UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): May
14, 2007
B2Digital,
Incorporated
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-11882
|
84-0916299
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
4425
Ventura Canyon Avenue, Suite 105, Sherman Oaks, CA 91423
(Address
of principal executive offices) (Zip
Code)
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
4.01. Changes in Registrant’s Certifying Accountant
On
May
14, 2007, Larry O’Donnell, CPA, P.C. (“O’Donnell”) resigned as B2Digital,
Incorporated’s (the “Company”) independent registered public accounting firm due
to Securities and Exchange Commission (“SEC”) partner rotation rules, which
required O’Donnell to resign after serving as the Company’s auditor for five
consecutive years.
O’Donnell’s
report on the Company’s financial statements for each of the past two fiscal
years did not contain an adverse opinion or disclaimer of opinion, and were
not
modified as to uncertainty, audit scope or accounting principles, except that
the reports contained a disclosure expressing substantial doubt about the
Company’s ability to continue as a going concern due to significant operating
losses. The
financial statements did not include any adjustments that might result from
the
outcome of this uncertainty.
During
the Company’s two most recent fiscal years and the subsequent interim period
preceding O’Donnell’s resignation, there were no disagreements with O’Donnell on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to
O’Donnell’s satisfaction would have caused O’Donnell to make reference to the
subject matter of the disagreements in connection with its report.
The
Company provided O’Donnell with a copy of this disclosure on Form 8-K prior to
filing it with the SEC, and requested that O’Donnell furnish the Company with a
letter addressed to the SEC stating whether it agrees with the statements made
in this disclosure, and if not, stating the aspects with which it does not
agree. A copy of the letter provided by O’Donnell, dated 18 May, 2007, is
attached to this Form 8-K as an exhibit.
On
May
14, 2007, the Company engaged Moore & Associates, Chartered Accountants and
Advisors (“Moore & Associates”) as its independent registered public
accounting firm. The change in auditors was approved by the Company’s board of
directors. Prior to their engagement, Moore & Associates was not consulted
on any matter relating to the application of accounting principles to a specific
transaction, whether completed or contemplated, or the type of audit opinion
that might be rendered on the Company’s financial statements.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On
May
15, 2007, Igor Loginov resigned as a director of the Company. This resignation
was not due to any disagreement with the Company on any matter related to the
Company’s operations, policies or practices.
Item
8.01. Other Events
The
Company reports the following other events as of May 15, 2007:
(1)
On
its
Form 8-K dated March 13, 2007, the Company reported the acquisition through
its
wholly owned subsidiary, Hotel Movie Network, Inc., a Nevada corporation, of
certain assets of Creative Domain Investments Ltd, an Alberta, Canada company
(“Creative Domain”). Pursuant to the Asset Purchase Agreement with Creative
Domain dated March 13, 2007 (the “Agreement”), the Company purchased 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. In consideration for the assets, 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. This Agreement was filed as an Exhibit
to the Form 8-K dated March 13, 2007.
On
May
15, 2007, the Company issued 400,000 shares to Creative Domain and its designees
pursuant to the Agreement. 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 were issued to an accredited investor. No general solicitation or
advertising was used in connection with the sale of the shares and all shares
were issued with a restrictive legend.
The
Company will file the financial statements of Creative Domain by amendment
to
its Form 8-K dated March 13, 2007 once they are complete.
(2) On
its
Form 8-K dated March 19, 2007, the Company reported that it entered into an
Asset Purchase Agreement (the “Agreement”) with Eagle West Communications, Inc.,
a Nevada corporation and Arizona based cable provider (“Eagle West”). Pursuant
to the Agreement, the Company agreed to purchase from Eagle West substantially
all of the assets relating to the operation of five cable franchises in North
Eastern Arizona. In consideration for the assets, the Company agreed to pay
Eagle West a total of $1,200,000 as follows: $100,000 as an earnest money
deposit due within five days of the execution of the Agreement and payable
against certain debt of Eagle West; 2,500,000 shares of restricted common stock
of the Company valued at $.20 per share (the “Shares”); and a $600,000
convertible promissory note (the “Note”). The Shares have piggy back
registration rights. The Note bears interest of 7.5% until due at the end of
one
year and is convertible into common stock of the Company at $.20 per share.
The
Note is secured by the assets purchased under the Agreement. The Agreement
was
filed as an exhibit to the Form 8-K dated March 19, 2007.
Paul
D.H.
LaBarre is an officer and majority shareholder of Eagle West and an officer,
director and majority shareholder of the Company. Mr. LaBarre abstained from
voting on this transaction. Other than with respect to Mr. LaBarre and the
transaction, there is no material relationship between Eagle West 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.
As
of May
11, 2007, the Company paid the $100,000 earnest money deposit and on May 15,
2007, issued 2,500,000 shares to Eagle West. 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 were issued to an accredited investor. No general
solicitation or advertising was used in connection with the sale of the shares
and all shares were issued with a restrictive legend. The parties are working
through the final closing items for this Agreement, which was originally
scheduled to close on or about April 16, 2007.
(3) On
April
2, 2007, the Company announced that Marcia Pearlstein, an officer and director
of the Company, would retire 48,000,000 shares of common stock in exchange
for
convertible preferred stock. Subsequent to that date, the Company’s board of
directors and Ms. Pearlstein agreed to abandon this transaction and Ms.
Pearlstein will continue to own 48,000,000 shares of the Company’s common stock.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit
No. Description
16.1 Letter
on
change in certifying accountant from Larry O’Donnell, CPA, P.C.
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:
May
18, 2007
B2Digital,
Incorporated
By:
/s/Robert C Russell
Name:
Robert C
Russell
Title:
Chief
Executive Officer