000 shares of common stock for cash and subscriptions receivable totaling $356,473. Of this amount, $170.895 had not been collected as of December 31, 2006, and was classified as stock subscription receivable.. The shares were sold to a non-U.S. investor in reliance on Section 4(2) and/or Regulation S, with the investor representing that, among other things, it is not a U.S. person within the meaning of Regulation S, with appropriate legends contained within the offering documents and placed on the shares, and with no selling efforts made within the U.S
 
Shares Issued for Debt

During the three months ended December 31, 2006, the Company issued 10,000,000 shares of common stock valued at $115,000 as payment for $400,000 in debt. Because the debt is payable to a related parrty, the remaining $285,000 has been classified as additional paid-in capital. The shares were sold to a non-U.S. investor in reliance on Section 4(2) and/or Regulation S, with the investor representing that, among other things, it is not a U.S. person within the meaning of Regulation S, with appropriate legends contained within the offering documents and placed on the shares, and with no selling efforts made within the U.S


 
 
 

Item 3. Defaults Upon Senior Securities.

Not Applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

Not Applicable.

Item 5. Other Information.

On July 5, 2006, the Board of Directors designated 40,000,000 shares of preferred stock, $.00001 par value, as Series B Convertible Preferred Stock. The Series B does not have any voting rights with the common stockholders and does not have a liquidation preference, does not accrue, earn or participate in any dividends and is not subject to redemption. Twelve months after the original issuance date, but not before, each outstanding share of Series B Convertible Preferred Stock may be converted at the option of the holder into five (5) shares of common stock. Subsequent to September 30, 2006, on or about October 19, 2006, the Company began an overseas offering of the Series B at $.03 per share pursuant to Regulation S. As of the date of this filing, the Company has issued an aggregate of 2,000,000 shares of Series B to two overseas investors, but has not delivered or received payment for the shares, which is dependant on certain conditions including DTC eligibility for the shares. There is no assurance that the Company will be able to obtain DTC eligibility for the Series B and/or complete this offering.

Subsequent to December 31, 2006, the Company issued 24,000,000 common shares to an officer of the Company, in exchange for the officer converting 100,000 Series A preferred shares at a one share for 240 shares basis.


 
 
 

Item 6. Exhibits

EXHIBIT NO.
  
DESCRIPTION
     
2.1
  
Asset Purchase Agreement between the Company and Hotel Movie Network, Inc., dated March 31, 2003 (incorporated by reference to Exhibit 10 of the Form 8-K filed on April 18, 2003).
     
3.1(a)
  
Restated Articles of Incorporation (filed as an exhibit to the company's Form 8-K filed on October 19, 2001 and incorporated by reference herein)
     
3.1(b)
  
Amendment to Articles of Incorporation (Incorporated by reference from 10QSB dated December 31, 2004).
     
3.1(c)
  
Certificate of Designation of Series A Convertible Preferred Stock (incorporated by reference to Form 10-KSB for March 31, 2005)
     
3.1(d)
  
Certificate of Amendment to Certificate of Incorporation (incorporated by reference from Schedule 14C filed November 28, 2005)
     
3.1(e)
  
Certificate of Amendment to Certificate of Incorporation (incorporated by reference from Form 8-K filed June 16, 2005)
     
3.1(f)
  
Certificate of Designation of Series B Convertible Preferred Stock (incorporated by reference from Form 10-KSB filed July 14, 2006)
     
3.2
  
Bylaws (incorporated by reference to Exhibit 3.2 of the company's Registration Statement on Form S-18, Registration No. 2-86781-D)
     
4.1
  
2005 Non-Qualified Stock Compensation Plan (filed as Exhibit 10.1 to the Company's Form S-8 filed on January 11, 2005 and incorporated by reference herein).
     
4.2
  
August 2005 Non-Qualified Stock Compensation Plan (filed as Exhibit 10.1 to the Company's Form S-8 filed on August 19, 2005 and incorporated by reference)
     
10.1
  
Consultant Agreement with Marcia A. Pearlstein (incorporated by reference from Form 10-QSB dated September 30, 2004).
     
10.2
  
Employment Agreement with Robert Russell (Effective January 25, 2005) (Incorporated by reference from 10QSB dated December 31, 2004).
     
10.3
  
Employment Agreement with Paul La Barre (Filed as Exhibit 10.2 and incorporated by reference to Form 8-K filed October 4, 2005).
     
10.4
  
Trust Agreement (incorporated by reference from Form 10-KSB filed July 14, 2006)
     
31.1
  
Section 302 Certification of the Chief Executive Officer.
     
31.2
  
Section 302 Certification of the Interim Chief Financial Officer.
     
32.1
  
Section 906 Certification of the Chief Executive Officer and Interim Chief Financial Officer

 
 
 


SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated February 14, 2007

B2DIGITAL, INCORPORATED

By: /s/ Robert Russell
Robert Russell, President, Chief Executive Officer

/s/   Marcia Pearlstein
Marcia Pearlstein, Secretary and Interim Chief Financial Officer