UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the quarterly period ended ~~June 30,~~December 31, 2021

☐		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the transition period from _______________________to___________________________

Commission File Number: 000-11882

B2Digital, Incorporated

(Exact name of registrant as specified in its charter)

Delaware	84-0916299
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4522 West Village Drive, Suite 215, Tampa, FL	33624
(Address of principal executive offices)	(Zip Code)

(813) 961-3051

(Registrant’s telephone number, including area code)

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 such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
Not applicable		Not applicable		Not applicable

The number of shares outstanding of the registrant’s common stock, par value of $0.00001 on ~~August 13, 2021,~~February 11, 2022, was ~~1,381,890,550~~1,722,817,434.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	3
Item 1. Financial ~~Statements~~Statements.	3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations.	429
Item 3. Quantitative and Qualitative Disclosures About Market ~~Risk~~Risk.	1339
Item 4. Controls and ~~Procedures~~Procedures.	1339

PART II—OTHER INFORMATION	1440
Item 2. Unregistered Sales of Equity Securities and Use of ~~Proceeds~~Proceeds.	1440
Item ~~6. exhibits~~5. Other Information	14 41
~~SIGNATURES~~Item 6. exhibits.	41
15SIGNATURES	42

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements.

~~Consolidated Financial Statements~~

B2Digital, Incorporated

Consolidated Balance Sheets

		~~Page~~
~~Consolidated Balance Sheets as of June 30, 2021 (unaudited) and March 31, 2021~~		~~F-1~~

~~Consolidated Statements of Operations (unaudited) for the three months ended June 30, 2021 and 2020~~		~~F-2~~

~~Consolidated Statements of Stockholders’ Deficit (unaudited) for the three months ended June 30, 2021 and 2020~~		~~F-3~~

~~Consolidated Statements of Cash Flows (unaudited) for the three months ended June 30, 2021 and 2020~~		~~F-4~~

~~Notes to the Unaudited Consolidated Financial Statements~~		~~F-5~~

As of
December 31,
2021 (Unaudited)

As of
March 31,
2021

Assets
Current assets
Cash and cash equivalents $ 9,195 $ 122,176
Deposits and prepaid expenses 67,693 10,681
Total current assets 76,888 132,857

Notes receivable & other receivables 35,400 35,400
Operating lease right-of-use asset 1,649,163 1,575,792
Property and equipment, net of accumulated depreciation 1,193,276 944,999
Intangible assets, net of accumulated amortization 192,634 224,890
Total Assets $ 3,147,361 $ 2,913,938

Liabilities & Stockholders' Deficit
Current liabilities
Accounts payable & accrued liabilities $ 401,971 $ 213,663
Deferred revenue 64,736 119,504
Note payable- current maturity 295,600 158,200
Note payable- in default 14,000 14,000
Due to shareholder 1,800 0
Payable due for business acquisitions 0 40,000
Convertible notes payable, net of debt discount 4,281,617 1,074,733
Derivative liabilities 2,199,087 1,137,623
Lease liability, current 426,212 0
Total current liabilities 7,685,024 3,021,888

Lease liability, long-term 1,298,530 1,319,457
Note payable- long-term 78,573 105,929

Total Liabilities 9,062,127 4,447,274

Commitments and contingencies (Note 13)

Stockholders' Deficit
Preferred stock, 50,000,000 shares authorized, 8,000,000 shares are undesignated
Series A: 2,000,000 shares convertible into 480,000,000 shares of common stock issued and outstanding at December 31, 2021 and March 31, 2021, respectively. 20 20
Series B: 40,000,000 shares convertible into 160,000,000 shares of common stock issued and outstanding at December 31, 2021 and March 31, 2021, respectively. 400 400
Common stock, $0.00001 par value; 5,000,000,000 shares authorized; 1,630,799,526 and 1,081,390,550 shares issued and outstanding at December 31, 2021 and March 31, 2021, respectively. (This includes 10,000,000 shares in treasury repurchased for $50,000) 15,979 10,815
Additional paid in capital 9,577,723 7,652,677
Accumulated deficit (15,508,888 ) (9,197,248 )
Total Stockholders' Deficit $ (5,914,766 ) $ (1,533,336 )
Total Liabilities and Stockholders' Deficit $ 3,147,361 $ 2,913,938
See accompanying notes to the unaudited consolidated financial statements.

3

B2Digital, Incorporated
Consolidated ~~Balance Sheets~~

As of June 30,
2021
(Unaudited)

As of March 31,
2021

Assets
Current assets
Cash and cash equivalents $ 111,785 $ 122,176
Deposits and prepaid expenses 28,912 10,681
Total current assets 140,697 132,857

Notes receivable and other receivables 44,689 35,400
Operating lease right-of-use asset 1,765,876 1,575,792
Property and equipment, net of accumulated depreciation 1,136,243 944,999
Intangible assets, net of accumulated amortization 245,013 224,890
Total Assets $ 3,332,518 $ 2,913,938

Liabilities & Stockholders' Deficit
Current liabilities
Accounts payable & accrued liabilities $ 400,398 $ 213,663
Contract liabilities 84,608 119,504
Note payable- current maturity 295,600 158,200
Note payable- in default 14,000 14,000
Payable due for business acquisitions 42,906 40,000
Convertible notes payable 1,500,861 1,074,733
Derivative liabilities 788,069 1,137,623
Lease liability, net of discounts, current 341,974 264,165
Total current liabilities 3,468,416 3,021,888

Lease liability, long-term 1,456,108 1,319,457
Note payable- long-term 96,947 105,929

Total Liabilities 5,021,471 4,447,274

Commitments and contingencies (Note 13) – –

Stockholders' Deficit
Preferred stock, 50,000,000 shares authorized, 8,000,000 shares are undesignated
Series A: 2,000,000 shares convertible into 240 shares of common stock issued and outstanding at June 30, 2021 and March 31, 2021, respectively; 20 20
Series B: 40,000,000 shares convertible into 80,000,000 shares of common stock and 0 shares issued and outstanding at June 30, 2021 and March 31, 2021, respectively; 400 400
Common stock, $0.00001 par value; 5,000,000,000 shares authorized; 1,306,890,550 and 1,081,390,550 shares issued and outstanding at June 30, 2021 and March 31, 2021, respectively 13,070 10,815
Additional paid in capital 8,556,152 7,652,677
Accumulated deficit (10,258,595 ) (9,197,248 )
Total Stockholders' Deficit (1,688,953 ) (1,533,336 )
Total Liabilities and Stockholders' Deficit $ 3,332,518 $ 2,913,938
~~See accompanying notes to the unaudited consolidated financial statements.~~
~~F-1~~
~~B2Digital, Incorporated~~
~~Consolidated~~ Statements of Operations (Unaudited)

For the three months ended
June 30, June 30, For the three months ended For the nine months ended
2021 2020 December 31, December 31, December 31, December 31,
2021 2020 2021 2020
Revenue:
Live event revenue $ 235,591 $ 59 $ 263,782 $ 82,524 $ 782,544 $ 112,901
Gym revenue 333,174 59,962 348,850 218,025 1,058,863 383,596
Total revenue 568,765 60,021 612,632 300,549 1,841,407 496,497

Cost of sales 203,502 1,312 388,263 102,722 919,447 151,941

Gross profit 365,263 58,709 224,369 197,827 921,960 344,556

General and administrative corporate expenses
General and administrative expenses
General & administrative expenses 1,553,880 164,788 2,299,300 1,147,001 5,707,667 1,986,918
Depreciation and amortization expense 88,049 32,972 102,713 52,516 289,232 119,371
Total general and administrative corporate expenses 1,641,929 197,760 2,402,013 1,199,517 5,996,899 2,106,289

Loss from operations (1,276,666 ) (139,051 )
Loss from continuing operations (2,177,644 ) (1,001,690 ) (5,074,939 ) (1,761,733 )

Other income (expense):
Gain on forgiveness of loan 23,303 5,040 0 0 23,303 10,080
Gain on bargain purchase 0 91,870 0 91,870
Gain (loss) on sale of assets 887 0 (640 ) 0
Grant income 0 2,000 0 0 0 2,000
Gain on sale of assets 230 0
Gain on extinguishment of debt 80,741 0
Financing expense (136,170 ) 0 (136,170 ) 0
Loss on settlement of debt 0 (18,281 ) 0 0 0 (18,281 )
Gain (loss) on change in fair value of derivative liabilities 310,871 (275,432 )
Loss on forgiveness of notes receivable 0 0 (2,094 ) 0
Gain (loss) on extinguishment of debt 72,592 (6,670 ) 209,258 (70,864 )
Change in fair value of derivatives (66,894 ) 194,758 (421,836 ) (592,649 )
Day one derivative loss (45,485 ) (125,408 ) (45,485 ) (125,408 )
Interest expense (199,826 ) (69,782 ) (340,403 ) (131,016 ) (863,037 ) (278,030 )
Total other income (expense) 215,319 (356,455 ) (515,473 ) 23,534 (1,236,701 ) (981,282 )

Net loss $ (1,061,347 ) $ (495,506 ) $ (2,693,117 ) $ (978,156 ) $ (6,311,640 ) $ (2,743,015 )

Basic and diluted earnings per share on net loss $ (0 ) $ (0 ) $ (0 ) $ (0 ) $ (0 ) $ (0 )

Weighted average shares outstanding 1,207,948,242 550,425,206
Weighted average shares outstanding - Basic 1,452,481,989 710,522,374 1,341,287,504 619,783,280

See accompanying notes to the unaudited consolidated financial statements.

~~F-2~~4

B2Digital, Incorporated
Consolidated Statement of Changes in Stockholders' ~~Equity (Deficit)~~Deficit
For the Three ~~Months Ended June 30,~~and Nine months ended December 31, 2021, and 2020 (Unaudited)

Preferred Stock Preferred Stock Additional Total
Series A Series B Common Stock Treasury Paid in Accumulated Stockholders’
Shares Amount Shares Amount Shares Amount Stock Capital Deficit Deficit
Balance March 31, 2021 2,000,000 $ 20 40,000,000 $ 400 1,081,390,550 $ 10,815 – $ 7,652,677 $ (9,197,248 ) $ (1,533,336 )

Sale of common stock – – – – 220,000,000 2,200 – 877,800 – 880,000

Issuance of common stock for services – – – – 5,500,000 55 – 23,595 – 23,650

Issuance of convertible notes – – – – – – – 2,080 – 2,080

Net loss – – – – – – – – (1,061,347 ) (1,061,347 )

Balance June 30, 2021 2,000,000 $ 20 40,000,000 $ 400 1,306,890,550 $ 13,070 – $ 8,556,152 $ (10,258,595 ) $ (1,688,953 )

Sale of common stock – – – – 75,000,000 $ 750 – $ 299,250 $ – $ 300,000

Issuance of common stock for services – – – – – – – – – –

Issuance of convertible notes – – – – – – – – – –

Net loss – – – – – – – – (2,557,176 ) (2,557,176 )

Balance September 30, 2021 2,000,000 $ 20 40,000,000 $ 400 1,381,890,550 $ 13,820 – $ 8,855,402 $ (12,815,771 ) $ (3,946,129 )

Sale of common stock – – – – 11,250,000 $ 113 – $ 44,887 $ – $ 45,000

Issuance of common stock in connection with notes payable – – – – 37,900,000 49 – 21,475 – 21,524

Issuance of common stock upon conversion of notes payable – – – – 115,258,976 1,152 – 471,104 – 472,256

Issuance of common stock for services – – – – 99,000,000 990 – 291,410 – 292,400

Shares repurchased – – – – (14,500,000 ) (145 ) (10,000,000 ) (106,555 ) – (106,700 )

Net loss – – – – – – – – (2,693,117 ) (2,693,117 )

Balance December 31, 2021 2,000,000 $ 20 40,000,000 $ 400 1,630,799,526 $ 15,979 (10,000,000 ) $ 9,577,723 $ (15,508,888 ) $ (5,914,766 )

Preferred Stock
Series A

Preferred Stock
Series B
Common Stock Additional Paid in Accumulated Total Stockholders’
Shares Amount Shares Amount Shares Amount
Capital
Deficit Deficit
Balance March 31, 2021 2,000,000 $ 20 40,000,000 $ 400 1,081,390,550 $ 10,815 $ 7,652,677 $ (9,197,248 ) $ (1,533,336 )
Sale of common stock – – – – 220,000,000 2,200 877,800 – 880,000
Issuance of common stock for services – – – – 5,500,000 55 23,595 – 23,650
Issuance of convertible notes – – – – – – 2,080 – 2,080
Net loss – – – – – – – (1,061,347 ) (1,061,347 )
Balance June 30, 2021 2,000,000 $ 20 40,000,000 $ 400 1,306,890,550 $ 13,070 $ 8,556,152 $ (10,258,595 ) $ (1,688,953 )
See accompanying notes to the unaudited consolidated financial statements.

Preferred Stock
Series A

Preferred Stock
Series B
Common Stock Additional Paid in Accumulated Total Stockholders’
Shares Amount Shares Amount
Capital

Deficit
Deficit
Balance March 31, 2020 2,000,000 $ 20 – 539,267,304 $ 5,394 $ 3,600,197 $ (3,816,978 ) $ (211,367 )
Sale of common stock for cash – – – 4,000,000 40 14,360 – 14,400
Conversion of notes payable – – 16,292,915 163 55,459 – 55,622
Net Loss – – – – – – (495,506 ) (495,506 )
Balance June 30, 2020 2,000,000 $ 20 – 559,560,219 $ 5,597 $ 3,670,016 $ (4,312,484 ) $ (636,851
5

B2Digital, Incorporated
Consolidated Statement of Changes in Stockholders' Deficit
For the Three and Nine months ended December 31, 2021, and 2020 (Unaudited)
Preferred Stock Preferred Stock Additional Total
Series A Series B Common Stock Treasury Paid in Accumulated Stockholders’
Shares Amount Shares Amount Shares Amount Stock Capital Deficit Deficit
Balance March 31, 2020 2,000,000 $ 20 – – 539,267,304 $ 5,394 – $ 3,600,197 $ (3,816,978 ) $ (211,367 )

Issuance of common stock for services – – – – 4,000,000 40 – 14,360 – 14,400

Conversion of notes payable – – – – 16,292,915 163 – 55,459 – 55,622

Net loss – – – – – – – – (495,506 ) (495,506 )

Balance June 30, 2020 2,000,000 $ 20 – – 559,560,219 $ 5,597 – $ 3,670,016 $ (4,312,484 ) $ (636,851 )

Sale of common stock – – – – 62,000,002 $ 620 – $ 464,380 $ – $ 465,000

Issuance of common stock for services – – – – 11,733,333 117 – 74,816 – 74,933

Conversion of notes payable – – – – 25,663,705 256 – 434,579 – 434,835

Net loss – – – – – – – – (1,269,353 ) (1,269,353 )

Balance September 30, 2020 2,000,000 $ 20 – – 658,957,259 $ 6,590 – $ 4,643,791 $ (5,581,837 ) $ (931,436 )

Stock issued for compensation – – 40,000,000 $ 400 – $ – – $ 319,600 $ – $ 320,000

Equity offering costs – – – – – – – (566,261 ) – (566,261 )

Warrants issued for offering costs – – – – – – – 566,261 – 566,261

Conversion of notes payable – – – – 71,906,954 719 – 413,470 – 414,189

Net loss – – – – – – – – (978,156 ) (978,156 )

Balance December 31, 2020 2,000,000 $ 20 40,000,000 $ 400 730,864,213 $ 7,309 – $ 5,376,861 $ (6,559,993 ) $ (1,175,403 )

See accompanying notes to the unaudited consolidated financial statements.

~~F-3~~6

B2Digital, Incorporated
Consolidated Statements of Cash Flows (Unaudited)

For the three months ended
June 30, June 30,
2021 2020

Cash Flows from Operating Activities
Net Loss $ (1,061,347 ) $ (495,506 )

Adjustments to reconcile net loss to net cash used in operating activities:
Stock compensation 23,650 14,400
Depreciation and amortization 88,049 32,972
Loss on settlement of debt 0 18,281
Gain on forgiveness of loan (23,303 ) 0
Gain on settlement of debt 0 (5,040 )
Gain on sale of assets (230 ) 0
Gain on extinguishment of debt (80,741 ) 0
Interest expense on extinguishment of debt 8,246 0
Amortization of debt discount 155,736 51,651
Change in fair value of derivative liabilities (310,871 ) 275,432
Right-of-use asset/liability 24,376 0
Changes in operating assets & liabilities
Prepaid expenses (18,231 ) 140
Accounts receivable (9,289 ) 0
Accounts payable and accrued liabilities 193,027 (6,948 )
Deferred revenue (34,896 ) 7,293
Net cash used in operating activities (1,045,826 ) (107,325 )

Cash Flows from Investing Activities
Business acquisitions (125,000 ) 0
Payments to related parties 0 (470 )
Capital expenditures (174,184 ) (1,084 )
Net cash used in investing activities (299,184 ) (1,554 )

Cash Flows from Financing Activities
Proceeds from notes payable 153,000 122,800
Proceeds from convertible notes payable 370,181 0
Repayments related to payable due for business combinations 0 (5,000 )
Repayments of notes payable (2,347 ) 0
Repayments of convertible notes payable (65,372 ) 0
Payment to note payable (843 ) (63 )
Issuance of common stock 880,000 0
Net cash provided by financing activities 1,334,619 117,737

Decrease in Cash (10,391 ) 8,858

Cash at beginning of period 122,176 46,729

Cash (and equivalents) at end of period $ 111,785 $ 55,587

Supplemental Cash Flow Information
Cash paid for interest $ 2,319 $ 0
Cash paid for income taxes $ 0 $ 0
Non-cash investing and financing activities:
23,000,000 shares of common stock issued for business combination $ 0 $ 147,200
29,454,800 shares returned in exchange for forgiveness of loan receivable $ 0 $ 644,441

For the nine months ended
December 31, December 31,
2021 2020
Cash Flows from Operating Activities
Net Loss $ (6,311,640 ) $ (2,743,015 )

Adjustments to reconcile net loss to net cash used by operating activities:
Stock compensation 316,050 409,333
Depreciation and amortization expense 289,232 119,371
Gain on forgiveness of loan (23,303 ) 0
Financing expense 136,170 0
Loss on settlement of debt 0 18,281
Gain on settlement of debt 0 (10,080 )
Loss on extinguishment of debt 0 70,864
Loss on forgiveness of notes receivable 2,094 0
Gain on extinguishment of debt (209,258 ) 0
Gain on bargain purchase 0 (91,870 )
Loss of sale of assets 640 0
Amortization of debt discount 665,080 212,103
Day one derivative loss 45,485 125,408
Changes in fair value of compound embedded derivative 421,836 592,649
Right- of- use asset/liability 67,750 2,047
Changes in operating assets & liabilities
Prepaid expenses (57,012 ) (4,417 )
Inventory 0 5,236
Accounts payable and accrued liabilities 147,964 90,154
Related party (advances) repayment 1,800 29,630
Deferred revenue (54,768 ) 68,539
Net cash used by operating activities (4,561,880 ) (1,105,767 )

Cash Flows from Investing Activities
Business acquisition (165,000 ) (114,110 )
Capital expenditures (412,892 ) (178,028 )
Net cash used by investing activities (577,892 ) (292,138 )

Cash Flows from Financing Activities
Proceeds from notes payable 150,000 122,766
Proceeds from convertible notes payable 4,178,506 865,000
Repayments related to payable due for business combinations 0 (15,000 )
Repayments of convertible notes payable (432,363 ) 0
Repayment of notes payable (19,653 ) 0
Payment to note payable 0 (11,818 )
Stock repurchases (74,700 ) 0
Issuance of common stock (less treasury stock of $50,000) 1,225,000 465,000
Net cash provided by financing activities 5,026,790 1,425,948

(Decrease) increase in Cash (112,981 ) 28,043

Cash at beginning of period 122,176 46,729

Cash (and equivalents) at end of period $ 9,195 $ 74,772
Supplemental Cash Flow Information
Cash paid for interest $ 9,534 $ 0
Non-cash investing and financing activities:
Conversion of note payable to equity $ 242,400 $ 303,212

See accompanying notes to the unaudited consolidated financial statements.

~~F-4~~7

B2DIGITAL, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
~~JUNE 30,~~DECEMBER 31, 2021
(Unaudited)

NOTE 1 -ORGANIZATION AND NATURE OF BUSINESS

~~In February 2017,~~We are the ~~Board~~premier development league for mixed martial arts (“MMA”). We operate in two major branded segments: The B2 Fighting Series and The ONE More Gym Official B2 Training Facilities Network. We primarily derive revenues from live event ticket sales, pay-per-view ticket sales, content media marketing, and fitness facility memberships.
Our Live Events segment (the B2 Fighting Series) is primarily engaged with scheduling, organizing, and producing live MMA events, marketing those events, and generating both live audience and PPV ticket sales, as well as creatively marketing the archived content generated through its operations in this segment. We also plan to generate additional revenues over time from endorsement deals with global brands as its audience grows. The B2 Fighting Series is licensed in 20 U.S, states to operate LIVE MMA Fights. Most B2 Fighting Series events sell out at the gate. We now operate at a pace of ~~Directors~~more than 40 events per year.
Our Chairman and CEO is now Greg P. Bell. Mr. Bell has over 30 years of ~~B2Digital, Incorporated ("B2Digital" or~~global experience developing more than 20 companies in the ~~"Company") approved a complete restructuring, new management team~~sports, television, entertainment, digital distribution and ~~strategic direction for the Company.~~banking transaction industries. Capitalizing on ~~its history~~the combination of his expertise, relationships and experience as well as his involvement with more than 40,000 live events over his career for major sports leagues and entertainment venues, we are in ~~television, video~~the process of developing and ~~technology, the Company is now forging ahead and becoming~~acquiring companies to become a ~~full-service~~premier vertically integrated live event sports company.

~~B2Digital's first strategy is~~Our Fitness Facility segment operates primarily through the ONE More Gym Official B2 Training Facilities Network. We currently operate five ONE More Gym locations, with plans to ~~build an integrated live event Minor League~~continue to scale up this segment at a pace of 4-8 new locations per year. ONE More Gym locations include specialized MMA training resources and serve a recruiting function for the Mixed Martial Arts (MMA) marketplace. B2Digital will be creating and developing Minor League champions that will move on to the MMA Major Leagues from the B2 Fighting Series (B2FS). This will be accomplished by sponsoring operating live events, acquiring existing MMA promotions and then inviting those champions to the B2FS Regional and National Championship Series. B2Digital will own all media and merchandising rights and digital distribution networks for the B2FS.
2017 marked the kickoff of the B2FS by sponsoring and acquiring MMA regional promotion companies for the development of the B2FS. The second strategy is that the Company plans to add additional sports, leagues, tournaments and special events to its live event business model. This will enable B2Digital to capitalize on their core technologies and business models that will be key to broadening the revenue base of the Company's live event core business. B2Digital will also be developing and expanding the B2Digital live event systems and technologies. These include systems for event management, digital ticketing sales, digital video distribution, digital marketing, Pay-Per View (PPV), fighter management, merchandise sales, brand management and financial control systems.Live Events segment.

Basis of Presentation and Consolidation

The Company has ~~eleven~~ten wholly-owned subsidiaries. Hardrock Promotions LLC which owns Hardrock MMA in Kentucky, ~~Colosseum Combat LLC which owns Colosseum Combat MMA in Indiana,~~ United Combat League MMA LLC, Pinnacle Combat LLC, Strike Hard Productions, LLC, ONE More Gym LLC, One More Gym Merrillville LLC, One More Gym Valparaiso LLC, One More Gym Tuscaloosa LLC, One More Gym Birmingham, Inc. and B2 Productions LLC.

The consolidated financial statements, which include the accounts of the Company and its ~~eleven~~ten wholly-owned subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All significant intercompany balances and transactions have been eliminated. The consolidated financial statements, which include the accounts of the Company and its ~~eight~~ten wholly-owned subsidiaries, and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and presented in USU.S. dollars. The fiscal year end is March 31.

NOTE 2 - ACCOUNTING POLICIES

The significant accounting policies of the Company are as follows:

Basis of Accounting
The interim consolidated financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements; interim disclosures generally do not repeat those in the annual statements. The interim unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

~~F-5~~8

B2DIGITAL, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
~~JUNE 30,~~DECEMBER 31, 2021 ~~(Unaudited)~~

In the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

Use of Estimates
Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. The most significant assumptions and estimates relate to the valuation of derivative liabilities and the valuation of assets and liabilities acquired through business combinations. Actual results could differ from these estimates and assumptions.

Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains deposits primarily in four financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation ~~("FDIC"~~(“FDIC”). The Company has not experienced any losses related to amounts in excess of FDIC limits or $250,000. The Company did 0t have any cash in excess of FDIC limits at ~~June 30,~~December 31, 2021 and 2020, respectively.

Fair Value of Financial Instruments
The Company’s financial instruments consist primarily of accounts payable and accrued liabilities. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The three levels of valuation hierarchy are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

Property and Equipment
Property and equipment are carried at cost. Depreciation is provided on the straight-line method over the assets’ estimated service lives. Expenditures for maintenance and repairs are charged to expense in the period in which they are incurred, and betterments are capitalized. The cost of assets sold or abandoned and the related accumulated depreciation are eliminated from the accounts and any gains or losses are reflected in the accompanying consolidated statement of operations of the respective period. The estimated useful lives range from 3 to 7 years.

~~Goodwill~~
Goodwill represents the cost in excess of the fair value of net assets acquired in business combinations. The Company tests goodwill for impairment on an annual basis and when events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill is deemed to be impaired if the carrying amount of goodwill exceeds its estimated fair value. During the three months ended June 30, 2021, the Company did 0~~t record any impairment on goodwill.~~

9
B2DIGITAL, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021
Other income
During the ~~three~~nine months ended ~~June 30,~~December 31, 2021, and December 31, 2020, the Company received $0 and $2,000, respectively in grant income due to COVID-19 relief. The Company has recorded this grant income under other income in the Statement of Operations.

~~F-6~~
~~B2DIGITAL, INCORPORATED~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021 (Unaudited)~~
Revenue Recognition
Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. The majority of revenues are received from ticket and beverage sales before and during the live events. Sponsorship revenue is also recognized when the live event takes place. Any revenue received for events that have yet to take place are recorded in deferred revenue.

Income Taxes
The Company follows Section 740-10-30 of the FASB ASC, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated Statements of Operations in the period that includes the enactment date. Through ~~June 30,~~December 31, 2021, the Company has an expected loss. Due to uncertainty of realization for these losses, a full valuation allowance is recorded. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements.
~~F-7~~
~~B2DIGITAL, INCORPORATED~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021 (Unaudited)~~

Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited. In addition, Receivables that are factored through the Company's Receivable finance facility are guaranteed by the finance company that further mitigates Credit Risk.

10
B2DIGITAL, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021
Impairment of Long-Lived Assets
In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. There were no impairment charges recorded during the ~~three~~nine months ended ~~June 30,~~December 31, 2021, and ~~2020.~~
~~Inventory~~
Inventories are valued at the lower of cost (determined on a weighted average basis) or market. Management compares the cost of inventories with the market value and allowance is made to write down inventories to market value, if lower. As of June 30, 2021 and March 31, 2021, the Company had 0 ~~Finished Goods Inventory.~~2020, respectively.

Earnings Per Share (EPS)
The Company utilize FASB ASC 260, ~~“Earnings~~Earnings per ~~Share.”~~Share. Basic earnings (loss) per share is computed by dividing earnings (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include additional common shares available upon exercise of stock options, restricted stock awards and warrants using the treasury stock method, except for periods of operating loss for which no common share equivalents are included because their effect would be anti-dilutive. As of ~~June 30,~~December 31, 2021, the convertible notes are indexed to ~~559,931,126~~1,372,797,202 shares of common stock.

The following table sets ~~for~~forth the computation of basic and diluted earnings per share for the ~~three~~nine months ended ~~June 30,~~December 31, 2021, and 2020:
Schedule of Earnings Per Share, Basic and Diluted

June 30,
2021

June 30,
2020

Basic and diluted
Net loss $ (1,061,347 ) $ (495,506 )

Net loss per share
Basic $ (0.00 ) $ (0.00 )
Diluted $ (0.00 ) $ (0.00 )

Weighted average number of shares outstanding:
Basic & diluted 1,207,948,242 550,425,206
~~F-8~~
~~B2DIGITAL, INCORPORATED~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021 (Unaudited)~~
Schedule of Earnings Per Share, Basic and Diluted

December 31,
2021

December 31,
2020

Basic and diluted
Net loss $ (6,311,640 ) $ (2,743,015 )

Net loss per share
Basic $ (0.00 ) $ (0.00 )
Diluted $ (0.00 ) $ (0.00 )

Weighted average number of shares outstanding:
Basic 1,341,287,504 619,783,280

Stock Based Compensation
The Company records stock-based compensation in accordance with the provisions of FASB ASC Topic 718, ~~“Accounting~~Accounting for Stock Compensation”, which establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. In accordance with guidance provided under ASC.

Topic 718, the Company recognizes an expense for the fair value of its stock awards at the time of grant and the fair value of its outstanding stock options ~~as they vest,~~and stock awards, whether held by employees or others. As of ~~June 30,~~December 31, 2021, there were 0 options ~~outstanding.~~outstanding and 99,000,000 shares of stock awards.

11
B2DIGITAL, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021
On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718)~~(Topic 718)~~: Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC 718 and forgo revaluing the award after this date. The Company adopted ASU 2018-07 on April 1, ~~2020.~~2019. The adoption of this standard did not have a material impact on the consolidated financial statements.

Recently Adopted Accounting Pronouncements
In ~~September 2016,~~August 2020, the FASB issued ASU ~~2016-13, Measurement of Credit Losses on Financial~~2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments ~~(Topic 326), which replaces the incurred-loss impairment methodology~~ and ~~requires immediate recognition of estimated credit losses expected to occur~~Contracts in an Entity’s Own Equity. The ASU simplifies accounting for ~~most financial assets, including trade receivables. Credit losses on available-for-sale~~convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt ~~securities with unrealized losses~~instruments will be ~~recognized~~reported as ~~allowances~~a single liability instrument with no separate accounting for ~~credit losses limited~~embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the ~~amount by~~derivative scope exception, which ~~fair value is below amortized cost.~~will permit more equity contracts to qualify for the exception. The ASU ~~2016-13~~also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for ~~the Company~~fiscal years beginning ~~April 1,~~after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company ~~does not believe~~is currently evaluating the ~~potential~~ impact of the ~~new guidance and related codification improvements will be material to its~~adoption of the standard on the consolidated financial ~~position, results of operations and cash flows.~~statements.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

~~F-9~~
~~B2DIGITAL, INCORPORATED~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021 (Unaudited)~~
NOTE 3 – GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going concern basis. For the ~~three~~nine months ended ~~June 30,~~December 31, 2021, the Company had a net loss of $~~1,061,347~~(6,311,640), had net cash used in operating activities of $~~1,045,826~~4,561,880, had negative working capital of $~~3,327,719~~7,608,136, accumulated deficit of $~~10,258,595~~ 15,508,888and stockholders’ deficit of $~~1,688,953~~5,914,766. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future. Management plans to provide for the Company’s capital requirements by continuing to issue additional equity and debt securities. The outcome of these matters cannot be predicted at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
12
B2DIGITAL, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021

NOTE 4 – REVENUE

The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. ~~The majority of revenues are received from live events, which~~Live event revenue primarily ~~include~~includes ticket and beverage sales before and during the live events. Sponsorship revenue is also recognized when the live event takes place. Any revenue received for events that have yet to take place are recorded in deferred revenue. Gym revenue comprises primarily of membership dues and subscription. Other gym revenue includes personal training, group fitness and meal planning.

Information about the Company’s net sales by revenue type for the three and nine months ended ~~June 30,~~December 31, 2021, and 2020 are as follows:
Schedule of revenue
Schedule of net sales by revenue type
For the three months ended For the three months ended
June 30, June 30, December 31, December 31,

2021
(Unaudited)

2020
(Unaudited)

2021
(Unaudited)

2020
(Unaudited)

Live events $ 235,591 $ 59 $ 263,782 $ 82,524
Gym revenue 333,174 59,962 348,850 218,025
Net sales $ 568,765 $ 60,021
Total revenue $ 612,632 $ 300,549

~~All revenue is derived in the United States.~~
~~Information about the Company’s contract liabilities for the three months ended June 30, 2021 and 2020 are as follows:~~
Schedule of deferred revenue
As of
June 30, June 30,
2021 2020
Balance at beginning of year $ 119,504 $ 13,992
Deferral of revenue 169,798 37,960
Recognition of unearned revenue (204,694 ) (30,668 )
Balance at June 30 $ 84,608 $ 21,284
For the nine months ended
December 31, December 31,

2021
(Unaudited)

2020
(Unaudited)

Live events $ 782,544 $ 112,901
Gym revenue 1,058,863 383,596
Total revenue $ 1,841,407 $ 496,497

~~F-10~~13

B2DIGITAL, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
~~JUNE 30,~~DECEMBER 31, 2021 ~~(Unaudited)~~

NOTE 5 –PROPERTY AND EQUIPMENT

Property and equipment, net, consisted of the following ~~at June 30,~~as of December 31, 2021, and March 31, 2021:
Property and equipment
Schedule of property and equipment
As of As of
June 30, 2021 March 31, 2021
December 31,
2021

March 31,
2021

Gym equipment $ 505,715 $ 420,880 $ 533,253 $ 420,880
Cages 146,509 132,350 151,009 132,350
Event assets 104,270 92,117 116,088 92,117
Furniture and fixtures 16,766 16,766 16,765 16,766
Production truck gear 11,740 11,740 11,740 11,740
Production equipment 47,875 32,875 60,888 32,875
Venue lighting system 38,266 37,250 38,266 37,250
Leasehold improvements 117,541 43,712 215,643 43,712
Electronics hardware and software 133,378 124,624 164,921 124,624
Trucks trailers and vehicles 241,278 197,921 234,533 197,921
1,363,338 1,110,235 1,543,106 1,110,235
Less: accumulated depreciation (227,095 ) (165,236 ) (349,830 ) (165,236 )
$ 1,136,243 $ 944,999 $ 1,193,276 $ 944,999

Depreciation expense related to these assets for the ~~three~~nine months ended ~~June 30,~~December 31, 2021, and 2020 amounted to $~~61,859~~210,663 and $~~18,943~~70,025, respectively.

NOTE 6 – INTANGIBLE ASSETS

Intangible assets, net, consisted of the ~~following:~~following as of December 31, 2021, and March 31, 2021:
Intangible assets
As of As of
June 30, 2021 March 31, 2021

Licenses $ 142,248 $ 142,248
Customer relationships 216,343 170,031
Software development 12,585 12,585
371,176 324,864
Less:  accumulated amortization (126,163 ) (99,974 )
$ 245,013 $ 224,890
Schedule of intangible assets
As of As of

December 31,
2021

March 31,
2021

Licenses $ 142,248 $ 142,248
Software/website development 12,585 12,585
Customer relationships 216,343 170,031
371,176 324,864
Less: accumulated amortization (178,542 ) (99,974 )
$ 192,634 $ 224,890

Licenses are amortized over five years, whereas customer relationships and software/website development are amortized over three 3 years. Amortization expense related to these assets for the ~~three~~nine months ended ~~June 30,~~December 31, 2021, and 2020 amounted to $~~26,190~~ 78,569and $~~14,029~~49,346, respectively.

~~F-11~~14

B2DIGITAL, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
~~JUNE 30,~~DECEMBER 31, 2021 ~~(Unaudited)~~

Estimated amortization expense
Estimated amortization expense for each of the next five years:

Fiscal year ended March 31, 2022 $ 78,569
Fiscal year ended March 31, 2023 97,842
Fiscal year ended March 31, 2024 61,533
Fiscal year ended March 31, 2025 7,069
Total $ 245,013
Estimated amortization expense for each of the next four years:
Schedule of amortization expense
Fiscal year ended March 31, 2022 $ 26,189
Fiscal year ended March 31, 2023 97,842
Fiscal year ended March 31, 2024 61,532
Fiscal year ended March 31, 2025 7,071
Total $ 192,634

NOTE 7 –BUSINESS ACQUISITIONS
Club Fitness, LLC

On April 1, 2021, the Company entered into an agreement for the acquisition of 100% of the equity interest in Club Fitness LLC. The purchase price was ~~$125,000~~ $125,000 in cash. The acquisition closed in April 2021.
Business combination purchase allocation
Schedule of business combination purchase allocation
Consideration
Cash $ 125,000 $ 125,000

Fair values of identifiable net assets:
Property & equipment:
Gym equipment $ 76,689 $ 76,689

Intangible assets:
Customer relationships 46,311 46,311

Total fair value of identifiable net assets $ 125,000 $ 125,000

The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination. The fair value of the net identifiable assets consisted of gym equipment of ~~$76,689.~~$76,689. The Company assigned a fair value of ~~$46,311~~$46,311 in intangible assets – customer relationships. The intangible assets – customer relationships are being amortized over their estimated life, currently expected to be three years.

~~F-12~~15

B2DIGITAL, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
~~JUNE 30,~~DECEMBER 31, 2021 ~~(Unaudited)~~

NOTE 8 - NOTES PAYABLE

The following is a summary of notes payable as of ~~June 30,~~December 31, 2021, and March 31, 2021:
Schedule of notes payable
As of As of
June 30, March 31,
2021 2021
Notes payable - current maturity:
Note Payable PPP SBA Loan $ 0 $ 15,600
SBA EIDL Loan 10,000 10,000
SBA Loan Payable B2Digital 97,200 97,200
Notes payable – in default:
Emry Capital $14,000, 4% loan with principal and interest due April, 2020 14,000 14,000
Notes payable – long term:
WLES LP LLC $60,000, 5% loan due January 15, 2022 30,000 30,000
Brian Cox 401K 10,533 12,882
SBA Loan (Hillcrest) 35,400 35,400
SBA Loan (One More Gym, LLC) 56,414 63,047
GS Capital, LLC 153,000 0
Total notes payable 406,547 278,129
Less: long-term (96,947 ) (105,929 )
Total $ 309,600 $ 172,200
~~On May 8, 2020, WLES LP LLC converted $30,000 of its $60,000 notes payable into 12,000,000 shares of common stock. As a result, the Company recorded a loss on settlement of debt in the amount of $18,281~~.
Schedule of notes payable
As of As of
December 31, March 31,
2021 2021
Notes payable - current maturity:
Note Payable PPP SBA Loan $ – $ 15,600
SBA EIDL Loan 10,000 10,000
SBA Loan Payable B2Digital 97,200 97,200
GS Capital, LLC 153,000 0
Notes payable – in default:
Emry Capital $14,000, 4% loan with principal and interest due April, 2020 14,000 14,000
Notes payable – long term:
WLES LP LLC $60,000, 5% loan due January 15, 2022 30,000 30,000
Brian Cox 401K 0 12,882
SBA Loan (Hillcrest) 35,400 35,400
SBA Loan (One More Gym, LLC) 48,573 63,047
Total notes payable 388,173 278,129
Less: long-term (78,573 ) (105,929 )
Total $ 309,600 $ 172,200

During the ~~three~~nine months ended ~~June 30,~~December 31, 2021, the Company incurred ~~$4,603~~$15,018 in interest expense related to notes payable.

During the ~~three~~nine months ended ~~June 30,~~December 31, 2021, the Company repaid $~~2,347~~12,881 on its loan payable to Brian Cox.

During the ~~three~~nine months ended ~~June 30,~~December 31, 2021, the bank forgave ~~$6,634~~$6,634 in principal and ~~$1,069~~$1,069 in accrued interest on its SBA Loan (One More Gym, LLC). As a result, the Company recorded $7,703 in gain on forgiveness of loan.

During the ~~three~~nine months ended ~~June 30,~~December 31, 2021, the bank forgave the Company’s PPP loan of ~~$15,600.~~$15,600. No interest was accrued as of the payoff date. As a result, the Company recorded $15,600 in gain on forgiveness of loan.

~~F-13~~16

B2DIGITAL, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
~~JUNE 30,~~DECEMBER 31, 2021 ~~(Unaudited)~~

NOTE 9 – CONVERTIBLE ~~NOTES~~NOTE PAYABLE

The following is a summary of convertible notes payable as of ~~June 30,~~December 31, 2021:
Convertible note payable
Schedule of convertible notes payable
Note* Inception Date Maturity Coupon Face Value Unamortized Discount Carrying Value Issuance Date Maturity Coupon Face Value Unamortized Discount Carrying Value
Note 5 1/27/2020 1/27/2021 8% $ 202,400 $ 0 $ 202,400
Note 6 2/19/2020 2/19/2021 8% 85,800 0 85,800 2/19/2020 4/18/2022 8% 45,800 – 45,800
Note 7 3/10/2020 3/10/2021 8% 85,800 0 85,800 3/10/2020 4/18/2022 8% 85,800 – 85,800
Note 8 8/4/2020 8/4/2021 8% 156,000 9,379 146,621 8/4/2020 4/18/2022 8% 156,000 – 156,000
Note 9 10/2/2020 10/2/2021 8% 205,000 37,415 167,585 10/2/2020 4/18/2022 8% 205,000 – 205,000
Note 10 10/15/2020 10/15/2021 8% 172,000 27,964 144,036 10/15/2020 4/18/2022 8% 172,000 – 172,000
Note 11 11/2/2020 11/2/2021 8% 69,000 13,114 55,886 11/2/2020 4/18/2022 8% 69,000 – 69,000
Note 12 11/12/2020 11/12/2021 8% 69,000 8,318 60,682 11/12/2020 4/18/2022 8% 69,000 – 69,000
Note 14 12/10/2020 12/10/2021 8% 80,000 16,515 63,485 12/10/2020 4/18/2022 8% 80,000 – 80,000
Note 16 1/14/2021 1/14/2022 8% 107,000 23,068 83,932 1/14/2021 4/18/2022 8% 107,000 3,648 103,352
Note 17 1/27/2021 1/27/2021 8% 60,000 15,969 44,031 1/27/2021 4/18/2022 8% 60,000 2,595 57,405
Note 18 2/3/2021 2/3/2022 8% 45,250 33,439 11,811
Note 19 2/12/2021 2/12/2022 8% 69,000 47,402 21,598
Note 20 4/30/2021 4/30/2022 8% 104,000 3,343 100,657 4/30/2021 4/30/2022 8% 104,000 1,351 102,649
Note 21 5/25/2021 5/25/2022 8% 104,000 5,586 98,414 5/25/2021 5/25/2022 8% 104,000 2,578 101,422
Note 22 6/24/2021 6/24/2022 8% 185,652 57,529 128,123 6/24/2021 6/24/2022 8% 185,652 31,424 154,228
Note 24 7/24/2021 7/24/2022 8% 265,000 44,322 220,678
Note 25 8/04/2021 8/4/2022 8% 129,800 22,854 106,946
Note 26 8/11/2021 8/11/2022 8% 151,500 25,881 125,619
Note 27 8/16/2021 8/16/2022 8% 88,400 20,369 68,031
Note 28 8/20/2021 8/20/2022 8% 151,500 29,317 122,183
Note 29 8/30/2021 8/30/2022 8% 140,650 25,682 114,968
Note 30 9/02/2021 9/02/2022 8% 216,385 43,972 172,413
Note 31 9/17/2021 9/17/2022 8% 270,480 48,092 222,388
Note 32 9/30/2021 9/30/2022 8% 270,480 49,425 221,055
Note 33 10/07/2021 10/7/2022 8% 86,900 71,447 15,453
Note 34 10/26/2021 10/26/2022 8% 270,480 53,852 216,628
Note 35 10/30/2021 10/30/2022 8% 46,800 39,931 6,869
Note 36 11/03/2021 11/03/2022 8% 270,480 38,400 232,080
Note 37 11/16/2021 11/16/2022 8% 324,576 123,669 200,907
Note 38 11/30/2021 11/30/2022 8% 270,480 79,078 191,402
Note 39 12/10/2021 12/10/2022 8% 601,000 178,145 422,855
Note 40 12/15/2021 12/15/2022 8% 270,480 87,489 182,991
Note 41 12/23/2021 12/23/2022 8% 54,100 17,605 36,495
Total $ 1,799,902 $ 299,041 $ 1,500,861 $ 5,322,743 $ 1,041,126 $ 4,281,617

* Notes 1, 2, 3, 4 and 45 in the amounts of $82,000, $208,000, $27,000, $62,000 and ~~$62,000,~~$202,400, respectively, were fully converted as of ~~March~~December 31, 2021.
* On October 18, 2021, the maturity dates of each of Notes 6, 7, 8, 9, 10, 11, 12, 14, 16, and 17 were extended to April 18, 2022 and the lender waived all penalty interest for non-payment.
*Note 23 in the amount of $180,400 was paid in cash on November 23, 2021. The Company recognized a gain on extinguishment of debt in the amount of $32,544.
17
B2DIGITAL, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021

Between April 1, 2021, and ~~June 30,~~December 31, 2021, the Company issued to “accredited investors,” Convertible Promissory Notes aggregating a principal amount of $~~393,652~~4,453,543. The Company received an aggregate net proceeds of $~~370,181~~3,949,765 after $~~23,471~~481,278 in original note ~~discount.~~discount and $22,500 in legal fees. The Company has agreed to pay interest on the unpaid principal balance at the rate of eight percent (8%) per annum from the dates on which Notes are issued until the same becomes due and payable, whether at maturity or upon acceleration, ~~or by~~ prepayment or otherwise. The Company shall have the right to prepay the Notes, provided it makes a payment as set forth in the agreements.

The outstanding principal amount of the Notes is convertible into the Company’s common stock at the lender’s option at $0.01 per share for the first six months of the term of the Notes. After the six-month anniversary, the conversion price is equal to 63% of the average of the three lowest trading prices of the Company’s common stock.

Accounting Considerations

The Company has accounted for the Notes as a financing transaction, wherein the net proceeds that were received were allocated to the financial instrument issued. Prior to making the accounting allocation, the Company evaluated the agreement under ASC 815 Derivatives and Hedging (“ASC 815”). ASC 815 generally requires the analysis embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. The material embedded derivative features consisted of the embedded conversion option and default puts. The conversion option and default puts bear risks of equity which were not clearly and closely related to the host debt agreement and required bifurcation. The contracts do not permit the Company to settle in registered shares and the contracts also contain make-whole provisions both of which preclude equity classification. Current accounting principles that are also provided in ASC 815 do not permit an issuer to account separately for individual derivative terms and features that require bifurcation and liability classification. Rather, such terms and features must be and were bundled together and fair valued as a single, compound embedded derivative.

~~F-14~~18

B2DIGITAL, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
~~JUNE 30,~~DECEMBER 31, 2021 ~~(Unaudited)~~

The net proceeds were allocated to the compound embedded derivative and original issue discount. The notes will be amortized up to its face value over the life of Notes based on an effective interest rate. Amortization expense and interest expense for the ~~three~~nine months ended ~~June 30,~~December 31, 2021 is as follows:
Schedule of amortization expense, interest expense and accrued interest on debt
Note Interest Expense Accrued Interest Amortization of Debt Discount Unamortized
Note 6 $ 2,078 $ 9,723 $ – $ –
Note 7 7,785 22,675 – –
Note 8 4,343 17,575 – –
Note 9 4,044 20,400 – –
Note 10 3,468 16,663 7,463 –
Note 11 1,391 6,412 3,542 –
Note 12 1,391 6,261 2,181 –
Note 14 1,613 6,768 7,067 –
Note 16 2,158 8,232 10,215 3,648
Note 17 1,210 4,445 7,130 2,595
Note 20 2,097 5,585 1,002 1,351
Note 21 2,097 5,015 1,516 2,578
Note 22 3,744 7,731 13,657 31,424
Note 24 5,344 9,119 16,648 44,322
Note 25 2,617 4,239 8,518 22,854
Note 26 3,055 4,715 9,691 25,881
Note 27 1,783 2,654 7,223 20,369
Note 28 3,055 4,416 10,758 29,317
Note 29 2,836 3,792 8,372 25,682
Note 30 4,363 5,691 14,079 43,972
Note 31 5,454 6,883 15,742 48,092
Note 32 5,454 5,454 14,380 49,425
Note 33 1,600 1,600 6,763 71,447
Note 34 4,328 4,328 9,409 53,852
Note 35 677 677 2,189 39,931
Note 36 3,695 3,695 6,999 38,400
Note 37 3,201 3,201 8,559 123,669
Note 38 1,838 1,838 5,924 79,078
Note 39 4,084 4,084 15,815 178,145
Note 40 949 949 6,386 87,489
Note 41 – – – 17,605
Total $ 91,752 $ 204,820 $ 221,228 $ 1,041,126
Amortization expense, interest expense and accrued interest
Note Interest Expense Accrued Interest Amortization of Debt Discount Unamortized
Note 5 $ 8,730 $ 30,132 $ 0 $ 0
Note 6 3,850 11,800 0 0
Note 7 3,850 10,979 0 0
Note 8 3,111 11,283 13,022 9,379
Note 9 4,089 12,176 30,586 37,415
Note 10 3,431 9,726 17,947 27,964
Note 11 1,376 3,630 8,172 13,114
Note 12 1,376 3,478 5,573 8,318
Note 14 1,596 3,542 8,224 16,515
Note 15 12 0 43,661 0
Note 16 2,134 3,916 8,296 23,068
Note 17 1,198 2,026 5,469 15,969
Note 18 903 1,459 5,169 33,439
Note 19 1,376 2,087 8,468 47,402
Note 20 1,390 1,390 656 3,343
Note 21 821 821 493 5,586
Note 22 244 244 0 57,529
$ 39,487 $ 108,689 $ 155,736 $ 299,041
As of June 30, 2021, Note 5, Note 6, and Note 7 are considered in default. Upon an event of default, the interest accrues at 18%. Additionally, upon non-payment at maturity, the principal increases by 10%. The principal on Note 5 increased by $~~18,400, Note 6 increased by $7,800~~ ~~and Note 7 increased by $7,800~~.
~~F-15~~19

B2DIGITAL, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
~~JUNE 30,~~DECEMBER 31, 2021 ~~(Unaudited)~~

NOTE 10 –DERIVATIVE FINANCIAL INSTRUMENTS

The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of ~~June 30,~~December 31, 2021:
Schedule of derivative liabilities
June 30, 2021 December 31, 2021
The financings giving rise to derivative financial instruments Indexed
Shares Fair
Values Indexed
Shares Fair
Values
Compound embedded derivatives 559,931,126 $ (788,069 ) 1,372,797,202 (2,199,087 )
Total 559,931,126 $ (788,069 ) 1,372,797,202 (2,199,087 )

The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of ~~June 30,~~December 31, 2020:

June 30, 2020 December 31, 2020
The financings giving rise to derivative financial instruments Indexed
Shares Fair
Values Indexed
Shares Fair
Values
Compound embedded derivatives 277,598,000 $ (334,222 ) 311,625,168 (739,574 )
Total 277,598,000 $ (334,222 ) 311,625,168 (739,574 )

The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the three months ended ~~June 30, 2021:~~December 31, 2021, and 2020:

The financings giving rise to derivative financial instruments and the income effects: June 30, 2021 December 31, 2021 December 31, 2020
Compound embedded derivatives $ 310,871 $ (66,894 ) $ 194,410
Total gain (loss) $ 310,871
Day one derivative loss (45,485 ) (125,408 )
Total (loss) $ (112,379 ) $ (69,002 )

The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the ~~three~~nine months ended ~~June 30,~~December 31, 2021, and 2020:

The financings giving rise to derivative financial instruments and the income effects: June 30, 2020 December 31, 2021 December 31, 2020
Compound embedded derivatives $ (275,432 ) $ (421,836 ) $ (592,997 )
Total gain (loss) $ (275,432 )
Day one derivative loss (45,485 ) (125,408 )
Total (loss) $ (467,321 ) $ (715,405 )
20
B2DIGITAL, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021

The Company’s Convertible Promissory Notes issued between October 4, 2019, and ~~June 24,~~December 31, 2021, gave rise to derivative financial instruments. The notes embodied certain terms and conditions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. These terms and features consist of the embedded conversion option.

Current accounting principles that are provided in ASC 815 - Derivatives and Hedging require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. In addition, the standards do not permit an issuer to account separately for individual derivative terms and features embedded in hybrid financial instruments that require bifurcation and liability classification as derivative financial instruments. Rather, such terms and features must be bundled, ~~together~~ and fair valued as a single, compound embedded derivative. The Company has selected the Monte Carlo Simulations valuation technique to fair value the compound embedded derivative because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving compound embedded derivatives. Such assumptions include, among other inputs, interest risk assumptions, credit risk assumptions and redemption behaviors in addition to traditional inputs for option models such as market trading volatility and risk-free rates. The Monte Carlo Simulations technique is a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators.

~~F-16~~
~~B2DIGITAL, INCORPORATED~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021 (Unaudited)~~
Significant inputs and results arising from the Monte Carlo Simulations process are as follows for the embedded derivatives that have been bifurcated from the Convertible Notes and classified in liabilities:
~~Significant inputs~~
~~June 30, 2021~~
~~Quoted market price on valuation date~~ $~~0.0041~~
~~Contractual conversion rate~~ $~~0.0027~~ ~~- $0.01~~
~~Contractual term to maturity~~ ~~0.095 Years – 1.0 Years~~
~~Market volatility:~~
~~Equivalent Volatility~~ ~~21.33% - 230.47%~~
~~Interest rate~~ ~~8.0~~%
Schedule of significant inputs
December 31, 2021
Quoted market price on valuation date $ 0.0029
Contractual conversion rate $0.0001-$0.01
Contractual term to maturity 0.005 Years – 1.0 Years
Market volatility:
Equivalent Volatility 90.12% - 170.73%
Interest rate 8.00%

The following table reflects the issuances of compound embedded derivatives and the changes in fair value inputs and assumptions related to the compound embedded derivatives during the period ended ~~June 30,~~December 31, 2021, and March 31, 2021.
Schedule of changes in fair value of derivatives
June 30, March 31,
2021 2021 December 31, March 31,
2021 2021
Beginning balance $ 1,137,623 $ 58,790 $ 1,137,623 $ 58,790
Issuances:
Compound embedded derivatives 42,058 732,416 1,088,514 732,416
Conversions 0 (859,352 ) (287,897 ) (859,352 )
Derivative extinguished / debt repaid in cash (80,740 ) (126,892 ) (160,989 ) (126,892 )
Loss (gain) on changes in fair value inputs and assumptions reflected in income (310,871 ) 1,332,661
(Gain) loss on changes in fair value inputs and assumptions reflected in income 421,836 1,332,661
Total $ 788,069 $ 1,137,623 $ 2,199,087 $ 1,137,623

~~F-17~~21

B2DIGITAL, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
~~JUNE 30,~~DECEMBER 31, 2021 ~~(Unaudited)~~

NOTE 11 - EQUITY

Preferred Stock

There are 50,000,000 shares authorized as preferred stock, of which 40,000,000 are designated as Series B and 2,000,000 are designated as Series A. 8,000,000 shares have yet to be designated. All 2,000,000 shares of Series A preferred are issued and outstanding. Each share of Series A preferred is convertible into 240 shares of common stock. The Series A Preferred Stock votes with the Common Stock on all matters to be voted on by the common stock on an as-converted basis. On such matters, each holder of Series A Preferred Stock is entitled to 240 votes for each share of Series A Preferred Stock held by such shareholder.

~~On November 23, 2020, as part of an Employment Agreement, the Company’s Chief Executive Officer received~~ ~~40,000,000~~ ~~shares of Series B Convertible Preferred Stock. Each share of Series B Preferred is convertible into two shares of common stock. As such the fair value, $320,000, was based on the value of~~ ~~80,000,000~~ ~~common shares on the date of agreement, $0.004 per share. The shares are considered immediately vested as of November 23, 2020.~~
Common Stock
Common Stock Issuances for the ~~three~~nine months ended ~~June 30,~~December 31, 2020

On April 23, 2020, the Company issued 4,292,915 shares of stock to GS Capital in exchange for the conversion of $7,341 in convertible note principal.
On May 8, 2020, the Company issued 12,000,000 shares of stock to WLES LP LLC in exchange for the conversion of $30,000 in convertible note principal. The 12,000,000 shares were valued at $48,281 resulting in a loss on settlement of debt in the amount of $18,281.
On June 16, 2020, the Company issued 4,000,000 shares of common stock to Veyo Partners LLC in exchange for investor relation services valued at $~~25,600~~14,400 or ~~$0.0064~~$0.0036 per share.

On ~~May 14,~~July 10, 2020, the Company issued 4,000,000 shares of common stock to Veyo Partners LLC in exchange for investor relation services valued at $14,000 or $0.0035 per share.
On July 31, 2020, GS Capital converted $7,500 in principal and $488 in accrued interest of the October 4, 2019, $84,000 face value note into 5,071,885 shares of common stock. The 5,071,885 shares were valued at $16,558. The Company recorded the removal of the $7,500 in principle, $488 in interest, and $8,570 in derivative liabilities resulting in no gain or loss.
On August 10, 2020, the Company issued 4,000,000 shares of common stock to Veyo Partners LLC in exchange for investor relation services valued at $34,800 or $0.0087 per share.
On August 13, 2020, the Company sold ~~1,562,500~~13,333,334 shares of common stock for $~~10,000~~ 100,000or ~~$0.0064~~$0.0075 per share.

On ~~May 25,~~August 19, 2020, the Company sold ~~11,718,750~~13,333,334 shares of common stock for $~~75,000~~100,000 or ~~$0.0064~~$0.0075 per share.

On ~~June~~August 20, 2020, GS Capital converted $12,500 in principal and $871 in accrued interest of the October 4, 2019, $84,000 face value note into 8,468,394 shares of common stock. The 8,468,394 shares were valued at $155,914. After recording the removal of the $12,500 in principal, $871 in interest, and $138,647 in derivative liabilities, the Company recorded $3,896 as loss on extinguishment of debt.
22
B2DIGITAL, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021
On September 1, 2020, the Company ~~issued~~sold ~~67,000,000~~13,333,334 shares of common stock for $100,000 or $0.0075 per share.
On September 9, 2020, GS Capital converted $55,000in ~~exchange~~principal and $4,075 in accrued interest of the October 4, 2019, $84,000 face value note into 12,123,426 shares of common stock. The 12,123,426 shares were valued at $262,363. After recording the removal of the $55,000 in principal amounts, $4,075 in interest, and $142,990 in derivative liabilities, the Company recorded $60,298 as loss on extinguishment of debt.
On September 14, 2020, the Company sold 22,000,000 shares of common stock for $165,000 or $0.0075 per share.
On December 31, 2020, the Company issued 3,733,333 shares of common stock for services valued at $~~428,800~~26,133 or ~~$0.0064~~$0.0070 per share.

~~On June 1, 2020, the Company issued~~ ~~6,000,000~~ ~~shares of common stock in exchange for the acquisition of UCL MMA LLC valued at $39,000~~ ~~or $0.0065 per share.~~
Common Stock Issuances for the ~~three~~nine months ended ~~June 30,~~December 31, 2021

On April 1, 2021, the Company issued 50,000,000 shares of stock to GS Capital in exchange for $200,000 or $0.004 per share.

On April 10, 2021, the Company issued25,000,000shares of stock to AES Capital in exchange for $100,000 or $0.004 per share.

On April 14, 2021, the Company issued 13,750,000 shares of stock to GS Capital in exchange for $55,000 or $0.004 per share.

On May 13, 2021, the Company issued 50,000,000shares of stock to GS Capital in exchange for $200,000 or $0.004 per share.

On May 21, 2021, the Company issued 1,500,000 shares of common stock to Rex Chan in exchange for contractor services valued at $6,450 or $0.0043 per share representing the share price at the date of the transaction.

On May 21, 2021, the Company issued 2,000,000 shares of common stock to BM Giancarlo in exchange for management services valued at $8,600 or $0.0043 per share representing the share price at the date of the transaction.

~~F-18~~
~~B2DIGITAL, INCORPORATED~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021 (Unaudited)~~
On May 21, 2021, the Company issued 2,000,000 shares of common stock to Carlos Diaz in exchange for management services valued at $8,600 or $0.0043 per share representing the share price at the date of the transaction.

On June 3, 2021, the Company issued 25,000,000shares of stock to AES Capital in exchange for $100,000 or $0.004 per share.

On June 16, 2021, the Company issued 31,250,000 shares of stock to GS Capital in exchange for $125,000 or $0.004 per share.

On June 25, 2021, the Company issued 25,000,000 shares of stock to AES Capital in exchange for $100,000 or $0.004 per share.

On July 13, 2021, the Company issued 25,000,000 shares of stock to Geneva Roth in exchange for $100,000 or $0.004 per share.
23
B2DIGITAL, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021
On July 15, 2021, the Company issued 25,000,000 shares of stock to GS Capital in exchange for $100,000 or $0.004 per share.
On July 21, 2021, the Company issued 25,000,000 shares of stock to GS Capital in exchange for $100,000 or $0.004 per share.
On October 5, 2021, GS Capital converted $100,000 in principal and $13,479 in accrued interest in connection with Promissory Note dated January 20, 2020. Pursuant to the terms of the conversion, the Company issued 44,293,306 shares of common stock at $0.002562 per share.
On October 8, 2021, the Company issued 10,000,000 Shares in connection with compensation for services rendered. This award was valued using the stock price of $0.0052 on the date of the award.
On October 19, 2021, GS Capital converted $84,000 in principal and $11,580 in accrued interest in connection with Promissory Note dated January 20, 2020. Pursuant to the terms of the conversion, the Company issued 37,306,982 shares of common stock at $0.002562 per share.
On October 26, 2021, the Company issued 17,000,000 Shares in connection with stock awards granted to employees and non-employees. This award was valued using the stock price of $0.0044 on the date of the award.
On October 26, 2021, the Company sold 11,250,000 shares of common stock for $45,000 or $0.004 per share.
On December 6, 2021, the Company issued 72,000,000 Shares in connection with stock awards granted to employees and non-employees. This award was valued using the stock price of $0.0023 on the date of the award.
On December 14, 2021, the Company issued 35,000,000 shares of common stock pursuant to Note 39 dated December 10, 2021. The expense associated with this issuance is being amortized over 12 months.
On December 22, 2021, the Company issued 2,900,000 shares of common stock to GS Capital in connection with a Promissory Note dated April 26, 2021. As of December 31, 2021 the expense associated with these shares was fully expensed.
On December 28, 2021, GS Capital converted $40,000 in principal and $5,944 in accrued interest in connection with Promissory Note dated January 20, 2020. Pursuant to the terms of the conversion, the Company issued 33,658,688 shares of common stock at $0.001365 per share.
NOTE 12 –LEASES

Kokomo lease

On October 1, 2020, the Company, under its subsidiary ONE More Gym LLC, entered into a facilities lease (“Kokomo Lease”) for 25,000 square feet in Kokomo, Indiana. The initial lease term is for five years, and the lease commencement date is October 1, 2020. The monthly lease payments are ~~$7,291.66~~$7,292 in year 1, ~~$7,656.25~~$7,656 in year 2, ~~$8,039.06~~$8,039 in year 3, and ~~$8,441.02~~$8,441 in years 4 and 5.

24
B2DIGITAL, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021
Valparaiso Lease

The Company leases 11,676 square feet of office space located at 1805 E. Lincolnway, Valparaiso, Indiana 46383. The Company assumed the lease (“Valparaiso Lease”) when it acquired CFit Indiana Inc. on October 6, 2020. The monthly lease payments are $~~7,624~~7,625~~.50~~ and the lease expires on December 31, 2023.

Merrill Lease

In connection with the acquisition of CFit Indiana Inc. on October 6, 2020, the Company acquired a facilities lease for 15,000 square feet at 6055N. Broadway Ave., Merrillville, Indiana. The monthly lease payments are $~~11,189~~11,190~~.50~~ and the lease expires on February 28, 2026.

Tuscaloosa Lease

In connection with the acquisition of Hillcrest Fitness LLC on December 1, 2020, the Company acquired a facilities lease at 6551 Highway 69 South, Tuscaloosa, AL 35405. The monthly lease payments are $6,000and the lease expires on March 6, 2024.

Birmingham Lease

In connection with the acquisition of Club Fitness LLC on April 1, 2021, the Company acquired a facilities lease at 2520 Moody Parkway, Mood, AL 35004. The monthly lease payments are $6,000 and the lease expires on April 30, 2026.
Valparaiso Additional Space Lease
On August 30, 2021, the Company entered into a facilities lease (“Valparaiso Additional Space”) for 6,380 square feet in Valparaiso, Indiana. The initial lease term is for five years, and the lease commencement date is August 30, 2021. The monthly lease payments are $4,250 plus Common Area Maintenance (“CAM”) in year 1, $5,317 plus (“CAM”) in year 2 and 3, and $6,380 plus (“CAM”) in year 4 and 5. The Company has the option to renew at a rental rate of $6,912 plus (“CAM”) for years 2029 through 2033.
On November 23, 2021 the Company terminated its lease for (‘Valparaiso Additional Space”). The results of this lease termination were to reduce the Operating Lease Right of Use Asset by $369,663 and decrease the Lease Liability by $375,883.
Tuscaloosa Additional Space Lease
On November 1, 2021, the Company entered into a facilities lease (“Tuscaloosa Additional Space”) in Tuscaloosa, Alabama. The initial lease term is for five years, and the lease commencement date is December 1, 2021. The monthly lease payments are fixed at $1,625 plus Common Area Maintenance of $125 per month for all five years.
25
B2DIGITAL, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021

Operating lease right-of-use asset and liability are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is our incremental borrowing rate, estimated to be 10%, as the interest rate implicit in most of our leases is not readily determinable. Operating lease expense is recognized on a straight-line basis over the lease term. Since the common area maintenance expenses are expenses that do not depend on an index or rate, they are excluded from the measurement of the lease liability and recognized in other general and administrative expenses on the statements of operations.

~~F-19~~
~~B2DIGITAL, INCORPORATED~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021 (Unaudited)~~
Right-of-use asset is summarized below:
Summary of right-of-use asset
June 30, 2021 December 31, 2021
Kokomo Lease Valparaiso Lease Merrill Lease Tuscaloosa Lease
Birmingham
Lease
Total Kokomo
Lease Valparaiso Lease
Merrill
Lease
Tuscaloosa Lease
Birmingham
Lease

Tuscaloosa Additional
Lease
Total
Office lease $ 375,483 $ 374,360 $ 701,405 $ 222,087 $ 284,745 $ 1,958,080 $ 375,483 $ 374,360 $ 701,404 $ 222,087 $ 284,745 $ 77,119 $ 2,035,198
Less: accumulated amortization (45,442 ) (75,965 ) (37,686 ) (25,726 ) (7,385 ) (192,204 ) (77,434 ) (129,853 ) (94,697 ) (52,766 ) (30,289 ) (996 ) (386,035 )
Right-of-use asset, net $ 330,041 $ 298,395 $ 663,719 $ 196,361 $ 277,360 $ 1,765,876 $ 298,049 $ 244,507 $ 606,707 $ 169,321 $ 254,456 $ 76,123 $ 1,649,163

Operating lease liability is summarized below:
Summary of operating lease liability
June 30, 2021
Kokomo Lease Valparaiso Lease Merrill Lease Tuscaloosa Lease
Birmingham
Lease
Total
Office lease $ 336,180 $ 298,395 $ 689,785 $ 196,361 $ 277,361 $ 1,798,082
Less: current portion (60,606 ) (110,528 ) (68,402 ) (55,460 ) (46,978 ) (341,974 )
Long term portion $ 275,574 $ 187,867 $ 621,383 $ 140,901 $ 230,383 $ 1,456,108
~~F-20~~
~~B2DIGITAL, INCORPORATED~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021 (Unaudited)~~
Summary of operating lease liability
December 31, 2021
Kokomo
Lease Valparaiso Lease
Merrill
Lease
Tuscaloosa Lease
Birmingham
Lease

Tuscaloosa Additional
Lease
Total
Office lease $ 307,187 $ 244,508 $ 673,147 $ 169,321 $ 254,456 $ 76,123 $ 1,724,742
Less: current portion (66,008 ) (116,171 ) (123,746 ) (58,292 ) (49,377 ) (12,618 ) (426,212 )
Long term portion $ 241,179 $ 128,336 $ 549,402 $ 111,029 $ 205,079 $ 63,505 $ 1,298,530

Maturity of the lease liability is as follows:
Summary of maturity of lease liability
Schedule of maturity of the lease liability
June 30, 2021 December 31, 2021
Kokomo Lease Valparaiso Lease Merrill Lease Tuscaloosa Lease
Birmingham
Lease
Total
Kokomo
Lease

Valparaiso
Lease

Merrill
Lease
Tuscaloosa Lease
Birmingham
Lease

Tuscaloosa Additional
Lease
Total
Fiscal year ending March 31, 2022 $ 67,812 $ 100,706 $ 83,938 $ 54,000 $ 54,000 $ 360,455 $ 22,969 $ 33,569 $ 33,575 $ 18,000 $ 18,000 $ 4,875 $ 130,988
Fiscal year ending March 31, 2023 94,172 134,274 201,450 72,000 72,000 573,896 94,172 134,274 201,450 72,000 72,000 19,500 593,396
Fiscal year ending March 31, 2024 98,880 100,706 201,450 72,000 72,000 545,036 98,880 100,706 201,450 72,000 72,000 19,500 564,536
Fiscal year ending March 31, 2025 101,292 – 201,450 30,000 72,000 404,742 101,292 – 201,450 30,000 72,000 19,500 424,242
Fiscal year ending March 31, 2026 50,646 – 184,664 0 72,000 307,310 50,646 – 184,661 – 72,000 19,500 326,807
Fiscal year ending March 31, 2027 – – – 0 6,000 6,000 – – – – 6,000 13,000 19,000
Present value discount (76,623 ) (37,290 ) (183,166 ) (31,639 ) (70,639 ) (399,357 ) (60,772 ) (24,041 ) (149,439 ) (22,679 ) (57,544 ) (19,752 ) (334,227 )
Lease liability $ 336,180 $ 298,395 $ 689,785 $ 196,361 $ 277,361 $ 1,798,082 $ 307,187 $ 244,508 $ 673,147 $ 169,321 $ 254,456 $ 76,123 $ 1,724,742
26
B2DIGITAL, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021

NOTE 13 – COMMITMENTS AND CONTINGENCIES

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of ~~June 30,~~December 31, 2021, the Company is not aware of any contingent liabilities that should be reflected in the consolidated financial statements.

The Company entered into an employment ~~agreements~~agreement with its ~~Chief Executive Officer and~~ Executive Vice President as of November 24, 2017. Under the terms of ~~these agreements~~the agreement, the Company will be liable for severance and other payments under certain conditions. The employment agreement ~~for the Executive Vice President~~ is for a period of 36 months and renews for a successive two years unless written notice is provided by either party under the terms of the agreement. ~~The employment agreement for~~
On November 29, 2020, with Greg P. Bell abstaining, the board of directors of the Company approved the Chairman of the Board and Chief Executive Officer ~~can be terminated by~~& President Agreement dated effective November 23, 2020, with Mr. Bell, the ~~Chief Executive Officer upon three months written notice. Termination~~Company’s Chairman of the ~~Chief Executive Officer requires~~Board, CEO, and President. The agreement supersedes the previous agreement of the same title dated effective November 24, 2017. The term of the agreement is until Mr. Bell is removed from his executive positions by 80% of the ~~votes of all stockholders~~voting control of the Company unless Mr. Bell is legally incapacitated (until legal capacity is regained), as determined by a court of competent jurisdiction or upon Mr. Bell’s death. Mr. Bell can terminate the agreement upon three months’ prior written notice to the Company.
Pursuant to the agreement, Mr. Bell is entitled to an annual salary of $120,000 and Mr. Bell was also issued 40,000,000 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”).

Each of the acquisition agreements contain a Management Services Agreement (“MSA”) whereby the Company agrees to pay a management fee based on certain performance targets. The MSA agreements expire 10 years from the acquisition agreement dates.

NOTE 14 - SUBSEQUENT EVENTS

Convertible Promissory Note
On ~~July 1, 2021,~~January 4, 2022, the Company entered into an Agreement with ~~Geneva Roth Remark Holdings, Inc.~~GS Capital Partners pursuant to which the Company issued to ~~Geneva Roth Remark Holdings, Inc.~~GS Capital Partners a Promissory Note in the aggregate principal amount of ~~$180,400.~~$270,480. The ~~note~~Note has a maturity date of ~~July 1, 2022,~~January 4, 2023, and the Company has agreed to pay interest on the unpaid principal balance of the note at the rate of eight percent (8%) per annum from the date on which the note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the note, provided it makes a payment to Geneva Roth Remark Holdings, Inc. as set forth in the note.
~~F-21~~
~~B2DIGITAL, INCORPORATED~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~JUNE 30, 2021 (Unaudited)~~
On July 27, 2021, the Company entered into an Agreement with GS Capital pursuant to which the Company issued to GS Capital a Promissory Note in the aggregate principal amount of $265,000. The note has a maturity date of July 27, 2022, and the Company has agreed to pay interest on the unpaid principal balance of the note at the rate of eight percent (8%) per annum from the date on which the note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the note, provided it makes a payment to GS Capital as set forth in the note.

On ~~August 4, 2021,~~January 12, 2022, the Company entered into an Agreement with ~~GS Capital~~Mast Hill Fund, L.P. pursuant to which the Company issued to ~~GS Capital~~Mast Hill Fund, L.P. a Promissory Note in the aggregate principal amount of ~~$129,800.~~$300,000. The ~~note~~Note has a maturity date of ~~August 4, 2022,~~January 12, 2023, and the Company has agreed to pay interest on the unpaid principal balance of the note at the rate of ~~eight percent~~(8%) per annum from the date on which the note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the note, provided it makes a payment to Mast Hill Fund, L.P. as set forth in the note.
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B2DIGITAL, INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021
On January 19, 2022, the Company entered into an Agreement with GS Capital Partners pursuant to which the Company issued to GS Capital Partners a Promissory Note in the aggregate principal amount of $270,480. The Note has a maturity date of January 19, 2023, and the Company has agreed to pay interest on the unpaid principal balance of the note at the rate of (8%) per annum from the date on which the note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the note, provided it makes a payment to GS Capital as set forth in the note.

On ~~August 11, 2021,~~February 2, 2022, the Company entered into an Agreement with GS Capital Partners pursuant to which the Company issued to GS Capital Partners a Promissory Note in the aggregate principal amount of ~~$151,500.~~$270,480. The ~~note~~Note has a maturity date of ~~August 11, 2022,~~February 2, 2023, and the Company has agreed to pay interest on the unpaid principal balance of the note at the rate of ~~eight percent~~ (8%) per annum from the date on which the note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have the right to prepay the note, provided it makes a payment to GS Capital as set forth in the note.

~~Subscription Agreements~~
On ~~July 13, 2021,~~February 3, 2022, the Company entered into ~~a Subscription~~an Agreement with ~~Geneva Roth Remark Holdings Inc. for~~Mast Hill Fund, L.P. pursuant to which the ~~sale~~Company issued to Mast Hill Fund, L.P. a Promissory Note in the aggregate principal amount of ~~25,000,000 shares~~$425,000. The Note has a maturity date of ~~common stock for $100,000, or $0.004 per share. As~~February 3, 2023, and the Company has agreed to pay interest on the unpaid principal balance of the note at the rate of (8%) per annum from the date ~~of this filing,~~on which the ~~shares~~note is issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. The Company shall have ~~not been issued.~~the right to prepay the note, provided it makes a payment to Mast Hill Fund, L.P. as set forth in the note.

On July 15, 2021, the Company entered into a Subscription Agreement with GS Capital, LLC for the sale of 25,000,000 shares of common stock for $100,000, or $0.004 per share. As of the date of this filing, the shares have not been issued.

On July 21, 2021, the Company entered into a Subscription Agreement with GS Capital, LLC for the sale of 25,000,000 shares of common stock for $100,000, or $0.004 per share. As of the date of this filing, the shares have not been issued.

~~F-22~~28

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contain certain forward-looking statements. Historical results may not indicate future performance. Our forward-looking statements reflect our current views about future events; are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed in the section titled “Risk Factors” of our Annual Report on Form 10-K for the year ended March 31, 2021, filed on June 29, 2021. We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements

Basis of Presentation

We have ~~eleven~~ten wholly-owned subsidiaries. Hardrock Promotions LLC which owns Hardrock MMA in Kentucky, ~~Colosseum Combat LLC which owns Colosseum Combat MMA in Indiana,~~ United Combat League MMA LLC, Pinnacle Combat LLC, Strike Hard Productions, LLC, ONE More Gym LLC, One More Gym Merrillville LLC, One More Gym Valparaiso LLC, One More Gym Tuscaloosa LLC, One More Gym Birmingham, Inc. and B2 Productions LLC.

The consolidated financial statements, which include the accounts of the Company and its ~~eight~~ten wholly owned subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All significant intercompany balances and transactions have been eliminated.

Forward-Looking Statements

Some of the statements under “Management's Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” and “would” or the negatives of these terms or other comparable terminology.

You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this Quarterly Report on Form 10-Q identify important factors, which you should consider in evaluating our forward-looking statements. These factors include, among other things:

· The unprecedented impact of COVID-19 pandemic on our business, customers, employees, consultants, service providers, stockholders, investors and other stakeholders;

· The speculative nature of the business we intend to develop;

· Our reliance on suppliers and customers;

· Our dependence upon external sources for the financing of our operations, particularly given that there are concerns about our ability to continue as a “going concern;”

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· Our ability to effectively execute our business plan;

· Our ability to manage our expansion, growth and operating expenses;

· Our ability to finance our businesses;
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· Our ability to promote our businesses;

· Our ability to compete and succeed in highly competitive and evolving businesses;

· Our ability to respond and adapt to changes in technology and customer behavior; and

· Our ability to protect our intellectual property and to develop, maintain and enhance strong brands.

Although the forward-looking statements in this Quarterly Report on Form 10-Q are based on our beliefs, assumptions and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as maybe be required by law, to update this Quarterly Report on Form 10-Q or otherwise make public statements updating our forward-looking statements.

Critical Accounting Policies

Basis of Accounting

The financial information furnished herein reflects all adjustments, consisting of normal recurring items that, in the opinion of management, are necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods. The results of operations for the three and nine months ended ~~June 30,~~December 31, 2021, are not necessarily indicative of the results to be expected for the year ending March 31, 2022.

Use of Estimates

Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. The most significant assumptions and estimates relate to the valuation of derivative liabilities and the valuation of assets and liabilities acquired through business combinations. Actual results could differ from these estimates and assumptions.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains deposits primarily in four financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation ("FDIC"). The Company has not experienced any losses related to amounts in excess of FDIC limits or $250,000. The Company did not have any cash in excess of FDIC limits ~~at June 30,~~as of December 31, 2021, and March 31, 2021, respectively.
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Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of accounts payable and accrued liabilities. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The three levels of valuation hierarchy are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

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Property and Equipment

Property and equipment are carried at cost. Depreciation is provided on the straight-line method over the assets’ estimated service lives. Expenditures for maintenance and repairs are charged to expense in the period in which they are incurred, and betterments are capitalized. The cost of assets sold or abandoned, and the related accumulated depreciation are eliminated from the accounts and any gains or losses are reflected in the accompanying consolidated statement of operations of the respective period. The estimated useful lives range from 3-7 years.

Goodwill

Goodwill represents the cost in excess of the fair value of net assets acquired in business combinations. The Company tests goodwill for impairment on an annual basis and when events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill is deemed to be impaired if the carrying amount of goodwill exceeds its estimated fair value. As of ~~June 30,~~December 31, 2021, there were no charges to goodwill impairment.

Other Income

During the three months ended ~~June 30,~~December 31, 2021, the Company received ~~$23,303~~$0 in grant income due to COVID-19 relief. ~~The Company has recorded this grant income under other income in the Statement of Operations.~~

Revenue Recognition

Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

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The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. The majority of revenues are received from ticket and beverage sales before and during the live events. Sponsorship revenue is also recognized when the live event takes place. Any revenue received for events that have yet to take place are recorded in deferred revenue.

Income Taxes

The Company follows Section 740-10-30 of the FASB ASC, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated Statements of Operations in the period that includes the enactment date. Through ~~June 30,~~December 31, 2021, the Company has an expected loss. Due to uncertainty of realization for these losses, a full valuation allowance is recorded. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements.
6

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, ~~as a consequence,~~consequently, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

Impairment of Long-Lived Assets

In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved. There were no impairment charges recorded during the three months ended ~~June 30,~~December 31, 2021, and ~~2020.~~2020, respectively.
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Inventory

Inventories are valued at the lower of cost (determined on a weighted average basis) or market. Management compares the cost of inventories with the market value and allowance is made to write down inventories to market value, if lower. As of ~~June 30,~~December 31, 2021, and March 31, 2021, the Company did not carry any finished goods inventory.

Earnings Per Share (EPS)

The Company utilize FASB ASC 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing earnings (loss) available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include additional common shares available upon exercise of stock options and warrants using the treasury stock method, except for periods of operating loss for which no common share equivalents are included because their effect would be anti-dilutive. As of ~~June 30,~~December 31, 2021, the convertible notes are indexed to ~~559,931,126~~1,372,797,202 shares of common stock.

The following table sets ~~for~~forth the computation of basic and diluted earnings per share for the three months ended ~~June 30,~~December 31, 2021, and 2020:

June 30, 2021 June 30, 2020
Basic and diluted
Net loss $ (1,061,347 ) $ (495,506 )

Net loss per share
Basic $ (0.00 ) $ (0.00 )
Diluted $ (0.00 ) $ (0.00 )

Weighted average number of shares outstanding:
Basic & diluted 1,207,948,242 550,425,206
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December 31, 2021 December 31, 2020
Basic and diluted
Net loss $ (2,693,117 ) $ (978,156 )

Net loss per share
Basic $ (0.00 ) $ (0.00 )

Weighted average number of shares outstanding:
Basic 1,452,481,989 710,522,374

Stock Based Compensation

The Company records stock-based compensation in accordance with the provisions of FASB ASC Topic 718, Accounting for Stock Compensation, which establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. In accordance with guidance provided under ASC.

Topic 718, the Company recognizes an expense for the fair value of its stock awards at the time of grant and the fair value of its outstanding stock options as they vest, whether held by employees or others. As of ~~June 30,~~December 31, 2021, there were no options outstanding.

On June 20, 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for share-based payments to nonemployees (for example, service providers, external legal counsel, suppliers, etc.). Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Meaning that companies will value all equity classified awards at their grant-date under ASC 718 and forgo revaluing the award after this date. The Company adopted ASU 2018-07 on April 1, 2019. The adoption of this standard did not have a material impact on the consolidated financial statements.

During the ~~three~~nine months ended ~~June 30,~~December 31, 2021, and 2020, the Company recorded ~~$23,650~~$316,050 and $0$409,333, respectively in stock-compensation ~~expense, respectively.~~expense.
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Leases

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). The updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606.

On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments.

Operating lease right of use (“ROU”) assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is presented on the statements of operations.

As permitted under the new guidance, the Company has made an accounting policy election not to apply the recognition provisions of the new guidance to short term leases (leases with a lease term of twelve months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term.
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Recently Adopted Accounting Pronouncements

In September 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326), which replaces the incurred-loss impairment methodology and requires immediate recognition of estimated credit losses expected to occur for most financial assets, including trade receivables. Credit losses on available-for-sale debt securities with unrealized losses will be recognized as allowances for credit losses limited to the amount by which fair value is below amortized cost. The new guidance was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Recently, the FASB voted to delay the implementation date for this accounting standard, for smaller reporting companies, the new effective date is beginning after December 15, 2022, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of this ASU on the consolidated financial statements and is collecting and analyzing data that will be needed to produce historical inputs into any models created as a result of adopting this ASU. At this time, the Company does not believe the adoption of this ASU will have a material effect on the financial statements.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Organization and Nature of Business

~~Historically, we had been a provider of in-room, on-demand video entertainment~~We are the premier development league for mixed martial arts (“MMA”). We operate in two major branded segments: The B2 Fighting Series and satellite services to the domestic lodging industry. In the past, we had provided video services to over 50,000 hotel rooms in the lodging industry. PPV lost a great deal of market share due to the increased internet use by hotel guests. With this loss, our Board of Directors agreed to dissolve Hotel Movie Network on March 11, 2010.The ONE More Gym Official B2 Training Facilities Network. We primarily derive revenues from live event ticket sales, pay-per-view ticket sales, content media marketing, and fitness facility memberships.

~~In February 2017, our Board~~
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Our Live Events segment (the B2 Fighting Series) is primarily engaged with scheduling, organizing, and producing live MMA events, marketing those events, and generating both live audience and PPV ticket sales, as well as creatively marketing the archived content generated through its operations in this segment. We also plan to generate additional revenues over time from endorsement deals with global brands as its audience grows. The B2 Fighting Series is licensed in 20 U.S, states to operate LIVE MMA Fights. Most B2 Fighting Series events sell out at the gate. We now operate at a pace of Directors approved a complete restructuring, new management team and strategic direction for the Company. Capitalizing on management’s history in television, video and technology, we are now forging ahead and becoming a full-service live event sports company.more than 40 events per year.

Our Chairman and CEO is now Greg P. Bell. Mr. Bell has over 30 years of global experience developing more than 20 companies in the sports, television, entertainment, digital distribution and banking transaction industries. Capitalizing on the combination of his expertise, relationships and experience as well as his involvement with more than 40,000 live events over his career for major sports leagues and entertainment venues, we are in the process of developing and acquiring companies to become a premier vertically integrated live event sports company.

Our ~~first strategy is~~Fitness Facility segment operates primarily through the ONE More Gym Official B2 Training Facilities Network. We currently operate five ONE More Gym locations, with plans to ~~build an integrated live event minor league~~continue to scale up this segment at a pace of 4-8 new locations per year. ONE More Gym locations include specialized MMA training resources and serve a recruiting function for the ~~mixed martial arts (“~~~~MMA~~~~”) marketplace, which is a billion-dollar industry. We are creating and developing minor league champions that will move on to the MMA major leagues from the B2 Fighting Series (“~~~~B2FS~~”). This will be accomplished by sponsoring operating live events, acquiring existing MMA promotions and then inviting those champions to the B2FS Regional and National Championship Series. We own all media and merchandising rights and digital distribution networks for the B2FS. This concept was developed and test marketed for two years by Mr. Bell’s B2 Management Group, LLC.Company's Live Events segment.
2017 marked the kickoff of the B2FS by sponsoring and acquiring MMA regional promotion companies for the development of the B2FS. Our second strategy is to add additional sports, leagues, tournaments and special events to our live event business model. This will enable us to capitalize on our core technologies and business models that will be key to broadening the revenue base of our live event core business. We will also be developing and expanding the B2Digital live event systems and technologies. These include systems for event management, digital ticketing sales, digital video distribution, digital marketing, Pay-Per View (“~~PPV~~~~”), fighter management, merchandise sales, brand management and financial control systems.~~
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Results of Operations

Three Months Ended ~~June 30,~~December 31, 2021, Compared to the Three Months Ended ~~June 30,~~December 31, 2020

Revenue

We had revenues of ~~$568,765~~$612,632 for the three months ended ~~June 30,~~December 31, 2021, versus revenues of ~~$60,021~~$300,549 for the three months ended ~~June 30,~~December 31, 2020. There was an increase of ~~$235,532~~$181,258, or 220% in live event revenue due to the reopening of live events as there continues to be a partial recovery from the effects of ~~reopening after the pandemic from~~ COVID-19. There was also an increase in gym revenue of ~~$273,212,~~$130,825, or ~~456%~~60% primarily as a result of the Company ~~acquired~~acquiring four ~~more~~ gyms since the comparative period.

Cost of Sales

We incurred cost of sales of ~~$203,502~~$388,263 for the three months ended ~~June 30,~~December 31, 2021, versus cost of sales of ~~$1,312~~$102,722 for the three months ended ~~June 30,~~December 31, 2020. ~~The~~This increase of ~~$202,190~~$285,541 is ~~due~~mainly attributable to anthe increase in live ~~events due to~~event revenue and gym revenue for the ~~reopening after the pandemic from COVID-19.~~three months ended December 31, 2021.

Operating Expenses

General & Administrative Expenses

General and administrative expenses include ~~professional fees,~~ all costs associated with professional fees, salaries, marketing, ~~press releases,~~ public relations, rent, travel, sponsorships and other expenses. We incurred general and administrative expenses of ~~$1,553,880~~$2,299,300 for the three months ended ~~June 30,~~December 31, 2021, versus general and administrative expenses of ~~$164,788~~$1,147,001 for the three months ended ~~June 30,~~December 31, 2020. The increase of ~~$1,389,092~~$1,152,299 was primarily due to increased operations as a result of ~~reopening after the pandemic from COVID-19.~~gym acquisitions, investor relations, salaries, travel, professional fees and other costs associated with expanding infrastructure as we continue to execute our growth strategy.

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Depreciation and Amortization Expense

We incurred depreciation and amortization expense of ~~$88,049~~$102,713 for the three months ended ~~June 30,~~December 31, 2021, versus depreciation expense of ~~$32,972~~$52,516 for the three months ended ~~June 30,~~December 31, 2020. The increase of ~~$55,077~~$50,197 was due to the purchase of fixed and intangible assets as a result of business acquisitions and ~~an increase in capitalized assets for live events.~~infrastructure growth.

Other Income (Expense)

Our other income and expenses include ~~interest expense,~~loss on sale of assets, loss on the forgiveness of notes receivable, gain on ~~forgiveness~~extinguishment of ~~loan, grant income, loss on settlement of~~ debt, ~~and gain (loss) on~~ change in fair value of derivative ~~liabilities.~~liabilities and interest expense. The increase of ~~$563,528~~$539,007 (net expense) was primarily due to an increase in interest expense, financing expense and negative changes in the fair value of derivative ~~instruments offset by an increase in interest expense.~~instruments.

Net Losses

We incurred a net loss of ~~$1,061,347~~$2,693,117 for the three months ended ~~June 30,~~December 31, 2021, versus a net loss of ~~$495,506~~$978,156 for the three months ended ~~June 30,~~December 31, 2020.
Nine months ended December 31, 2021, Compared to the Nine months ended December 31, 2020
Revenue
We had revenues of $1,841,407 for the nine months ended December 31, 2021, versus revenues of $496,497 for the nine months ended December 31, 2020. There was an increase of $669,643 or 593% in live event revenue due to the reopening of live events as there continues to be a partial recovery from the effects of COVID-19. There was also an increase in gym revenue of $675,267 or 176% primarily as a result of the Company acquiring four gyms since the comparative period.
Cost of Sales
We incurred cost of sales of $919,447 for the nine months ended December 31, 2021, versus cost of sales of $151,941 for the nine months ended December 31, 2020. This increase of $767,506 is directly attributable to the increase in live event revenue and gym revenue for the nine months ended December 31, 2021.
Operating Expenses
General & Administrative Expenses
General and administrative expenses include all costs associated with professional fees, salaries, marketing, public relations, rent, travel, sponsorships and other expenses. We incurred general and administrative expenses of $5,707,667 for the nine months ended December 31, 2021, versus general and administrative expenses of $1,986,918 for the nine months ended December 31, 2020. The increase of $3,720,749 was primarily due to increased operations as a result of gym acquisitions, investor relations, salaries, travel, professional fees and other costs associated with expanding infrastructure as we continue to execute our growth strategy.

1036

Depreciation and Amortization Expense
We incurred depreciation and amortization expense of $289,232 for the nine months ended December 31, 2021, versus depreciation expense of $119,371 for the nine months ended December 31, 2020. The increase of $169,861 was due to the purchase of fixed and intangible assets as result of business acquisitions and infrastructure growth.
Other Income (Expense)
Our other income and expenses include gain on forgiveness of loan, loss on sale of assets, loss on the forgiveness of notes receivable, loss on settlement of debt, (loss) on extinguishment of debt, change in the fair value of derivative liabilities and interest expense. The increase of $255,419 was primarily due an increase in interest expense, offset in part due to a positive change in fair value of derivatives and a gain on extinguishment of debt.
Net Losses
We incurred a net loss of $6,311,640 for the nine months ended December 31, 2021, versus a net loss of $2,743,015 for the nine months ended December 31, 2020.

Current Liquidity and Capital Resources for the ~~three~~nine months ended ~~June 30,~~December 31, 2021, compared to the ~~three~~nine months ended ~~June 30,~~December 31, 2020

June 30, December 31,
2021 2020 2021 2020
Summary of Cash Flows:
Net cash used by operating activities $ (1,045,826 ) $ (107,325 ) $ (4,561,880 ) $ (1,105,767 )
Net cash used by investing activities (299,184 ) (1,554 ) (577,892 ) (292,138 )
Net cash provided by financing activities 1,334,619 117,737 5,026,790 1,425,948
Net increase in cash and cash equivalents (10,391 ) 8,858
Net (decrease) increase in cash and cash equivalents (112,981 ) 28,043
Beginning cash and cash equivalents 122,176 46,729 122,176 46,729
Ending cash and cash equivalents $ 111,785 $ 55,587 $ 9,195 $ 74,772

Operating Activities

Cash used in operations of ~~$1,045,826~~$4,561,880 during the ~~three~~nine months ended ~~June 30,~~December 31, 2021, was primarily a result of our ~~$1,061,347~~$6,311,640 net loss reconciled with our net non-cash expenses relating to ~~stock compensation, settlement~~depreciation and amortization expense, financing expense, gain on extinguishment of debt, ~~depreciation expense, inventory, prepaid expenses, accounts payable, accrued~~amortization of debt discount, changes in fair value of derivative liabilities, and ~~deferred compensation.~~ accrued liabilities.
Cash used in operations of ~~$107,325~~$1,105,767 during the ~~three~~nine months ended ~~June 30,~~December 31, 2020, was primarily a result of our ~~$495,506~~$2,743,015 net loss reconciled with our net non-cash expenses relating to stock compensation, depreciation and amortization expense, ~~inventory, prepaid expenses, accounts payable, accrued liabilities~~amortization of debt discount, derivative expense, and ~~deferred compensation.~~changes in fair value of derivative liabilities.

Investing Activities

Net cash used in investing activities for the ~~three~~nine months ended ~~June 30,~~December 31, 2021, of ~~$299,184~~$577,892 resulted from the payments of $165,000 related to business acquisitions ~~of $125,000~~ and capital expenditures in the amount of ~~$174,184.~~ $412,892.
37
Net cash used in investing activities for the ~~three~~nine months ended ~~June 30,~~December 31, 2020, of ~~$1,554~~$292,138 resulted from the ~~from the~~ payments of $114,100 related to ~~related parties in the amount of $470~~business acquisitions and capital expenditures in the amount of ~~$1,084.~~$178,028.
Financing Activities

Net cash provided by financing activities was ~~$1,334,619~~$5,026,790 for ~~three~~nine months ended ~~June 30,~~December 31, 2021, which consisted primarily ~~consisted~~ of ~~$153,000 proceeds~~$150,000 from the issuance of notes payable, ~~$328,123 received~~$4,178,506 from ~~issuing~~the issuance of convertible notes ~~$880,000 received from issuing common stock and reduced by $65,372~~payable, $(432,362) in ~~repayments~~payments related to repayment of convertible ~~notes.~~ notes payable, and $1,225,000 in proceeds from the issuance of common stock.
Net cash provided by financing activities was ~~$117,737~~$1,425,948 for ~~three~~nine months ended ~~June 30,~~December 31, 2020, which consisted of ~~$122,800~~$122,766 from proceeds from the issuance of notes payable, ~~$5,000~~$865,000 from the issuance of convertible notes payable, and $465,000 in ~~payments related to payable due for business acquisitions, and $63 payment on notes payable.~~proceeds from the issuance of common stock.

Future Capital Requirements

Our current available cash and cash equivalents are insufficient to satisfy our liquidity requirements. Our capital requirements for ~~the remainder of~~ fiscal year 2022 ~~and for 2023~~ will depend on numerous factors, including management’s evaluation of the timing of projects to pursue. Subject to our ability to generate revenues and cash flow from operations and our ability to raise additional capital (including through possible joint ventures and/or partnerships), we expect to incur substantial expenditures to carry out our business plan, as well as costs associated with our capital raising efforts and being a public company.

Our plans to finance our operations include seeking equity and debt financing, alliances or other partnership agreements, or other business transactions, that would generate sufficient resources to ensure continuation of our operations.
11

The sale of additional equity or debt securities may result in additional dilution to our shareholders. If we raise additional funds through the issuance of debt securities or preferred stock, these securities could have rights senior to those of our common stock and could contain covenants that would restrict our operations. Any such required additional capital may not be available on reasonable terms, if at all. If we were unable to obtain additional financing, we may be required to reduce the scope of, delay or eliminate some or all of our planned activities and limit our operations which could have a material adverse effect on our business, financial condition and results of operations.

Inflation

The amounts presented in our consolidated financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Going Concern

The accompanying financial statements have been prepared on a going concern basis. For the ~~three~~nine months ended ~~June 30,~~December 31, 2021, the Company had a net loss of ~~$1,061,347,~~$6,311,640 had net cash used in operating activities of ~~$1,045,826, and~~$4,561,880, had negative working capital of ~~$3,327,719.~~$7,608,136 accumulated deficit of $15,508,888 and stockholders’ deficit of $5,914,766. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future. Management plans to provide for the Company’s capital requirements by continuing to issue additional equity and debt securities. The outcome of these matters cannot be predicted at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
38

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Quantitative and Qualitative Disclosures about Market Risk

In the ordinary course of our business, we are not exposed to market risk of the sort that may arise from changes in interest rates or foreign currency exchange rates, or that may otherwise arise from transactions in derivatives.

The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our significant estimates and assumptions include the fair value of our common stock, stock-based compensation, the recoverability and useful lives of long-lived assets, and the valuation allowance relating to our deferred tax assets.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Our management, in consultation with its legal counsel as appropriate, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we, in consultation with legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

12
Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, the Company has elected not to provide the disclosure required by this item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

The Company has established disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and, as such, is accumulated and communicated to the Company’s Chief Executive Officer, Greg P. Bell, who serves as our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Mr. Bell, evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of ~~June 30,~~December 31, 2021. Based on his evaluation, Mr. Bell concluded that the Company’s disclosure controls and procedures were effective as of ~~June 30,~~December 31, 2021.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the Company’s most recent fiscal quarter ended ~~June 30,~~December 31, 2021, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

1339

PART II—OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

Convertible Note Issuances

~~Between April 1, 2021 and June 30,~~During the quarter ended December 31, 2021, we issued to “accredited investors,” Convertible Promissory Notes aggregating a principal amount of ~~$393,652. We received an aggregate net proceeds~~$2,195,296. In addition, 35,000,000 shares of ~~$370,181 after $23,471 in original note discount. We have agreed~~Common Stock were issued to pay interest on the unpaid principal balance at the rate of 8% per annum from the dates on which Notes are issued until the same become due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. We have the right to prepay the Notes, provided we make a ~~payment~~lender as ~~set forth in the agreements.~~
The outstanding principal amount of the Notes is convertible into our common stock at the lender’s option at $0.01 per share for the first six months of the term of the Notes. After the six-month anniversary, the conversion price is equal to 63% of the average of the three lowest trading prices of our common stock.commitment shares (the “Commitment Shares”).

These ~~notes~~Notes and Commitment Shares were issued without registration under the Securities Act of 1933, as amended, by reason of the exemption from registration afforded by the provisions of Section 4(a)(2) thereof, and Rule 506(b) promulgated thereunder, as transactions by an issuer not involving any public offering. Selling commissions of $43,552 were paid to Moody Capital Solutions, Inc. in connection with the issuances of one of the notes.
Shares Issued Pursuant to Note Conversions
During the quarter ended December 31, 2021, a lender converted an aggregate of $255,003 in principal and accrued and unpaid interest of their promissory notes into an aggregate of 115,258,976 shares of our Common Stock. The securities were issued without registration under the Securities Act of 1933, as amended, by reason of the exemption from registration afforded by the provisions of Section 4(a)(2) thereof, and Rule 506(b) promulgated thereunder, as a transaction by an issuer not involving any public offering. No selling commissions were paid in connection with the issuance of the ~~note.~~securities.

~~Miscellaneous Share Issuances~~Shares Issued for Services

During the quarter ended ~~June 30,~~December 31, 2021, we issued ~~5,500,000~~99,000,000 shares of our Common Stock to a total of ~~three individuals.~~12 individuals for services. The securities were issued without registration under the Securities Act by reason of the exemption from registration afforded by the provisions of Section 4(a)(2) thereof, and Rule 506(b) promulgated thereunder, as a transaction by an issuer not involving any public offering. No selling commissions were paid in connection with the issuance of the securities.
Shares Issued as Commitment Shares
During the quarter ended December 31, 2021, we issued 2,900,000 shares of common stock as commitment shares to a lender in connection with a Promissory Note dated April 26, 2021. The securities were issued without registration under the Securities Act by reason of the exemption from registration afforded by the provisions of Section 4(a)(2) thereof, and Rule 506(b) promulgated thereunder, as a transaction by an issuer not involving any public offering. No selling commissions were paid in connection with the issuance of the securities.
Issuer Purchases of Equity Securities
On October 11, 2021, our Board of Directors approved the Company entering into the Common Stock Repurchase Agreement dated October 11, 2021 with Go Value Networks pursuant to which we agreed to repurchase an aggregate of 12,816,666 shares of our Common Stock previously issued to Go Value Networks. The shares were repurchased by us at a purchase price of $0.005 per Share for an aggregate purchase price of $50,000.
Effective November 1, 2021, we entered into the Business Purchase Agreement and Management Services Agreement Termination Agreement with Mark Slater and Colosseum Combat LLC pursuant to which Mr. Slater agreed to cancel 8,000,000 previously-issued shares of our Common Stock, amongst other obligations, in exchange for an aggregate of $8,750 to be made in five equal payments.
On December 23, 2021, our Board of Directors approved the Company entering into the Common Stock Repurchase Agreement dated December 23, 2021 with Mike Davis pursuant to which we agreed to repurchase an aggregate of 6,500,000 shares of our Common Stock previously purchased by Mr. Davis. The shares were repurchased by us at a purchase price of $0.0038 per Share for an aggregate purchase price of $24,700.
40

Use of Proceeds

On February 2, 2021, our Registration Statement on Form S-1 (File No. 333-251846) was declared effective by the SEC and the offering was commenced upon effectiveness and is still ongoing as all of the 625,000,000 (for gross proceeds of $2,500,000) offered shares have not been sold and the offering has not been terminated.

During the quarter ended ~~June 30,~~December 31, 2021, we sold a total of ~~220,000,000~~11,250,000 shares of Common Stock for gross proceeds of ~~$880,000.~~$45,000. We did not pay any fees or commissions from the sales and received net proceeds of ~~$880,000.~~$45,000. The net proceeds were used ~~as follows: 1) acquisition of gyms - $125,000, 2) cap-ex - $147,231, and 3) repayment of notes $74,354 working~~for capital ~~- $533,416.~~expenditures.

Item 5. Other Information.
On December 23, 2021, our Board of Directors approved the Company entering into the Common Stock Repurchase Agreement dated December 23, 2021, with Mike Davis pursuant to which we agreed to repurchase an aggregate of 6,500,000 shares of our Common Stock previously purchased by Mr. Davis. The shares were repurchased by us at a purchase price of $0.0038 per Share for an aggregate purchase price of $24,700.
Item 6. Exhibits.

SEC Ref. No. Title of Document
10.1* Business Purchase Agreement and Management Services Agreement Termination Agreement dated effective November 1, 2021 with Mark Slater and Colosseum Combat LLC
10.2* Common Stock Repurchase Agreement dated October 11, 2021 with Go Value Networks
10.3* Common Stock Repurchase Agreement dated December 23, 2021, with Mike Davis
31.1* Rule 13a-14(a) Certification by Principal Executive and Financial Officer
32.1** Section 1350 Certification of Principal Executive and Financial Officer
101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
~~101.SCH~~101.SCH** Inline XBRL Taxonomy Extension Schema Document
~~101.CAL~~101.CAL** Inline XBRL Taxonomy Extension Calculation Linkbase Document
~~101.DEF~~101.DEF** Inline XBRL Taxonomy Extension Definition Linkbase Document
~~101.LAB~~101.LAB** Inline XBRL Taxonomy Extension Label Linkbase Document
~~101.PRE~~101.PRE** Inline XBRL Taxonomy Extension Presentation Linkbase Document
~~104~~104** Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

__________________
*Filed with this Report.
* Filed with this Report.
** Furnished with this Report.

1441

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 thereunto duly authorized.

B2Digital, Incorporated

Date: ~~August 13, 2021~~February 14, 2022 By /s/ Greg P. Bell
Greg P. Bell, Chief Executive Officer
(Principal Executive Officer and Principal
Financial Officer)

1542


	As of December 31, 2021 (Unaudited)			As of March 31, 2021
Assets
Current assets
Cash and cash equivalents	$	9,195		$	122,176
Deposits and prepaid expenses		67,693			10,681
Total current assets		76,888			132,857

Notes receivable & other receivables		35,400			35,400
Operating lease right-of-use asset		1,649,163			1,575,792
Property and equipment, net of accumulated depreciation		1,193,276			944,999
Intangible assets, net of accumulated amortization		192,634			224,890
Total Assets	$	3,147,361		$	2,913,938

Liabilities & Stockholders' Deficit
Current liabilities
Accounts payable & accrued liabilities	$	401,971		$	213,663
Deferred revenue		64,736			119,504
Note payable- current maturity		295,600			158,200
Note payable- in default		14,000			14,000
Due to shareholder		1,800			0
Payable due for business acquisitions		0			40,000
Convertible notes payable, net of debt discount		4,281,617			1,074,733
Derivative liabilities		2,199,087			1,137,623
Lease liability, current		426,212			0
Total current liabilities		7,685,024			3,021,888

Lease liability, long-term		1,298,530			1,319,457
Note payable- long-term		78,573			105,929

Total Liabilities		9,062,127			4,447,274

Commitments and contingencies (Note 13)

Stockholders' Deficit
Preferred stock, 50,000,000 shares authorized, 8,000,000 shares are undesignated
Series A: 2,000,000 shares convertible into 480,000,000 shares of common stock issued and outstanding at December 31, 2021 and March 31, 2021, respectively.		20			20
Series B: 40,000,000 shares convertible into 160,000,000 shares of common stock issued and outstanding at December 31, 2021 and March 31, 2021, respectively.		400			400
Common stock, $0.00001 par value; 5,000,000,000 shares authorized; 1,630,799,526 and 1,081,390,550 shares issued and outstanding at December 31, 2021 and March 31, 2021, respectively. (This includes 10,000,000 shares in treasury repurchased for $50,000)		15,979			10,815
Additional paid in capital		9,577,723			7,652,677
Accumulated deficit		(15,508,888	)		(9,197,248	)
Total Stockholders' Deficit	$	(5,914,766	)	$	(1,533,336	)
Total Liabilities and Stockholders' Deficit	$	3,147,361		$	2,913,938


	As of June 30, 2021 (Unaudited)			As of March 31, 2021
Assets
Current assets
Cash and cash equivalents	$	111,785		$	122,176
Deposits and prepaid expenses		28,912			10,681
Total current assets		140,697			132,857

Notes receivable and other receivables		44,689			35,400
Operating lease right-of-use asset		1,765,876			1,575,792
Property and equipment, net of accumulated depreciation		1,136,243			944,999
Intangible assets, net of accumulated amortization		245,013			224,890
Total Assets	$	3,332,518		$	2,913,938

Liabilities & Stockholders' Deficit
Current liabilities
Accounts payable & accrued liabilities	$	400,398		$	213,663
Contract liabilities		84,608			119,504
Note payable- current maturity		295,600			158,200
Note payable- in default		14,000			14,000
Payable due for business acquisitions		42,906			40,000
Convertible notes payable		1,500,861			1,074,733
Derivative liabilities		788,069			1,137,623
Lease liability, net of discounts, current		341,974			264,165
Total current liabilities		3,468,416			3,021,888

Lease liability, long-term		1,456,108			1,319,457
Note payable- long-term		96,947			105,929

Total Liabilities		5,021,471			4,447,274

Commitments and contingencies (Note 13)		–			–

Stockholders' Deficit
Preferred stock, 50,000,000 shares authorized, 8,000,000 shares are undesignated
Series A: 2,000,000 shares convertible into 240 shares of common stock issued and outstanding at June 30, 2021 and March 31, 2021, respectively;		20			20
Series B: 40,000,000 shares convertible into 80,000,000 shares of common stock and 0 shares issued and outstanding at June 30, 2021 and March 31, 2021, respectively;		400			400
Common stock, $0.00001 par value; 5,000,000,000 shares authorized; 1,306,890,550 and 1,081,390,550 shares issued and outstanding at June 30, 2021 and March 31, 2021, respectively		13,070			10,815
Additional paid in capital		8,556,152			7,652,677
Accumulated deficit		(10,258,595	)		(9,197,248	)
Total Stockholders' Deficit		(1,688,953	)		(1,533,336	)
Total Liabilities and Stockholders' Deficit	$	3,332,518		$	2,913,938


	For the three months ended
	June 30,			June 30,			For the three months ended						For the nine months ended
	2021			2020			December 31,			December 31,			December 31,			December 31,
							2021			2020			2021			2020
Revenue:
Live event revenue	$	235,591		$	59		$	263,782		$	82,524		$	782,544		$	112,901
Gym revenue		333,174			59,962			348,850			218,025			1,058,863			383,596
Total revenue		568,765			60,021			612,632			300,549			1,841,407			496,497

Cost of sales		203,502			1,312			388,263			102,722			919,447			151,941

Gross profit		365,263			58,709			224,369			197,827			921,960			344,556

General and administrative corporate expenses
General and administrative expenses
General & administrative expenses		1,553,880			164,788			2,299,300			1,147,001			5,707,667			1,986,918
Depreciation and amortization expense		88,049			32,972			102,713			52,516			289,232			119,371
Total general and administrative corporate expenses		1,641,929			197,760			2,402,013			1,199,517			5,996,899			2,106,289

Loss from operations		(1,276,666	)		(139,051	)
Loss from continuing operations								(2,177,644	)		(1,001,690	)		(5,074,939	)		(1,761,733	)

Other income (expense):
Gain on forgiveness of loan		23,303			5,040			0			0			23,303			10,080
Gain on bargain purchase								0			91,870			0			91,870
Gain (loss) on sale of assets								887			0			(640	)		0
Grant income		0			2,000			0			0			0			2,000
Gain on sale of assets		230			0
Gain on extinguishment of debt		80,741			0
Financing expense								(136,170	)		0			(136,170	)		0
Loss on settlement of debt		0			(18,281	)		0			0			0			(18,281	)
Gain (loss) on change in fair value of derivative liabilities		310,871			(275,432	)
Loss on forgiveness of notes receivable								0			0			(2,094	)		0
Gain (loss) on extinguishment of debt								72,592			(6,670	)		209,258			(70,864	)
Change in fair value of derivatives								(66,894	)		194,758			(421,836	)		(592,649	)
Day one derivative loss								(45,485	)		(125,408	)		(45,485	)		(125,408	)
Interest expense		(199,826	)		(69,782	)		(340,403	)		(131,016	)		(863,037	)		(278,030	)
Total other income (expense)		215,319			(356,455	)		(515,473	)		23,534			(1,236,701	)		(981,282	)

Net loss	$	(1,061,347	)	$	(495,506	)	$	(2,693,117	)	$	(978,156	)	$	(6,311,640	)	$	(2,743,015	)

Basic and diluted earnings per share on net loss	$	(0	)	$	(0	)	$	(0	)	$	(0	)	$	(0	)	$	(0	)

Weighted average shares outstanding		1,207,948,242			550,425,206
Weighted average shares outstanding - Basic								1,452,481,989			710,522,374			1,341,287,504			619,783,280


	Preferred Stock				Preferred Stock													Additional						Total
	Series A				Series B				Common Stock						Treasury			Paid in			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares			Amount			Stock			Capital			Deficit			Deficit
Balance March 31, 2021		2,000,000	$	20		40,000,000	$	400		1,081,390,550		$	10,815			–		$	7,652,677		$	(9,197,248	)	$	(1,533,336	)

Sale of common stock		–		–		–		–		220,000,000			2,200			–			877,800			–			880,000

Issuance of common stock for services		–		–		–		–		5,500,000			55			–			23,595			–			23,650

Issuance of convertible notes		–		–		–		–		–			–			–			2,080			–			2,080

Net loss		–		–		–		–		–			–			–			–			(1,061,347	)		(1,061,347	)

Balance June 30, 2021		2,000,000	$	20		40,000,000	$	400		1,306,890,550		$	13,070			–		$	8,556,152		$	(10,258,595	)	$	(1,688,953	)

Sale of common stock		–		–		–		–		75,000,000		$	750			–		$	299,250		$	–		$	300,000

Issuance of common stock for services		–		–		–		–		–			–			–			–			–			–

Issuance of convertible notes		–		–		–		–		–			–			–			–			–			–

Net loss		–		–		–		–		–			–			–			–			(2,557,176	)		(2,557,176	)

Balance September 30, 2021		2,000,000	$	20		40,000,000	$	400		1,381,890,550		$	13,820			–		$	8,855,402		$	(12,815,771	)	$	(3,946,129	)

Sale of common stock		–		–		–		–		11,250,000		$	113			–		$	44,887		$	–		$	45,000

Issuance of common stock in connection with notes payable		–		–		–		–		37,900,000			49			–			21,475			–			21,524

Issuance of common stock upon conversion of notes payable		–		–		–		–		115,258,976			1,152			–			471,104			–			472,256

Issuance of common stock for services		–		–		–		–		99,000,000			990			–			291,410			–			292,400

Shares repurchased		–		–		–		–		(14,500,000	)		(145	)		(10,000,000	)		(106,555	)		–			(106,700	)

Net loss		–		–		–		–		–			–			–			–			(2,693,117	)		(2,693,117	)

Balance December 31, 2021		2,000,000	$	20		40,000,000	$	400		1,630,799,526		$	15,979			(10,000,000	)	$	9,577,723		$	(15,508,888	)	$	(5,914,766	)


	Preferred Stock Series A				Preferred Stock Series B				Common Stock				Additional Paid in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance March 31, 2021		2,000,000	$	20		40,000,000	$	400		1,081,390,550	$	10,815	$	7,652,677	$	(9,197,248	)	$	(1,533,336	)
Sale of common stock		–		–		–		–		220,000,000		2,200		877,800		–			880,000
Issuance of common stock for services		–		–		–		–		5,500,000		55		23,595		–			23,650
Issuance of convertible notes		–		–		–		–		–		–		2,080		–			2,080
Net loss		–		–		–		–		–		–		–		(1,061,347	)		(1,061,347	)
Balance June 30, 2021		2,000,000	$	20		40,000,000	$	400		1,306,890,550	$	13,070	$	8,556,152	$	(10,258,595	)	$	(1,688,953	)

	Preferred Stock Series A			Preferred Stock Series B		Common Stock				Additional Paid in		Accumulated			Total Stockholders’
	Shares		Amount			Shares		Amount		Capital		Deficit			Deficit
Balance March 31, 2020	2,000,000	$	20		–	539,267,304	$	5,394	$	3,600,197	$	(3,816,978	)	$	(211,367	)
Sale of common stock for cash	–		–		–	4,000,000		40		14,360		–			14,400
Conversion of notes payable	–		–			16,292,915		163		55,459		–			55,622
Net Loss	–		–		–	–		–		–		(495,506	)		(495,506	)
Balance June 30, 2020	2,000,000	$	20		–	559,560,219	$	5,597	$	3,670,016	$	(4,312,484	)	$	(636,851

Schedule of Earnings Per Share, Basic and Diluted
	June 30, 2021			June 30, 2020
Basic and diluted
Net loss	$	(1,061,347	)	$	(495,506	)

Net loss per share
Basic	$	(0.00	)	$	(0.00	)
Diluted	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding:
Basic & diluted		1,207,948,242			550,425,206

Schedule of Earnings Per Share, Basic and Diluted
	December 31, 2021			December 31, 2020
Basic and diluted
Net loss	$	(6,311,640	)	$	(2,743,015	)

Net loss per share
Basic	$	(0.00	)	$	(0.00	)
Diluted	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding:
Basic		1,341,287,504			619,783,280

Schedule of revenue
Schedule of net sales by revenue type
	For the three months ended				For the three months ended
	June 30,		June 30,		December 31,		December 31,
	2021 (Unaudited)		2020 (Unaudited)		2021 (Unaudited)		2020 (Unaudited)
Live events	$	235,591	$	59	$	263,782	$	82,524
Gym revenue		333,174		59,962		348,850		218,025
Net sales	$	568,765	$	60,021
Total revenue					$	612,632	$	300,549

Schedule of deferred revenue
	As of
	June 30,			June 30,
	2021			2020
Balance at beginning of year	$	119,504		$	13,992
Deferral of revenue		169,798			37,960
Recognition of unearned revenue		(204,694	)		(30,668	)
Balance at June 30	$	84,608		$	21,284

Property and equipment
Schedule of property and equipment
							As of			As of
	June 30, 2021			March 31, 2021			December 31, 2021			March 31, 2021

Gym equipment	$	505,715		$	420,880		$	533,253		$	420,880
Cages		146,509			132,350			151,009			132,350
Event assets		104,270			92,117			116,088			92,117
Furniture and fixtures		16,766			16,766			16,765			16,766
Production truck gear		11,740			11,740			11,740			11,740
Production equipment		47,875			32,875			60,888			32,875
Venue lighting system		38,266			37,250			38,266			37,250
Leasehold improvements		117,541			43,712			215,643			43,712
Electronics hardware and software		133,378			124,624			164,921			124,624
Trucks trailers and vehicles		241,278			197,921			234,533			197,921
		1,363,338			1,110,235			1,543,106			1,110,235
Less: accumulated depreciation		(227,095	)		(165,236	)		(349,830	)		(165,236	)
	$	1,136,243		$	944,999		$	1,193,276		$	944,999

Intangible assets
	As of			As of
	June 30, 2021			March 31, 2021

Licenses	$	142,248		$	142,248
Customer relationships		216,343			170,031
Software development		12,585			12,585
		371,176			324,864
Less: accumulated amortization		(126,163	)		(99,974	)
	$	245,013		$	224,890

Schedule of intangible assets
	As of			As of
	December 31, 2021			March 31, 2021

Licenses	$	142,248		$	142,248
Software/website development		12,585			12,585
Customer relationships		216,343			170,031
		371,176			324,864
Less: accumulated amortization		(178,542	)		(99,974	)
	$	192,634		$	224,890

Estimated amortization expense
Estimated amortization expense for each of the next five years:

Fiscal year ended March 31, 2022	$	78,569
Fiscal year ended March 31, 2023		97,842
Fiscal year ended March 31, 2024		61,533
Fiscal year ended March 31, 2025		7,069
Total	$	245,013

Schedule of amortization expense
Fiscal year ended March 31, 2022	$	26,189
Fiscal year ended March 31, 2023		97,842
Fiscal year ended March 31, 2024		61,532
Fiscal year ended March 31, 2025		7,071
Total	$	192,634

Business combination purchase allocation
Schedule of business combination purchase allocation
Consideration
Cash	$	125,000	$	125,000

Fair values of identifiable net assets:
Property & equipment:
Gym equipment	$	76,689	$	76,689

Intangible assets:
Customer relationships		46,311		46,311

Total fair value of identifiable net assets	$	125,000	$	125,000

Schedule of notes payable
	As of			As of
	June 30,			March 31,
	2021			2021
Notes payable - current maturity:
Note Payable PPP SBA Loan	$	0		$	15,600
SBA EIDL Loan		10,000			10,000
SBA Loan Payable B2Digital		97,200			97,200
Notes payable – in default:
Emry Capital $14,000, 4% loan with principal and interest due April, 2020		14,000			14,000
Notes payable – long term:
WLES LP LLC $60,000, 5% loan due January 15, 2022		30,000			30,000
Brian Cox 401K		10,533			12,882
SBA Loan (Hillcrest)		35,400			35,400
SBA Loan (One More Gym, LLC)		56,414			63,047
GS Capital, LLC		153,000			0
Total notes payable		406,547			278,129
Less: long-term		(96,947	)		(105,929	)
Total	$	309,600		$	172,200

Convertible note payable
Schedule of convertible notes payable
Note*	Inception Date	Maturity	Coupon		Face Value		Unamortized Discount		Carrying Value		Issuance Date		Maturity		Coupon		Face Value		Unamortized Discount		Carrying Value
Note 5	1/27/2020	1/27/2021		8%	$	202,400	$	0	$	202,400
Note 6	2/19/2020	2/19/2021		8%		85,800		0		85,800		2/19/2020		4/18/2022		8%		45,800		–		45,800
Note 7	3/10/2020	3/10/2021		8%		85,800		0		85,800		3/10/2020		4/18/2022		8%		85,800		–		85,800
Note 8	8/4/2020	8/4/2021		8%		156,000		9,379		146,621		8/4/2020		4/18/2022		8%		156,000		–		156,000
Note 9	10/2/2020	10/2/2021		8%		205,000		37,415		167,585		10/2/2020		4/18/2022		8%		205,000		–		205,000
Note 10	10/15/2020	10/15/2021		8%		172,000		27,964		144,036		10/15/2020		4/18/2022		8%		172,000		–		172,000
Note 11	11/2/2020	11/2/2021		8%		69,000		13,114		55,886		11/2/2020		4/18/2022		8%		69,000		–		69,000
Note 12	11/12/2020	11/12/2021		8%		69,000		8,318		60,682		11/12/2020		4/18/2022		8%		69,000		–		69,000
Note 14	12/10/2020	12/10/2021		8%		80,000		16,515		63,485		12/10/2020		4/18/2022		8%		80,000		–		80,000
Note 16	1/14/2021	1/14/2022		8%		107,000		23,068		83,932		1/14/2021		4/18/2022		8%		107,000		3,648		103,352
Note 17	1/27/2021	1/27/2021		8%		60,000		15,969		44,031		1/27/2021		4/18/2022		8%		60,000		2,595		57,405
Note 18	2/3/2021	2/3/2022		8%		45,250		33,439		11,811
Note 19	2/12/2021	2/12/2022		8%		69,000		47,402		21,598
Note 20	4/30/2021	4/30/2022		8%		104,000		3,343		100,657		4/30/2021		4/30/2022		8%		104,000		1,351		102,649
Note 21	5/25/2021	5/25/2022		8%		104,000		5,586		98,414		5/25/2021		5/25/2022		8%		104,000		2,578		101,422
Note 22	6/24/2021	6/24/2022		8%		185,652		57,529		128,123		6/24/2021		6/24/2022		8%		185,652		31,424		154,228
Note 24												7/24/2021		7/24/2022		8%		265,000		44,322		220,678
Note 25												8/04/2021		8/4/2022		8%		129,800		22,854		106,946
Note 26												8/11/2021		8/11/2022		8%		151,500		25,881		125,619
Note 27												8/16/2021		8/16/2022		8%		88,400		20,369		68,031
Note 28												8/20/2021		8/20/2022		8%		151,500		29,317		122,183
Note 29												8/30/2021		8/30/2022		8%		140,650		25,682		114,968
Note 30												9/02/2021		9/02/2022		8%		216,385		43,972		172,413
Note 31												9/17/2021		9/17/2022		8%		270,480		48,092		222,388
Note 32												9/30/2021		9/30/2022		8%		270,480		49,425		221,055
Note 33												10/07/2021		10/7/2022		8%		86,900		71,447		15,453
Note 34												10/26/2021		10/26/2022		8%		270,480		53,852		216,628
Note 35												10/30/2021		10/30/2022		8%		46,800		39,931		6,869
Note 36												11/03/2021		11/03/2022		8%		270,480		38,400		232,080
Note 37												11/16/2021		11/16/2022		8%		324,576		123,669		200,907
Note 38												11/30/2021		11/30/2022		8%		270,480		79,078		191,402
Note 39												12/10/2021		12/10/2022		8%		601,000		178,145		422,855
Note 40												12/15/2021		12/15/2022		8%		270,480		87,489		182,991
Note 41												12/23/2021		12/23/2022		8%		54,100		17,605		36,495
Total					$	1,799,902	$	299,041	$	1,500,861							$	5,322,743	$	1,041,126	$	4,281,617

Schedule of amortization expense, interest expense and accrued interest on debt
Note	Interest Expense		Accrued Interest		Amortization of Debt Discount		Unamortized
Note 6	$	2,078	$	9,723	$	–	$	–
Note 7		7,785		22,675		–		–
Note 8		4,343		17,575		–		–
Note 9		4,044		20,400		–		–
Note 10		3,468		16,663		7,463		–
Note 11		1,391		6,412		3,542		–
Note 12		1,391		6,261		2,181		–
Note 14		1,613		6,768		7,067		–
Note 16		2,158		8,232		10,215		3,648
Note 17		1,210		4,445		7,130		2,595
Note 20		2,097		5,585		1,002		1,351
Note 21		2,097		5,015		1,516		2,578
Note 22		3,744		7,731		13,657		31,424
Note 24		5,344		9,119		16,648		44,322
Note 25		2,617		4,239		8,518		22,854
Note 26		3,055		4,715		9,691		25,881
Note 27		1,783		2,654		7,223		20,369
Note 28		3,055		4,416		10,758		29,317
Note 29		2,836		3,792		8,372		25,682
Note 30		4,363		5,691		14,079		43,972
Note 31		5,454		6,883		15,742		48,092
Note 32		5,454		5,454		14,380		49,425
Note 33		1,600		1,600		6,763		71,447
Note 34		4,328		4,328		9,409		53,852
Note 35		677		677		2,189		39,931
Note 36		3,695		3,695		6,999		38,400
Note 37		3,201		3,201		8,559		123,669
Note 38		1,838		1,838		5,924		79,078
Note 39		4,084		4,084		15,815		178,145
Note 40		949		949		6,386		87,489
Note 41		–		–		–		17,605
Total	$	91,752	$	204,820	$	221,228	$	1,041,126

Amortization expense, interest expense and accrued interest
Note	Interest Expense		Accrued Interest		Amortization of Debt Discount		Unamortized
Note 5	$	8,730	$	30,132	$	0	$	0
Note 6		3,850		11,800		0		0
Note 7		3,850		10,979		0		0
Note 8		3,111		11,283		13,022		9,379
Note 9		4,089		12,176		30,586		37,415
Note 10		3,431		9,726		17,947		27,964
Note 11		1,376		3,630		8,172		13,114
Note 12		1,376		3,478		5,573		8,318
Note 14		1,596		3,542		8,224		16,515
Note 15		12		0		43,661		0
Note 16		2,134		3,916		8,296		23,068
Note 17		1,198		2,026		5,469		15,969
Note 18		903		1,459		5,169		33,439
Note 19		1,376		2,087		8,468		47,402
Note 20		1,390		1,390		656		3,343
Note 21		821		821		493		5,586
Note 22		244		244		0		57,529
	$	39,487	$	108,689	$	155,736	$	299,041

Schedule of derivative liabilities
	June 30, 2021					December 31, 2021
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values			Indexed Shares		Fair Values
Compound embedded derivatives		559,931,126	$	(788,069	)		1,372,797,202		(2,199,087	)
Total		559,931,126	$	(788,069	)		1,372,797,202		(2,199,087	)

	June 30, 2020					December 31, 2020
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values			Indexed Shares		Fair Values
Compound embedded derivatives		277,598,000	$	(334,222	)		311,625,168		(739,574	)
Total		277,598,000	$	(334,222	)		311,625,168		(739,574	)

~~Significant inputs~~
	~~June 30, 2021~~
~~Quoted market price on valuation date~~	$~~0.0041~~
~~Contractual conversion rate~~	$~~0.0027~~ ~~- $0.01~~
~~Contractual term to maturity~~	~~0.095 Years – 1.0 Years~~
~~Market volatility:~~
~~Equivalent Volatility~~	~~21.33% - 230.47%~~
~~Interest rate~~	~~8.0~~%

Schedule of significant inputs
	December 31, 2021
Quoted market price on valuation date	$	0.0029
Contractual conversion rate		$0.0001-$0.01
Contractual term to maturity		0.005 Years – 1.0 Years
Market volatility:
Equivalent Volatility		90.12% - 170.73%
Interest rate		8.00%

Schedule of changes in fair value of derivatives
	June 30,			March 31,
	2021			2021			December 31,			March 31,
							2021			2021
Beginning balance	$	1,137,623		$	58,790		$	1,137,623		$	58,790
Issuances:
Compound embedded derivatives		42,058			732,416			1,088,514			732,416
Conversions		0			(859,352	)		(287,897	)		(859,352	)
Derivative extinguished / debt repaid in cash		(80,740	)		(126,892	)		(160,989	)		(126,892	)
Loss (gain) on changes in fair value inputs and assumptions reflected in income		(310,871	)		1,332,661
(Gain) loss on changes in fair value inputs and assumptions reflected in income								421,836			1,332,661
Total	$	788,069		$	1,137,623		$	2,199,087		$	1,137,623

Summary of right-of-use asset
	June 30, 2021																		December 31, 2021
	Kokomo Lease			Valparaiso Lease			Merrill Lease			Tuscaloosa Lease			Birmingham Lease			Total			Kokomo Lease			Valparaiso Lease			Merrill Lease			Tuscaloosa Lease			Birmingham Lease			Tuscaloosa Additional Lease			Total
Office lease	$	375,483		$	374,360		$	701,405		$	222,087		$	284,745		$	1,958,080		$	375,483		$	374,360		$	701,404		$	222,087		$	284,745		$	77,119		$	2,035,198
Less: accumulated amortization		(45,442	)		(75,965	)		(37,686	)		(25,726	)		(7,385	)		(192,204	)		(77,434	)		(129,853	)		(94,697	)		(52,766	)		(30,289	)		(996	)		(386,035	)
Right-of-use asset, net	$	330,041		$	298,395		$	663,719		$	196,361		$	277,360		$	1,765,876		$	298,049		$	244,507		$	606,707		$	169,321		$	254,456		$	76,123		$	1,649,163

Summary of operating lease liability
	June 30, 2021
	Kokomo Lease			Valparaiso Lease			Merrill Lease			Tuscaloosa Lease			Birmingham Lease			Total
Office lease	$	336,180		$	298,395		$	689,785		$	196,361		$	277,361		$	1,798,082
Less: current portion		(60,606	)		(110,528	)		(68,402	)		(55,460	)		(46,978	)		(341,974	)
Long term portion	$	275,574		$	187,867		$	621,383		$	140,901		$	230,383		$	1,456,108

Summary of maturity of lease liability
Schedule of maturity of the lease liability
	June 30, 2021																		December 31, 2021
	Kokomo Lease			Valparaiso Lease			Merrill Lease			Tuscaloosa Lease			Birmingham Lease			Total			Kokomo Lease			Valparaiso Lease			Merrill Lease			Tuscaloosa Lease			Birmingham Lease			Tuscaloosa Additional Lease			Total
Fiscal year ending March 31, 2022	$	67,812		$	100,706		$	83,938		$	54,000		$	54,000		$	360,455		$	22,969		$	33,569		$	33,575		$	18,000		$	18,000		$	4,875		$	130,988
Fiscal year ending March 31, 2023		94,172			134,274			201,450			72,000			72,000			573,896			94,172			134,274			201,450			72,000			72,000			19,500			593,396
Fiscal year ending March 31, 2024		98,880			100,706			201,450			72,000			72,000			545,036			98,880			100,706			201,450			72,000			72,000			19,500			564,536
Fiscal year ending March 31, 2025		101,292			–			201,450			30,000			72,000			404,742			101,292			–			201,450			30,000			72,000			19,500			424,242
Fiscal year ending March 31, 2026		50,646			–			184,664			0			72,000			307,310			50,646			–			184,661			–			72,000			19,500			326,807
Fiscal year ending March 31, 2027		–			–			–			0			6,000			6,000			–			–			–			–			6,000			13,000			19,000
Present value discount		(76,623	)		(37,290	)		(183,166	)		(31,639	)		(70,639	)		(399,357	)		(60,772	)		(24,041	)		(149,439	)		(22,679	)		(57,544	)		(19,752	)		(334,227	)
Lease liability	$	336,180		$	298,395		$	689,785		$	196,361		$	277,361		$	1,798,082		$	307,187		$	244,508		$	673,147		$	169,321		$	254,456		$	76,123		$	1,724,742

SEC Ref. No.	Title of Document

10.1*	Business Purchase Agreement and Management Services Agreement Termination Agreement dated effective November 1, 2021 with Mark Slater and Colosseum Combat LLC
10.2*	Common Stock Repurchase Agreement dated October 11, 2021 with Go Value Networks
10.3*	Common Stock Repurchase Agreement dated December 23, 2021, with Mike Davis
31.1*	Rule 13a-14(a) Certification by Principal Executive and Financial Officer
32.1**	Section 1350 Certification of Principal Executive and Financial Officer
101.INS*	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
~~101.SCH~~101.SCH**	Inline XBRL Taxonomy Extension Schema Document
~~101.CAL~~101.CAL**	Inline XBRL Taxonomy Extension Calculation Linkbase Document
~~101.DEF~~101.DEF**	Inline XBRL Taxonomy Extension Definition Linkbase Document
~~101.LAB~~101.LAB**	Inline XBRL Taxonomy Extension Label Linkbase Document
~~101.PRE~~101.PRE**	Inline XBRL Taxonomy Extension Presentation Linkbase Document
~~104~~104**	Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

	B2Digital, Incorporated


Date: ~~August 13, 2021~~February 14, 2022	By	/s/ Greg P. Bell
		Greg P. Bell, Chief Executive Officer
		(Principal Executive Officer and Principal
		Financial Officer)