Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
13D
Under
the
Securities Exchange Act of 1934
Amendment
No. 2
B2DIGITAL,
INCORPORATED
(Name
of
Issuer)
Common
Stock, $.00001 par value
(Title
of
Class of Securities)
11777J
20 5
(CUSIP
Number)
Robert
C.
Russell
4425
Ventura Canyon Avenue, Suite 105
Sherman
Oaks, CA 91423
(310)
281-2571
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
January
2, 2007
(Date
of
Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note:
Six
copies of the statement, including all exhibits, should be filed with the
Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
No. 11777J 20 5
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|||
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(1)
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NAME
OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES
ONLY)
Robert
C. Russell
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(2)
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
o
(See
Instructions) (b)
o
|
||
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(3)
|
USE
SOURCE OF FUNDS (See Instructions)
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(4)
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
or
2(e)
OO
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(5)
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
or
2(e) o
|
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(6)
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Ireland
|
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
(7)
|
SOLE
VOTING POWER: 240,018,140
shares of common stock*
|
|
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(8)
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SHARED
VOTING POWER: None
|
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(9)
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SOLE
DISPOSITIVE POWER: 240,018,140
shares of common stock*
|
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(10)
|
SHARED
DISPOSITIVE POWER:
|
||
|
(11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 240,018,140
shares of common stock*
|
||
*Includes
24,018,140 shares of common stock and 900,000 shares of Series
A
Convertible Preferred Stock, which is convertible into 240 shares
of
common stock per share (216,000,000 shares) and votes with the
common
stock on an as converted basis.
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|||
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(12)
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(See
Instructions) o
|
||
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(13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.74%**
|
||
**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.
The
calculation of the foregoing percentage is based on 301,000,869
shares of
the company outstanding upon 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.
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(14)
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TYPE
OF REPORTING PERSON (See Instructions)
IN
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||
CUSIP
NO.: 11777J
20 5
ITEM
1. SECURITY AND ISSUER
This
Amendment No. 3 to the Schedule 13D of Robert C. Russell amends the Schedule
13D
filed by Mr. Russell on February 5, 2002, as amended by Amendment No. 2 filed
February 23, 2005.
Common
Stock, $.00001 par value
B2Digital,
Incorporated
4425
Ventura Canyon Avenue, Suite 105
Sherman
Oaks, CA 91423
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 Item.
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 |
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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)