UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): July 23, 2004
B2DIGITAL, INC.
Formerly known as:
TELECOMMUNICATION PRODUCTS, 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 Blvd., Suite B, Beverly Hills, CA 90210
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (310) 281-2571
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On August 10, 2004, B2Digital, Inc. and Eagle West Communications, Inc.
terminated the Asset Purchase Agreement previously reported on July 23, 2004.
As a result of the termination, we recovered the $100,000 in earnest money
previously paid pursuant to the Agreement. The details of this Agreement and
subsequent termination are as set forth in Item 2.01 below.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS (FORMERLY ITEM 2.
ACQUISITION OR DISPOSITION OF ASSETS)
On April 3, 2004, we ("Buyer") entered into an Asset Purchase Agreement with
Eagle West Communications, Inc., a Nevada corporation ("Seller"),and Eagle West,
LLC. ("Operator") (see Exhibit 2.1). The Operator owns certain cable television
systems serving communities in Arizona, Nevada and New Mexico. The Seller
entered into an asset purchase agreement to buy said assets from Operator. This
Agreement would then offer those assets to the Buyer. Under the terms of the
Agreement, we agreed to purchase all of the Seller's assets and properties used
in connection with the operation of this business, with no assumption of
liabilities. The terms of the Agreement required us to pay the purchase price
for these assets, which is the sum of (a) $100,000, Earnest Money and (b)
$1,600,000 upon closing.
On May 5, 2004, the bankruptcy court approved the Asset Purchase Agreement. On
July 8, 2004, the Seller informed us that the Operator has not yet to date met
all the terms and conditions of the contract including delivering assets free
from liens and liabilities. We paid $100,000 in connection with the Agreement.
On August 10, 2004, B2Digital, Inc. and Eagle West Communications Inc.
terminated the Agreement and we recovered the $100,000 in earnest money.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (FORMERLY ITEM 7. FINANCIAL
STATEMENTS AND EXHIBITS)
(a) Financial statements of businesses acquired; (b) Pro forma financial
information:
Financial statements will not be provided as the Asset Purchase Agreement with
Eagle West Communications, Inc. was terminated on August 10, 2004.
(c) Exhibits:
2.1 Asset Purchase Agreement between the Registrant and Eagle West
Communications, Inc. dated April 3, 2004. *
Previously filed.
SIGNATURE
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: November 17, 2004
/s/ Robert C. Russell
----------------------------
Name: Robert C. Russell
Title: President