UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 14, 2005
B2DIGITAL, INCORPORATED
(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 14, 2005, B2Digital, Inc. entered into an Investment Agreement (the
"Agreement") with Dutchess Private Equities Fund II, LP (the "Investor"). This
Agreement provides that, following notice to the Investor, we may put to the
Investor up to $12,500,000 of our common stock for a purchase price equal to 94%
of the lowest closing bid price of our common stock on the Over-the-Counter
Bulletin Board during the five day period following that notice. The number of
shares that we are permitted to put pursuant to the Agreement is either: (A)
200% of the average daily volume of the common stock for the ten trading days
prior to the applicable put notice date, multiplied by the average of the three
daily closing bid prices immediately preceding the put date; or (B) $25,000;
provided however, that the put amount can never exceed $1,000,000 with respect
to any single put.
In connection with this Agreement, we agreed to register the shares issuable
pursuant to the Agreement. Copies of the Agreement and Registration Rights
Agreement are filed as exhibits to this Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
10.1 Investment Agreement with Dutchess Private Equities Fund, II LP
10.2 Registration Rights Agreement
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: January 18, 2005
/s/ Robert C. Russell
----------------------------
Name: Robert C. Russell
Title: President