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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/14/22 B2Digital, Inc. 10-Q 12/31/21 73:6M GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 1.17M
2: EX-10.1 Business Purchase Agreement and Management HTML 77K
Services Agreement Termination Agreement
3: EX-10.2 Common Stock Repurchase Agreement HTML 35K
4: EX-10.3 Common Stock Repurchase Agreement HTML 34K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 23K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 19K
12: R1 Cover HTML 68K
13: R2 Consolidated Balance Sheets (Unaudited) HTML 120K
14: R3 Consolidated Balance Sheets (Unaudited) HTML 43K
(Parenthetical)
15: R4 Consolidated Statements of Operations (Unaudited) HTML 91K
16: R5 Consolidated Statement of Changes in Stockholders HTML 101K
Deficit (Unaudited)
17: R6 Consolidated Statements of Cash Flows (Unaudited) HTML 119K
18: R7 Consolidated Statements of Cash Flows (Unaudited) HTML 21K
(Parenthetical)
19: R8 Organization and Nature of Business HTML 26K
20: R9 Accounting Policies HTML 52K
21: R10 Going Concern HTML 24K
22: R11 Revenue HTML 36K
23: R12 Property and Equipment HTML 38K
24: R13 Intangible Assets HTML 34K
25: R14 Business Acquisitions HTML 29K
26: R15 Notes Payable HTML 39K
27: R16 Convertible Note Payable HTML 184K
28: R17 Derivative Financial Instruments HTML 52K
29: R18 Equity HTML 81K
30: R19 Leases HTML 84K
31: R20 Commitments and Contingencies HTML 26K
32: R21 Subsequent Events HTML 26K
33: R22 Accounting Policies (Policies) HTML 82K
34: R23 Accounting Policies (Tables) HTML 28K
35: R24 Revenue (Tables) HTML 32K
36: R25 Property and Equipment (Tables) HTML 36K
37: R26 Intangible Assets (Tables) HTML 35K
38: R27 Business Acquisitions (Tables) HTML 26K
39: R28 Notes Payable (Tables) HTML 35K
40: R29 Convertible Note Payable (Tables) HTML 179K
41: R30 Derivative Financial Instruments (Tables) HTML 54K
42: R31 Leases (Tables) HTML 74K
43: R32 Accounting Policies (Details) HTML 51K
44: R33 Accounting Policies (Details Narrative) HTML 37K
45: R34 Going Concern (Details Narrative) HTML 46K
46: R35 Revenue (Details - Net sales by revenue type) HTML 29K
47: R36 Property and Equipment (Details) HTML 49K
48: R37 Property and Equipment (Details Narrative) HTML 21K
49: R38 Intangible Assets (Details - Intangible assets, HTML 33K
net)
50: R39 Intangible Assets (Details - Estimated HTML 31K
amortization expense)
51: R40 Intangible Assets (Details Narrative) HTML 22K
52: R41 Business Acquisitions (Details - allocation of HTML 33K
purchase)
53: R42 Business Acquisitions (Details Narrative) HTML 31K
54: R43 Notes Payable (Details) HTML 46K
55: R44 Notes Payable (Details Narrative) HTML 46K
56: R45 Schedule of Convertible Notes Payable (Details) HTML 149K
57: R46 Convertible Notes Payable (Details - Amortization HTML 118K
expense, interest expense and accrued interest)
58: R47 Convertible Note Payable (Details Narrative) HTML 39K
59: R48 Derivative Financial Instruments (Details - HTML 30K
Derivative liabilities)
60: R49 Derivative Financial Instruments (Details - HTML 31K
Significant inputs)
61: R50 Derivative Financial Instruments (Details - Change HTML 30K
in fair value)
62: R51 Equity (Details Narrative) HTML 187K
63: R52 Leases (Details - Right-of-use asset) HTML 39K
64: R53 Leases (Details - Operating lease liability) HTML 38K
65: R54 Leases (Details - Maturity lease liability) HTML 58K
66: R55 Leases (Details Narrative) HTML 41K
67: R56 Commitments and Contingencies (Details Narrative) HTML 22K
68: R57 Subsequent Events (Details Narrative) HTML 23K
71: XML IDEA XML File -- Filing Summary XML 127K
69: XML XBRL Instance -- b2digital_i10q-123121_htm XML 1.66M
70: EXCEL IDEA Workbook of Financial Reports XLSX 88K
8: EX-101.CAL XBRL Calculations -- btdg-20211231_cal XML 166K
9: EX-101.DEF XBRL Definitions -- btdg-20211231_def XML 541K
10: EX-101.LAB XBRL Labels -- btdg-20211231_lab XML 811K
11: EX-101.PRE XBRL Presentations -- btdg-20211231_pre XML 730K
7: EX-101.SCH XBRL Schema -- btdg-20211231 XSD 158K
72: JSON XBRL Instance as JSON Data -- MetaLinks 319± 412K
73: ZIP XBRL Zipped Folder -- 0001683168-22-000996-xbrl Zip 156K
Exhibit 10.2
COMMON STOCK REPURCHASE AGREEMENT
THIS COMMON STOCK REPURCHASE AGREEMENT (the “Agreement”) is entered into as of October 11, 2021 by and between B2Digital, Incorporated, a Delaware corporation (the “Company”), and Go Value Networks (the “Stockholder”).
RECITALS
WHEREAS, the Stockholder is the holder of 10,000,000 shares of the Company’s common stock represented by share certificate 10118 (the “Shares”); and
WHEREAS, the Stockholder desires to sell, and the Company desires to repurchase, the Shares on the terms and subject to the conditions set forth in this Agreement (the “Repurchase”).
NOW, THEREFORE, in consideration of the promises, covenants and agreements herein contained, the parties agree as follows:
AGREEMENT
SECTION 1. REPURCHASE OF SHARES.
1.1 Repurchase. At the Closing (as defined below), the Company hereby agrees to repurchase from the Stockholder, and the Stockholder hereby agrees to sell, assign and transfer to the Company, all of the Stockholder’s right, title and interest in and to the Shares at the per Share price of $0.005, for an aggregate repurchase price of $50,000.00 (the “Repurchase Amount”). Upon the execution of this Agreement, the Stockholder shall execute an Assignment Separate from Certificate, in the form attached hereto as Exhibit A (the “Stock Assignment”), and at the Closing shall deliver the Stock Assignment and the stock certificate representing the Shares (or an affidavit of lost certificate in lieu of the stock certificate representing the Shares). Upon consummation of this Agreement, the Company shall cancel such stock certificates. The Repurchase Amount shall be paid by cash, check or wire transfer of immediately available funds to an account or accounts to be designated by the Stockholder.
1.2 Closing. The closing of the Repurchase (the “Closing”) shall take place at the offices of the Company, 4522 West Village Drive, Tampa, FL 33624 on the date hereof, or at such other time and place as the parties hereto shall mutually agree.
1.3 Termination of Rights as the Stockholder. Upon payment of the Repurchase Amount, the Shares shall cease to be outstanding for any and all purposes, and the Stockholder shall no longer have any rights as a holder of the Shares, including any rights that the Stockholder may have had under the Company’s Certificate of Incorporation or otherwise.
1.4 Withholding Rights. The Company shall be entitled to deduct and withhold from the Repurchase Amount such amounts as it may be required to deduct and withhold with respect to the making of such payment under the U.S. Internal Revenue Code of 1986, as amended, or any provision of foreign, state or local tax law. To the extent that amounts are so withheld by the Company, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Stockholder.
SECTION 2. REPRESENTATIONS AND WARRANTIES.
In connection with the transactions provided for hereby, the Stockholder represents and warrants to the Company as follows:
2.1 Ownership of Shares. The Stockholder has good and marketable right, title and interest (legal and beneficial) in and to all of the Shares, free and clear of all liens, pledges, security interests, charges, claims, equity or encumbrances of any kind. Upon paying for the Shares in accordance with this Agreement, the Company will acquire good and marketable title to the Shares, free and clear of all liens, pledges, security interests, charges, claims, equity or encumbrances of any kind.
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2.2 Authorization. The Stockholder has all necessary power and authority to execute, deliver and perform the Stockholder’s obligations under this Agreement and all agreements, instruments and documents contemplated hereby and to sell and deliver the Shares being sold hereunder, and this Agreement constitutes a valid and binding obligation of the Stockholder.
2.3 No Conflict. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach by the Stockholder of, or constitute a default by the Stockholder under, any agreement, instrument, decree, judgment or order to which the Stockholder is a party or by which the Stockholder may be bound.
2.4 Experience and Evaluation. By reason of the Stockholder’s business or financial experience or the business or financial experience of the Stockholder’s professional advisers who are unaffiliated with the Company and who are not compensated by the Company, the Stockholder has the capacity to protect the Stockholder’s own interests in connection with the sale of the Shares to the Company. The Stockholder is capable of evaluating the potential risks and benefits of the sale hereunder of the Shares.
2.5 Access to Information. The Stockholder has received all of the information that the Stockholder considers necessary or appropriate for deciding whether to sell the Shares hereunder and perform the other transactions contemplated hereby. The Stockholder further represents that the Stockholder has had an opportunity to ask questions and receive answers from the Company regarding the business, properties, prospects and financial condition of the Company and to seek from the Company such additional information as the Stockholder has deemed necessary to verify the accuracy of any such information furnished or otherwise made available to the Stockholder by or on behalf of the Company.
2.6 No Future Participation. The Stockholder acknowledges that the Stockholder will have no future participation in any Company gains, losses, profits or distributions with respect to the Shares. If the Shares increase in value by any means, or if the Company’s equity becomes freely tradable and increases in value, the Stockholder acknowledges that the Stockholder is voluntarily forfeiting any opportunity to share in any resulting increase in value from the Shares.
2.7 Tax Matters. The Stockholder has had an opportunity to review with the Stockholder’s tax advisers the federal, state, local and foreign tax consequences of the Repurchase and the transactions contemplated by this Agreement. The Stockholder is relying solely on such advisers and not on any statements or representations of the Company or any of its agents. The Stockholder understands that the Stockholder (and not the Company) shall be responsible for the Stockholder’s tax liability and any related interest and penalties that may arise as a result of the transactions contemplated by this Agreement.
SECTION 3. SUCCESSORS AND ASSIGNS.
Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any Shares). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
SECTION 4. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, except the choice-of-law provisions thereof.
SECTION 5. ENTIRE AGREEMENT.
This Agreement contains the entire understanding of the parties, and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof, except as expressly referred to herein.
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SECTION 6. AMENDMENTS AND WAIVERS.
Any term of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Stockholder and the Company.
SECTION 7. FURTHER ACTION.
Each party hereto agrees to execute any additional documents and to take any further action as may be necessary or desirable in order to implement the transactions contemplated by this Agreement.
SECTION 8. SURVIVAL.
The representations and warranties herein shall survive the Closing.
SECTION 9. SEVERABILITY.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
SECTION 10. NOTICES.
All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given (a) upon personal delivery to the party to be notified, (b) when sent by confirmed facsimile, if sent during normal business hours of the recipient or, if not, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the addresses set forth on the signature pages attached hereto (or at such other addresses as shall be specified by notice given in accordance with this Section 10).
SECTION 11. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, each of the parties has executed this Stock Repurchase Agreement as of the day and year first above written.
| COMPANY: | ||
| B2Digital, Incorporated | ||
| By |
/s/ Greg P. Bell | |
| Name: Greg P. Bell | ||
| Title: Chief Executive Officer | ||
| STOCKHOLDER: | |
| Go Value Networks | |
|
/s/ Ronald McKay | |
| Name: Ronald McKay | |
| Title: CEO | |
|
Address: 215 SE 8th Ave. Unit 760 |
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ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, the Stockholder hereby sells, assigns and transfers unto B2Digital, Incorporated (the “Company”) 10,000,000 shares of the Company’s common stock standing in the Stockholder’s name on the books of the Company and represented by Certificate Number 10118 herewith and does hereby irrevocably constitutes and appoints B2Digital, Incorporated, to transfer such stock on the books of the Company with full power of substitution in the premises.
| Dated: |
10/11/21 |
| STOCKHOLDER | |
| Go Value Networks | |
| /s/ Ronald McKay | |
| Name: Ronald McKay | |
| Title: CEO |
This Assignment Separate from Certificate was executed pursuant to the terms of that certain Stock Repurchase Agreement by and between B2Digital, Incorporated and the Stockholder dated October 11, 2021.
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| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/14/22 | |||
| For Period end: | 12/31/21 | 10-Q/A | ||
| 10/11/21 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/28/22 B2Digital, Inc. 10-K 3/31/22 75:7.3M GlobalOne Filings Inc/FA 2/16/22 B2Digital, Inc. 10-Q/A 12/31/21 70:5.9M GlobalOne Filings Inc/FA |