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 ~~December 31, 2021~~September 30, 2022

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

		For the transition period from ~~_______________________to___________________________~~____________________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 ~~February 11,~~November 7, 2022, was ~~1,722,817,434~~2,310,607,184.

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	2928

Item 3. Quantitative and Qualitative Disclosures About Market ~~Risk.~~Risk	3938

Item 4. Controls and ~~Procedures.~~Procedures	38

PART II - OTHER INFORMATION	39

~~PART II—OTHER INFORMATION~~Item 1A. Risk Factors	4039

Item 2. Unregistered Sales of Equity Securities and Use of ~~Proceeds.~~Proceeds	4039

Item ~~5. Other Information~~6. Exhibits	4139
~~Item 6. exhibits.~~	41
SIGNATURES	4240

PART I -– FINANCIAL INFORMATION

Item 1.

Financial Statements.

Consolidated Financial Statements

B2Digital, Incorporated

~~Consolidated Balance Sheets~~

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
Page
Consolidated Balance Sheets as of September 30, 2022 (unaudited) and March 31, 2022 4
Consolidated Statements of Operations (unaudited) for the three and six months ended September 30, 2022 and 2021 5
Consolidated Statements of Stockholders’ Deficit (unaudited) for the three and six months ended September 30, 2022 and 2021 6
Consolidated Statements of Cash Flows (unaudited) for the six months ended September 30, 2022 and 2021 7
Notes to the Unaudited Consolidated Financial Statements 8

~~See accompanying notes to the unaudited consolidated financial statements.~~

3

B2Digital, Incorporated
Consolidated ~~Statements of Operations (Unaudited)~~Balance Sheets

For the three months ended For the nine months ended
December 31, December 31, December 31, December 31,
2021 2020 2021 2020
Revenue:
Live event revenue $ 263,782 $ 82,524 $ 782,544 $ 112,901
Gym revenue 348,850 218,025 1,058,863 383,596
Total revenue 612,632 300,549 1,841,407 496,497

Cost of sales 388,263 102,722 919,447 151,941

Gross profit 224,369 197,827 921,960 344,556

General and administrative expenses
General & administrative expenses 2,299,300 1,147,001 5,707,667 1,986,918
Depreciation and amortization expense 102,713 52,516 289,232 119,371
Total general and administrative corporate expenses 2,402,013 1,199,517 5,996,899 2,106,289

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

Other income (expense):
Gain on forgiveness of loan 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 0 0 2,000
Financing expense (136,170 ) 0 (136,170 ) 0
Loss on settlement of debt 0 0 0 (18,281 )
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 (340,403 ) (131,016 ) (863,037 ) (278,030 )
Total other income (expense) (515,473 ) 23,534 (1,236,701 ) (981,282 )

Net loss $ (2,693,117 ) $ (978,156 ) $ (6,311,640 ) $ (2,743,015 )

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

Weighted average shares outstanding - Basic 1,452,481,989 710,522,374 1,341,287,504 619,783,280

As of September 30,
2022
(unaudited)

As of March 31,
2022

Assets
Current assets
Cash and cash equivalents $ 126,330 $ 39,623
Notes receivable – 6,096
Prepaid expenses 2,751 49,363
Total current assets 129,081 95,082

Operating lease right-of-use asset, net of accumulated amortization 66,778 73,085
Property and equipment, net of accumulated depreciation 870,771 984,217
Intangible assets, net of accumulated amortization 33,064 45,215
Deposits 11,126 11,126
Net assets held for sale – 80,000
Notes receivable – long term 35,400 35,400
Total Assets $ 1,146,220 $ 1,324,125

Liabilities & Stockholders' Deficit
Current liabilities
Accounts payable & accrued liabilities $ 1,498,958 $ 744,069
Deferred revenue 33,399 104,704
Note payable- current maturity 1,402,440 295,600
Note payable- in default 44,000 14,000
Convertible notes payable, net of discount 8,120,081 6,035,090
Derivative liabilities 8,606,244 3,831,191
Due to shareholder – 2,800
Lease liability, current 129,615 123,319
Total current liabilities 19,834,737 11,150,773

Lease liability – non-current 281,203 347,623
Note payable - long-term – 30,000
Total Liabilities 20,115,940 11,528,396

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 September 30, 2022 and March 31, 2022, respectively. 20 20
Series B: 40,000,000 shares convertible into 320,000,000 shares of common stock and 40,000,000 shares issued and outstanding at September 30, 2022 and March 31, 2022, respectively; 400 400
Common stock, $0.00001 par value; 20,000,000,000 shares authorized; 2,171,546,990 and 1,849,932,312 shares issued and outstanding at September 30, 2022 and March 31, 2022, respectively 21,062 17,846
Additional paid in capital 10,592,621 10,251,530
Accumulated deficit (29,583,823 ) (20,474,067 )
Total Stockholders' Deficit (18,969,720 ) (10,204,271 )
Total Liabilities and Stockholders' Deficit $ 1,146,220 $ 1,324,125

See accompanying notes to the unaudited consolidated financial ~~statements.~~statements

4

B2Digital, Incorporated
Consolidated Income Statement ~~of Changes in Stockholders' Deficit~~(Unaudited)
~~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, 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 )

For the three months ended For the six months ended
September 30, September 30, September 30, September 30,
2022 2021 2022 2021
Revenue:
Live event revenue $ 160,469 $ 283,171 $ 498,291 $ 518,762
Gym revenue 75,007 376,839 437,526 710,013
Total revenue 235,476 660,010 935,817 1,228,775

Operating expenses
Sales and marketing 43,797 114,413 108,374 162,326
Utilities 15,238 53,202 55,948 84,393
Leasing expense 13,632 156,375 143,098 301,848
Payroll expense 222,967 485,820 871,396 897,173
General and administrative 580,580 1,337,345 2,133,060 2,458,797
Depreciation and amortization expense 71,868 98,470 143,627 186,519
Total general and administrative corporate expenses 948,082 2,245,625 3,455,503 4,091,056

Loss from continuing operations (712,606 ) (1,585,615 ) (2,519,686 ) (2,862,281 )

Other income (expense):
Gain on forgiveness of loan – – – 23,303
Gain (loss) on sale of assets 7,869 (1,757 ) 1,442 (1,527 )
Grant income – – – –
Financing expense – (35,014 ) (39,196 ) (35,014 )
Loss on forgiveness of notes receivable – (2,094 ) – (2,094 )
Gain on extinguishment of debt 12,056 55,925 119,264 136,666
Change in fair value of derivatives (1,483,300 ) (665,813 ) (4,292,576 ) (354,942 )
Initial derivative expense (184,890 ) – (379,213 ) –
Interest expense (1,179,243 ) (322,808 ) (1,999,791 ) (522,634 )
Total other expense (2,827,508 ) (971,561 ) (6,590,070 ) (756,242 )

Net loss $ (3,540,114 ) $ (2,557,176 ) $ (9,109,756 ) $ (3,618,523 )

Basic and diluted earnings per share on net loss $ (0.002 ) $ (0.002 ) $ (0.004 ) $ (0.003 )

Weighted average shares outstanding 2,144,271,646 1,369,390,550 2,063,438,543 1,289,383,719

See accompanying notes to the unaudited consolidated financial ~~statements.~~statements

5

B2Digital, Incorporated
Consolidated Statement of Changes in Stockholders' Deficit
For the Three and ~~Nine~~Six months ~~ended December 31,~~Ended September 30, 2022 and 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 )

Preferred Stock Preferred Stock Additional
Series A Series B Common Stock
Paid in
Accumulated
Shares Amount Shares Amount Shares Amount Capital Deficit Total
Balance March 31, 2022 2,000,000 $ 20 40,000,000 $ 400 1,849,932,312 $ 17,846 $ 10,251,530 $ (20,474,067 ) $ (10,204,271 )

Issuance of shares from conversion of notes payable – – – – 247,810,805 2,477 304,928 – 307,405

Net loss – – – – – – – (5,569,642 ) (5,569,642 )

Balance June 30, 2022 2,000,000 $ 20 40,000,000 $ 400 2,097,743,117 $ 20,323 $ 10,556,458 $ (26,043,709 ) $ (15,466,508 )

Issuance of convertible notes – – – – 73,803,873 739 36,163 – 36,902

Net loss – – – – – – – (3,540,114 ) (3,540,114 )

Balance September 30, 2022 2,000,000 $ 20 40,000,000 $ 400 2,171,546,990 $ 21,062 $ 10,592,621 $ (29,583,823 ) $ (18,969,720 )
Preferred Stock Preferred Stock Additional
Series A Series B Common Stock
Paid in
Accumulated
Shares Amount Shares Amount Shares Amount Capital Deficit Total
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 – $ – – $ – 75,000,000.00 $ 750 $ 299,250 $ – $ 300,000

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 )

See accompanying notes to the unaudited consolidated financial ~~statements.~~statements

6

B2Digital, Incorporated
Consolidated Statements of Cash Flows ~~(Unaudited)~~
(Unaudited)

For the nine months ended For the six months ended
December 31, December 31, September 30, September 30,
2021 2020 2022 2021
Cash Flows from Operating Activities
Net Loss $ (6,311,640 ) $ (2,743,015 ) $ (9,109,756 ) $ (3,618,523 )

Adjustments to reconcile net loss to net cash used by operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Stock compensation 316,050 409,333 – 23,650
Depreciation and amortization expense 289,232 119,371
Depreciation and amortization 143,627 186,519
(Gain) loss on sale of assets (1,442 ) 1,527
Gain on forgiveness of loan (23,303 ) 0 – (23,303 )
Gain on extinguishment of debt (119,264 ) (136,666 )
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 1,501,582 413,180
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
Initial derivative expense 379,213 –
Loss on fair value of compound embedded derivative 4,292,576 354,952
Right-of-use asset/liability (53,817 ) 52,830
Changes in operating assets & liabilities
Prepaid expenses (57,012 ) (4,417 ) 46,612 (70,113 )
Inventory 0 5,236
Accounts payable and accrued liabilities 147,964 90,154 808,002 211,608
Related party (advances) repayment 1,800 29,630
Related party advances (2,800 ) –
Deferred revenue (54,768 ) 68,539 (71,305 ) (30,624 )
Net cash used by operating activities (4,561,880 ) (1,105,767 )
Net cash used in operating activities (2,186,772 ) (2,634,963 )

Cash Flows from Investing Activities
Business acquisition (165,000 ) (114,110 )
Business acquisitions and dispositions 87,869 (165,000 )
Capital expenditures (412,892 ) (178,028 ) (24,456 ) (256,156 )
Net cash used by investing activities (577,892 ) (292,138 )
Net cash provided (used) in investing activities 63,413 (421,156 )

Cash Flows from Financing Activities
Proceeds from notes payable 150,000 122,766 1,104,448 150,000
Proceeds from convertible notes payable 4,178,506 865,000 1,213,989 2,096,681
Repayments related to payable due for business combinations 0 (15,000 )
Repayments of convertible notes payable (432,363 ) 0 (108,371 ) (207,863 )
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
Repayments of notes payable – (8,609 )
Payment of note payable – (2,354 )
Issuance of common stock – 1,180,000
Net cash provided by financing activities 5,026,790 1,425,948 2,210,066 3,207,855

(Decrease) increase in Cash (112,981 ) 28,043
Increase in Cash 86,707 151,736

Cash at beginning of period 122,176 46,729 39,623 122,176

Cash (and equivalents) at end of period $ 9,195 $ 74,772 $ 126,330 $ 273,912

Supplemental Cash Flow Information
Cash paid for interest $ 9,534 $ 0 $ 66,200 $ 8,303
Cash paid for income taxes $ – $ –

Non-cash investing and financing activities:
Conversion of note payable to equity $ 242,400 $ 303,212
Conversion of note payable and accrued interest to common stock $ 186,043 $ –
Initial recognition of derivative liability as debt discount $ 342,019 $ -
Net assets disposed of $ 87,869 $ –

See accompanying notes to the unaudited consolidated financial ~~statements.~~
statements

7

~~B2DIGITAL, INCORPORATED~~B2Digital, Incorporated
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~Notes to Consolidated Financial Statements
~~DECEMBER 31, 2021~~
September 30, 2022 (Unaudited)

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

We are the premier development league for mixed martial arts (“MMA”). We operate in two major branded ~~segments:~~businesses: 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~~business (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.~~business. 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,~~18 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 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 Fitness Facility ~~segment~~business operates primarily through the ONE More Gym Official B2 Training Facilities Network. We currently operate ~~five~~two ONE More Gym locations, with plans to 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 Company's Live Events segment.locations.

Basis of Presentation and Consolidation

The Company has ~~ten wholly-owned~~seven wholly owned subsidiaries. Hardrock Promotions LLC which owns Hardrock MMA in Kentucky, 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 unaudited, consolidated financial statements, which include the accounts of the Company and its ~~ten wholly-owned~~seven 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 ~~ten wholly-owned~~seven 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 U.S. dollars. The fiscal year end is March 31.
8
B2Digital, Incorporated
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited)
The Company changed the presentation of prior year cost of sales to operating expenses. It’s the opinion of management that with all of B2’s business expenses are operating in nature. The nature of the gym’s expenses for payroll, leasing and utilities do not directly derive income in the form of memberships and services generated by the gym on a daily basis. Secondarily, the nature of the MMA LIVE Fights’ expenses also does not directly affect or derive income in the form of ticket, merchandise and concession sales generated by live MMA events. Therefore, we believe the traditional cost of goods sold expense items should be eliminated from both business income statements and all expenses should be reported as operating expense to more accurately reflect the true nature of the business. Traditional line items such as raw materials, labor associated with the production of finished goods and depreciation and amortization of machinery and intangibles associated with converting raw materials into finished goods do not exist in either of these businesses. As such for the three and six months ended September 30, 2021, approximately $327,682 and $531,184 of cost of sales was reclassified as operating expense, respectively.

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”).

8
~~B2DIGITAL, INCORPORATED~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~DECEMBER 31, 2021~~
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 the consolidated 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, the valuation of long-lived and intangible assets 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 0not have any cash in excess of FDIC limits at ~~December~~September 30, 2022 and March 31, ~~2021 and 2020,~~2022, 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:
9
B2Digital, Incorporated
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited)

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.

Assets Held for Sale
9
~~B2DIGITAL, INCORPORATED~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~DECEMBER 31, 2021~~We consider properties to be Assets held for sale when management approves and commits to a plan to dispose of a property or group of properties. The property held for sale prior to the sale date is separately presented on the balance sheets as Net assets held for sale. During the fourth quarter of fiscal 2022 management initiated the sale of the gyms located in Indiana: One More Gym, LLC, One More Gym Valparaiso and One More Gym Merrillville.

~~Other income~~Long-Lived Assets
~~During~~Management reviews long-lived assets, including finite-lived intangible assets, for indicators of impairment whenever events or changes in circumstances indicate that the ~~nine months ended December 31, 2021, and December 31, 2020,~~carrying value may not be recoverable. Cash flows expected to be generated by the related assets are estimated over the asset’s useful life on an undiscounted basis. For assets held for use, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. If the evaluation indicates that the carrying value of the asset may not be recoverable, the potential impairment is measured using fair value. Impairment losses for assets to be disposed of, if any, are based on the estimated proceeds to be 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~~less costs of ~~Operations.~~disposal.

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.

10
B2Digital, Incorporated
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited)
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.
Live event 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~~Revenue associated with B2FS (Fight Club) consist primarily 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.
Gym revenue
Revenues in connection with Company owned Fitness Clubs consist primarily of monthly membership dues and ancillary products. Monthly membership dues are recognized during the monthly membership period and any dues paid not correlating to the current period are recorded in deferred revenue. Ancillary products are recorded in the period the services or products are delivered.

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 ~~December 31, 2021,~~September 30, 2022, 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.

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. In addition, ~~Receivables that are factored~~revenue processed through the Company's ~~Receivable finance facility~~payment processor are guaranteed ~~by the finance company that~~ further ~~mitigates~~mitigating Credit Risk.

1011

~~B2DIGITAL, INCORPORATED~~B2Digital, Incorporated
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~Notes to Consolidated Financial Statements
~~DECEMBER 31, 2021~~September 30, 2022 (Unaudited)

~~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 nine months ended December 31, 2021, and 2020, respectively.
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, 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 ~~December 31, 2021,~~September 30, 2022, the convertible notes are indexed to ~~1,372,797,202~~21,938,772,500 shares of common stock.

The following table sets ~~forth~~for the computation of basic and diluted earnings per share for the ~~nine~~six months ended ~~December 31, 2021,~~September 30, 2022 and ~~2020:~~ 2021:
Schedule of Earnings Per Share, Basic and Diluted

December 31,
2021

December 31,
2020

September 30,
2022

September 30,
2021

Basic and diluted
Net loss $ (6,311,640 ) $ (2,743,015 ) $ (9,109,756 ) $ (3,618,523 )

Net loss per share
Basic $ (0.00 ) $ (0.00 ) $ (0.004 ) $ (0.003 )
Diluted $ (0.00 ) $ (0.00 ) $ (0.004 ) $ (0.003 )

Weighted average number of shares outstanding:
Basic 1,341,287,504 619,783,280
Basic & diluted 2,063,438,543 1,289,383,719

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 and stock awards, whether held by employees or others. As of ~~December 31, 2021,~~September 30, 2022, there were 0no options ~~outstanding and~~ ~~99,000,000~~ ~~shares of stock awards.~~outstanding.

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): 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.~~
12
B2Digital, Incorporated
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited)

~~Recently Adopted~~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.
Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 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 and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, ~~2023,~~2022, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements.
In June 2016, the FASB issued the ASU 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Among other things, the amendments in this ASU requires the measurement of all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. The ASU also requires additional disclosures related to estimates and judgments used to measure all expected credit losses. The new guidance was originally 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 for fiscal years beginning after December 15, 2022, and early adoption is permitted. At this time, the Company believes the adoption of this ASU will have no effect on the consolidated financial statements.
13
B2Digital, Incorporated
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited)

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.

NOTE 3 – GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going concern basis. For the ~~nine~~six months ended ~~December 31, 2021,~~September 30, 2022, the Company had a net loss of $~~(6,311,640)~~9,109,756, had net cash used in operating activities of $~~4,561,880~~2,186,772, had negative working capital of $~~7,608,136~~19,705,656, accumulated deficit of $~~15,508,888~~29,583,823 and stockholders’ deficit of $~~5,914,766~~18,969,720. 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. Live event revenue primarily 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~~six months ended ~~December 31,~~September 30, 2022 and 2021 ~~and 2020~~ are as follows:
Schedule of net sales by revenue type
For the three months ended For the three months ended
December 31, December 31, September 30, September 30,

2021
(Unaudited)

2020
(Unaudited)

2022
(Unaudited)

2021
(Unaudited)

Live events $ 263,782 $ 82,524 $ 160,469 $ 283,171
Gym revenue 348,850 218,025 75,007 376,839
Total revenue $ 612,632 $ 300,549
Net sales $ 235,476 $ 660,010

For the nine months ended For the six months ended
December 31, December 31, September 30, September 30,

2021
(Unaudited)

2020
(Unaudited)

2022
(Unaudited)

2021
(Unaudited)

Live events $ 782,544 $ 112,901 $ 498,291 $ 518,762
Gym revenue 1,058,863 383,596 437,526 710,013
Total revenue $ 1,841,407 $ 496,497
Net sales $ 935,817 $ 1,228,775

All revenue is derived in the United States.

1314

~~B2DIGITAL, INCORPORATED~~B2Digital, Incorporated
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~Notes to Consolidated Financial Statements
~~DECEMBER~~September 30, 2022 (Unaudited)
Information about the Company’s deferred revenue for the six months ended September 30, 2022 and 2021 are as follows:
Schedule of deferred revenue
As of
September 30, September 30,
2022 2021
Balance at beginning of fiscal year $ 104,704 $ 119,504
Deferral of revenue 504,247 453,342
Recognition of unearned revenue (575,552 ) (483,966 )
Balance at September 30 $ 33,399 $ 88,880
Deferred revenue for the periods ended September 30, 2022 and March 31, 2022 was $33,399 and $104,704, respectively. This deferred revenue represents deferred gym memberships fees and tickets pre-sold for live events, which pertain to performance obligations not realized as of September 30, 2022 and March 31, 2022.
Revenue recognized for the six months ended September 30, 2022 and 2021, which was included in the unearned revenue liability balance at the beginning of the year, was $575,552 and $483,966, respectively. This revenue represents gym membership fees and live event sales for performance obligations met in the six months ended September 30, 2022 and 2021.

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment, net, consisted of the following ~~as of December 31, 2021,~~at September 30, 2022 and March 31, ~~2021:~~ 2022:
Schedule of property and equipment Schedule of property and equipment
As of As of

December 31,
2021

March 31,
2021
September 30, 2022 March 31, 2022

Gym equipment $ 533,253 $ 420,880 $ 229,821 $ 229,821
Cages 151,009 132,350 151,009 151,009
Event assets 116,088 92,117 122,795 122,795
Furniture and fixtures 16,765 16,766 19,366 19,366
Production truck gear 11,740 11,740 11,740 11,740
Production equipment 60,888 32,875 80,965 80,965
Venue lighting system 38,266 37,250 38,266 38,266
Leasehold improvements 215,643 43,712 135,301 126,851
Electronics hardware and software 164,921 124,624 191,299 181,720
Trucks trailers and vehicles 234,533 197,921 289,028 289,028
1,543,106 1,110,235 1,269,590 1,251,561
Less: accumulated depreciation (349,830 ) (165,236 ) (398,819 ) (267,344 )
$ 1,193,276 $ 944,999 $ 870,771 $ 984,217

Depreciation expense related to these assets for the ~~nine~~three months ended ~~December 31,~~September 30, 2022 and 2021 ~~and 2020~~ amounted to $~~210,663~~ 65,792and $~~70,025~~72,280, respectively. Depreciation expense related to these assets for the six months ended September 30, 2022 and 2021 amounted to $131,475 and $134,140, respectively.
15
B2Digital, Incorporated
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited)

NOTE 6 – INTANGIBLE ASSETS

Intangible assets, net, consisted of the following ~~as of December 31, 2021,~~at September 30, 2022 and March 31, 2021:
Schedule of intangible assets
As of As of As of As of

December 31,
2021

March 31,
2021
September 30,
2022 March 31,
2022

Licenses $ 142,248 $ 142,248 $ 142,248 $ 142,248
Software/website development 12,585 12,585 12,585 12,585
Customer relationships 216,343 170,031 60,322 60,322
371,176 324,864 215,155 215,155
Less: accumulated amortization (178,542 ) (99,974 ) (182,091 ) (169,940 )
$ 192,634 $ 224,890 $ 33,064 $ 45,215

Licenses are amortized over five years, whereas customer relationships and software/website development are amortized over three years. Amortization expense related to these assets for the ~~nine~~three months ended ~~December 31,~~September 30, 2022 and 2021 ~~and 2020~~ amounted to $~~78,569~~6,076 and $~~49,346~~26,190 respectively. Amortization expense related to these assets for the six months ended September 30, 2022 and 2021 amounted to $12,152 and $52,379, respectively.
Estimated amortization expense for each of the next five years:
Schedule of amortization expense
Fiscal year ended March 31, 2023 $ 12,152
Fiscal year ended March 31, 2024 20,912
Total $ 33,064
NOTE 7 – BUSINESS DISPOSITION
One More Gym Merrillville, LLC
On July 27, 2022, the Company disposed of One More Gym Merrillville, LLC in a sale of the assets. The Company received relief of $15,000 in payables exchange for the net assets totaling $36,299. The Company had previously recorded an impairment loss on assets of $21,299.
One More Gym Valparaiso, LLC
On July 27, 2022, the Company disposed of One More Gym Valparaiso, LLC in a sale of the assets. The Company received relief of $25,000 in payables in exchange for the net assets totaling $71,452. The Company had previously recorded an impairment loss on assets of $46,452.

1416

~~B2DIGITAL, INCORPORATED~~B2Digital, Incorporated
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~Notes to Consolidated Financial Statements
~~DECEMBER 31, 2021~~
~~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~~ ~~in cash. The acquisition closed in April 2021.~~
Schedule of business combination purchase allocation
Consideration
Cash $ 125,000

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

Intangible assets:
Customer relationships 46,311

Total fair value of identifiable net assets $ 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. The Company assigned a fair value of $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.~~
15
~~B2DIGITAL, INCORPORATED~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~DECEMBER 31, 2021~~September 30, 2022 (Unaudited)

NOTE 8 - NOTES PAYABLE

The following is a summary of notes payable as of ~~December 31, 2021,~~September 30, 2022 and March 31, ~~2021:~~2022:
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
Schedule of notes payable
As of September 30, 2022 As of March 31, 2022
Notes Payable:
SBA EIDL Loan $ 10,000 $ 10,000
SBA Loan Payable B2 Digital 97,200 97,200
GS Capital, LLC 1,112,000 153,000
SBA Loan (Hillcrest) 35,400 35,400
Advantage Platform 222,650 –
$ 1,477,250 $ 295,600

Notes Payable – in default
Emry Capital $14,000, 4% loan with principal and interest due April, 2021 14,000 14,000
WLES LP LLC $60,000, 5% loan due January 15, 2022 30,000 30,000
$ 44,000 $ 44,000

Total notes payable 1,521,250 339,600
Less: long-term – (30,000 )
Less: discount on notes payable 74,810 –
Total notes payable, current portion $ 1,446,440 $ 309,600

During the ~~nine~~three months ended ~~December 31, 2021,~~September 30, 2022, the Company ~~incurred~~entered into an Agreement for the Purchase and Sale of Future Receipts with Advantage Platform. In exchange for $~~15,018~~300,000 the Company agreed to release future revenue to Advantage in ~~interest expense related~~the amount of $14,400 for 30 weeks. The Company accounted for this agreement as a debt under guidance from ASC 470-10-25-2. This transaction does not purport a sale of the Company, the Company continues to ~~notes payable.~~be involved in the daily operations and generation of cash flow, the transaction is cancelable by either party and with a lump sum payment or other transfer of assets to Advantage by the Company, the agreement explicitly limits Advantage’s rate of return, Advantage has several other entities in its portfolio and has any recourse to the Company relating to the payments due under the agreement.

~~During~~As of September 30, 2022, the ~~nine months ended December 31, 2021,~~Emry Capital note is in default. However, the ~~Company repaid $12,881~~ ~~on its loan payable~~note is not subject to ~~Brian Cox.~~any default provisions.

~~During~~As of September 30, 2022, the ~~nine months ended December 31, 2021,~~WLES LP LLC note is in default. However, the ~~bank forgave $6,634~~ ~~in principal and $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 nine months ended December 31, 2021, the bank forgave the Company’s PPP loan of $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.~~
note is not subject to any default provisions.

1617

~~B2DIGITAL, INCORPORATED~~B2Digital, Incorporated
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~Notes to Consolidated Financial Statements
~~DECEMBER 31, 2021~~September 30, 2022 (Unaudited)

NOTE 9 – CONVERTIBLE NOTE PAYABLE

The following is a summary of convertible notes payable as of ~~December 31, 2021:~~September 30, 2022:
Schedule of convertible notes payable
Schedule of Convertible Notes Payable
Note* Issuance Date Maturity Coupon Face Value Unamortized Discount Carrying Value
Issuance
Date
Maturity Coupon
Face
Value
Unamortized
Discount
Carrying
Value

Note 6 2/19/2020 4/18/2022 8% 45,800 – 45,800
Note 7 3/10/2020 4/18/2022 8% 85,800 – 85,800
Note 8 8/4/2020 4/18/2022 8% 156,000 – 156,000 8/04/2020 12/31/2022 8% $ 77,000 $ – $ 77,000
Note 9 10/2/2020 4/18/2022 8% 205,000 – 205,000 10/02/2020 12/31/2022 8% 205,000 – 205,000
Note 10 10/15/2020 4/18/2022 8% 172,000 – 172,000 10/15/2020 12/31/2022 8% 172,000 – 172,000
Note 11 11/2/2020 4/18/2022 8% 69,000 – 69,000 11/02/2020 12/31/2022 8% 69,000 – 69,000
Note 12 11/12/2020 4/18/2022 8% 69,000 – 69,000 11/12/2020 12/31/2022 8% 69,000 – 69,000
Note 14 12/10/2020 4/18/2022 8% 80,000 – 80,000 12/10/2020 12/31/2022 8% 80,000 – 80,000
Note 16 1/14/2021 4/18/2022 8% 107,000 3,648 103,352 1/14/2021 12/31/2022 8% 107,000 – 107,000
Note 17 1/27/2021 4/18/2022 8% 60,000 2,595 57,405 1/27/2021 12/31/2022 8% 60,000 – 60,000
Note 20 4/30/2021 4/30/2022 8% 104,000 1,351 102,649 4/30/2021 12/31/2022 8% 104,000 – 104,000
Note 21 5/25/2021 5/25/2022 8% 104,000 2,578 101,422 5/25/2021 12/31/2022 8% 104,000 – 104,000
Note 22 6/24/2021 6/24/2022 8% 185,652 31,424 154,228 6/24/2021 12/31/2022 8% 185,652 – 185,652
Note 24 7/24/2021 7/24/2022 8% 265,000 44,322 220,678 7/24/2021 12/31/2022 8% 265,000 – 265,000
Note 25 8/04/2021 8/4/2022 8% 129,800 22,854 106,946 8/04/2021 12/31/2022 8% 129,800 – 129,800
Note 26 8/11/2021 8/11/2022 8% 151,500 25,881 125,619 8/11/2021 12/31/2022 8% 151,500 – 151,500
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 8/20/2021 12/31/2022 8% 151,500 – 151,500
Note 29 8/30/2021 8/30/2022 8% 140,650 25,682 114,968 8/30/2021 12/31/2022 8% 140,650 – 140,650
Note 30 9/02/2021 9/02/2022 8% 216,385 43,972 172,413 9/02/2021 12/31/2022 8% 216,385 – 216,385
Note 31 9/17/2021 9/17/2022 8% 270,480 48,092 222,388 9/17/2021 12/31/2022 8% 270,480 – 270,480
Note 32 9/30/2021 9/30/2022 8% 270,480 49,425 221,055 9/30/2021 12/31/2022 8% 270,480 – 270,480
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 10/26/2021 12/31/2022 8% 270,480 4,546 265,934
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 11/03/2021 12/31/2022 8% 270,480 4,257 266,223
Note 37 11/16/2021 11/16/2022 8% 324,576 123,669 200,907 11/16/2021 12/31/2022 8% 324,576 17,105 307,471
Note 38 11/30/2021 11/30/2022 8% 270,480 79,078 191,402 11/30/2021 12/31/2022 8% 270,480 14,254 256,226
Note 39 12/10/2021 12/10/2022 8% 601,000 178,145 422,855 12/10/2021 12/31/2022 8% 601,000 37,836 563,164
Note 40 12/15/2021 12/15/2022 8% 270,480 87,489 182,991 12/15/2021 12/31/2022 8% 270,480 19,597 250,883
Note 41 12/23/2021 12/23/2022 8% 54,100 17,605 36,495 12/23/2021 12/23/2022 8% 54,100 4,061 50,039
Note 42 1/04/2022 1/04/2023 8% 270,480 10,091 260,389
Note 43 1/12/2022 1/12/2023 8% 300,000 85,618 214,382
Note 44 1/19/2022 1/19/2023 8% 270,480 16,743 253,737
Note 45 2/02/2022 2/02/2023 8% 270,480 15,029 255,451
Note 46 2/03/2022 2/03/2023 8% 425,000 146,903 278,097
Note 47 2/15/2022 2/15/2023 8% 270,480 12,812 257,668
Note 48 2/24/2022 2/24/2023 8% 211,640 85,310 126,330
Note 49 3/01/2022 3/01/2023 8% 120,000 45,487 74,513
Note 50 3/01/2022 3/01/2023 8% 270,480 16,911 253,569
Note 51 3/16/2022 3/16/2023 8% 270,480 17,732 252,748
Note 52 3/22/2022 3/22/2023 8% 120,000 56,920 63,080
Note 53 4/01/2022 4/01/2023 8% 135,240 8,513 126,727
Note 54 4/01/2022 4/01/2023 8% 270,480 16,721 253,759
Note 55 4/04/2022 4/04/2023 8% 92,040 42,240 49,800
Note 56 4/15/2022 4/15/2023 8% 270,480 17,710 252,770
Note 57 4/29/2022 4/29/2023 8% 270,480 14,529 255,951
Note 58 5/05/2022 5/05/2023 8% 66,100 35,385 30,715
Note 59 5/31/2022 5/31/2023 8% 160,000 95,901 64,099
Note 60 8/11/2022 8/11/2023 8% 57,778 49,869 7,909
Total $ 5,322,743 $ 1,041,126 $ 4,281,617 $ 9,012,161 $ 892,080 $ 8,120,081
18
B2Digital, Incorporated
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited)

* Notes 1, 2, 3, 4, 5, 6 and 57 in the amounts of $82,000, $208,000, $27,000, $62,000, $202,400, $78,000 and ~~$202,400,~~$85,800 respectively, were fully converted as of ~~December 31, 2021.~~September 30, 2022.

* On ~~October 18, 2021,~~July 7, 2022, the maturity ~~dates~~date of each of Notes ~~6, 7,~~ 8, 9, 10, 11, 12, 14, 16, ~~and~~ 17, 20, 21, 22, 24, 25, 26, 27, 28, 29, 30, 31, 32, 34, 36, 37, 38, & 40 were extended to ~~April 18,~~December 31, 2022, and the lender waived all penalty interest for non-payment.

*Note 2327 in the amount of $~~180,400~~88,400 was paid in cash on ~~November 23, 2021.~~April 4, 2022. The Company recognized a gain on extinguishment of debt in the amount of $~~32,544~~71,799.
17
~~B2DIGITAL, INCORPORATED~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~DECEMBER 31, 2021~~
, related to the write off of the derivative liability.

Between April 1, ~~2021,~~2022, and ~~December 31, 2021,~~September 30, 2022, the Company issued to “accredited investors,” Convertible Promissory Notes aggregating a principal amount of $~~4,453,543~~1,322,707. The Company received an aggregate net proceeds of $~~3,949,765~~1,213,989 after $~~481,278~~101,718 in original note discount and $~~22,500~~7,000 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, 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. The notes have varying conversion rates. After the six-month anniversary, the conversion price is equal to 63%-70% of the average of the three lowest trading prices of the Company’s common stock. Five of 40 notes outstanding have a fixed conversion rate of $0.002.

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.

1819

~~B2DIGITAL, INCORPORATED~~B2Digital, Incorporated
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~Notes to Consolidated Financial Statements
~~DECEMBER 31, 2021~~September 30, 2022 (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 ~~nine~~six months ended ~~December 31, 2021~~September 30, 2022, is as follows:
Schedule of amortization expense, interest expense and accrued interest on debt
Note Interest Expense Accrued Interest Amortization of Debt Discount Unamortized 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 – – $ 12,531 $ 38,286 $ – $ –
Note 9 4,044 20,400 – – 13,300 47,897 – –
Note 10 3,468 16,663 7,463 – 11,159 39,084 – –
Note 11 1,391 6,412 3,542 – 4,476 15,067 – –
Note 12 1,391 6,261 2,181 – 4,476 14,726 – –
Note 14 1,613 6,768 7,067 – 5,190 15,969 – –
Note 16 2,158 8,232 10,215 3,648 5,886 18,457 – –
Note 17 1,210 4,445 7,130 2,595 3,893 10,557 – –
Note 20 2,097 5,585 1,002 1,351 4,154 11,790 339 –
Note 21 2,097 5,015 1,516 2,578 4,154 11,221 1,039 –
Note 22 3,744 7,731 13,657 31,424 7,416 18,809 16,440 –
Note 24 5,344 9,119 16,648 44,322 10,585 24,932 26,315 –
Note 25 2,617 4,239 8,518 22,854 5,185 11,984 13,599 –
Note 26 3,055 4,715 9,691 25,881 6,052 13,755 15,380 –
Note 27 1,783 2,654 7,223 20,369 78 – 12,288 –
Note 28 3,055 4,416 10,758 29,317 6,052 13,457 17,520 –
Note 29 2,836 3,792 8,372 25,682 5,618 12,185 16,653 –
Note 30 4,363 5,691 14,079 43,972 8,644 18,603 28,642 –
Note 31 5,454 6,883 15,742 48,092 10,805 23,254 31,150 –
Note 32 5,454 5,454 14,380 49,425 10,805 21,594 34,045 –
Note 33 1,600 1,600 6,763 71,447
Note 34 4,328 4,328 9,409 53,852 10,805 20,468 34,386 4,546
Note 35 677 677 2,189 39,931 200 – 34,584 –
Note 36 3,695 3,695 6,999 38,400 10,805 19,578 23,234 4,257
Note 37 3,201 3,201 8,559 123,669 12,966 22,569 78,221 17,105
Note 38 1,838 1,838 5,924 79,078 10,805 17,978 45,893 14,254
Note 39 4,084 4,084 15,815 178,145 24,007 39,946 97,757 37,836
Note 40 949 949 6,386 87,489 10,805 17,088 47,313 19,597
Note 41 – – – 17,605 2,161 3,323 9,771 4,061
Note 42 10,805 15,903 22,219 10,091
Note 43 11,984 17,178 170,348 85,618
Note 44 10,805 15,013 29,911 16,743
Note 45 10,805 14,184 22,021 15,029
Note 46 16,977 22,193 215,715 146,903
Note 47 10,805 13,413 15,705 12,812
Note 48 8,454 10,078 95,266 85,310
Note 49 4,793 5,582 59,975 45,487
Note 50 10,805 12,583 20,523 16,911
Note 51 10,805 11,694 17,990 17,732
Note 52 4,793 5,030 51,080 56,920
Note 53 5,373 5,373 8,454 8,513
Note 54 10,745 10,745 16,607 16,721
Note 55 3,596 3,596 40,596 42,240
Note 56 9,915 9,915 15,084 17,710
Note 57 9,085 9,085 10,592 14,529
Note 58 2,133 2,133 24,105 35,385
Note 59 4,252 4,252 48,099 95,901
Note 60 949 949 7,909 49,869
Total $ 91,752 $ 204,820 $ 221,228 $ 1,041,126 $ 380,892 $ 711,476 $ 1,476,768 $ 892,080

1920

~~B2DIGITAL, INCORPORATED~~B2Digital, Incorporated
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~Notes to Consolidated Financial Statements
~~DECEMBER 31, 2021~~September 30, 2022 (Unaudited)
Debt conversions
The following table illustrates the debt converted and the associated gain or loss:
Schedule of Debt Conversions
Note
Conversion
Date
Shares issued in conversion
Fair Value
of shares

Face
Value
Accrued Interest
Total
Debt
Derivative liability Net (gain) / loss
Note 7 April 14, 2022 35,873,156 $ 82,508 $ 40,000 $ 6,707 $ 46,707 $ 45,869 $ (10,068 )
Note 35 April 28, 2022 20,000,000 32,000 20,000 – 20,000 20,685 (8,685 )
Note 35 May 5, 2022 37,631,579 48,921 26,800 1,800 28,600 33,022 (12,701 )
Note 8 May 10, 2022 42,813,737 51,377 26,000 3,670 29,670 26,202 (4,495 )
Note 8 May 25, 2022 47,230,793 28,338 13,000 1,877 14,877 10,638 2,823
Note 8 June 6, 2022 64,261,540 64,262 20,000 2,941 22,941 41,730 (409 )
Note 8 August 4, 2022 73,803,873 36,901 20,000 3,247 23,247 25,710 (12,056 )
321,614,678 $ 344,307 $ 165,800 $ 20,242 $ 186,042 203,856 (45,591 )
During the six months ended September 30, 2022, the Company repaid Note 27 in cash. The principal balance was $88,400 and the accrued interest was $4,476. The prepayment fee was $15,495. The Company repaid $108,371. As of the repayment dates, the derivative liability related to Notes was $73,673. As a result, the Company recorded a gain of extinguishment in the amount of $73,673.
Between the gain on extinguishment of $45,591 related to the conversions above and the gain on extinguishment related to the repayment, the total gain was $119,264.

NOTE 10 –DERIVATIVE FINANCIAL INSTRUMENTS

The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of ~~December 31, 2021:~~ September 30, 2022:
Schedule of derivative liabilities
December 31, 2021 September 30, 2022
The financings giving rise to derivative financial instruments Indexed
Shares Fair
Values Indexed
Shares Fair
Values
Compound embedded derivatives 1,372,797,202 (2,199,087 ) 21,938,772,500 (8,606,244 )
Total 1,372,797,202 (2,199,087 ) 21,938,772,500 (8,606,244 )
21
B2Digital, Incorporated
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited)

The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of ~~December~~March 31, ~~2020:~~2022:
December 31, 2020 March 31, 2022
The financings giving rise to derivative financial instruments Indexed
Shares Fair
Values Indexed
Shares Fair
Values
Compound embedded derivatives 311,625,168 (739,574 ) 559,931,126 $ (3,831,191 )
Total 311,625,168 (739,574 ) 559,931,126 $ (3,831,191 )

The following table summarizes the effects on the Company’s (loss) gain ~~(loss)~~ associated with changes in the fair values of the derivative financial instruments by type of financing for the three months ended ~~December 31, 2021,~~September 30, 2022 and ~~2020:~~2021:

The financings giving rise to derivative financial instruments and the income effects: December 31, 2021 December 31, 2020
Compound embedded derivatives $ (66,894 ) $ 194,410
Day one derivative loss (45,485 ) (125,408 )
Total (loss) $ (112,379 ) $ (69,002 )
September 30, September 30,
2022 2021

Change in fair value of compound embedded derivatives $ (1,483,300 ) $ (665,813 )
Initial derivative expense (184,890 ) –
Total $ (1,668,190 ) $ (665,813 )

The following table summarizes the effects on the Company’s (loss) gain ~~(loss)~~ associated with changes in the fair values of the derivative financial instruments by type of financing for the ~~nine~~six months ended ~~December 31, 2021,~~September 30, 2022 and ~~2020:~~2021:

The financings giving rise to derivative financial instruments and the income effects: December 31, 2021 December 31, 2020
Compound embedded derivatives $ (421,836 ) $ (592,997 )
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~~
September 30, September 30,
2022 2021

Change in fair value of compound embedded derivatives $ (4,292,576 ) $ (354,942 )
Initial derivative expense (379,213 ) –
Total $ (4,671,789 ) $ (354,942 )

The Company’s Convertible Promissory Notes issued between October 4, 2019 and ~~December 31, 2021,~~September 30, 2022 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.

22
B2Digital, Incorporated
Notes to Consolidated Financial Statements
September 30, 2022 (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:
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 significant inputs
September 30, 2022
Quoted market price on valuation date $0.0004
Contractual conversion rate $0.0003 - $0.002
Contractual term to maturity 0.25 Years - 0.86 Years
Market volatility:
Equivalent Volatility 153.28% - 228.14%
Interest rate 8.0%-12.0%

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 ~~December 31, 2021,~~September 30, 2022 and March 31, ~~2021.~~2022.
Schedule of changes in fair value of derivatives
December 31, March 31,
2021 2021
Beginning balance $ 1,137,623 $ 58,790
Issuances:
Compound embedded derivatives 1,088,514 732,416
Conversions (287,897 ) (859,352 )
Derivative extinguished / debt repaid in cash (160,989 ) (126,892 )
(Gain) loss on changes in fair value inputs and assumptions reflected in income 421,836 1,332,661
Total $ 2,199,087 $ 1,137,623
21
~~B2DIGITAL, INCORPORATED~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~DECEMBER 31, 2021~~
Schedule of changes in fair value of derivatives
September 30, March 31,
2022 2022

Beginning balance $ 3,831,191 $ 1,137,623
Issuances:
Compound embedded derivatives 378,921 2,038,843
Conversions (203,856 ) (328,638 )
Derivative extinguished / debt repaid in cash (71,801 ) (243,300 )
Loss on changes in fair value inputs and assumptions reflected in income 4,292,576 1,181,178
Initial derivative expense 379,213 45,485
Total $ 8,606,244 $ 3,831,191

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~~480,000,000 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. All 40,000,000 of Series B are issued and outstanding. Series B is convertible into 320,000,000 shares of common stock. The Series B 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 B Preferred Stock is entitled to 120 votes for each share of Series B Preferred Stock held by such shareholder.

~~Common Stock~~
23
B2Digital, Incorporated
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited)
Common Stock Issuances for the ~~nine~~six months ended ~~December 31, 2020~~September 30, 2022

On April ~~23, 2020,~~14, 2022, GS Capital converted $40,000 in principal and $6,707 in accrued interest in connection with Promissory Note dated March 10, 2020. Pursuant to the terms of the conversion, the Company issued ~~4,292,915~~35,873,156 shares of common stock at $0.001302 per share.
On April 28, 2022, Sixth Street Lending converted $20,000 in principal in connection with Promissory Note dated October 26, 2021. Pursuant to the terms of the conversion, the Company issued 20,000,000 shares of common stock at $0.0010 per share.
On May 5, 2022, 1800 Diagonal Lending converted $26,800 in principal and $1,800 in accrued interest in connection with Promissory Note dated October 26, 2021. Pursuant to the terms of the conversion, the Company issued 37,631,579 shares of common stock at $0.00076 per share.
On May 10, 2022, GS Capital converted $26,000 in principal and $3,670 in accrued interest in connection with Promissory Note dated August 4, 2020. Pursuant to the terms of the conversion, the Company issued 42,813,737 shares of common stock at $0.000693 per share.
On May 25, 2022, GS Capital converted $13,000 in principal and $1,877 in accrued interest in connection with Promissory Note dated August 4, 2020. Pursuant to the terms of the conversion, the Company issued 47,230,793 shares of common stock at $0.000315 per share.
On June 6, 2022, GS Capital converted $20,000 in principal and $2,941 in accrued interest in connection with Promissory Note dated August 4, 2020. Pursuant to the terms of the conversion, the Company issued 64,261,540 shares of common stock at $0.000357 per share.
On August 16, 2022, the Company issued 73,803,873 shares of stock to GS Capital in exchange for the conversion of $~~7,341~~20,000 ~~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 $14,400~~ ~~or $0.0036 per share.~~
~~On 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~~3,248 inof 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~~related 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~~ ~~13,333,334~~ ~~shares of common stock for $100,000~~ ~~or $0.0075 per share.~~
~~On August 19, 2020, the Company sold~~ ~~13,333,334~~ ~~shares of common stock for $100,000~~ ~~or $0.0075 per share.~~
~~On 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 sold~~ ~~13,333,334~~ ~~shares of common stock for $100,000~~ ~~or $0.0075 per share.~~
~~On September 9, 2020, GS Capital converted $55,000~~ ~~in 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 $26,133~~ ~~or $0.0070 per share.~~convertible notes payable.

Common Stock Issuances for the ~~nine~~six months ended ~~December 31,~~September 30, 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 issued 25,000,000 shares 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 50,000,000 shares 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.

24
B2Digital, Incorporated
Notes to Consolidated Financial Statements
September 30, 2022 (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 25,000,000 shares 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 $100,000or $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 $7,292 in year 1, $7,656 in year 2, $8,039 in year 3, and $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 $7,625~~ ~~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 $11,190~~ ~~and the lease expires on~~ ~~February 28, 2026~~.
Tuscaloosa Lease

In connection with the acquisition of Hillcrest Fitness LLC on December 1, ~~2020,~~2021, the Company acquired a facilities lease at 6551 Highway 69 South, Tuscaloosa, AL 35405. The monthly lease payments are $6,000 and the lease expires on March 6, 2024.

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 operating expenses on the statements of operations.
Birmingham Lease

In connection with the acquisition of Club Fitness LLC on April 1, 2021, the Company acquired a ~~facilities~~facility 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.
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~~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~~operating expenses on the statements of operations.

25
B2Digital, Incorporated
Notes to Consolidated Financial Statements
September 30, 2022 (Unaudited)
Right-of-use asset is summarized below:
Summary of right-of-use asset
December 31, 2021
September 30,
2022

Kokomo
Lease Valparaiso Lease
Merrill
Lease
Tuscaloosa Lease
Birmingham
Lease

Tuscaloosa Additional
Lease
Total

Tuscaloosa
Additional Lease

Office lease $ 375,483 $ 374,360 $ 701,404 $ 222,087 $ 284,745 $ 77,119 $ 2,035,198 $ 77,119
Less: accumulated amortization (77,434 ) (129,853 ) (94,697 ) (52,766 ) (30,289 ) (996 ) (386,035 ) (10,341 )
Right-of-use asset, net $ 298,049 $ 244,507 $ 606,707 $ 169,321 $ 254,456 $ 76,123 $ 1,649,163 $ 66,778

Operating lease liability is summarized below:
Summary of operating lease liability
December 31, 2021 September 30, 2022
Kokomo
Lease Valparaiso Lease
Merrill
Lease
Tuscaloosa Lease
Birmingham
Lease

Tuscaloosa Additional
Lease
Total
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 $ 126,152 $ 217,888 $ 66,778 $ 410,818
Less: current portion (66,008 ) (116,171 ) (123,746 ) (58,292 ) (49,377 ) (12,618 ) (426,212 ) (62,812 ) (53,206 ) (13,597 ) (129,615 )
Long term portion $ 241,179 $ 128,336 $ 549,402 $ 111,029 $ 205,079 $ 63,505 $ 1,298,530 $ 63,340 $ 164,682 $ 53,181 $ 281,203

Maturity of the lease liability is as follows:
Schedule of maturity of the lease liability
December 31, 2021 September 30, 2022

Kokomo
Lease

Valparaiso
Lease

Merrill
Lease
Tuscaloosa Lease
Birmingham
Lease

Tuscaloosa Additional
Lease
Total
Tuscaloosa
Lease

Birmingham
Lease

Tuscaloosa Additional
Lease
Total
Fiscal year ending March 31, 2022 $ 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 19,500 593,396 $ 36,000 $ 36,000 $ 9,750 $ 81,750
Fiscal year ending March 31, 2024 98,880 100,706 201,450 72,000 72,000 19,500 564,536 72,000 72,000 19,500 163,500
Fiscal year ending March 31, 2025 101,292 – 201,450 30,000 72,000 19,500 424,242 30,000 72,000 19,500 121,500
Fiscal year ending March 31, 2026 50,646 – 184,661 – 72,000 19,500 326,807 – 72,000 19,500 91,500
Fiscal year ending March 31, 2027 – – – – 6,000 13,000 19,000 – 6,000 13,000 19,000
Present value discount (60,772 ) (24,041 ) (149,439 ) (22,679 ) (57,544 ) (19,752 ) (334,227 ) (11,848 ) (40,112 ) (14,472 ) (66,432 )
Lease liability $ 307,187 $ 244,508 $ 673,147 $ 169,321 $ 254,456 $ 76,123 $ 1,724,742 $ 126,152 $ 217,888 $ 66,778 $ 410,818

26

~~B2DIGITAL, INCORPORATED~~B2Digital, Incorporated
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~Notes to Consolidated Financial Statements
~~DECEMBER 31, 2021~~September 30, 2022 (Unaudited)

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 ~~December 31, 2021,~~September 30, 2022, the Company is not aware of any contingent liabilities that should be reflected in the consolidated financial statements.

The Company entered into an employment agreement with its Executive Vice President as of November 24, 2017. Under the terms of the agreement, the Company will be liable for severance and other payments under certain conditions. The employment agreement 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.

On ~~November 29, 2020,~~March 1, 2022, with Greg P. Bell abstaining, the board of directors of the Company approved the Chairman of the Board and Chief Executive Officer & President Agreement dated effective ~~November 23, 2020,~~March 1, 2022, with Mr. Bell, the Company’s Chairman of the Board, CEO, and President. The agreement supersedes the previous agreement of the same title dated effective November ~~24, 2017.~~23, 2020. The term of the agreement is until Mr. Bell is removed from his executive positions by 80% of the 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~~180,000 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~~Notes payable

On ~~January 4,~~October 7, 2022, the Company entered into an ~~Agreement~~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.~~$94,000. The ~~Note~~note has a maturity date of ~~January 4,~~October 7, 2023, and the Company has agreed to ~~pay interest~~principal payments that shall be made in ten (10) installments each in the amount of $10,152 commencing on the ~~unpaid principal balance of~~ninetieth (90^th) day anniversary following the ~~note at the rate of (8%) per annum from the~~issue 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.continuing thereafter each thirty (30) days for ten (10) months.
On ~~January 12,~~October 21, 2022, the Company entered into an Agreement with Mast Hill Fund, L.P. pursuant to which the Company issued to Mast Hill Fund, L.P. a Promissory Note in the aggregate principal amount of $300,000. The Note has a maturity date of January 12, 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 Mast Hill Fund, L.P. as set forth in the note.
27
~~B2DIGITAL, INCORPORATED~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~DECEMBER 31, 2021~~
~~On January 19, 2022, the Company entered into an Agreement~~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.~~$86,500. The ~~Note~~note has a maturity date of ~~January 19,~~October 21, 2023,, and the Company has agreed to ~~pay interest~~principal payments that shall be made in ten (10) installments each in the amount of $9,342 commencing on the ~~unpaid principal balance of~~ninetieth (90^th) day anniversary following the ~~note at the rate of (8%) per annum from the~~issue 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.continuing thereafter each thirty (30) days for ten (10) months.
On ~~February~~November 2, 2022, the Company entered into an ~~Agreement~~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.~~$60,000. The ~~Note~~note has a maturity date of ~~February~~November 2, 2023, and the Company has agreed to ~~pay interest~~principal payments that shall be made in ten (10) installments each in the amount of $6,480 commencing on the ~~unpaid principal balance of~~ninetieth (90^th) day anniversary following the ~~note at the rate of (8%) per annum from the~~issue 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 February 3, 2022, the Company entered into an Agreement with Mast Hill Fund, L.P. pursuant to which the Company issued to Mast Hill Fund, L.P. a Promissory Note in the aggregate principal amount of $425,000. The Note has a maturity date of 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 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.
continuing thereafter each thirty (30) days for ten (10) months.

Stock

On October 17, 2022, 1800 Diagonal Lending converted $15,200 in principal into 80,000,000 shares of common stock at a conversion price of $0.00019 per share, pursuant to Note 48 dated February 24, 2022.

On October 17, 2022, Mast Hill converted $5,420.27 in principal, $5,391.77 in accrued interest and $1,000 in fees totaling $11,812.04 into 59,060,194 shares of common stock at a conversion price of $0.0002 per share, pursuant to Note 52 dated March 22, 2022.

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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,~~2022 filed on ~~June 29, 2021.~~September 19, 2022. 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 ~~ten~~seven wholly-owned subsidiaries. Hardrock Promotions LLC which owns Hardrock MMA in Kentucky, 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 ~~ten~~seven 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 nature of our outstanding debt being senior secured and the risk of foreclosure on our assets by the lender;
· 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;”

2928

· Our ability to effectively execute our business plan;
· Our ability to manage our expansion, growth and operating expenses;
· Our ability to finance our businesses;
· Our ability to service debt, when due and avoid defaults;
· 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 ~~December 31, 2021,~~September 30, 2022 are not necessarily indicative of the results to be expected for the year ending March 31, ~~2022.~~2023.

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 ~~as of December 31, 2021,~~at September 30, 2022 and March 31, ~~2021,~~2022, respectively.

3029

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 3-7 years.

~~Goodwill~~Assets Held for Sale
We consider properties to be Assets held for sale when management approves and commits to a plan to dispose of a property or group of properties. The property held for sale prior to the sale date is separately presented on the balance sheet as Assets held for sale. During the fourth quarter of fiscal 2022 management initiated the sale of the gyms located in Indiana: One More Gym, LLC One More Gym Valparaiso and One More Gym Merrillville.

~~Goodwill represents the cost in excess~~Long-Lived Assets
Management reviews long-lived assets, including finite-lived intangible assets, for indicators of ~~the fair value of net assets acquired in business combinations. The Company tests goodwill for~~ impairment ~~on an annual basis and when~~whenever events or changes in circumstances indicate that the carrying ~~amount~~value may not be recoverable. ~~Goodwill is deemed~~Cash flows expected to be ~~impaired if~~generated by the related assets are estimated over the asset’s useful life on an undiscounted basis. For assets held for use, the Company groups assets and liabilities at the lowest level for which cash flows are separately identifiable. If the evaluation indicates that the carrying ~~amount~~value of ~~goodwill exceeds its estimated~~the asset may not be recoverable, the potential impairment is measured using fair value. AsImpairment losses for assets to be disposed of, ~~December 31, 2021, there were no charges~~if any, are based on the estimated proceeds to ~~goodwill impairment.~~be received, less costs of disposal.

~~Other Income~~

~~During the three months ended December 31, 2021, the Company received $0 in grant income due to COVID-19 relief.~~
30

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.

31
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.
Live Event 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 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
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 for gym membership dues. Members pay their dues on the monthly anniversary of when they join the gym. Dues are recognized as revenue over the period they are earned. Any unearned dues 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 ~~December 31, 2021,~~September 30, 2022, 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.
31

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, ~~consequently,~~as a consequence, 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 ~~December 31, 2021,~~September 30, 2022 and ~~2020, respectively.~~
32
2021.
~~Inventory~~
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 ~~December 31, 2021,~~September 30, 2022 and March 31, ~~2021,~~ 2022, the Company did not carry any finished goods ~~inventory.~~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 ~~December 31, 2021,~~September 30, 2022, the convertible notes are indexed to ~~1,372,797,202~~21,938,722,500 shares of common stock.

The following table sets ~~forth~~for the computation of basic and diluted earnings per share ~~for~~ the ~~three~~six months ended ~~December 31, 2021,~~September 30, 2022 and ~~2020:~~2021:

December 31, 2021 December 31, 2020 September 30, 2022 September 30, 2021
Basic and diluted
Net loss $ (2,693,117 ) $ (978,156 ) $ (9,109,756 ) $ (3,618,523 )

Net loss per share
Basic $ (0.00 ) $ (0.00 ) $ (0.004 ) $ (0.003 )
Diluted $ (0.004 ) $ (0.003 )

Weighted average number of shares outstanding:
Basic 1,452,481,989 710,522,374
Basic & diluted 2,063,438,543 1,289,383,719
32

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 ~~December 31, 2021,~~September 30, 2022, 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 nine months ended December 31, 2021, and 2020, the Company recorded $316,050 and $409,333, respectively in stock-compensation expense.~~

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.

~~Recently Adopted~~

Recent 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.

In June 2016, the FASB issued the ASU 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Among other things, the amendments in this ASU requires the measurement of all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. The ASU also requires additional disclosures related to estimates and judgments used to measure all expected credit losses. The new guidance was originally 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 for fiscal years beginning after December 15, 2022, and early adoption is permitted. At this time, the Company ~~has implemented all new accounting pronouncements that are in effect. These pronouncements did not~~believes the adoption of this ASU will have ~~any material impact~~no effect 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.statements.

Organization and Nature of Business

We are the premier development league for ~~mixed martial arts (“MMA”).~~MMA. We operate in two major branded ~~segments:~~businesses: The B2 Fighting Series and The ~~ONE More Gym~~ Official B2 Training Facilities ~~Network.~~Network, which is comprised of our two ONE MORE Gym Facilities. We primarily derive revenues from live event ticket sales, pay-per-view ticket sales, content media marketing, and fitness facility memberships.

~~Our~~The Live Events ~~segment~~business (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.~~business. We own all media rights, merchandising rights, digital distribution networks of the B2 Fighting Series. 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,~~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 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 Fitness Facility segment~~The B2 Training Facilities business operates primarily through ~~the~~our ONE More Gym ~~Official B2 Training~~ Facilities ~~Network.~~brand. We currently operate ~~five~~two ONE More Gym locations, with plans to 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 Company's Live Events segment.locations.

~~Results of Operations~~

~~Three Months Ended December 31, 2021, Compared to~~For more information about B2Digital, visit our website at www.B2FS.com. We do not incorporate the ~~Three Months Ended December 31, 2020~~

~~Revenue~~

information on or accessible through our website into this 10-Q. We ~~had revenues of $612,632 for the three months ended December 31, 2021, versus revenues of $300,549 for the three months ended December 31, 2020. There was~~have included our website address in this 10-Q solely as an increase of $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 COVID-19. There was also an increase in gym revenue of $130,825, or 60% primarily as a result of the Company acquiring four gyms since the comparative period.

~~Cost of Sales~~

We incurred cost of sales of $388,263 for the three months ended December 31, 2021, versus cost of sales of $102,722 for the three months ended December 31, 2020. This increase of $285,541 is mainly attributable to the increase in live event revenue and gym revenue for the three 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 $2,299,300 for the three months ended December 31, 2021, versus general and administrative expenses of $1,147,001 for the three months ended December 31, 2020. The increase of $1,152,299 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.

inactive textual reference.

3534

Results of Operations for the three months ended September 30, 2022 compared to the three months ended September 30, 2021

Revenue

We had total revenues of $235,476 for the three months ended September 30, 2022, versus revenues of $660,010 for the three months ended September 30, 2021. There was a decrease in live event revenue of $122,702, or 43%, due to a decrease in the number of live events held during the period. There was a decrease in gym revenue of $301,832 or 80%, due to the sale of the gym locations.

Operating Expenses

Operating expenses are all expenses including merchant fees, payroll, utilities, professional fees, all costs associated with marketing, press releases, public relations, rent, sponsorships, and other expenses. We incurred operating expenses of $948,082 for the three months ended September 30, 2022, versus operating expenses of $2,245,625 for the three months ended September 30, 2021. The decrease of $1,297,543 was primarily due to a decrease in the number of live events and the sale of gym locations.

Depreciation and Amortization Expense

We incurred depreciation and amortization expense of ~~$102,713~~$71,868 for the three months ended ~~December 31, 2021,~~September 30, 2022, versus depreciation expense of ~~$52,516~~$98,470 for the three months ended ~~December 31, 2020.~~September 30, 2021. The ~~increase~~decrease of ~~$50,197~~$26,602 was due to ~~the purchase of fixed~~a decrease in capitalized assets and intangible assets as a result of ~~business acquisitions and infrastructure growth.~~

~~Other Income (Expense)~~

~~Our other income and expenses include loss on sale~~the disposal of gym assets. Also, the Company did not purchase any capital assets ~~loss on~~during the forgiveness of notes receivable, gain on extinguishment of debt, change in fair value of derivative liabilities and interest expense. The increase of $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.quarter.

~~Net Losses~~

~~We incurred a net loss of $2,693,117 for the three months ended December 31, 2021, versus a net loss of $978,156 for the three months ended 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.

~~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)~~gain on extinguishment of debt, financing expense, change in fair value of derivative liabilities, day-one derivative expense and interest expense. We incurred other expenses of $2,827,508 for the three months ended September 30, 2022, versus other expense of $971,561 for the three months ended September 30, 2021. The increase in other expenses of $1,855,947 was primarily due to increases in the fair value of derivatives, day-one derivative ~~liabilities~~expense 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~~$3,540,114 for the ~~nine~~three months ended ~~December 31, 2021,~~September 30, 2022, versus a net loss of ~~$2,743,015~~$2,557,176 for the ~~nine~~three months ended ~~December 31, 2020.~~September 30, 2021.

Results of Operations for the six months ended September 30, 2022 compared to the six months ended September 30, 2021

Revenue

We had total revenues of $935,817 for the six months ended September 30, 2022, versus revenues of $1,228,775 for the six months ended September 30, 2021. There was a decrease in live event revenue of $20,471, or 4%, due to a decrease in live events held during the period. There was a decrease in gym revenue of $272,487 or 38%, due to the disposal of the gym locations.

Operating Expenses

Operating expenses are all expenses including merchant fees, payroll, utilities, professional fees, all costs associated with marketing, press releases, public relations, rent, sponsorships, and other expenses. We incurred operating expenses of $3,455,503 for the six months ended September 30, 2022, versus operating expenses of $4,091,056 for the six months ended September 30, 2021. The decrease of $635,553 was primarily due to a decrease in the number of live events and decreased operations as a result of the gym dispositions.

Depreciation and Amortization Expense

We incurred depreciation and amortization expense of $143,627 for the six months ended September 30, 2022, versus depreciation expense of $186,519 for the six months ended September 30, 2021. The decrease of $42,892 was due to a reduction of capital assets purchased and the disposition of gym locations over the period.

Other Income (Expense)

Our other income and expenses include gain on forgiveness of loan, loss on sale of assets, gain on extinguishment of debt, financing expense, change in fair value of derivative liabilities, day-one derivative expense and interest expense. We incurred other expenses of $6,590,070 for the six months ended September 30, 2022, versus other expense of $756,242 for the six months ended September 30, 2021. The increase in other expenses of $5,833,828 was primarily due to increases in the fair value of derivatives, day-one derivative expense and interest expense.

Net Losses

We incurred a net loss of $9,109,756 for the six months ended September 30, 2022, versus a net loss of $3,618,523 for the six months ended September 30, 2021.

Current Liquidity and Capital Resources for the ~~nine~~six months ended ~~December 31, 2021,~~September 30, 2022 compared to the ~~nine~~six months ended ~~December 31, 2020~~September 30, 2021

	December 31,						September 30,
	2021			2020			2022			2021
Summary of Cash Flows:
Net cash used by operating activities	$	(4,561,880	)	$	(1,105,767	)
Net cash used by investing activities		(577,892	)		(292,138	)
Net cash used in operating activities							$	(2,210,066	)	$	(2,634,963	)
Net cash provided by (used in) investing activities								63,413			(421,156	)
Net cash provided by financing activities		5,026,790			1,425,948			2,210,066			3,207,855
Net (decrease) increase in cash and cash equivalents		(112,981	)		28,043
Net increase in cash and cash equivalents								86,707			151,736
Beginning cash and cash equivalents		122,176			46,729			39,623			122,176
Ending cash and cash equivalents	$	9,195		$	74,772		$	126,330		$	273,912

Operating Activities

Cash used in operations of ~~$4,561,880~~$2,210,066 during the ~~nine~~six months ended ~~December 31, 2021,~~September 30, 2022 was primarily a result of our ~~$6,311,640~~$9,109,756 net loss reconciled with our net non-cash expenses relating to depreciation ~~and amortization~~ expense, ~~financing expense,~~prepaid expenses, accounts payable, accrued liabilities, gain on extinguishment of debt, amortization of debt discount, initial derivative expense, changes in fair value of derivative liabilities and ~~accrued liabilities.~~

deferred revenue. Cash used in operations of ~~$1,105,767~~$2,634,963 during the ~~nine~~six months ended ~~December 31, 2020,~~September 30, 2021 was primarily a result of our ~~$2,743,015~~$3,618,523 net loss reconciled with our net non-cash expenses relating to stock compensation, depreciation ~~and amortization~~ expense, prepaid expenses, accounts payable, accrued liabilities, amortization of debt discount, ~~derivative expense, and~~ changes in fair value of derivative ~~liabilities.~~

~~Investing Activities~~

~~Net cash used in investing activities for the nine months ended December 31, 2021, of $577,892 resulted from the payments of $165,000 related to business acquisitions~~liabilities and ~~capital expenditures in the amount of $412,892.~~

deferred revenue.

3736

Investing Activities

Net cash provided by investing activities for the six months ended September 30, 2022 of $63,413 resulted from the disposition of gym locations partially offset by capital expenditures. Net cash used in investing activities for the ~~nine~~six months ended ~~December 31, 2020,~~September 30, 2021 of ~~$292,138~~$421,156 resulted from ~~the payments of $114,100 related to~~ business acquisitions and capital ~~expenditures in the amount of $178,028.~~expenditures.

Financing Activities

Net cash provided by financing activities was ~~$5,026,790~~$2,210,066 for ~~nine~~six months ended ~~December 31,~~September 30, 2022, which consisted primarily of proceeds from notes payable less repayments of notes payable and from the conversion of existing notes payable, Net cash provided by financing activities was $3,207,855 for six months ended September 30, 2021, which consisted primarily of ~~$150,000~~proceeds from ~~the issuance~~notes payable less repayments of notes payable, ~~$4,178,506~~proceeds from the ~~issuance~~conversion of ~~convertible~~existing notes payable ~~$(432,362) in payments related to repayment of convertible notes payable,~~ and ~~$1,225,000 in proceeds from~~ the issuance of common stock.

Net cash provided by financing activities was $1,425,948 for nine months ended December 31, 2020, which consisted of $122,766 from proceeds from the issuance of notes payable, $865,000 from the issuance of convertible notes payable, and $465,000 in 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.

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 consolidated financial statements have been prepared on a going concern basis. For the ~~nine~~six months ended ~~December 31, 2021,~~September 30, 2022, the Company had a net loss of ~~$6,311,640~~$9,109,756, had net cash used in operating activities of ~~$4,561,880,~~$2,210,066, had negative working capital of ~~$7,608,136~~$19,705,656, accumulated deficit of ~~$15,508,888~~$29,583,823 and stockholders’ deficit of ~~$5,914,766.~~$18,969,720. 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.

3837

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.

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 ~~December 31, 2021.~~September 30, 2022. Based on his evaluation, Mr. Bell concluded that the Company’s disclosure controls and procedures were effective as of ~~December 31, 2021.~~September 30, 2022.

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 ~~December 31, 2021,~~September 30, 2022, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

3938

PART ~~II—~~II – OTHER INFORMATION

Item 1A.

Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2022, which could materially affect our business, financial condition or future results. The risks described in the Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

Convertible Note Issuances

~~During~~Between April 1, 2022, and September 30, 2022, the ~~quarter ended December 31, 2021, we~~Company issued to “accredited investors,” Convertible Promissory Notes aggregating a principal amount of ~~$2,195,296. In addition, 35,000,000 shares~~$1,476,403. The Company received an aggregate net proceeds of ~~Common Stock were~~$1,213,989 after $255,414 in original note discount and $7,000 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, prepayment or otherwise. The Company shall have the right to prepay the Notes, provided it makes a ~~lender~~payment as ~~commitment shares (the “~~~~Commitment Shares~~~~”).~~set forth in the agreements.

These ~~Notes and Commitment Shares~~notes 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~~a transaction by an issuer not involving any public offering. ~~Selling~~We paid $11,700 in selling commissions ~~of $43,552 were paid~~ to Moody Capital Solutions, Inc., a registered broker-dealer, in connection with the ~~issuances~~issuance of one of the notes.

Shares Issued Pursuant to Note Conversions

During the ~~quarter~~six months ended ~~December 31, 2021, a lender~~September 30, 2022, lenders converted an aggregate of ~~$255,003~~$186,042 in principal and accrued and unpaid interest of their promissory notes into an aggregate of ~~115,258,976~~321,614,678 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 securities.

~~Shares Issued for Services~~

During the quarter ended December 31, 2021, we issued 99,000,000 shares of our Common Stock to a total of 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.

~~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 December 31, 2021, we sold a total of 11,250,000 shares of Common Stock for gross proceeds of $45,000. We did not pay any fees or commissions from the sales and received net proceeds of $45,000. The net proceeds were used for capital 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*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,~~inline XBRL, and included in exhibit 101).

__________________

~~Filed with this Report.~~

*Filed with this Report.

Furnished with this Report.

4139

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

4240


	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

	Page

Consolidated Balance Sheets as of September 30, 2022 (unaudited) and March 31, 2022		4

Consolidated Statements of Operations (unaudited) for the three and six months ended September 30, 2022 and 2021		5

Consolidated Statements of Stockholders’ Deficit (unaudited) for the three and six months ended September 30, 2022 and 2021		6

Consolidated Statements of Cash Flows (unaudited) for the six months ended September 30, 2022 and 2021		7

Notes to the Unaudited Consolidated Financial Statements		8


	For the three months ended						For the nine months ended
	December 31,			December 31,			December 31,			December 31,
	2021			2020			2021			2020
Revenue:
Live event revenue	$	263,782		$	82,524		$	782,544		$	112,901
Gym revenue		348,850			218,025			1,058,863			383,596
Total revenue		612,632			300,549			1,841,407			496,497

Cost of sales		388,263			102,722			919,447			151,941

Gross profit		224,369			197,827			921,960			344,556

General and administrative expenses
General & administrative expenses		2,299,300			1,147,001			5,707,667			1,986,918
Depreciation and amortization expense		102,713			52,516			289,232			119,371
Total general and administrative corporate expenses		2,402,013			1,199,517			5,996,899			2,106,289

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

Other income (expense):
Gain on forgiveness of loan		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			0			0			2,000
Financing expense		(136,170	)		0			(136,170	)		0
Loss on settlement of debt		0			0			0			(18,281	)
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		(340,403	)		(131,016	)		(863,037	)		(278,030	)
Total other income (expense)		(515,473	)		23,534			(1,236,701	)		(981,282	)

Net loss	$	(2,693,117	)	$	(978,156	)	$	(6,311,640	)	$	(2,743,015	)

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

Weighted average shares outstanding - Basic		1,452,481,989			710,522,374			1,341,287,504			619,783,280


	As of September 30, 2022 (unaudited)			As of March 31, 2022
Assets
Current assets
Cash and cash equivalents	$	126,330		$	39,623
Notes receivable		–			6,096
Prepaid expenses		2,751			49,363
Total current assets		129,081			95,082

Operating lease right-of-use asset, net of accumulated amortization		66,778			73,085
Property and equipment, net of accumulated depreciation		870,771			984,217
Intangible assets, net of accumulated amortization		33,064			45,215
Deposits		11,126			11,126
Net assets held for sale		–			80,000
Notes receivable – long term		35,400			35,400
Total Assets	$	1,146,220		$	1,324,125

Liabilities & Stockholders' Deficit
Current liabilities
Accounts payable & accrued liabilities	$	1,498,958		$	744,069
Deferred revenue		33,399			104,704
Note payable- current maturity		1,402,440			295,600
Note payable- in default		44,000			14,000
Convertible notes payable, net of discount		8,120,081			6,035,090
Derivative liabilities		8,606,244			3,831,191
Due to shareholder		–			2,800
Lease liability, current		129,615			123,319
Total current liabilities		19,834,737			11,150,773

Lease liability – non-current		281,203			347,623
Note payable - long-term		–			30,000
Total Liabilities		20,115,940			11,528,396

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 September 30, 2022 and March 31, 2022, respectively.		20			20
Series B: 40,000,000 shares convertible into 320,000,000 shares of common stock and 40,000,000 shares issued and outstanding at September 30, 2022 and March 31, 2022, respectively;		400			400
Common stock, $0.00001 par value; 20,000,000,000 shares authorized; 2,171,546,990 and 1,849,932,312 shares issued and outstanding at September 30, 2022 and March 31, 2022, respectively		21,062			17,846
Additional paid in capital		10,592,621			10,251,530
Accumulated deficit		(29,583,823	)		(20,474,067	)
Total Stockholders' Deficit		(18,969,720	)		(10,204,271	)
Total Liabilities and Stockholders' Deficit	$	1,146,220		$	1,324,125


	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	)


	For the three months ended						For the six months ended
	September 30,			September 30,			September 30,			September 30,
	2022			2021			2022			2021
Revenue:
Live event revenue	$	160,469		$	283,171		$	498,291		$	518,762
Gym revenue		75,007			376,839			437,526			710,013
Total revenue		235,476			660,010			935,817			1,228,775

Operating expenses
Sales and marketing		43,797			114,413			108,374			162,326
Utilities		15,238			53,202			55,948			84,393
Leasing expense		13,632			156,375			143,098			301,848
Payroll expense		222,967			485,820			871,396			897,173
General and administrative		580,580			1,337,345			2,133,060			2,458,797
Depreciation and amortization expense		71,868			98,470			143,627			186,519
Total general and administrative corporate expenses		948,082			2,245,625			3,455,503			4,091,056

Loss from continuing operations		(712,606	)		(1,585,615	)		(2,519,686	)		(2,862,281	)

Other income (expense):
Gain on forgiveness of loan		–			–			–			23,303
Gain (loss) on sale of assets		7,869			(1,757	)		1,442			(1,527	)
Grant income		–			–			–			–
Financing expense		–			(35,014	)		(39,196	)		(35,014	)
Loss on forgiveness of notes receivable		–			(2,094	)		–			(2,094	)
Gain on extinguishment of debt		12,056			55,925			119,264			136,666
Change in fair value of derivatives		(1,483,300	)		(665,813	)		(4,292,576	)		(354,942	)
Initial derivative expense		(184,890	)		–			(379,213	)		–
Interest expense		(1,179,243	)		(322,808	)		(1,999,791	)		(522,634	)
Total other expense		(2,827,508	)		(971,561	)		(6,590,070	)		(756,242	)

Net loss	$	(3,540,114	)	$	(2,557,176	)	$	(9,109,756	)	$	(3,618,523	)

Basic and diluted earnings per share on net loss	$	(0.002	)	$	(0.002	)	$	(0.004	)	$	(0.003	)

Weighted average shares outstanding		2,144,271,646			1,369,390,550			2,063,438,543			1,289,383,719

Schedule of Earnings Per Share, Basic and Diluted
	December 31, 2021			December 31, 2020			September 30, 2022			September 30, 2021
Basic and diluted
Net loss	$	(6,311,640	)	$	(2,743,015	)	$	(9,109,756	)	$	(3,618,523	)

Net loss per share
Basic	$	(0.00	)	$	(0.00	)	$	(0.004	)	$	(0.003	)
Diluted	$	(0.00	)	$	(0.00	)	$	(0.004	)	$	(0.003	)

Weighted average number of shares outstanding:
Basic		1,341,287,504			619,783,280
Basic & diluted								2,063,438,543			1,289,383,719

Schedule of net sales by revenue type
	For the three months ended				For the three months ended
	December 31,		December 31,		September 30,		September 30,
	2021 (Unaudited)		2020 (Unaudited)		2022 (Unaudited)		2021 (Unaudited)
Live events	$	263,782	$	82,524	$	160,469	$	283,171
Gym revenue		348,850		218,025		75,007		376,839
Total revenue	$	612,632	$	300,549
Net sales					$	235,476	$	660,010

Schedule of deferred revenue
	As of
	September 30,			September 30,
	2022			2021
Balance at beginning of fiscal year	$	104,704		$	119,504
Deferral of revenue		504,247			453,342
Recognition of unearned revenue		(575,552	)		(483,966	)
Balance at September 30	$	33,399		$	88,880

Schedule of property and equipment							Schedule of property and equipment
	As of			As of
	December 31, 2021			March 31, 2021				September 30, 2022			March 31, 2022

Gym equipment	$	533,253		$	420,880			$	229,821		$	229,821
Cages		151,009			132,350				151,009			151,009
Event assets		116,088			92,117				122,795			122,795
Furniture and fixtures		16,765			16,766				19,366			19,366
Production truck gear		11,740			11,740				11,740			11,740
Production equipment		60,888			32,875				80,965			80,965
Venue lighting system		38,266			37,250				38,266			38,266
Leasehold improvements		215,643			43,712				135,301			126,851
Electronics hardware and software		164,921			124,624				191,299			181,720
Trucks trailers and vehicles		234,533			197,921				289,028			289,028
		1,543,106			1,110,235				1,269,590			1,251,561
Less: accumulated depreciation		(349,830	)		(165,236	)			(398,819	)		(267,344	)
	$	1,193,276		$	944,999			$	870,771		$	984,217

Schedule of intangible assets
	As of			As of			As of			As of
	December 31, 2021			March 31, 2021			September 30, 2022			March 31, 2022

Licenses	$	142,248		$	142,248		$	142,248		$	142,248
Software/website development		12,585			12,585			12,585			12,585
Customer relationships		216,343			170,031			60,322			60,322
		371,176			324,864			215,155			215,155
Less: accumulated amortization		(178,542	)		(99,974	)		(182,091	)		(169,940	)
	$	192,634		$	224,890		$	33,064		$	45,215

Schedule of amortization expense
Fiscal year ended March 31, 2023	$	12,152
Fiscal year ended March 31, 2024		20,912
Total	$	33,064

~~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~~

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

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

Intangible assets:
Customer relationships		46,311

Total fair value of identifiable net assets	$	125,000

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

Schedule of notes payable
	As of September 30, 2022		As of March 31, 2022
Notes Payable:
SBA EIDL Loan	$	10,000	$	10,000
SBA Loan Payable B2 Digital		97,200		97,200
GS Capital, LLC		1,112,000		153,000
SBA Loan (Hillcrest)		35,400		35,400
Advantage Platform		222,650		–
	$	1,477,250	$	295,600

Notes Payable – in default
Emry Capital $14,000, 4% loan with principal and interest due April, 2021		14,000		14,000
WLES LP LLC $60,000, 5% loan due January 15, 2022		30,000		30,000
	$	44,000	$	44,000

Total notes payable		1,521,250		339,600
Less: long-term		–		(30,000	)
Less: discount on notes payable		74,810		–
Total notes payable, current portion	$	1,446,440	$	309,600

Schedule of convertible notes payable
Schedule of Convertible Notes Payable
Note*	Issuance Date		Maturity		Coupon		Face Value		Unamortized Discount		Carrying Value		Issuance Date	Maturity	Coupon	Face Value		Unamortized Discount		Carrying Value
Note 6		2/19/2020		4/18/2022		8%		45,800		–		45,800
Note 7		3/10/2020		4/18/2022		8%		85,800		–		85,800
Note 8		8/4/2020		4/18/2022		8%		156,000		–		156,000	8/04/2020	12/31/2022	8%	$	77,000	$	–	$	77,000
Note 9		10/2/2020		4/18/2022		8%		205,000		–		205,000	10/02/2020	12/31/2022	8%		205,000		–		205,000
Note 10		10/15/2020		4/18/2022		8%		172,000		–		172,000	10/15/2020	12/31/2022	8%		172,000		–		172,000
Note 11		11/2/2020		4/18/2022		8%		69,000		–		69,000	11/02/2020	12/31/2022	8%		69,000		–		69,000
Note 12		11/12/2020		4/18/2022		8%		69,000		–		69,000	11/12/2020	12/31/2022	8%		69,000		–		69,000
Note 14		12/10/2020		4/18/2022		8%		80,000		–		80,000	12/10/2020	12/31/2022	8%		80,000		–		80,000
Note 16		1/14/2021		4/18/2022		8%		107,000		3,648		103,352	1/14/2021	12/31/2022	8%		107,000		–		107,000
Note 17		1/27/2021		4/18/2022		8%		60,000		2,595		57,405	1/27/2021	12/31/2022	8%		60,000		–		60,000
Note 20		4/30/2021		4/30/2022		8%		104,000		1,351		102,649	4/30/2021	12/31/2022	8%		104,000		–		104,000
Note 21		5/25/2021		5/25/2022		8%		104,000		2,578		101,422	5/25/2021	12/31/2022	8%		104,000		–		104,000
Note 22		6/24/2021		6/24/2022		8%		185,652		31,424		154,228	6/24/2021	12/31/2022	8%		185,652		–		185,652
Note 24		7/24/2021		7/24/2022		8%		265,000		44,322		220,678	7/24/2021	12/31/2022	8%		265,000		–		265,000
Note 25		8/04/2021		8/4/2022		8%		129,800		22,854		106,946	8/04/2021	12/31/2022	8%		129,800		–		129,800
Note 26		8/11/2021		8/11/2022		8%		151,500		25,881		125,619	8/11/2021	12/31/2022	8%		151,500		–		151,500
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	8/20/2021	12/31/2022	8%		151,500		–		151,500
Note 29		8/30/2021		8/30/2022		8%		140,650		25,682		114,968	8/30/2021	12/31/2022	8%		140,650		–		140,650
Note 30		9/02/2021		9/02/2022		8%		216,385		43,972		172,413	9/02/2021	12/31/2022	8%		216,385		–		216,385
Note 31		9/17/2021		9/17/2022		8%		270,480		48,092		222,388	9/17/2021	12/31/2022	8%		270,480		–		270,480
Note 32		9/30/2021		9/30/2022		8%		270,480		49,425		221,055	9/30/2021	12/31/2022	8%		270,480		–		270,480
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	10/26/2021	12/31/2022	8%		270,480		4,546		265,934
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	11/03/2021	12/31/2022	8%		270,480		4,257		266,223
Note 37		11/16/2021		11/16/2022		8%		324,576		123,669		200,907	11/16/2021	12/31/2022	8%		324,576		17,105		307,471
Note 38		11/30/2021		11/30/2022		8%		270,480		79,078		191,402	11/30/2021	12/31/2022	8%		270,480		14,254		256,226
Note 39		12/10/2021		12/10/2022		8%		601,000		178,145		422,855	12/10/2021	12/31/2022	8%		601,000		37,836		563,164
Note 40		12/15/2021		12/15/2022		8%		270,480		87,489		182,991	12/15/2021	12/31/2022	8%		270,480		19,597		250,883
Note 41		12/23/2021		12/23/2022		8%		54,100		17,605		36,495	12/23/2021	12/23/2022	8%		54,100		4,061		50,039
Note 42													1/04/2022	1/04/2023	8%		270,480		10,091		260,389
Note 43													1/12/2022	1/12/2023	8%		300,000		85,618		214,382
Note 44													1/19/2022	1/19/2023	8%		270,480		16,743		253,737
Note 45													2/02/2022	2/02/2023	8%		270,480		15,029		255,451
Note 46													2/03/2022	2/03/2023	8%		425,000		146,903		278,097
Note 47													2/15/2022	2/15/2023	8%		270,480		12,812		257,668
Note 48													2/24/2022	2/24/2023	8%		211,640		85,310		126,330
Note 49													3/01/2022	3/01/2023	8%		120,000		45,487		74,513
Note 50													3/01/2022	3/01/2023	8%		270,480		16,911		253,569
Note 51													3/16/2022	3/16/2023	8%		270,480		17,732		252,748
Note 52													3/22/2022	3/22/2023	8%		120,000		56,920		63,080
Note 53													4/01/2022	4/01/2023	8%		135,240		8,513		126,727
Note 54													4/01/2022	4/01/2023	8%		270,480		16,721		253,759
Note 55													4/04/2022	4/04/2023	8%		92,040		42,240		49,800
Note 56													4/15/2022	4/15/2023	8%		270,480		17,710		252,770
Note 57													4/29/2022	4/29/2023	8%		270,480		14,529		255,951
Note 58													5/05/2022	5/05/2023	8%		66,100		35,385		30,715
Note 59													5/31/2022	5/31/2023	8%		160,000		95,901		64,099
Note 60													8/11/2022	8/11/2023	8%		57,778		49,869		7,909
Total							$	5,322,743	$	1,041,126	$	4,281,617				$	9,012,161	$	892,080	$	8,120,081

Schedule of amortization expense, interest expense and accrued interest on debt
Note	Interest Expense		Accrued Interest		Amortization of Debt Discount		Unamortized		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		–		–	$	12,531	$	38,286	$	–	$	–
Note 9		4,044		20,400		–		–		13,300		47,897		–		–
Note 10		3,468		16,663		7,463		–		11,159		39,084		–		–
Note 11		1,391		6,412		3,542		–		4,476		15,067		–		–
Note 12		1,391		6,261		2,181		–		4,476		14,726		–		–
Note 14		1,613		6,768		7,067		–		5,190		15,969		–		–
Note 16		2,158		8,232		10,215		3,648		5,886		18,457		–		–
Note 17		1,210		4,445		7,130		2,595		3,893		10,557		–		–
Note 20		2,097		5,585		1,002		1,351		4,154		11,790		339		–
Note 21		2,097		5,015		1,516		2,578		4,154		11,221		1,039		–
Note 22		3,744		7,731		13,657		31,424		7,416		18,809		16,440		–
Note 24		5,344		9,119		16,648		44,322		10,585		24,932		26,315		–
Note 25		2,617		4,239		8,518		22,854		5,185		11,984		13,599		–
Note 26		3,055		4,715		9,691		25,881		6,052		13,755		15,380		–
Note 27		1,783		2,654		7,223		20,369		78		–		12,288		–
Note 28		3,055		4,416		10,758		29,317		6,052		13,457		17,520		–
Note 29		2,836		3,792		8,372		25,682		5,618		12,185		16,653		–
Note 30		4,363		5,691		14,079		43,972		8,644		18,603		28,642		–
Note 31		5,454		6,883		15,742		48,092		10,805		23,254		31,150		–
Note 32		5,454		5,454		14,380		49,425		10,805		21,594		34,045		–
Note 33		1,600		1,600		6,763		71,447
Note 34		4,328		4,328		9,409		53,852		10,805		20,468		34,386		4,546
Note 35		677		677		2,189		39,931		200		–		34,584		–
Note 36		3,695		3,695		6,999		38,400		10,805		19,578		23,234		4,257
Note 37		3,201		3,201		8,559		123,669		12,966		22,569		78,221		17,105
Note 38		1,838		1,838		5,924		79,078		10,805		17,978		45,893		14,254
Note 39		4,084		4,084		15,815		178,145		24,007		39,946		97,757		37,836
Note 40		949		949		6,386		87,489		10,805		17,088		47,313		19,597
Note 41		–		–		–		17,605		2,161		3,323		9,771		4,061
Note 42										10,805		15,903		22,219		10,091
Note 43										11,984		17,178		170,348		85,618
Note 44										10,805		15,013		29,911		16,743
Note 45										10,805		14,184		22,021		15,029
Note 46										16,977		22,193		215,715		146,903
Note 47										10,805		13,413		15,705		12,812
Note 48										8,454		10,078		95,266		85,310
Note 49										4,793		5,582		59,975		45,487
Note 50										10,805		12,583		20,523		16,911
Note 51										10,805		11,694		17,990		17,732
Note 52										4,793		5,030		51,080		56,920
Note 53										5,373		5,373		8,454		8,513
Note 54										10,745		10,745		16,607		16,721
Note 55										3,596		3,596		40,596		42,240
Note 56										9,915		9,915		15,084		17,710
Note 57										9,085		9,085		10,592		14,529
Note 58										2,133		2,133		24,105		35,385
Note 59										4,252		4,252		48,099		95,901
Note 60										949		949		7,909		49,869
Total	$	91,752	$	204,820	$	221,228	$	1,041,126	$	380,892	$	711,476	$	1,476,768	$	892,080

Schedule of Debt Conversions
Note	Conversion Date	Shares issued in conversion	Fair Value of shares		Face Value		Accrued Interest		Total Debt		Derivative liability		Net (gain) / loss
Note 7	April 14, 2022	35,873,156	$	82,508	$	40,000	$	6,707	$	46,707	$	45,869	$	(10,068	)
Note 35	April 28, 2022	20,000,000		32,000		20,000		–		20,000		20,685		(8,685	)
Note 35	May 5, 2022	37,631,579		48,921		26,800		1,800		28,600		33,022		(12,701	)
Note 8	May 10, 2022	42,813,737		51,377		26,000		3,670		29,670		26,202		(4,495	)
Note 8	May 25, 2022	47,230,793		28,338		13,000		1,877		14,877		10,638		2,823
Note 8	June 6, 2022	64,261,540		64,262		20,000		2,941		22,941		41,730		(409	)
Note 8	August 4, 2022	73,803,873		36,901		20,000		3,247		23,247		25,710		(12,056	)
		321,614,678	$	344,307	$	165,800	$	20,242	$	186,042		203,856		(45,591	)

Schedule of derivative liabilities
	December 31, 2021					September 30, 2022
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values			Indexed Shares		Fair Values
Compound embedded derivatives		1,372,797,202		(2,199,087	)		21,938,772,500		(8,606,244	)
Total		1,372,797,202		(2,199,087	)		21,938,772,500		(8,606,244	)

	December 31, 2020					March 31, 2022
The financings giving rise to derivative financial instruments	Indexed Shares		Fair Values			Indexed Shares		Fair Values
Compound embedded derivatives		311,625,168		(739,574	)		559,931,126	$	(3,831,191	)
Total		311,625,168		(739,574	)		559,931,126	$	(3,831,191	)

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 significant inputs
	September 30, 2022
Quoted market price on valuation date	$0.0004
Contractual conversion rate	$0.0003 - $0.002
Contractual term to maturity	0.25 Years - 0.86 Years
Market volatility:
Equivalent Volatility	153.28% - 228.14%
Interest rate	8.0%-12.0%

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

Summary of right-of-use asset
	December 31, 2021																					September 30, 2022
	Kokomo Lease			Valparaiso Lease			Merrill Lease			Tuscaloosa Lease			Birmingham Lease			Tuscaloosa Additional Lease			Total				Tuscaloosa Additional Lease
Office lease	$	375,483		$	374,360		$	701,404		$	222,087		$	284,745		$	77,119		$	2,035,198		$	77,119
Less: accumulated amortization		(77,434	)		(129,853	)		(94,697	)		(52,766	)		(30,289	)		(996	)		(386,035	)		(10,341	)
Right-of-use asset, net	$	298,049		$	244,507		$	606,707		$	169,321		$	254,456		$	76,123		$	1,649,163		$	66,778

Summary of operating lease liability
	December 31, 2021																					September 30, 2022
	Kokomo Lease			Valparaiso Lease			Merrill Lease			Tuscaloosa Lease			Birmingham Lease			Tuscaloosa Additional Lease			Total			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		$	126,152		$	217,888		$	66,778		$	410,818
Less: current portion		(66,008	)		(116,171	)		(123,746	)		(58,292	)		(49,377	)		(12,618	)		(426,212	)		(62,812	)		(53,206	)		(13,597	)		(129,615	)
Long term portion	$	241,179		$	128,336		$	549,402		$	111,029		$	205,079		$	63,505		$	1,298,530		$	63,340		$	164,682		$	53,181		$	281,203

Schedule of maturity of the lease liability
	December 31, 2021																					September 30, 2022
	Kokomo Lease			Valparaiso Lease			Merrill Lease			Tuscaloosa Lease			Birmingham Lease			Tuscaloosa Additional Lease			Total			Tuscaloosa Lease			Birmingham Lease			Tuscaloosa Additional Lease			Total
Fiscal year ending March 31, 2022	$	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			19,500			593,396		$	36,000		$	36,000		$	9,750		$	81,750
Fiscal year ending March 31, 2024		98,880			100,706			201,450			72,000			72,000			19,500			564,536			72,000			72,000			19,500			163,500
Fiscal year ending March 31, 2025		101,292			–			201,450			30,000			72,000			19,500			424,242			30,000			72,000			19,500			121,500
Fiscal year ending March 31, 2026		50,646			–			184,661			–			72,000			19,500			326,807			–			72,000			19,500			91,500
Fiscal year ending March 31, 2027		–			–			–			–			6,000			13,000			19,000			–			6,000			13,000			19,000
Present value discount		(60,772	)		(24,041	)		(149,439	)		(22,679	)		(57,544	)		(19,752	)		(334,227	)		(11,848	)		(40,112	)		(14,472	)		(66,432	)
Lease liability	$	307,187		$	244,508		$	673,147		$	169,321		$	254,456		$	76,123		$	1,724,742		$	126,152		$	217,888		$	66,778		$	410,818

	·	The nature of our outstanding debt being senior secured and the risk of foreclosure on our assets by the lender;

	·	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 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;”