-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RIwzQ/L5FURg1YQiW9Nhlb/o+7Wig2Cj+vZv5w5k8yd1G85vmy+dk7s7bBGPoEPB PaYVgm22YYg/tThAfdEITQ== 0001144204-05-038124.txt : 20051129 0001144204-05-038124.hdr.sgml : 20051129 20051129163035 ACCESSION NUMBER: 0001144204-05-038124 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050930 FILED AS OF DATE: 20051129 DATE AS OF CHANGE: 20051129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: B2Digital, Inc. CENTRAL INDEX KEY: 0000725929 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-VIDEO TAPE RENTAL [7841] IRS NUMBER: 840916299 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-11882 FILM NUMBER: 051232335 BUSINESS ADDRESS: STREET 1: 1926 HOLLYWOOD BLVD STREET 2: SUITE 208 CITY: HOLLYWOOD STATE: FL ZIP: 33020 BUSINESS PHONE: 9546200208 MAIL ADDRESS: STREET 1: 1926 HOLLYWOOD BLVD STREET 2: SUITE 208 CITY: HOLLYWOOD STATE: FL ZIP: 33020 FORMER COMPANY: FORMER CONFORMED NAME: TELECOMMUNICATION PRODUCTS INC DATE OF NAME CHANGE: 19920703 10QSB 1 v030587_10qsb.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2005 or |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-11882 B2DIGITAL, INCORPORATED (Exact name of registrant as specified in its charter) Delaware 84-0916299 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1030 South Mesa Drive., Mesa, Arizona 85210 (address of principal executive offices) Registrant's telephone number, including area code: (310) 281-2571 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 893,970,939 shares of common stock, with a par value of $.001 per share, as of November 10, 2005. ITEM 1 - FINANCIAL STATEMENTS Balance Sheets (Unaudited) as of September 30, 2005........................... 3 Statements of Operations (Unaudited) for the Three Months Ended September 30, 2005 and September 30, 2004..................................... 4 Statements of Stockholders' Equity (Unaudited) for the Three Months Ended September 30, 2005............................................... 5 Statement of Cash Flows (Unaudited) for the Three Months Ended September 30, 2005 and 2004................................................... 6 Notes to Financial Statements (Unaudited)..................................... 7 ITEM 1 - FINANCIAL STATEMENTS B2DIGITAL, INC. BALANCE SHEETS (Unaudited)
September 30, March 31, 2005 2005 ------------ ------------ ASSETS - ------ CURRENT ASSETS Cash $ 218 $ 5,711 Accounts receivable 92,793 76,744 Inventories 286,251 287,301 Prepaid expenses 12,790 ------------ ------------ Total current assets 379,262 382,546 ------------ ------------ PROPERTY AND EQUIPMENT Net Equipment, net 106,796 120,258 ------------ ------------ TOTAL ASSETS $ 486,058 $ 502,804 ============ ============ LIABILITIES AND STOCKOLDERS' EQUITY - ----------------------------------- CURRENT LIABILITIES Accounts payable and accruals: $ 721,585 $ 528,049 Related party loans payable 37,500 242,000 Note payable 120,000 120,000 Bond payable 75,000 75,000 ------------ ------------ Total current Liabilities 954,085 965,049 ------------ ------------ Convertible notes payable 1,038,678 1,438,678 Note payable related party 800,000 800,000 ------------ ------------ 1,838,678 2,238,678 ------------ ------------ STOCKHOLDERS' DEFICIENCY Preferred stock non voting $.001 par value: 50,000,000 shares authorized, 2,000,000 shares issued; 516 516 Additional paid in capital preferred stock 515,484 515,484 Common stock $.001 par value: 900,000,000 shares authorized; 878,970,939 and 336,870,939 shares issued and outstanding 878,971 336,870 Additional paid in capital 6,680,849 6,332,140 Accumulated deficit (10,342,525) (9,835,933) Stock subscription receivable (40,000) (50,000) ------------ ------------ Total stockholders' equity $ (2,306,705) $ (2,700,923) ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQIUTY $ 486,058 $ 502,804 ============ ============
See notes to financial statements 3 B2DIGITAL, INC. STATEMENT OF OPERATIONS (Unaudited) September 30, September 30, Three Months Ended: 2005 2004 - ------------------- ------------- ------------- REVENUES $ 139,920 $ 154,474 ------------- ------------- EXPENSES Cost of sales 58,358 $ 86,979 Selling, general and administration 182,878 976,482 Interest 33,750 33,580 ------------- ------------- Total expenses $ 274,986 $ 1,097,041 ------------- ------------- NET INCOME (LOSS) $ (135,066) $ (942,867) ============= ============= Basic and diluted earnings per share Net income (loss) $ (.000) $ (.007) ============= ============= WEIGHTED-AVERAGE COMMON SHARES 507,155,000 119,984,000 OUTSTANDING September 30, September 30, Six Months Ended: 2005 2004 - ----------------- ------------- ------------- REVENUES $ 270,607 $ 366,415 ------------- ------------- EXPENSES Cost of sales 107,097 $ 160,343 Research and development 10,000 Selling, general and administration 611,102 1,509,631 Interest 49,000 61,340 ------------- ------------- Total expenses $ 777,199 $ 1,731,314 ------------- ------------- NET INCOME (LOSS) $ (506,592) $ (1,364,899) ============= ============= Basic and diluted earnings per share Net income (loss) $ (.001) $ (.015) ============= ============= WEIGHTED-AVERAGE COMMON SHARES 507,155,000 89,355,000 OUTSTANDING See notes to financial statements 4 B2DIGITAL, INC. STATEMENTS OF STOCKHOLDERS DEFICIENCY (Unaudited) SIX MONTHS ENDING SEPTEMBER 30, 2005 - ------------------------------------
Additional Additional Common Stock Paid in Preferred Stock Paid in Accumulated Shares Amount Capital Shares Amount Capital Deficit ------------ ------------ ------------ ------------ ------------ ------------ ------------ Balance, March 31, 2005 336,870,939 $ 336,870 $ 6,332,140 516,000 $ 516 $ 515,484 $ (9,835,933) Issuance of common stock for services based on value of services performed 102,100,000 102,101 348,709 Issuance of common stock for retirement of note payable and interest 440,000,000 440,000 Net loss for the period (506,592) Balance, Sept 30, 2005 878,970,939 $ 878,971 $ 6,680,849 516,000 $ 516 $ 515,484 (10,342,525)
See notes to financial statements 5 B2DIGITAL, INC. STATEMENT OF CASH FLOWS (Unaudited) SIX MONTHS ENDING SEPTEMBER 30, 2005 - ------------------------------------ CASH FLOWS FROM OPERATING ACTIVITIES: September 30, September 30, Six Months Ended: 2005 2004 - ----------------- ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (506,592) $ (1,364,899) Adjustments to reconcile net income to net cash provided by operating activities Depreciation 13,462 57,312 Stock issued for services and interest 490,810 847,700 (Increase) decrease in accounts receivable (16,049) (14,299) inventory 1,050 7,828 prepaid expenses 12,790 Increase (decrease) in accrued expenses and accounts payable (10,964) (1,282) ------------ ------------ Total cash (used) provided by operating activities $ (15,493) $ (467,640) CASH FROM INVESTING ACTIVITIES Payment for B2Network (50,000) Purchase of equipment (5,523) ------------ ------------ Total cash (used) provided by operating activities $ $ (55,523) CASH FROM FINANCING ACTIVITIES Issuance of common stock 426,332 Decrease in stock subscription receivable 10,000 Increase in notes payable 120,000 ------------ ------------ Total cash provided by Financing activities $ 10,000 $ 546,332 Increase in cash $ (5,493) $ 23,169 Beginning cash balance $ 5,711 1,093 ------------ ------------ Ending cash balance $ 218 $ 24,262 ------------ ------------ SUPPLEMENTAL SCHEDULE OF NON-CASH AND INVESTING ACTIVITIES Preferred stock converted notes payable $ 800,000 Issuance of shares for services and interest $ 490,810 $ 847,700 Issuance of shares for B2network $ 100,000 Issuance of shares for notes payable $ 400,000 See notes to financial statements 6 B2DIGITAL, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited) SIX MONTHS ENDING SEPTEMBER 30, 2005 - -------------------------------------- 1. The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions for Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These statements should be read in conjunction with the financial statements and notes thereto included in the Company's Form 10-K for the year ended March 31, 2005. 2. Summary of Significant Accounting Policies Going-Concern Basis - The accompanying financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements, as of September 30, 2005, there was an accumulated deficit of $10,342,525 and a net stockholders' deficiency of $2,306,705. These factors, among others, may indicate that the Company will be unable to continue as a going concern. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing as may be required, and ultimately to attain successful operations. Management is of the opinion that enhanced marketing efforts will enable the Company to increase revenues sufficiently to sustain operations. The trend of losses is expected to continue at approximately the current rate, until a revenue generating business which can operate on at least a break even basis can be achieved. There is no assurance that any such business can be achieved. B2DIGITAL,INC. NOTES TO FINANCIAL STATEMENTS (Unaudited) September 30, 2005 1. DESCRIPTION OF BUSINESS General We incorporated in the state of Colorado on June 8, 1983. We were administratively dissolved in 1997 and, as a part of winding up of our affairs, the directors acting as trustees, entered into a Plan of Merger in 1999 with Telecommunication Products, Inc. a newly formed entity and merged into it. The predecessor business was to act as a developer of data compression technology and video-conferencing software but ventured into other market opportunities. We failed in our business efforts prior to 2002. On July 20, 2004, Telecommunication Products, Inc. changed its name to B2Digital, Inc. and reincorporated in the State of Delaware. 7 We provide in-room, on-demand video entertainment and satellite services to the lodging industry. Our technology delivers DVD-quality images via traditional cable networks and satellite channels. We also provide pay-per-view and free-to-guest television service in small hotels in the U.S. and the Caribbean. On March 31, 2003, we entered into a contract for the acquisition of the assets of Hotel Movie Network, Inc., which consist of contract rights with Pay Per View and Cable/Satellite access for approximately 8,000 installed rooms, and associated hardware. The purchase transaction closed on August 1, 2003. On March 6, 2004, we entered into a Letter of Agreement with B2 Networks, LLC, whereby B2 Networks would provide data center facilities, management systems for video and set top services and assist with operating the Hotel Link services. On April 23, 2004, we agreed to purchase 20% of B2 Networks, LLC in exchange for 1,667,667 shares of common stock and $500,000. On August 2004, we amended this agreement to reduce the amount of purchase to 10% of the LLC in exchange for $200,000 and 2,667,000 shares of common stock. Pursuant to the agreement, B2 Networks and B2Digital will be supplying Point-to-Point Wireless Local Loop internet connectivity in each hotel room through the B2 Wireless Access Point (B2WAP) which will connect to the in-room B2Digitaltv. for laptop users and the B2 Digital TV set top box and handheld remote control for in-room television. These products allow our partners to market a large variety of in-room digital services, which include making airline reservations, ordering pizza, event ticketing, and transportation services, along with delivery of Hollywood movies, sports and live events, and distinct genres of Pay-Per-View content. On December 15, 2004, we entered into an Letter of Agreement with B2 Networks, LLC whereby B2 Networks will provide certain operations assistance to the company in exchange for a portion of the gross revenue or $10,000 per month. The accompanying unaudited condensed interim financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for the presentation of interim financial information, but do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The audited financial statements for the two years ended March 31, 2005 and 2004 were filed on August 11, 2005 with the Securities and Exchange Commission and is hereby referenced. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three-month periods ended September 30, 2005 are not necessarily indicative of the results that may be expected for the year ended March 31, 2006. 8 The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions for Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These statements should be read in conjunction with the financial statements and notes thereto included in the Company's Form 10-KSB for the year ended March 31, 2005. 2. Summary of Significant Accounting Policies Going-Concern Basis - The accompanying financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements, as of September 30, 2005, there was an accumulated deficit of $( 10,342,525) and a net stockholders' deficiency of $(2,306,705) These factors, among others, may indicate that the Company will be unable to continue as a going concern. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing as may be required, and ultimately to attain successful operations. Management is of the opinion that enhanced marketing efforts will enable the Company to increase revenues sufficiently to sustain operations. The trend of losses is expected to continue at approximately the current rate, until a revenue generating business which can operate on at least a break even basis can be achieved. There is no assurance that any such business can be achieved. 9 3. STOCKHOLDERS' EQUITY Equity During the three months ended September 30, 2005, the Company issued common stock as follows: Sale of common stock The Company issued 100,000,000 shares of restricted common stock pursuant to a subscription agreement under Regulation S to a European Investor valued at 200,000 euros. Issuance of Common Stock for Services. 40,000,000 shares of its common stock registered under Form S-8 to various consultants and Legal Counsel for current and future services valued at $40,000 .. Issuance of Shares for Debt. The Company issued Coast Communications 440,000,000 Shares of restricted common stock for debt valued at $440,000. Cancellation of Common Stock The Company cancelled 90,000,000 shares of common stock which were issued pursuant to a subscription agreement under Regulation S. The Company did not received the promised funds and therefore had these shares cancelled. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS This Report on Form 10-QSB contains forward-looking statements, including, without limitation, statements concerning our possible or assumed future results of operations. These statements are preceded by, followed by or include the words "believes," "could," "expects," "intends" "anticipates," or similar expressions. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons including: our ability to continue as a going concern, adverse economic changes affecting markets we serve; competition in our markets and industry segments; our timing and the profitability of entering new markets; greater than expected costs, customer acceptance of wireless networks or difficulties related to our integration of the businesses we may acquire and other risks and uncertainties as may be detailed from time to time in our public announcements and SEC filings. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and our future results, levels of activity, performance or achievements may not meet these expectations. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law. 10 The discussion and financial statements contained herein are for the three months ended September 30, 2005 and September 30, 2004. The following discussion should be read in conjunction with our financial statements and the notes thereto included herewith. THREE MONTHS PERIOD ENDED SEPTEMBER 30, 2005 AS COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2004 RESULTS OF OPERATIONS NET REVENUE We generated consolidated net revenues of $139,920 for the three month period ended September 30, 2005, as compared to $154,474 for the three month period ended September 30, 2004. The decrease in revenues for this quarter when compared to the same quarter last year is due to the loss of one client of Hotel Movie Network. We generated consolidated net revenues of $270,607 for the six month period ended September 30, 2005, as compared to $366,415 for the six month period ended September 30, 2004. The decrease in revenues for the six months when compared to the same Period last year is due to the loss of a client of Hotel Movie Network. COST OF SALES We incurred Cost of Sales of $58,358 for the three month period ended September 30, 2005, as compared to $86,979 for the three month period ended September 30, 2004. Our Cost of Revenue decreased for this quarter when compared to the same quarter last year is due to the loss of one client of Hotel Movie Network. We incurred Cost of Sales of $107,097 for the six month period ended September 30, 2005, as compared to $160,343 for the six month period ended September 30, 2004. Our Cost of Sales decreased for the six months when compared to the same Period last year is due to the loss of a client of Hotel Movie Network. GROSS PROFIT We generated gross profit of $81,552 for the three month period ended September 30, 2005, as compared to $67,095 for the three month period ended September 30, 2004. The increase in gross profit for this quarter when compared to the same quarter last year is due to the decrease in programming costs. We generated gross profit of $163,510 for the six month period ended September 30, 2005, as compared to $206,072 for the six month period ended September 30, 2004. The decrease in gross profit for the six months when compared to the same Period last year is due to the loss of a client of Hotel Movie Network. GENERAL, ADMINISTRATIVE AND SELLING EXPENSES We incurred costs of $182,878 for the three month period ended September 30, 2005 as compared to $ 976,482 for the three month period ended September 30, 2004, respectively. General, Administrative and Selling Expenses in the current period decreased due to the decrease in professional and consulting fees. We incurred costs of $611,102 for the six month period ended September 30, 2005 as compared to $1,509,631 for the six month period ended September 30, 2004, respectively. Selling, General and Administrative Expenses in the current period decreased due the decrease in professional, consulting fees and programming costs. 11 NET INCOME (LOSS) We had a loss before taxes of $135,066 for the three month period ended September 30, 2005 as compared to a loss before taxes of $942,867 for the three month period ended September 30, 2004. The decrease in loss is due to decrease in our expenses including professional, consulting fees and programming costs. We had a loss before taxes of $506,592 for the six month period ended September 30, 2005 as compared to a loss of $1,364,899 for the six month period ended September 30, 2004. The decrease in loss is due to decrease in professional, consulting fees and programming costs. BASIC AND DILUTED INCOME (LOSS) PER SHARE Our basic and diluted income (loss) per share for the three month period ended September 30, 2005 was $(.000 ) and $(.007) compared to the same period ended September 30, 2004. Our basic and diluted income (loss) per share for the six month period ended September 30, 2005 was $(.001) as compared to $(.015) for the six month period ended September 30, 2004. LIQUIDITY AND CAPITAL RESOURCES Our independent auditor has issued a "going concern" qualification as part of its opinion in the Audit Report. We do not currently have sufficient capital to meet our cash needs. We will continue to need to raise additional funds to conduct our business activities in the next twelve months. We owe approximately $954,085 in current liabilities. Additionally, we currently estimate that we will need approximately $1,400,000 to continue operations through the end of the fiscal year 2006. These operating costs include general and administrative expenses and the deployment of inventory. ITEM 3. CONTROLS AND PROCEDURES We have established disclosure controls and procedures to ensure that material information relating to us, including our subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors. Evaluation of disclosure controls and procedures. Our management, with the participation of our chief executive officer and interim chief financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-QSB. Based on this evaluation, our chief executive officer and interim chief financial officer concluded that these disclosure controls and procedures are effective and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the requisite time periods. Changes in internal controls. There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting 12 Part II - OTHER INFORMATION Item 1. Legal Proceedings. In July 2003, we were served with a lawsuit from William B. Krusheski in United States District Court for Southern District of California. The complaint sought in excess of $75,000 on a note allegedly due and $135,000 in other compensatory damages. In June 2004, the county court of San Diego, California awarded a default judgment in favor of Mr. Krusheski in the amount of $135,000. The company has offered payments of $5,000 per month until the debt is settled. We have to date had no response from Mr. Krusheski. We settled the lawsuit filed by John M. Brazier against us, our transfer agent and Mr. Russell filed in May 2003 in the District Court of Denver in the state of Colorado. The settlement terms require us to issue Mr. Brazier 770,000 shares of our common stock and warrants to purchase an additional 2 million shares of our common stock at $0.15 per share. Additionally, we will pay Mr. Brazier $177,500 in cash. In April 2005 the Company issued Mr. Brazier 20,000,000 of its common stock and a note for $60,000 to settle all outstanding matters. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Equity During the three months ended September 30, 2005, the Company issued common stock as follows: Sale of common stock The Company issued 100,000,000 shares of restricted common stock pursuant to a subscription agreement under Regulation S to a European Investor valued at 200,000 euros. Issuance of Shares for Debt. The Company issued Coast Communications 440,000,000 Shares of restricted common stock for debt valued at $440,000. Cancellation of Common Stock The Company cancelled 90,000,000 shares of common stock which were issued pursuant to a subscription agreement under Regulation S. The Company did not received the promised funds and therefore had these shares cancelled. 13 The securities issued in the foregoing transactions were offered and sold in reliance upon exemptions from the Securities Act of 1933 ("Securities Act") registration requirements set forth in Sections 3(b) and 4(2) of the Securities Act, and any regulations promulgated there under, relating to sales by an issuer not involving any public offering. No underwriters were involved in the foregoing sales of securities Item 3. Defaults Upon Senior Securities. Not Applicable. Item 4. Submission of Matters to a Vote of Security Holders. Not Applicable. Item 5. Other Information. On September 20, 2005, shareholders of B2Digital, Incorporated resolved to amend the Articles to increase the number of authorized shares from 900,000,000 shares, $.001 par value to 5,000,000,000 shares, $.00001 par value. These actions will become effective subsequent to December 15, 2005. Item 6. Exhibits (a) Exhibits EXHIBIT NO. DESCRIPTION 2.1 Asset Purchase Agreement between the Company and Hotel Movie Network, Inc., dated March 31, 2003 (incorporated by reference to Exhibit 10 of the Form 8-K filed on April 18, 2003). 3.1(a) Restated Articles of Incorporation (filed as an exhibit to the company's Form 8-K filed on October 19, 2001 and incorporated by reference herein) 3.1(b) Amendment to Articles of Incorporation (Incorporated by reference from 10QSB dated December 31, 2004). 3.1(c) Certificate of Designation of Series A Convertible Preferred Stock 3.2 Bylaws (incorporated by reference to Exhibit 3.2 of the company's Registration Statement on Form S-18, Registration No. 2-86781-D) 4.1 2005 Non-Qualified Stock Compensation Plan (filed as Exhibit 10.1 to the Company's Form S-8 filed on January 11, 2005 and incorporated by reference herein). 14 10.1 Employment Agreement dated January 25, 2005, with Robert C. Russell (Incorporated by reference from 10QSB dated December 31, 2004). 10.2 Marketing and Services Agreement between the company and InnNovations Multimedia Systems Inc dated April 12, 2004 (Incorporated by reference to 8-K filed April 12, 2004). 10.3 Member Interest Purchase Agreement between the company and B2Networks, Inc. dated April 23, 2004 (Incorporated by reference to 8-K filed April 23, 2004). 10.4 Consultant Agreement with Marcia A. Pearlstein (incorporated by reference from Form 10-QSB dated September 30, 2004). 10.5 Membership Interest Agreement with B2 Networks, LLC, as amended (incorporated by reference to Form 8-K filed August 12, 2004) 10.6 Operations Agreement with B2 Networks LLC (Incorporated by reference from 10QSB dated December 31, 2004). 10.7 Employment Agreement with Robert Russell (Effective January 25, 2005) (Incorporated by reference from 10QSB dated December 31, 2004). 14.1 Code of Ethics (Incorporated by reference to 10KSB filed June 19, 2004) 31.1 Section 302 Certification of the Chief Executive Officer. 31.2 Section 302 Certification of the Interim Chief Financial Officer. 32.1 Section 906 Certification of the Chief Executive Officer and Interim Chief Financial Officer 15 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated November 28, 2005 B2DIGITAL, INC. By: /s/ Robert Russell ----------------------------------------- Robert Russell, President, Chief Executive Officer /s/ Marcia Pearlstein ----------------------------------------- Marcia Pearlstein, Secretary and Interim Chief Financial Officer 16 EX-31.1 2 v030587_ex31-1.txt Exhibit 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350) I, Robert Russell, Chief Executive Officer of the registrant, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of B2Digital, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal controls over financial reporting. Date: November 28, 2005 /s/ Robert Russell ----------------------- Robert Russell Chief Executive Officer EX-31.2 3 v030587_ex31-2.txt Exhibit 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350) I, Marcia Pearlstein, Interim Chief Financial Officer of the registrant, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of B2Digital, Inc. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the small business issuer and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation over internal control over financial reporting, to the small business issuer's auditors and the audit committee of small business issuer's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal controls over financial reporting. Date: November 28, 2005 /s/ Marcia Pearlstein ------------------------------- Marcia Pearlstein Interim Chief Financial Officer EX-32.1 4 v030587_ex32-1.txt Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of B2Digital, Inc., (the "Company") on Form 10-QSB for the period ended September 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert Russell, Chief Executive Officer and Marcia Pearlstein, Interim Chief Financial Officer, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Robert Russell ------------------------------------- Robert Russell Chief Executive Officer /s/ Marcia Pearlstein ------------------------------------- Marcia Pearlstein Interim Chief Financial Officer Dated: November 28, 2005 The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document. -----END PRIVACY-ENHANCED MESSAGE-----