8-K/A 1 doc1.txt 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): August 12, 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 registrant 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/ Robert C. Russell ---------------------------- Name: Robert C. Russell Title: Chief Executive Officer