SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
Commission
File Number 0-11882
NOTIFICATION
OF LATE FILING
(Check
One): [_] Form 10-K [_] Form 11-K [_] Form 20-F [ X] Form
10-Q
[_]
Form N-SAR
For
Period Ended: 9/30/07
[_]
Transition Report on Form 10-K
[_]
Transition Report on Form 20-F
[_]
Transition Report on Form 11-K
[_]
Transition Report on Form 10-Q
[_]
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
B2
Digital, Inc.
________________________________________________________________________________
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
PART
II
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;
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|
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X
|
(b)
The subject annual report, semi-annual report, transition
report
on
Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or
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 portion thereof
will
be
filed on or before the fifth calendar day following
the
prescribed
due date; and
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(c)
The accountant's statement or other exhibit required by
Rule
12b-25(c)
has been attached if
applicable.
|
PART
III
NARRATIVE
State
below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q,
N-SAR
or
the transition report portion thereof could not be filed within
the
prescribed
time period. (Attach extra sheets if needed.)
________We
are waiting for information from third parties.
________
________
PART
IV
OTHER
INFORMATION
(1)
Name and telephone number of person to contact in regard to
this
notification
Marcia
Pearlstein 310-281-2571
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(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).
[x]
Yes [_] No
(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.
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(Name
of Registrant as Specified in Charter)
Has
caused this notification to be signed on its behalf by the
undersigned
thereunto
duly authorized.
Date
11/14/07 By [Missing Graphic Reference]
-------------------
---------------------------------------------
Robert
Russell
President
INSTRUCTION:
The form may be signed by an executive officer of the
registrant
or by any other duly authorized representative. The name
and
title
of the person signing the form shall be typed or printed beneath
the
signature.
If the statement is signed on behalf of the registrant by
an
authorized
representative (other than an executive officer), evidence
of
the
representative's authority to sign on behalf of the registrant shall
be
filed
with the form.
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal
Criminal
Violations
(see 18 U.S.C. 1001).
GENERAL
INSTRUCTIONS
1.
This form is required by Rule 12b-25 of the General Rules
and
Regulations
under the Securities Exchange Act of 1934.
2.
One signed original and four conformed copies of this form
and
amendments
thereto must be completed and filed with the Securities and
Exchange
Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the
General
Rules
and Regulations under the Act. The information contained in or filed
with
the
form will be made a matter of public record in the Commission
files.
3.
A manually signed copy of the form and amendments thereto shall be
filed
with
each national securities exchange on which any class of securities of
the
registrant
is registered.
4.
Amendments to the notifications must also be filed on Form 12b-25
but
need
not restate information that has been correctly furnished. The form
shall
be
clearly identified as an amended notification.
5.
ELECTRONIC FILERS. This form shall not be used by electronic
filers
unable
to timely file a report solely due to electronic difficulties.
Filers
unable
to submit a report within the time period prescribed due to
difficulties
in
electronic filing should comply with either Rule 201 or Rule 202
of
Regulation
S-T or apply for an adjustment in filing date pursuant to Rule
13(b)
of
Regulation S-T.