B2Digital Inc. (BTDG)

[Dante64]

just received this in my mailbox >>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549


FORM 8-K


CURENT REPORT
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934


Date of Report: September 16, 2010


B2 Digital, Incorporated


Item 1.03 Tender Offer by Sino-Can Industrial Holding Group Ltd.


A Tender offer has been made to B2 Digital, Inc. of $0.15 cents per shares for all of the outstanding shares of B2 Digital, Inc.


Other than with respect to the transaction, there is no material relationship between Sino-Can Industrial Holdings Group and the Company or any director or officer of the Company, or any associate of any such director or officer.


Upon accepting this offer from Sino-Can Industrial Holding Group with the approval of the B2 Digital, Inc. Board of Directors a proof of the 44101 claim will be required. Also upon the approval by the Board of Directors. Sino-Can Holding Group Ltd. will require to commence an imitate due diligence with a closing date of October 15, 2010. The Company as of this date has release a Press Release announcing this offer of $0.15 per share.


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.


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