SCHEDULE 14C INFORMATION STATEMENT
B2Digital, Inc.
1030 South Mesa Drive.
Mesa AZ, 85210
Telephone: (310)281-2571
With a copy to:
Michael S. Krome, Esq.
8 Teak Court
Lake Grove, NY 11755
Telephone: (631) 737-8381
Fax (631) 737-8382
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
January 9, 2006
Notice of Written Consent in lieu of Special Meeting to be effective January 9, 2006.
To Shareholders of B2Digital, Inc.
This Information Statement is furnished by the Board of Directors of B2Digital, Inc., a Delaware corporation ("Company"), to the holders of record at the close of business on December 2, 2005 ("Record Date") of the Company's outstanding common stock, par value $0.001 per share ("Common Stock"), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), that were not solicited by the Company.
The Company's Board of Directors unanimously approved a proposal to decrease the issued and outstanding Common Stock of the Company (also known as a reverse stock split) by the ratio of one thousand (1,000)existing shares of Common Stock for each new one (1) share of Common Stock without a change in the authorized shares of Common Stock of the Company. The Company has received the consent of a majority of the outstanding shares of Common Stock for the Company for this action.
The reverse stock split will not be affected until a date that is at least twenty days after the filing and mailing of this Information Statement. This Information Statement will be mailed on or about January 29, 2006, to the Company's stockholders of record who have not been solicited for their consent of this corporate action.
The cost of preparing, assembling and mailing this Information Statement is being borne by the Company.
/s/ Robert Russell
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Robert Russell
1030 South Mesa Drive.
Mesa AZ
January 9, 2006
MfG Lavati
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