8-K

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): November 24, 2006

B2Digital, Incorporated

(Exact name of registrant as specified in its charter)

Delaware	0-11882	84-0916299
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4425 Ventura Canyon Avenue, Suite 105, Sherman Oaks, CA	91423
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (310) 281-2571 

(Former name or former address, if changed since last report.)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 September 12, 2005, B2Digital, Incorporated (the “Company”) entered into a Settlement Agreement of Debt to Stock Conversion (the “Agreement”) with Coast Communications, Inc. (“Coast”), under which the Company issued Coast certain shares of common stock of B2Digital in exchange for forgiveness and cancellation of $450,000 of principal and interest of promissory notes in the aggregate amount of $1,400,000, payable with 7.5% interest per annum. This Agreement was filed as an exhibit to the Company’s Form 8-K dated October 25, 2005. At November 15, 2006, $1,262,500 of principal and interest remains due under these notes (the “Notes”). The Notes were originally issued in connection with the acquisition by the Company of the assets of privately-held Hotel Movie Networks, Inc., a Nevada corporation, under an Asset Purchase Agreement with Coast dated March 31, 2003 (the “Asset Agreement”) and were filed as exhibits to the Company’s Form 8-K dated April 18, 2003.

On November 24, 2006, the Company’s board of directors approved an amendment to this Agreement, whereby $400,000 of the Notes would be converted into common stock at $.04 per share. $862,500.00 (representing remaining principal and interest at November 15, 2006) plus continuing accrued interest of 7.5% remains under the Notes until paid in full and will continue to be secured by the Notes and the assets secured thereunder. At Coast’s option, the remaining principal and interest due under Notes may be converted into restricted shares of common stock, at a conversion price to be agreed upon between the parties.

Paul La Barre, Chief Operating Officer, director and a majority shareholder of the Company, is also an officer and director and controlling shareholder of Coast.

Item 3.02 Unregistered Sales of Equity Securities

Pursuant to the amended Agreement with Coast as set forth in Item 1.01, the Company will issue Coast 10,000,000 shares of common stock, with 6,000,000 shares to be issued November 2006 and 4,000,000 shares to be issued December 2006. These shares will be issued with restrictive legends pursuant to the exemption for transactions by an issuer not involving any public offering in Section 4(2) of the Securities Act of 1933. The Company has a pre-existing business relationship with Coast; who has the requisite degree of financial sophistication and business experience to protect its own interests and there was no advertising or general solicitation.

At November 9, 2006, the Company had 61,000,869 shares of common stock issued and outstanding, with a par value of $.00001 per share.

Item 8.01 Other Events

Unrelated to the transaction disclosed above, in September 2006, B2Digital entered into a non-binding letter of intent with Coast to purchase over 2,000 cable television subscribers in Arizona. This letter of intent is subject to the negotiation and execution of a material definitive agreement contemplating, among other things, payment for the assets by a combination of cash and common stock, and assumption of the liabilities and debts of the operation. On October 24, 2006, the Company completed the due diligence for this transaction. The parties have yet to finalize a definitive agreement for this purchase and there is no guarantee that they will be able to do so. The Company previously issued press releases in regard to this transaction which are set forth as Exhibit 99.1. As set forth above, Paul La Barre, Chief Operating Officer, director and a majority shareholder of the Company, is also an officer and director and controlling shareholder of Coast.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.          Description

10.1 Settlement Agreement between the Company and Coast Communications dated September 12, 2005 (filed as Exhibit 16.1 to the Company’s Form 8-K dated October 25, 2005 and incorporated by reference herein)

10.2 Amendment to Settlement Agreement

99.1 Press Release

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.

Date: November 30, 2006
	B2Digital, Incorporated
	By:	/s/ Robert Russell
		Name:Robert Russell
		Title: Chief Executive Officer

EX-10.2

10.2 AMENDMENT TO SETTLEMENT AGREEMENT

This Amendment to the Settlement Agreement of Debt to Stock Conversion (the “Amendment”) is made and entered effective as of the 14th day of November 2006, by and between B2Digital, Incorporated, a Delaware corporation (“B2Digital”) with corporate offices at 4425 Ventura Canyon Ave., Suite 105 Sherman Oaks, CA 91423 and Coast Communications, Inc., a Nevada corporation (“Coast”) with corporate offices at 1030 S. Mesa Drive, Mesa, Arizona 85210 (collectively, B2Digital and Coast are known as the “Parties”).

RECITALS

A.WHEREAS, the Parties previously entered into a Settlement Agreement of Debt to Stock Conversion dated September 12, 2005 (the “Agreement”), under which B2Digital issued Coast certain shares of common stock of B2Digital in exchange for forgiveness and cancellation of $450,000 of principal and interest of promissory notes in the aggregate amount of $1,400,000, payable with 7.5% interest per annum. At November 15, 2006, $1,262,500 of principal and interest remains due under these notes (the “Notes”). The Notes were originally issued in connection with the acquisition by B2Digital of the assets of privately-held Hotel Movie Networks, Inc., a Nevada corporation, under an Asset Purchase Agreement with Coast dated March 31, 2003 (the “Asset Agreement”) and were filed as exhibits to B2Digital’s Form 8-K dated April 18, 2003.

B.WHEREAS, under the Agreement, Coast was entitled to convert the amounts remaining under the Notes into B2Digital’s common stock at a 50% discount to market price to be based upon the last five days average trading price.

C.WHEREAS, the Parties desire to amend the Agreement to convert $400,000 of the Notes into common stock at $.04 per share.

NOW, THEREFORE, in consideration of the foregoing recitals, and the mutual covenants, obligations, and mutual general release contained herein, the Parties hereby agree to amend the Agreement as follows:

AGREEMENT

1.The Parties agree and acknowledge that the foregoing Recitals are true and correct.

2.Coast agrees to convert $400,000.00 of the balance of the Notes into restricted shares of common stock of B2Digital (the “Share(s)”) at $0.04 per Share. The Shares will be issued as follows: 6,000,000 shares to be issued November 2006 and 4,000,000 shares to be issued December 2006.

3.It is understood by the Parties that $862,500.00 (representing remaining principal and interest at November 15, 2006) plus continuing accrued interest of 7.5% remains under Notes until paid in full and will continue to be secured by the Notes and the assets secured thereunder. At Coast’s option, the remaining principal and interest due under Notes may be converted into restricted Shares, at a conversion price to be agreed upon between the parties. 

4.It is understood that, other than set forth under this Agreement and this Amendment, all obligations under the Asset Agreement, Notes and related obligations have been fulfilled by B2Digital.

5.The remaining terms and conditions of the Agreement shall remain the same and govern this Amendment as applicable.

IN WITNESS WHEREOF, the Parties have executed original counterparts of this Amendment effective as of the day and year first written above.

B2Digital, Incorporated
By:	Robert Russell
	Its: Chairman of the Board - President
	/s/  Robert Russell
	Robert Russell
	/s/ Marcia A. Pearlstein
	Marcia A. Pearlstein - Director

COAST COMMUNICATIONS, INC.
By:	/s/ Ernest G. McKay
	Its: President
	/s/Ernest G. McKay
	Ernest G. McKay

EX-99.1

EXHIBIT 99.1

B2Digital, Incorporated Enters Into a Letter of Intent to Purchase Assets of a Cable Operation in Arizona

Assets Include 2,000 Plus Customers

PHOENIX, Sept. 10, 2006 (PRIMEZONE) -- B2Digital, Incorporated (OTCBB:BTOD) is a provider of in-room, on-demand video entertainment and satellite services to the domestic lodging industry. The company also provides for in-room viewing of select cable channels and other interactive and information services, including high-speed Internet access. The company primarily has provided its services under long-term contracts to hotels, hotel management companies and individually-owned and franchised hotel properties.

Under the Board of Directors' direction, the company has chosen to move into the cable television market with the signing of a letter of intent to purchase over 2,000 cable television subscribers in Arizona, allowing the company to take its first step into expansion into an additional market. This letter of intent is non-binding and subject to the negotiation and execution of a material definitive agreement contemplating, among other things, payment for the assets by a combination of cash and common stock, and assumption of the liabilities and debts of the operation. Under the new concept, subscribers will be able to view total DVD quality video services along with the HD services that are available. It is B2Digital's intent to convert the standard cable television network into a streaming network television system. B2Digital also intends to add Internet services for the current subscribers by use of the current cable system. B2Digital will expand the Internet service in the near future to offer wireless services within the services area.

Robert Russell, President and CEO of B2Digital Inc., said, "Our intent is that the addition of 2,000 plus subscribers will bring us the beginning of a recurring revenue model and asset base that we need as a company. We look forward to rolling out streaming video services along with Internet services to both the residential and commercial customers."

About B2Digital, Incorporated

B2Digital, Inc. is a provider of secure and reliable Pay-per-View, video-on-demand, and digital services to the hospitality industry. The company is currently operating Pay-per-View, Broadcast-free-to-guest TV and broadband digital services in hotel rooms in North America.

Forward-Looking Statements

Certain statements in this news release may contain forward-looking information within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and are subject to the safe harbor created by those rules. When used in this press release, the words "intends," "expects," "plans," "will" and similar expressions are intended to identify forward-looking statements. These are statements that relate to future periods and include, but are not limited to, statements regarding our adequacy of cash, expectations regarding net losses and cash flow, statements regarding our growth, our need for future financing, our dependence on personnel, and our operating expenses. All statements, other than statements of fact, included in this release, including, without limitation, statements regarding potential future plans and objectives of the company, are forward-looking statements that involve risks and uncertainties. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. These forward-looking statements speak only as of the date hereof. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Technical complications that may arise could prevent the prompt implementation of any strategically significant plan(s) outlined above. The company cautions that these forward-looking statements are further qualified by other factors including, but not limited to, those set forth in B2Digital's Form 10-KSB filing and other filings with the U.S. Securities and Exchange Commission (available at http://www.sec.gov). B2Digital undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events, or otherwise.

CONTACT: B2Digital, Inc.

Robert Russell

(310) 281-2571