B2 DIGITAL, INCORPORATED Statements of Operations (Unaudited)
| | | For the Three | | For the Nine | | | | | Months Ended | | Months Ended | | | | | December 31, | | December 31, | | | | | 2006 | | 2005 | | 2006 | | 2005 | | | | | | | | | | | | | | | | | | | | | | | | | REVENUES | | $ | 43,483 | | $ | 148,398 | | $ | 220,799 | | $ | 419,005 | | | | | | | | | | | | | | | | | | COST OF SALES | | | 20,896 | | | 43,390 | | | 102,300 | | | 150,487 | | | | | | | | | | | | | | | | | | GROSS PROFIT | | | 22,587 | | | 105,008 | | | 118,499 | | | 268,518 | | | | | | | | | | | | | | | | | | EXPENSES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | General and administrative | | | 194,360 | | | 389,774 | | | 881,137 | | | 1,000,876 | | | Bad debts | | | - | | | - | | | 40,000 | | | - | | | Research and development | | | - | | | - | | | - | | | 10,000 | | | | | | | | | | | | | | | | | | Total Expenses | | | 194,360 | | | 389,774 | | | 921,137 | | | 1,010,876 | | | | | | | | | | | | | | | | | | OPERATING LOSS | | | (171,773 | ) | | (284,766 | ) | | (802,638 | ) | | (742,358 | ) | | | | | | | | | | | | | | | | | OTHER INCOME (EXPENSES) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Interest expense | | | (48,875 | ) | | (33,750 | ) | | (87,375 | ) | | (82,750 | ) | | Other income | | | 5,000 | | | - | | | 5,000 | | | - | | | | | | | | | | | | | | | | | | Total Other Income (Expense) | | | (43,875 | ) | | (33,750 | ) | | (82,375 | ) | | (82,750 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | NET LOSS | | $ | (215,648 | ) | $ | (318,516 | ) | $ | (885,013 | ) | $ | (825,108 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BASIC LOSS PER SHARE | | $ | (0.00 | ) | $ | (0.87 | ) | $ | (0.02 | ) | $ | (2.25 | ) | | | | | | | | | | | | | | | | | WEIGHTED AVERAGE | | | | | | | | | | | | | | | NUMBER OF SHARES | | | | | | | | | | | | | | | OUTSTANDING | | | 71,814,333 | | | 367,000 | | | 41,366,540 | | | 367,000 | |
The accompanying notes are an integral part of these financial statements. ITEM 2. IDENTITY AND BACKGROUND.
(a) Robert C. Russell
(b) 4425 Ventura Canyon Avenue, Suite 105 Sherman Oaks, CA 91423
(c) Chairman, Chief Executive Officer and President of B2Digital, Inc. 4425 Ventura Canyon Avenue, Suite 105 Sherman Oaks, CA 91423
(d)-(e) During the last five years, Mr. Russell has neither been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), nor has he been subject to a judgment, decree, or final order in a civil proceeding enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Russell is a citizen of Ireland.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On February 10, 2005, B2Digital, Inc. issued Robert Russell, an officer and director of the company, 1,000,000 shares of Series A Convertible Preferred Stock as a signing bonus. Each share of Series A is convertible into 240 shares of common stock and votes with the common stock on an as converted basis. Each share of Series A was valued at $.43 per share.
On January 2, 2007, Mr. Russell converted 100,000 shares of Series A into 24,000,000 shares of common stock.
ITEM 4. PURPOSE OF THE TRANSACTION.
See Item 3. Mr. Russell has changed the nature of 100,000 shares of his Series A Preferred by converting the shares into common stock. At this time, Mr. Russell has no plans to engage in any of the transactions described in Paragraphs (a) through (j) of this I tem.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) Mr. Russell owns 24,018,140 shares of common stock and has the right to acquire 216,000,000 shares of common stock within sixty days (216,000,000 shares are underlying 900,000 shares of Series A Convertible Preferred Stock convertible into 240 shares of common stock per share). The Company reported that 61,000,869 shares of common stock were issued and outstanding on its Form 8-K dated November 24, 2006. After the issuance of 24,000,000 shares to Robert Russell on January 2, 2007, the Company currently has 85,000,869 shares of common stock outstanding. Assuming conversion of all Series A Preferred owned by Mr. Russell (convertible into 216,000,000 shares of common stock), and the number of shares of common stock currently outstanding, Mr. Russell is considered the beneficial owner of 79.74% of the outstanding shares of B2Digital, Inc. Mr. Russell has the sole power to vote or to direct the vote and the sole power to dispose or direct the disposition of all of his shares of common stock. (c) Other than set forth above in regard to the conversion, Mr. Russell has not effected any transaction in B2Digital, Inc. common stock during the past 60 days. (d) Mr. Russell has the sole right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of B2Digital common stock. (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. | | | | | Dated: January 9, 2007 | |
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| | | | /s/ Robert Russell | | |
Name: Robert Russell | | | |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) <!-- FOOTER LOGO --> |
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