UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): March 13, 2007
B2Digital,
Incorporated
(Exact
name of registrant as specified in its charter)
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Delaware
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0-11882
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84-0916299
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4425
Ventura Canyon Avenue, Suite 105, Sherman Oaks, CA
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91423
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (310) 281-2571
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instructions A.2 below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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EXPLANATORY
NOTE: This amendment to registrant’s Form 8-K filed with the Securities and
Exchange Commission on March 22, 2007 is being filed solely for the purpose
of
filing the correct Exhibit 99.1 to the original report on Form 8-K. An incorrect
Exhibit 99.1 was inadvertently filed with the original report on Form 8-K.
No
changes or additions to the text are being made to the original filing on Form
8-K.
Item
1.01 Entry into a Material Definitive Agreement
On
March
13, 2007, B2Digital, Incorporated, through its wholly owned subsidiary, Hotel
Movie Network, Inc., a Nevada corporation (collectively, the “Company”), entered
into an Asset Purchase Agreement (the “Agreement”) with Creative Domain
Investments Ltd, an Alberta, Canada Ltd (“Creative Domain”). Pursuant to the
Agreement, the Company agreed to purchase from Creative Domain certain assets
utilized for Pay per View, wireless Internet and Voice over IP (VoIP) services
in the hospitality industry and other applications. These assets include design
technology, intellectual properties including all software and source codes
involved in all applications other than ad insertion, a database of Creative
Domain’s transactions, including all customer records and contracts as of
February 2005, and a short term contract to set up and install all software
at
site designated by the Company. In consideration for the assets purchased under
the Agreement, the Company agreed to pay $200,000, in the form of 400,000
restricted shares of common stock of B2Digital, Incorporated valued at $0.50
per
share. The shares have piggy back registration rights and will be issued within
thirty days. The Company agreed to provide Creative Domain a security interest
in the assets to secure its payment and performance under the Agreement. In
connection with the Agreement, Creative Domain agreed to provide a consultant
for the period of one year for additional support if necessary, with the fee
for
such service to be agreed upon by the parties at the time of engagement. The
Agreement is attached hereto as Exhibit 10.1 and is incorporated by reference
herein.
Other
than with respect to the transaction, there is no material relationship between
Creative Domain and the Company or any of its affiliates, or any director or
officer of the Company, or any associate of any such director or officer.
The
closing of the acquisition occurred simultaneously with the execution of the
Agreement. The Company issued a press release announcing the acquisition of
the
assets of Creative Domain on March 13, 2007, a copy of which is attached hereto
as Exhibit 99.1.
Item
2.01. Completion of Acquisition or Disposition of Assets
The
discussion in Item 1.01 is incorporated by reference.
Item
3.02 Unregistered Sales of Equity Securities
On
March
13, 2007, the Company agreed to issue 400,000 shares of common stock pursuant
to
the Asset Purchase Agreement described in Item 1.01 above within thirty days.
The issuance of shares is exempt from registration pursuant to Section 4(2)
of
the Securities Act of 1933, as amended, and/or Regulation D thereunder, as
a
transaction not involving any public offering. The shares are to be issued
to an
accredited investor. No general solicitation or advertising was used in
connection with the sale of the shares and all shares will be issued with a
restrictive legend.
Item
9.01 Financial Statements and Exhibits
(a)
Financial statements of businesses acquired. To
the
extent required, the Company will file financial statements of Creative Domain
by amendment.
(d)
Exhibits
Exhibit
No. Description
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10.1
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Asset
Purchase Agreement dated March 13, 2007 between Hotel Movie Network,
Inc.,
a Nevada corporation, B2Digital, Incorporated and Creative Domain
Investments Ltd, an Alberta, Canada
Ltd
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
March 22, 2007
B2Digital,
Incorporated
By:/s/
Robert C Russell
Name:
Robert Russell
Title:
Chief
Executive Officer