B2Digital Inc. (BTDG)

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Item 1.04 Board Of Directors Resolution to accept Tender Offer by Sino-Can Industrial Holding Group Ltd.
On September 16, 2010 the Board of Directors for B2 Digital. Inc. voted in favor of the Tender offer currently being made by
Sino-Can Industrial Holding Group Ltd. The Company by giving written consent has accepted the Tender Offer.
Other than with respect to the transaction, there is no material relationship between Sino-Can Industrial Holding Group Ltd. and
the Company or any director or officer of the Company, or any associate of any such director or officer.
By Voting to accepted this Tender Offer being made by Sino-Can Industrial Holding Group Ltd. It is further understood that
said Tender Offer will require proof of the 43101 claim. It is further resolved. that with approval by the Board of Directors, Sino-Can
Industrial Holding Group Ltd. will require the commencement of due diligence with a closing date set of October 15. 2010. The Company
has not released a Press Release that the Board of Directors has accepted this Tender Offer by Sino-Can Industrial Holding Group Ltd. as of
this date.