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Form 1-A Issuer Information
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-A
REGULATION A OFFERING STATEMENT
UNDER THE SECURITIES ACT OF 1933
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OMB APPROVAL
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FORM 1-A
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OMB Number:
3235-0286
Estimated average burden hours per response:
608.0
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1-A: Filer Information
| Issuer CIK | 0000725929 |
| Issuer CCC | XXXXXXXX |
| DOS File Number | |
| Offering File Number | 024-10888 |
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Is this a LIVE or TEST Filing?
| ☒
LIVE
☐
TEST
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Would you like a Return Copy?
| ☐ |
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Notify via Filing Website only?
| ☐ |
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Since Last Filing?
| ☐ |
Submission Contact Information
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| Name | |
| Phone | |
| E-Mail Address | |
1-A: Item 1. Issuer Information
Issuer Infomation
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Exact name of issuer as specified in the issuer's
charter
| B2Digital, Incorporated |
| Jurisdiction of Incorporation / Organization |
DELAWARE
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| Year of Incorporation | 1991 |
| CIK | 0000725929 |
| Primary Standard Industrial Classification Code | SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION |
| I.R.S. Employer Identification Number | 84-0916299 |
| Total number of full-time employees | 1 |
| Total number of part-time employees | 0 |
Contact Infomation
Address of Principal Executive Offices
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| Address 1 | 4522 West Village Drive |
| Address 2 | Suite 215 |
| City | Tampa |
| State/Country |
FLORIDA
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| Mailing Zip/ Postal Code | 33624 |
| Phone | 813-961-3051 |
Provide the following information for the person the
Securities
and Exchange Commission's staff should call in
connection with any
pre-qualification review of the offering
statement.
|
| Name | Brian Higley, Esq. |
| Address 1 | |
| Address 2 | |
| City | |
| State/Country | |
| Mailing Zip/ Postal Code | |
| Phone | |
Provide up to two e-mail addresses to which
the
Securities and
Exchange Commission's staff may send any comment
letters relating to
the offering statement. After qualification of
the offering
statement, such e-mail addresses are not required to
remain active.
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Financial Statements
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Industry Group (select one)
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Banking
☐
Insurance
☒
Other
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Use the financial statements for the most recent period
contained in
this offering statement to provide the following
information about
the issuer. The following table does not include
all of the line
items from the financial statements. Long Term Debt
would include
notes payable, bonds, mortgages, and similar
obligations. To
determine "Total Revenues" for all companies
selecting "Other" for
their industry group, refer to Article
5-03(b)(1) of Regulation
S-X. For companies selecting "Insurance",
refer to Article 7-04 of
Regulation S-X for calculation of "Total
Revenues" and paragraphs 5
and 7 of Article 7-04 for "Costs and
Expenses Applicable to
Revenues".
Balance Sheet Information
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| Cash and Cash Equivalents |
$
27579.00 |
| Investment Securities |
$
0.00 |
| Total Investments |
$
|
| Accounts and Notes Receivable |
$
65416.00 |
| Loans |
$
|
| Property, Plant and Equipment (PP&E): |
$
55065.00 |
| Property and Equipment |
$
|
| Total Assets |
$
347365.00 |
| Accounts Payable and Accrued Liabilities |
$
109627.00 |
| Policy Liabilities and Accruals |
$
|
| Deposits |
$
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| Long Term Debt |
$
14000.00 |
| Total Liabilities |
$
198627.00 |
| Total Stockholders' Equity |
$
148738.00 |
| Total Liabilities and Equity |
$
347365.00 |
Statement of Comprehensive Income Information
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| Total Revenues |
$
346688.00 |
| Total Interest Income |
$
|
| Costs and Expenses Applicable to Revenues |
$
251550.00 |
| Total Interest Expenses |
$
|
| Depreciation and Amortization |
$
12951.00 |
| Net Income |
$
-133811.00 |
| Earnings Per Share - Basic |
$
0.00 |
| Earnings Per Share - Diluted |
$
0.00 |
| Name of Auditor (if any) | Accell Audit and Compliance, PA |
Outstanding Securities
Common Equity
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Name of Class (if any) Common Equity
| Common Stock |
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Common Equity Units Outstanding
| 377620110 |
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Common Equity CUSIP (if any):
| 11777J304 |
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Common Equity Units Name of Trading Center or Quotation Medium (if any)
| OTC Markets |
Preferred Equity
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Preferred Equity Name of Class (if any)
| Preferred Equity Series A |
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Preferred Equity Units Outstanding
| 2000000 |
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Preferred Equity CUSIP (if any)
| 00000None |
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Preferred Equity Name of Trading Center or Quotation Medium (if any)
| None |
Preferred Equity
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Preferred Equity Name of Class (if any)
| Preferred Equity Series B |
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Preferred Equity Units Outstanding
| 0 |
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Preferred Equity CUSIP (if any)
| 00000None |
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Preferred Equity Name of Trading Center or Quotation Medium (if any)
| None |
Debt Securities
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Debt Securities Name of Class (if any)
| Loan |
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Debt Securities Units Outstanding
| 60000 |
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Debt Securities CUSIP (if any):
| 00000None |
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Debt Securities Name of Trading Center or Quotation Medium (if any)
| None |
1-A: Item 2. Issuer Eligibility
Issuer Eligibility
Check this box to certify that all of the following statements
are true for the issuer(s)
☒
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Organized under the laws of the United States or Canada, or any
State, Province, Territory or possession thereof, or the District
of Columbia.
- Principal place of business is in the United States or Canada.
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Not subject to section 13 or 15(d) of the Securities Exchange
Act of 1934.
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Not a development stage company that either (a) has no specific
business plan or purpose, or (b) has indicated that its business
plan is to merge with an unidentified company or companies.
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Not an investment company registered or required to be
registered under the Investment Company Act of 1940.
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Not issuing fractional undivided interests in oil or gas rights,
or a similar interest in other mineral rights.
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Not issuing asset-backed securities as defined in Item 1101 (c)
of Regulation AB.
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Not, and has not been, subject to any order of the Commission
entered pursuant to Section 12(j) of the Exchange Act (15 U.S.C.
78l(j)) within five years before the filing of this offering
statement.
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Has filed with the Commission all the reports it was required to
file, if any, pursuant to Rule 257 during the two years immediately
before the filing of the offering statement (or for such shorter
period that the issuer was required to file such reports).
1-A: Item 3. Application of Rule 262
Application Rule 262
Check this box to certify that, as of the time of this filing,
each person described in Rule 262 of Regulation A is either not
disqualified under that rule or is disqualified but has received a
waiver of such disqualification.
☒
Check this box if "bad actor" disclosure under Rule 262(d) is
provided in Part II of the offering statement.
☐
1-A: Item 4. Summary Information Regarding the Offering and Other
Current or Proposed Offerings
Summary Infomation
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Check the appropriate box to indicate whether you are
conducting
a Tier 1 or Tier 2 offering
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Tier1
☒
Tier2
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Check the appropriate box to indicate whether the
financial statements
have been audited
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Unaudited
☒
Audited
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Types of Securities Offered in this Offering Statement
(select
all that apply)
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| ☒Equity (common or preferred stock) |
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Does the issuer intend to offer the securities on a
delayed or continuous basis pursuant to Rule 251(d)(3)?
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Yes
☐
No
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Does the issuer intend this offering to last more than
one year?
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Yes
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No
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Does the issuer intend to price this offering after
qualification
pursuant to Rule 253(b)?
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Yes
☒
No
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Will the issuer be conducting a best efforts offering?
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Yes
☐
No
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Has the issuer used solicitation of interest
communications in
connection with the proposed offering?
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Yes
☒
No
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Does the proposed offering involve the resale of
securities by
affiliates of the issuer?
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Yes
☒
No
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Number of securities offered
| 600000000 |
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Number of securities of that class outstanding
| 526463860 |
The information called for by this item below may be omitted if
undetermined at the time of filing or submission, except that if a
price range has been included in the offering statement, the midpoint
of that range must be used to respond. Please refer to Rule 251(a)
for the definition of "aggregate offering price" or "aggregate sales"
as used in this item. Please leave the field blank if undetermined at
this time and include a zero if a particular item is not applicable
to the offering.
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Price per security
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$
0.0064 |
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The portion of the aggregate offering price
attributable to securities being offered on behalf of the issuer
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$
3840000.00 |
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The portion of the aggregate offering price
attributable to securities being offered on behalf of selling
securityholders
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$
0.00 |
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The portion of the aggregate offering price
attributable to all the securities of the issuer sold pursuant to a
qualified offering statement within the 12 months before the
qualification of this offering statement
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$
0.00 |
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The estimated portion of aggregate sales attributable
to securities that may be sold pursuant to any other qualified
offering statement concurrently with securities being sold under
this offering statement
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$
0.00 |
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Total (the sum of the aggregate offering price and
aggregate sales in the four preceding paragraphs)
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$
3840000.00 |
Anticipated fees in connection with this offering and names of
service providers
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Underwriters - Name of Service Provider
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Underwriters - Fees
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$
|
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Sales Commissions - Name of Service Provider
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Sales Commissions - Fee
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$
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Finders' Fees - Name of Service Provider
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Finders' Fees - Fees
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$
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Audit - Name of Service Provider
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Audit - Fees
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$
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Legal - Name of Service Provider
| Business Legal Advisors, LLC |
Legal - Fees
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$
5000.00 |
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Promoters - Name of Service Provider
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Promoters - Fees
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$
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Blue Sky Compliance - Name of Service Provider
| Business Legal Advisors, LLC |
Blue Sky Compliance - Fees
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$
2500.00 |
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CRD Number of any broker or dealer listed:
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Estimated net proceeds to the issuer
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$
3832500.00 |
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Clarification of responses (if necessary)
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1-A: Item 5. Jurisdictions in Which Securities are to be Offered
Jurisdictions in Which Securities are to be Offered
Using the list below, select the jurisdictions in which
the
issuer intends to offer the securities
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Selected States and Jurisdictions
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ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
DISTRICT OF COLUMBIA
PUERTO RICO
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Using the list below, select the jurisdictions in which the
securities are to be offered by underwriters, dealers or sales
persons or check the appropriate box
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None
| ☐ |
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Same as the jurisdictions in which the issuer intends
to offer the securities
| ☒ |
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Selected States and Jurisdictions
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ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
DISTRICT OF COLUMBIA
PUERTO RICO
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1-A: Item 6. Unregistered Securities Issued or Sold Within One
Year
Unregistered Securities Issued or Sold Within One Year
None
☐
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
| (a)Name of such issuer | B2Digital, Incorporated |
| (b)(1) Title of securities issued | Common Stock, $0.00001 par value |
| (2) Total Amount of such securities issued | 123000000 |
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(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer.
| 0 |
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(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof.
| For services. |
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(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
| (a)Name of such issuer | B2Digital, Incorporated |
| (b)(1) Title of securities issued | Common Stock, $0.00001 par value |
| (2) Total Amount of such securities issued | 43043750 |
|
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer.
| 0 |
|
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof.
| 297600 |
|
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
| (a)Name of such issuer | B2Digital, Incorporated |
| (b)(1) Title of securities issued | Common Stock, $0.00001 par value |
| (2) Total Amount of such securities issued | 12816666 |
|
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer.
| 0 |
|
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof.
| $32,150, debt conversions |
|
(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
| |
Unregistered Securities Issued
As to any unregistered securities issued by the issuer of any of
its predecessors or affiliated issuers within one year before the
filing of this Form 1-A, state:
| (a)Name of such issuer | B2Digital, Incorporated |
| (b)(1) Title of securities issued | Common Stock, $0.00001 par value |
| (2) Total Amount of such securities issued | 14000 |
|
(3) Amount of such securities sold by or for the
account of any person who at the time was a director, officer,
promoter or principal securityholder of the issuer of such
securities, or was an underwriter of any securities of such issuer.
| 0 |
|
(c)(1) Aggregate consideration for which the securities
were issued and basis for computing the amount thereof.
| $1,400 acquisitions |
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(2) Aggregate consideration for which the securities
listed in (b)(3) of this item (if any) were issued and the basis
for computing the amount thereof (if different from the basis
described in (c)(1)).
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Unregistered Securities Act
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(e) Indicate the section of the Securities Act or
Commission rule or regulation relied upon for exemption from the
registration requirements of such Act and state briefly the facts
relied upon for such exemption
| Exempt from registration under Section 4(a)(2) Securities Act and Rules promulgated thereunder. |
File No. 024-10888
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-A
Post-Qualification
Amendment
REGULATION A OFFERING CIRCULAR UNDER
THE SECURITIES ACT OF 1933
B2Digital, Incorporated
(Exact name of issuer as specified in its
charter)
Delaware
(State or other jurisdiction of incorporation
or organization)
4522 West Village Drive, Suite 215
Tampa, FL 33624
(813) 961-3051
(Address, including zip code, and telephone
number,
including area code, of issuer’s principal
executive office)
The Corporation Trust Company
1209 Orange Street
Wilmington, DE 19801
(302) 658-7581
(Name, address, including zip code, and
telephone number,
including area code, of agent for service)
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7841
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84-0916299
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|
(Primary Standard Industrial Classification Code Number)
|
|
(IRS Employer Identification Number)
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This Offering Circular shall only be
qualified upon order of the Commission, unless a subsequent amendment is filed indicating the intention to become qualified by
operation of the terms of Regulation A.
EXPLANATORY NOTE
This Post-Qualification Amendment to Form
1-A (this “Post-Qualification Amendment”) is being filed by B2Digital, Incorporated, a Delaware corporation
(the “Company”), solely for the purpose of filing Exhibit 11.2 and providing revised Exhibit 11.3. Accordingly,
this Post-Qualification Amendment consists only of Part I, this Explanatory Note, Part III, the signature page, and the additional
exhibit and the revised exhibit. The Offering Circular is unchanged and has therefore been omitted.
PART III—EXHIBITS
Index to Exhibits
*Filed with the Company’s Form 1-A
on August 21, 2018
**Filed with the Company’s 253(g)(2)
on May 22, 2019
***Filed with the Company’s Post-Qualification
Amendment to Form 1-A on September 5, 2019
SIGNATURES
Pursuant to the requirements of Regulation
A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A
and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Tampa, Florida, on September 30, 2019.
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(Exact name of issuer as specified in its charter):
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B2Digital, Incorporated
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|
|
|
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By: /s/ Greg P. Bell
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Greg P. Bell, Chief Executive Officer (Principal Executive Officer).
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This Offering Statement has been signed by the following persons
in the capacities and on the dates indicated.
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By:
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/s/ Greg P. Bell
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Greg P. Bell, Chief Executive Officer (Principal Executive Officer).
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Date: September 30, 2019
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By:
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/s/ Greg P. Bell
|
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Greg P. Bell, Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer).
|
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Date: September 30, 2019
SIGNATURES OF DIRECTORS:
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/s/ Greg P. Bell
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Greg P. Bell, Director
|
|
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/s/ Paul D. H. LaBarre
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Paul D. H. LaBarre, Director
|
|
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/s/ Andrew Georgens,
|
|
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Andrew Geogens,
Director
|
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/s/ Hugh Darryl Metz
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Hugh Darryl Metz, Director
|
|
Exhibit 11.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use, in the Offering Statement on Form 1-A Post-Qualification
Amendment of B2Digital, Incorporated and the Offering Circular constituting a part thereof, of our reports dated July 6, 2018
on our audit of the balance sheet of B2Digital, Incorporated, as of March 31, 2018, and the related statements of operations,
changes in stockholders’ equity, and cash flows for the year ended March 31, 2018, and the related notes to financial
statements.
Richardson, Texas
September 30, 2019
Exhibit
11.3
CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation
by reference in this Form 1-A POS of B2Digital, Incorporated of our report dated August 2, 2019, relating to the audited consolidated
balance sheets of B2Digital, Incorporated and its subsidiaries as of March 31, 2019, and the related statements of operations,
changes in stockholders’ equity and cash flows for the year then ended.
/s/ Accell Audit & Compliance, P.A.
Tampa, Florida
September 30, 2019