On September 20, 2005, shareholders holding the majority of outstanding shares of B2Digital, Incorporated resolved to amend the Articles to increase the number of authorized shares from 900,000,000 shares, $.001 par value to 5,000,000,000 shares, $.00001 par value. The par value of the preferred stock was also increased to $.00001. These actions became effective subsequent to December 31, 2005.
On February 23, 2005, Dutchess Private Equities Fund II , LP declared a note issued by us in the amount of $26,400 due. Subsequent to March 31, 2005, on July 7, 2005, Dutchess notified us that they elected to switch the Note and associated penalties to a Convertible Debenture with registration rights requiring that a registration agreement be filed within twenty days and effective within forty days. We did not file a registration statement or made any payments on this note and Dutchess claimed penalties of $1,000 per day as a result. At January 20, 2006, Dutchess alleged the balance due was $233,176.39. This balance was reduced to $35,000 pending full payment of the $35,000 by May 31, 2006, provided the first payment in the amount of $5,000 is made by January 31, 2006.
On September 12, 2005, the Company appointed Mr. J. Michael Heil to the Board of Directors and as acting Chief Executive Officer. His employment contract was for a probationary period of 120 days and subject to certain terms and condition. If these terms and conditions were not met, Mr. Heil would be removed as Director and from his Officer position, which occurred January 12, 2006 a nd Mr. Robert Russell assumed back His original position.
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