UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549-1004
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) December 5,
2007
B2
Digital, Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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Delaware
0-11882
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84-0916299
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(State
of Incorporation)
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Commission
file number
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(I.R.S.
Employer
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Identification
No.)
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4425
Ventura Canyon Ave, Suite 105, Sherman Oaks, CA 91423
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(Address
of principal executive offices, zip code)
(310)-281-2571
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(Registrant's
telephone number, including area code)
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(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 Instruction A.2. below):
[_]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
[_]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[_]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange
Act (17 CFR 240.13e-4(c)
Item
4.02
Non-Reliance on Previously issued Financial Statements or a Related Audit Report
or Completed Interim Review
On
December 4, 2007, B2 Digital, Inc, ("the Company") determined, after discussions
with its independent public accounting firm, Moore & Associates, that the
Company had filed its unaudited financial statements as of September 30, 2007
on
Form 10-QSB before Moore & Associates had fully completed its review of the
quarterly report for the period ended. Because of such it was determined that
the Company’s unaudited financial statements for the quarter ended September 30,
2007 should no longer be relied upon.
The
Registrant will file restated financial statements as an amendment to the
quarterly report with the SEC on the appropriate forms as soon as possible.
The
Company has discussed the matters disclosed in this current report, on Form
8K,
with Moore & Associates. The restated financial statements included in the
forthcoming amended 10-QSB will be identical to those filed on November 29,
2007.
SIGNATURE
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:
December 5, 2007 |
/s/
Marcia Pearlstein |
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Marcia Pearlstein |
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Interim Chief Financial
Officer |
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