UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 000-11882
CUSIP NUMBER 11777J 20 5
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: March 31, 2007
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
PART I -- REGISTRANT INFORMATION
B2DIGITAL, INCORPORATED
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Full Name of Registrant
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Former Name if Applicable
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4425 Ventura Canyon Ave., Suite 105
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Address of Principal Executive Office (Street and Number)
Sherman Oaks, CA 91423
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
(a) The reason described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort
or expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or
Form N-CSR, or portion thereof will be filed on or before
the 15th calendar day following the prescribed due date or the
subject quarterly report or transition report on Form 10-Q or
subject distribution report on Form 10-D, or portion thereof
will be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR or the transition report or portion thereof, could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
The Registrant is waiting for information from outside third parties in order to
complete the Form 10-KSB.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Robert Russell (310) 281-2571
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Name (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[ ] Yes [X] No
The Registrant has not yet filed an amendment to its Current Report on Form 8-K
filed with the Securities and Exchange Commission on March 22, 2007, and amended
on March 23, 2007, to include financial statements related to the Registrant's
acquisition of certain assets of Creative Domain Investments, Ltd.
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[_] Yes [X] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
B2DIGITAL, INCORPORATED
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: June 29, 2007
By: /s/Robert Russell
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Robert Russell, President