Executive Summary

Calendar Q4 2022 (fiscal Q3 FY2023) was very weak operationally: live event revenue fell to $0.08M as the company ran fewer events, and total losses were driven by a sharp spike in derivative liabilities revaluation and interest expense .
Sequentially, live event revenue declined from $0.16M in the prior quarter (Q2 FY2023) to $0.08M, and year-over-year from $0.26M (Q3 FY2022) to $0.08M, while EPS deteriorated to $(0.003) from $(0.002) sequentially and y/y .
Balance sheet risk increased: derivative liabilities rose to $17.29M, current liabilities to $29.22M, and stockholders’ deficit deepened to $(28.83)M as of Dec 31, 2022; cash was de minimis at $264 .
Management advanced streaming/distribution strategy (B2 Sports Network; fuboTV distribution), but issued no financial guidance; we found no 8‑K 2.02 earnings release or earnings call transcript for the period . Wall Street consensus (S&P Global) was unavailable for BTDG this quarter.

What Went Well and What Went Wrong

What Went Well
- Strategic distribution: B2Digital announced B2 Sports Network (B2SN), a 24/7 streaming channel for combat sports, with plans to launch on OTT in Q1 2023; “we are in a prime position to launch B2SN with wide distribution coverage” (Greg P. Bell) .
- Platform partnerships: Multi‑year content distribution agreement with fuboTV to carry B2SN and broadcast B2FS live fights, including VOD rights .
- Live event momentum narrative: Management highlighted a “series of productive and exciting B2 Fighting Series Live events,” citing “major successes and tremendous live events” and growing brand traction since August .
What Went Wrong
- Revenue compression from fewer events: Live event revenue dropped to $0.08M vs $0.26M y/y “due to a decrease in the number of live events held during the period” .
- P&L dominated by financing/derivative charges: Loss on change in fair value of derivatives of $(8.69)M and interest expense of $(1.11)M in Q4 2022 were the primary drivers of the $(10.15)M continuing ops loss .
- Liquidity/going concern: Current liabilities $29.22M vs $0.0003M cash and a $(28.83)M stockholders’ deficit at 12/31/22; management disclosed substantial doubt about going concern .

Financial Results

Metric	Q3 FY2022 (3 mo ended Dec 31, 2021)	Q2 FY2023 (3 mo ended Sep 30, 2022)	Q3 FY2023 (3 mo ended Dec 31, 2022)
Live Event Revenue ($USD)	$263,782	$160,469	$77,847
Total Other Expense ($USD)	$(514,644)	$(2,827,508)	$(9,988,842)
Net Loss from Continuing Ops ($USD)	$(2,556,102)	$(1,585,615)	$(10,153,535)
EPS (Total, Basic & Diluted) ($)	$(0.002)	$(0.002)	$(0.003)
Weighted Avg Shares (Basic)	1,452,481,989	2,144,271,646	3,207,338,338

Segment/Revenue Type

Revenue Type	Q3 FY2022 (Dec 31, 2021)	Q2 FY2023 (Sep 30, 2022)	Q3 FY2023 (Dec 31, 2022)
Live Events ($USD)	$263,782	$160,469	$77,847
Gym (Discontinued) ($USD)	$348,850	$75,007	$63,688

Balance Sheet Snapshot

Metric	Mar 31, 2022	Dec 31, 2022
Cash & Cash Equivalents ($USD)	$39,623	$264
Convertible Notes Payable (Carrying) ($USD)	$6,035,090	$8,467,971
Derivative Liabilities ($USD)	$3,831,191	$17,291,640
Current Liabilities ($USD)	$11,150,773	$29,224,766
Stockholders’ Deficit ($USD)	$(10,204,271)	$(28,828,556)

Notes:

We did not find a Q4 2022 8‑K 2.02 earnings press release or an earnings call transcript in the document catalog for BTDG. Our search over 10/1/2022–3/31/2023 returned none for those types [ListDocuments: 0 results].
Reported figures reflect the company’s presentation where gyms are classified as discontinued operations as of Q4 2022 (fiscal Q3) .

Guidance Changes

No formal quantitative guidance was issued in the quarter. Management announcements focused on streaming/distribution initiatives (B2SN launch plans; fuboTV content agreement) rather than financial targets .

Metric	Period	Previous Guidance	Current Guidance	Change
Revenue	N/A	N/A	None provided	Maintained: no guidance
Margins/OpEx/Tax/Dividends	N/A	N/A	None provided	Maintained: no guidance

Earnings Call Themes & Trends

We did not find an earnings call transcript for Q4 2022. Key narrative themes across recent disclosures:

Topic	Previous Mentions (Q-2 and Q-1)	Current Period (Q4 2022)	Trend
Streaming/OTT strategy	Company licensed in 20 states; pace of >40 events/year; building content library for distribution	Announced B2SN 24/7 streaming channel; targeted OTT launch in Q1 2023	Expanding distribution footprint
Distribution partnerships	N/A specific partner mentions in Q2 filing	Multi‑year content distribution deal with fuboTV for B2SN and live fights with VOD	New partner signed
Live events execution	Decrease in live event revenue due to fewer events held	Continued narrative of strong events since August; provisional ~$211k multi‑event revenue over series	Marketing momentum vs fewer events
Business mix (Gyms)	Gyms operating with declining contribution; included in revs	Gyms classified as discontinued; impairment recorded	Exit of gym operations
Financing/derivatives	Significant derivative liability; change in fair value affecting P&L	Derivative liabilities increased markedly; large fair value loss in Q4	Heightened financial risk

Management Commentary

“We have been moving forward with our business model, seeing major successes and tremendous live events… our brand continues to grow and grab market share in a rapidly growing marketplace.” — Greg P. Bell, Chairman & CEO .
“We are in a prime position to launch B2SN with wide distribution coverage because we have a built‑in capability to film, produce, and stream our own combat sports content.” — Greg P. Bell on B2SN .
fuboTV agreement: Granted non‑exclusive rights to transmit/distribute B2SN and broadcast B2FS live fights, with VOD availability on fuboTV’s service .
On results drivers: Quarterly MD&A attributes the revenue decline to fewer live events and the wider loss to fair value changes of derivatives and higher financing costs .

Q&A Highlights

We found no earnings call transcript for Q4 2022; therefore, no analyst Q&A to summarize [ListDocuments: no earnings‑call‑transcript in period].

Estimates Context

Wall Street consensus (S&P Global) for revenue and EPS was unavailable for BTDG this quarter; the SPGI/Capital IQ mapping for the ticker could not be found in our estimates data. As a result, we cannot provide “vs. consensus” comparisons for Q4 2022.

Key Takeaways for Investors

Liquidity/solvency risk remains acute: $264 cash vs $29.22M current liabilities and $17.29M derivative liabilities at Dec 31, 2022; going‑concern warning persists .
Operating scale was insufficient in Q4: live event revenue of $0.08M with losses driven principally by derivative fair value changes and interest costs, not core operations .
Strategy pivot toward media/OTT distribution advanced (B2SN; fuboTV), which could diversify revenue beyond gate/PPV if execution and distribution scale materialize in 2023+ .
Gym segment exit reduces distraction and clarifies focus on live events and media; discontinued operations recorded impairment and losses during the quarter .
Near‑term trading likely hinges on financing headlines, dilution risk from convertible notes/derivative overhang, and tangible progress on OTT distribution monetization .
With no Street coverage, expectations are unanchored; catalysts are operational (event cadence) and strategic (distribution launches), while risks center on funding and derivative liability volatility .

Sources and document availability:

Fiscal Q3 FY2023 (calendar Q4 2022) 10‑Q, period ended Dec 31, 2022 .
Prior quarter Q2 FY2023 10‑Q, period ended Sep 30, 2022 .
Press releases: Nov 8, 2022 shareholder update ; Dec 8, 2022 B2SN announcement ; Dec 15, 2022 fuboTV distribution agreement .

Research notes:

We searched for an 8‑K 2.02 earnings press release and an earnings call transcript for Q4 2022 and found none in the catalog for the period 10/1/2022–3/31/2023 [ListDocuments: 0 results in that date window for those types].

B2Digital, Inc. (BTDG)·Q4 2022 Earnings Summary