Withdrawal of Offering Statement Under Regulation a (1-a-w)
October 28 2020 - 3:31PM
Edgar (US Regulatory)
B2Digital,
Incorporated
4522
West Village Drive
Tampa,
FL 33624
(813)
961-3051
October 28, 2020
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Cara Wirth, Staff Attorney
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Re:
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B2Digital, Incorporated
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Request for Withdrawal of Post-Qualification
Amendment to Disclosure Statement on Form 1-A
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Filed October 20, 2020
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File No. 024-10888
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Dear Ms. Wirth:
Pursuant
to Securities and Exchange Commission (“SEC”) Rule 259, promulgated under the Securities Act of 1933, as amended
(the “Securities Act”), B2Digital, Incorporated, a Delaware corporation (the “Company”),
hereby respectfully requests that the SEC consent to the withdrawal of the Company’s Post-Qualification Amendment to the
Offering Statement on Form 1-A (File No. 024-10888), initially filed with the Commission on October 20, 2020. This application
is being made due to the offering having terminated.
The
Company confirms that the amendment has not been deemed qualified by the SEC and no securities have been or will be issued or sold
pursuant to the Offering Statement since termination of the offering. Furthermore, the Company principals have no reason to believe
that the Offering Statement is the subject of any proceeding under SEC Rule 258.
Thank
you for your assistance regarding this request. If you have any questions or require any further information, please feel free
to contact Brian Higley, Esq. at (801) 634-1984 of Business Legal Advisors, LLC.
Sincerely,
B2Digital,
Incorporated
By: /s/
Greg P. Bell
Name:
Greg P. Bell
Title: Chief
Executive Officer
B2Digital (CE) (USOTC:BTDG)
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