FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 23, 2004
B2Digital, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 0-11882 84-0916299
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
9171 Wilshire Boulevard, Suite B
Beverly Hills, California 90210
-----------------------------------------
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (310)281-2571
ITEM 5. OTHER EVENTS AND REG. FD DISCLOSURE
On April 23, 2004, the Registrant entered into an agreement to acquire 20%
of B2 networks Inc.
The investment required the registrant to issue 1,666,667 shares of its common
stock and incremental payments totaling $500,000 (five hundred thousand). On
August 3 2004 the Company amended the Agreement and reduced it's investment to
10% or 110 shares, the company is obliged to pay $200,000 and
Issue 2,667,000, to date the has made payments of $150,000 and issued 1,667,000.
EXHIBIT INDEX
Number Exhibit Description
10.1 Purchase Agreement between the Registrant and b2networks Inc. dated
April 23, 2004.
10.2 Amended Purchase Agreement between the Registrant and b2networks Inc.
dated August 3, 2004
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
B2DIGITAL, INC.
Date: August 12, 2004
/s/
- ----------------------------
Name: Robert C. Russell
Title: Chief Executive Officer