SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
Commission
File Number 000-11882
CUSIP
Number 11777J 20 5
NOTIFICATION
OF LATE FILING
(Check
One): |_| Form 10-K |_| Form 11-K |_| Form 20-F |X| Form 10-Q
[
] Form
10-D |_| Form N-SAR [ ] Form N-CSR
For
Period Ended: June 30, 2007
|_|
Transition Report on Form 10-K
|_|
Transition Report on Form 20-F
|_|
Transition Report on Form 11-K
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Transition Report on Form 10-Q
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Transition Report on Form N-SAR
For
the Transition Period Ended:
Read
attached instruction sheet before preparing form. Please print or type.
Nothing
in this form shall be construed to imply that the Commission has verified
any information contained herein.
If
the
notification relates to a portion of the filing checked above, identify the
item(s) to which the notification relates:
PART
I
REGISTRANT
INFORMATION
B2DIGITAL,
INCORPORATED
Full
Name of Registrant
Former
Name if Applicable
4425
Ventura Canyon Ave., Suite 105
Address
of Principal Executive Office (Street and Number)
Sherman
Oaks, CA 91423
City,
State and Zip Code
RULE
12b-25(b) AND (c)
If
the
subject report could not be filed without unreasonable effort or expense and
the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate.)
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(a)
The
reasons described in reasonable detail in Part III of this
form
could not be eliminated without unreasonable effort or
expense;
(b)
The
subject annual report, semi-annual report, transition
report
on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or Form N-CSR
or
|X|
| portion
thereof will be
filed on or before the 15th calendar
day
following the prescribed due date; or the subject
quarterly
report or transition report on Form 10-Q, or subject distribution
report
on Form 10-D or portion
thereof
will be filed on or before the fifth calendar day
following
the
prescribed due date; and
(c)
The
accountant's statement or other exhibit required by Rule
12b-25(c)
has
been attached if applicable.
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PART
III
NARRATIVE
State
below in reasonable detail why Forms 10-K, 11-K, 20-F, 10-D, 10-Q, N-SAR, N-CSR
or the transition report or portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
The
Company has not been able to compile the financial data and other narrative
information necessary to enable it to complete the Company's Quarterly Report
on
Form 10-QSB by August 14, 2007 without unreasonable effort and expense.
OTHER
INFORMATION
(1)
Name
and telephone number of person to contact in regard to this notification
Marcia
Pearlstein (310) 281-2571
(Name)
(Area Code) (Telephone Number)
(2)
Have
all other periodic reports required under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is no, identify
report(s). || Yes |X| No
The
Registrant has not yet filed an amendment to its Current Report on Form 8-K
filed with the Securities and Exchange Commission on March 22, 2007, and amended
on March 23, 2007, to include financial statements related to the Registrant’s
acquisition of certain assets of Creative Domain Investments, Ltd.
(3)
Is it
anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof? |_| Yes
|X|
No
If
so:
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
B2DIGITAL,
INCORPORATED
(Name
of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
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Date
August 13, 2007 By /s/ Robert Russell
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Robert
Russell
President
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