8-K

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): September 3, 2009

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.)

1030 S. Mesa Drive, Mesa, Arizona	85210
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (480) 813-8371

4425 Ventura Cyn Ave., Ste 105, Sherman Oaks, CA 91423

(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):

¨ 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 1.01  Entry into a Letter of Intent with Mob Candy Corp.

On July 16, 2009, B-2 Digital Corporation, entered into a Letter of Intent (LOI) to set forth certain understandings and certain binding agreements between Mob Candy Corp. (“MCI”) a company incorporated under the laws of the state of New York with offices located at 7 Nova Ct. Brooklyn New York 11229 and B-2 Digital, Corporation (“BTDG”). B-2 Digital Corporation will work with Mob Candy Corp. to set a value on assets and to negotiate a definitive agreement. Once a value for the assets has been reached payment will be made in the form of restricted common stock of B2 Digital, shares to fall, under Rule 144. BTDG will assume no debt or liabilities. New leases for real property will be negotiated and assumed by BTDG. Under this BTDG will purchase Mob Candy Corp. (MCI) that will continue to operate as a wholly owned subsidiary of BTDG. The current management of MCI will remain and operate the entity as it has in the past. BTDG will appoint Frank DiMatteo, current President of MCI, to the Board of Directors of BTDG. The LOI is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Other than with respect to the transaction, there is no material relationship between Mob Candy Corporation 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.

The closing of the acquisition occurred simultaneously with the execution of the Agreement. The Company issued a press release announcing the acquisition of the assets of Mob Candy Corporation on August 26,2009, a copy of which is attached hereto as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	Entry into a Letter of Intent with Mob Candy Corporation
99.1	Press Release
99.2	Financials

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.

	B2Digital, Incorporated
Date: 9/3/09	By:	/s/ Paul D. H. LaBarre
		Paul D. H. LaBarre
		CEO

EX-10.1

LETTER OF INTENT AGREEMENT

July 16, 2009

The purpose of this letter of intent Agreement (“LOI”) is to set forth certain understandings and certain binding agreements between, Mob Candy Corp (“MCI”) a company incorporated under the laws of the State of New York with offices located at 7 Nova Ct. Brooklyn New York 11229 and B2 Digital, Inc. (“BTDG”) (the “Parties”) a publicly traded Pink Sheet company incorporated under the laws of the State of Delaware, with offices located at 1030 S. Mesa Drive Suite 105 Mesa, AZ 85210 with respect to the transactions described below.

1.           Merger.On the terms, and subject to the conditions, of one or more definitive agreements to be entered into between BTDG and MCI (the “Transaction Documents”) this Letter sets forth the general framework under which, at the closing of the transactions contemplated by the Transaction Documents (the “Closing”):

B-2 Responsibilities:

A. Purchase price to be set upon a value of assets and payment will be made in the form of shares of common stock of B2 Digital, shares to fall under Rule 144. A value on assets will be negotiated to become a part of a definitive agreement.

B. BTDG will assume no liabilities or debts. New leases for real property will be negotiated and assumed by BTDG.

C. BTDG will purchase from MCI assets to form an operating entity. Mob Candy Corp. (MCI) will continue to operate as a wholly owned subsidiary of BTDG. The current management of MCI will remain and operate the entity as it has in the past.

D. BTDG will appoint Frank DiMatteo, President of MCI, to the Board of Directors of BTDG.

E. BTDG and MIC shall provide valuations of each other’s company within   30 days of the signing of this Letter of Intent.

F. BTDG and MCI upon the receipt of the valuations shall negotiate a purchase price for the common shares of BTDG. All of the purchase price will be a stock component (shares to fall under Rule 144) that will be paid upon closing with full approval of the Board of Directors.

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G. BTDG and MCI agree that within 45 days of the closing a shareholders meeting will be held to elect a new board of directors.

H. BTDG and MCI agree that in the event the companies cannot reach an agreement this Letter of Intent shall become null and void. Both companies shall hold each other harmless from any costs or claims arising from the contemplated merger.

MCI Responsibilities:

A. MIC will provide to BTDG all necessary information and records for the over all operation of the assets to be purchased from MCI. This would include a complete inventory of all equipment and contracts.

B. MCI will provide the access to all records and general information of MCI to the assigned personnel of BTDG.

C. MCI will allow BTDG to interview all current personnel and make the appreciate offer of employment if any to said personnel.

D. MCI will assign all commitments for funding to BTDG. Said funding will continue to be used in the operation of MCI.

2.           OTHER PROVISIONS.The Transaction Documents will contain customary representations, warranties, covenants, and other agreements, of each of the parties and the Closing will be subject to usual conditions, including:

A. Receipt of all necessary consents or approvals of third parties, including receipt of all necessary corporate approvals by July 22, 2009;

B. Delivery of legal opinions, closing certificates, and other customary certificates and other documentation;

C. The completion of due diligence to the satisfaction of each party.

3.           COSTS.      BTDG and MCI shall each be solely responsible for and shall bear all of their respective expenses, including, without limitation, legal, accounting, and other advice, incurred in connection with the Transaction Documents and the transactions contemplated thereby.

4.           PUBLIC DISCLOSURE.      Neither BTDG nor MCI shall make any public disclosure of the execution of this Letter of Intent Agreement or the transactions contemplated hereby or by the Transaction Documents, without the prior written consent of the other party, or, in the opinion of counsel to a party, as required by law.  To the extent that public disclosure of the transactions contemplated by this Letter of Intent Agreement is not made as aforesaid, neither party shall disclose the existence of this Letter of Intent or the transactions contemplated hereby to any third party except following the execution of an appropriate confidentiality agreement protecting the confidential nature of such information.

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5.           CONFIDENTIALITY.      Each of the parties hereby agrees that (except as may be required by law) it will not disclose or use and it will cause its officers, directors, employees, representatives, agents, and advisors not to disclose or use, any Confidential Information (as hereinafter defined) of the other party at any time or in any manner and will not use such information other than in connection with its evaluation of the transactions contemplated by this Letter of Intent Agreement.  For the purpose of this paragraph, “Confidential Information” means any information provided by or on behalf of a party to this Letter of Intent to the other party or any of its representatives and identified as confidential by the party providing such information, or information which would logically be considered proprietary or confidential by the disclosing party under the circumstances under which the information is disclosed. Notwithstanding the foregoing, (i) Confidential Information may be disclosed by a party to its officers, directors, employees, representatives, agents, and advisors who need to know such information for the purpose of evaluating the transactions contemplated by this Letter of Intent, and provided they agree to be bound by the terms of this confidentiality clause, (ii) Confidential Information may be disclosed by the receiving party to the extent the disclosing party consents in writing to such disclosure, and (iii) Confidential Information may be disclosed if required by subpoena provided that prior to disclosure pursuant to said subpoena, the party responding to the subpoena provides the other party notice of its intent to disclose such information reasonably in advance of disclosure to permit the other party to obtain a protective order.  If the transactions contemplated by this Letter of Intent are not consummated, each party shall return Confidential Information to the disclosing party.  The provisions of this paragraph shall survive the termination of this LOI.

6.           CHOICE OF LAW.      This Agreement shall be governed by and construed under the laws of the State of Delaware.

7.           EXPENSES.The prevailing party in any dispute arising out of this LOI agreement shall be entitled to reasonable attorneys’ fees and costs.

8.           BINDING PROVISIONS.        This Letter of Intent Agreement sets forth our mutual understandings of the transactions to be described in the Transaction Documents; however, the obligation of the parties to consummate any such transactions is subject to the negotiation and execution of the Transaction Documents, and this Letter of Intent shall create no obligation on the parties to consummate the transactions to be described in the Transaction Documents.  Notwithstanding the foregoing, the parties agree that the provisions of paragraphs three through eight, inclusive, of this Letter of Intent shall be binding upon the parties and their respective successors and assigns.

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Upon execution of both of the parties, this Letter of Intent Agreement shall constitute a binding obligation between us to the extent set forth herein.

		AGREED AND ACCEPTED
			B2 Digital Inc.,
		By:	/s/ Paul LaBarre
			Name:	Paul LaBarre
			Title:	President
			Date:	7-17-09
AGREED TO AND ACCEPTED:
Mob Candy Corp
By:	/s/ Frank DiMatteo
Name:  Frank DiMatteo,
Title:   President
Date:	7/17/09

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EX-99.1

B2 DIGITAL SIGNS LETTER OF INTENT TO ACQUIRE “MOB CANDY MAGAZINE”

Mob Candy Magazine is Becoming One of the Fastest Growing Magazines and Online Specialty Merchandiser in the Nation

Mesa, AZ, August 26, 2009 – B2 Digital, Inc.,(Pink Sheets:BTDG.PK ) announced today that it has signed a Letter of Intent to acquire Mob Candy Enterprises, Inc.

Mob Candy Enterprises, Inc. is the publisher of the fast growing, trendy Mob Candy Magazine. Founder and President, Frank Di Matteo, said, “Mob Candy Magazine is an entertainment publication oriented towards both male and female readers. It commits our readers to a certain style and quality in all aspects of their lives. We provide probing articles and interviews with personalities from movies, politics, art, books, travel, technology and sports. We have a unique group of writers with backgrounds as diverse as a criminology consultant to the world of Movies, to well known and award winning sports broadcasters. The magazine content includes interesting stories about the old world mobsters including the Jewish and Irish gangs and the notorious Italian La Casa Nostra.”

Di Matteo added, “The magazine has worldwide distribution and in combination with our website www.mobcandymag.com expresses attention-grabbing libertarian points of view and street wise commentary. It also portrays other street wise points of view from communities around the nation which express the current feelings on political and social issues that our readers face day to day.”

Paul LaBarre, President of B2 Digital said; “We are very excited about this opportunity and believe that the Mob Candy group of seasoned publishers and entertainment personalities will reenergize this company and build strong shareholder value.”

B2 Digital and Mob Candy Enterprises, Inc., agree that in the event the companies cannot reach a final agreement the Letter of Intent shall become null and void. Both companies shall hold each other harmless from any costs or claims arising from the contemplated merger. This press release contains statements (such as projections regarding future performance) that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to those detailed from time to time in the Company's filings with the Securities and Exchange Commission

Contact:

          B2 Digital, Inc.

          (480)-813-8371

EX-99.2

10:00 AM 09/03/09 Accrual Basis B2 Digital dba Hotel Movie Network Balance Sheet As of September 3, 2009  

	Sep 3, 09
ASSETS
Current Assets
Checking/Savings
American Express		-2,764.11
Bank Non-Cash Deposit Correctio		-15.09
C3D Bank Account		1,623.00
Checking at Bank of America		552.60
Coast Communications		-172.90
credit card		458.10
eagle west loan		-4,611.35
Loan Payable to EWP		-7,610.17
Office Petty Cash Account		43.97
Paul's Discover		-404.90
Total Checking/Savings		-12,900.85
Accounts Receivable
Accounts Receivable		291,693.83
Total Accounts Receivable		291,693.83
Other Current Assets
Bad Debt Allowance		-218,655.35
Employee Advances		-33.00
Inventory Asset		2,327,272.82
Inventory Asset Valuation Allow		-2,041,028.65
Loan to .....		24,546.55
Total Other Current Assets		92,102.37
Total Current Assets		370,895.35
Fixed Assets
Accum. Deprec. E & M		-918,252.23
Equipment & Machinery		357,282.06
Field Test Equipment
Equipment-Other		1,103.12
FTG		23,939.97
PPV		9,865.69
Field Test Equipment - Other		2,214.00
Total Field Test Equipment		37,122.78
Leasehold Improvements		29,485.46
Office Equipment
Bench Test Equipment		1,248.77
Computer		16,058.54
Office Equipment - Other		6,791.64
Total Office Equipment		24,098.95
Office Furniture		1,367.00
Total Fixed Assets		-468,895.98
Other Assets

10:00 AM 09/03/09 Accrual Basis B2 Digital dba Hotel Movie Network Balance Sheet As of September 3, 2009  

	Sep 3, 09
Hotel Movie Express Equipment	470,163.30
Total Other Assets	470,163.30
TOTAL ASSETS	372,162.67
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Accounts Payable
Accounts Payable	29,365.29
Total Accounts Payable	29,365.29
Credit Cards
American Express Business Gold	-623.85
Total Credit Cards	-623.85
Other Current Liabilities
Customeer Deposit	629.74
Ernerst McKay	50,000.00
Paul LaBarre	49,350.00
Retainers	1,125.77
Total Other Current Liabilities	101,105.51
Total Current Liabilities	129,846.95
Long Term Liabilities
Free To Guest Deposit Account	7,588.70
Total Long Term Liabilities	7,588.70
Total Liabilities	137,435.65
Equity
Common Stock	25,000.00
Inventory Allowance	-220.62
Paid in capital	1,873,072.00
Retained Earnings	-1,659,688.23
Net Income	-3,436.13
Total Equity	234,727.02
TOTAL LIABILITIES & EQUITY	372,162.67

10:17 AM 09/03/09 Accrual Basis B2 Digital dba Hotel Movie Network Profit & Loss April 2008 through March 2009  

	Apr '08 - Mar 09
Ordinary Income/Expense
Income
Sales
Free To Guest
Directv Commisions		6,520.62
FTG Adjustment		-1,200.00
Free To Guest - Other		113,076.12
Total Free To Guest		118,396.74
Sales - Other		32,876.75
Total Sales		151,273.49
Total Income		151,273.49
Cost of Goods Sold
Cost of Goods Sold		1,409.77
Progrming Fees
FTG Fees		90,005.78
Progrming Fees - Other		1,636.14
Total Progrming Fees		91,641.92
Sales Adjustments		600.00
Total COGS		93,651.69
Gross Profit		57,621.80
Expense
Bankcard Services
Visa/MC		76.00
Total Bankcard Services		76.00
Fees		10.35
Fees Ex.		1,470.24
INTERNET SERVICES		1,307.00
Late Fee		8.00
Licenses and Permits		115.00
Office and Storage Expences
Rent		15,460.32
Storage Units		1,381.94
Office and Storage Expences - Other		344.80
Total Office and Storage Expences		17,187.06
Office Supplies		274.76
Parts
Computer		855.00
Parts - Other		47.85
Total Parts		902.85

Payroll Expenses	3,850.00
Postage and Delivery

10:17 AM 09/03/09 Accrual Basis B2 Digital dba Hotel Movie Network Profit & Loss April 2008 through March 2009  

	Apr '08 - Mar 09
Pitney Bowes Postage Machine		321.40
Postage Refil		675.49
UPS
Service Charges		284.34
Shipping Charge Corrections		81.64
UPS - Other		1,386.84
Total UPS		1,752.82
Total Postage and Delivery		2,749.71
Professional Fees
Legal Fees		775.78
Professional Fees - Other		2,618.00
Total Professional Fees		3,393.78
Service Charges
American Express		87.33
Merchant Fees
EPS		92.04
Northern Leasing		1,289.42
Total Merchant Fees		1,381.46
Service Charges - Other		62.75
Total Service Charges		1,531.54
Taxes		36.26
Telephone		664.57
Travel & Ent
Travel		250.00
Total Travel & Ent		250.00
UNKNOWN		-1,000.00
Utilities
Water, Gas & Trash		549.26
Total Utilities		549.26
Vehicles
Vehicle Maintenance		101.61
Total Vehicles		101.61
Work Expense
Gas		60.90
Work Expense - Other		8,006.34
Total Work Expense		8,067.24
Total Expense		41,545.23
Net Ordinary Income		16,076.57
Net Income		16,076.57