UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. _______)
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)
(2))
[ ] Definitive Information Statement
B2DIGITAL, INCORPORATED
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(Name of Registrant As Specified In Its Charter)
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Check box if any part of the fee is offset as provided by Exchange Act Rule
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SCHEDULE 14C INFORMATION STATEMENT
B2Digital, Inc.
9171 Wilshire Blvd., Suite B
Beverly Hills, CA 90210
Telephone: (310) 281-2571
With a copy to:
April E. Frisby, Esq.
Weed & Co. LLP
4695 MacArthur Ct., Suite 1430
Newport Beach, CA 92660
Telephone: (949) 475-9086
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
October 15, 2004
Notice of Written Consent in lieu of Special Meeting to be effective December
__, 2004.
To Shareholders of B2Digital, Inc.
B2Digital, Inc., a Delaware corporation, notifies its shareholders of record
that shareholders holding a majority of the voting power plan to take the
following actions by written consent in lieu of a special meeting of
shareholders, to be effective December __, 2004:
1. Amend the Certificate of Incorporation in order to increase the amount of
authorized common stock to 900,000,000 shares, $.001 par value, from 500,000,000
shares, $.001 par value.
2. Amend the Certificate of Incorporation to authorize 50,000,000 shares of
preferred stock, $.001 par value.
These actions will not be effective until a date which is at least twenty (20)
days after B2Digital files the Definitive Information Statement. You have the
right to receive this notice if you were a shareholder of record at the close of
business on October 15, 2004 (the "Record Date"). This Statement is first being
mailed to shareholders on ______________, 2004.
/s/Robert Russell
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Robert Russell
Chief Executive Officer
Beverly Hills, CA
October 15, 2004
2
INFORMATION STATEMENT
This information statement is being furnished to all holders of the common stock
of B2Digital, Inc., a Delaware corporation.
The Board of Directors has recommended and persons owning the majority of the
voting power of B2Digital have adopted resolutions to effect the above-listed
actions.
B2Digital will pay the cost of preparing and sending out this information
statement. It will be sent to shareholders via regular mail along with a copy of
B2Digital's report on Form 10-KSB for the year ended March 31, 2004 and quarter
ended September 30, 2004.
Dissenter's Rights of Appraisal
B2Digital is distributing this Information Statement to its stockholders in full
satisfaction of any notice requirements it may have under Securities and
Exchange Act of 1934, as amended, and the Delaware General Corporation Law. No
dissenters' rights under the Delaware General Corporation Law are afforded to
the company's stockholders as a result of the adoption of these resolutions.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of October, 15, 2004 (the "Record Date"), B2Digital had 151,260,109 shares
of common stock issued and outstanding out of 500,000,000 authorized shares of
common stock.
Only holders of record of the common stock at the close of business on the
Record Date were entitled to participate in the written consent of our
stockholders. Each share of common stock was entitled to one vote.
Our Board of Directors approved the increase in the amount of authorized common
stock and the establishment of preferred stock on October 15, 2004, and
recommended that our Certificate of Incorporation be amended in order to effect
the increase in the amount of authorized common stock and authorization of the
preferred stock.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of our common stock as of October 15, 2004 (i) by each person who
is known by us to beneficially own more than 5% of our common stock; (ii) by
each
of our officers and directors; and (iii) by all of our officers and directors as
a group. Each person's address is c/o B2Digital, Inc., 9171 Wilshire Blvd.,
Suite B, Beverly Hills, CA 90210.
SHARES BENEFICIALLY OWNED(1)
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Name and Address of Beneficial Owner Number Percent
- ---------------------------------------------------------------- ----------- ------------
Robert C. Russell,
President & Chief Executive Officer Common 27,339,150 18.07%
Marcia A. Pearlstein
Secretary, Interim Chief Financial Officer,
Director Common 200,000 0.13%
Dr. Igor Loginov
Chief Technology Officer Director Common 240,000 0.17%
Total shares held by officers and directors as a group (3 people): 27,789,150 18.37%
<FN>
(1) Beneficial Ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock subject to options or
warrants currently exercisable or convertible, or exercisable or convertible
within 60 days of October 15, 2004 are deemed outstanding for computing
the percentage of the person holding such option or warrant but are not
deemed outstanding for computing the percentage of any other person.
Percentages are based on a total of 151,260,109 shares of common stock
outstanding on October 15, 2004.
PROPOSAL NO. 1
AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO
INCREASE AUTHORIZED COMMON STOCK
GENERAL
B2Digital's current Certificate of Incorporation provides for an authorized
capitalization consisting of 500,000,000 shares of common stock, $.001 par value
per share. As of the record date, there were 151,260,109 shares of common stock
outstanding. The Board of Directors believes that it is in the best interest of
both the company and its stockholders to increase the authorized shares of
common stock from 500,000,000 authorized shares, $.001 par value, to 900,000,000
shares, $.001 par value.
PURPOSE
The Board of Directors believes that this increase might enable the company to
raise cash through sales of its common stock or securities convertible into
common stock to public and private investors. There are currently no plans to
issue out common or preferred stock pursuant to this increase.
EFFECT
The issuance by B2Digital of any additional shares of common stock would dilute
the equity interests of the existing holders of the common stock. Such dilution
may be substantial, depending upon the amount of shares issued. The newly
authorized shares of common stock will have voting and other rights identical to
those of currently authorized shares of common stock.
APPROVAL REQUIRED
Approval to amend the current Certificate of Incorporation of the company under
the Delaware General Corporation Law requires the affirmative vote of the
holders of a majority of the voting power of the company.
Section 228 of the Delaware General Corporation Law provides in substance that,
unless B2Digital's Certificate of Incorporation provides otherwise, stockholders
may take action without a meeting of stockholders and without prior notice if a
consent or consents in writing, setting forth the action so taken, is signed by
the holders of outstanding voting stock holding not less than the minimum number
of votes that would be necessary to approve such action at a stockholders
meeting. Under the applicable provisions of the Delaware General Corporation
Law, this action is effective when written consents from holders of record of a
majority of the outstanding shares of voting stock are executed and delivered to
the company.
In accordance with the Delaware General Corporation Law, the affirmative vote on
the Amendment to the Certificate of Incorporation of at least a majority of the
outstanding shares has been obtained. As a result, no vote or proxy is required
by the stockholders to approve the adoption of the Amendment to the Certificate
of Incorporation. Under Rule 14c-2 promulgated under the Securities Exchange Act
of 1934, as amended, the Amendment to the Certificate of Incorporation cannot
take effect until 20 days after this Information Statement is sent to the
company's stockholders. The Amendment to the Certificate of Incorporation will
become effective upon its filing with the Secretary of State of the State of
Delaware which is anticipated to be on or about December __, 2004, a date which
is 20 days after the mailing of this Information Statement. A copy of the
proposed Amendment to the Certificate of Incorporation reflecting the increase
in common stock is set forth as Exhibit A.
PROPOSAL NO. 2
AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO
AUTHORIZE 50,000,000 SHARES OF PREFERRED STOCK
GENERAL
B2Digital's current Certificate of Incorporation does not provide for any
preferred stock. The Board of Directors believes that it is in the best interest
of both the company and its stockholders to authorize 50,000,000 shares of
preferred stock, $.001 par value (the "Preferred Stock"). The proposed
amendment would authorize the Board of Directors, without any further
stockholder action (unless such action is required in a specific case by
applicable laws or regulations or by applicable rules of a trading market or
stock exchange), to issue from time to time shares of Preferred Stock in one or
more series, to determine the number of shares to be included in any series and
to fix the designation, voting power, other powers, preferences and rights of
the shares of each series and any qualifications, limitations or restrictions of
the series.
PURPOSE
In the Board of Directors' opinion, the primary reason for authorizing the
Preferred Stock is to provide flexibility for B2Digital's capital structure. The
Board of Directors believes that this flexibility is necessary to enable it to
tailor the specific terms of a series of Preferred Stock that may be issued to
meet market conditions and financing opportunities as they arise, without the
expense and delay that would be entailed in calling a stockholders meeting to
approve the specific terms of any series of Preferred Stock.
The Preferred Stock may be used by B2Digital for any proper corporate purpose.
Such purposes might include, without limitation, issuance in public or private
sales for cash as a means of obtaining additional capital for use in the
company's business and operations. Other purposes could include issuances in
connection with the acquisition of other businesses or properties. There are
currently no plans to issue out preferred stock as a result of the authorization
of preferred stock.
EFFECT
It is not possible to state the precise effects of the authorization of the
Preferred Stock upon the rights of the holders of B2Digital's common stock until
the Board of Directors determines the respective preferences, limitations, and
relative rights of the holders of the class as a whole or of any series of the
Preferred Stock. Such effects might include:
i. reduction of the amount otherwise available for the payment of dividends on
common stock to the extent dividends are payable on any issued Preferred
Stock;
ii. restrictions on dividends on the common stock;
iii. rights of any series or the class of Preferred Stock to vote separately, or
to vote with the common stock;
iv. conversion of the Preferred Stock into common stock at such prices as the
Board of Directors determines, which could include issuance at below the
fair market value or original issue price of the common stock, diluting the
book value or per share value of the outstanding common stock; and
v. the holders of common stock not being entitled to shares in the company's
assets upon liquidation until satisfaction of any liquidation preference
granted to holders of the Preferred Stock.
APPROVAL REQUIRED
Approval to amend the current Certificate of Incorporation of the company under
the Delaware General Corporation Law to authorize preferred stock requires the
affirmative vote of the holders of a majority of the voting power of the
company.
Section 228 of the Delaware General Corporation Law provides in substance that,
unless B2Digital's Certificate of Incorporation provides otherwise, stockholders
may take action without a meeting of stockholders and without prior notice if a
consent or consents in writing, setting forth the action so taken, is signed by
the holders of outstanding voting stock holding not less than the minimum number
of votes that would be necessary to approve such action at a stockholders
meeting. Under the applicable provisions of the Delaware General Corporation
Law, this action is effective when written consents from holders of record of a
majority of the outstanding shares of voting stock are executed and delivered to
the company.
In accordance with the Delaware General Corporation Law, the affirmative vote on
the Amendment to the Certificate of Incorporation to authorize preferred stock
of at least a majority of the outstanding shares has been obtained. As a result,
no vote or proxy is required by the stockholders to approve the adoption of the
Amendment to the Certificate of Incorporation. Under Rule 14c-2 promulgated
under the Securities Exchange Act of 1934, as amended, the Amendment to the
Certificate of Incorporation cannot take effect until 20 days after this
Information Statement is sent to the company's stockholders. The Amendment to
the Certificate of Incorporation will become effective upon its filing with the
Secretary of State of the State of Delaware which is anticipated to be on or
about December __, 2004, a date which is 20 days after the mailing of this
Information Statement. A copy of the proposed Amendment to the Certificate of
Incorporation reflecting the authorize of preferred stock is set forth as
Exhibit A.
By Order of the Board of Directors
/s/Robert Russell
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Chairman
Exhibit A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
B2DIGITAL, INC.., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by the written
consent of its members, filed with the minutes of the Board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of B2Digital, Inc., be amended
by changing the Fourth Article thereof so that, as amended, said Article shall
be read as follows:
"4. The total number of shares which the corporation shall have authority to
issue is: Nine hundred million (900,000,000) shares of common stock, $.001 par
value and Fifty Million (50,000,000) shares of preferred stock, $.001 par value
(the "Preferred Stock"). The Preferred Stock may be divided into and issued in
series. The Board of Directors shall have the authority to divide the Preferred
Stock into series and to fix and determine the voting powers, other powers,
designations, preferences, rights, qualifications, limitations and restrictions
of any series of Preferred Stock so established."
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware and written notice of the adoption of the amendment has been given as
provided in Section 228 of the General Corporation Law of the State of Delaware
to every stockholder entitled to such notice.
THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of the General Corporation Law of
the State of Delaware.
FOURTH: That this Certificate of Amendment of the Certificate of
Incorporation shall be effective on_____________.
IN WITNESS WHEREOF, said B2Digital, Inc., has caused this certificate to be
signed by Robert Russell, its Chief Executive Officer, this 22nd day of
November, 2004.
By:___________________
Name:Robert Russell
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Title: Chief Executive Officer
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