EXHIBIT
      31.2




CERTIFICATION
      PURSUANT TOSECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002


(18
      U.S.C. SECTION 1350)






I,
      Marcia
      Pearlstein, Interim Chief Financial Officer of the registrant, certify that:




1. I
      have
      reviewed this quarterly report on Form 10-QSB of B2Digital, Inc.




2. Based
      on my
      knowledge, this report does not contain any untrue statement of a material
      fact
      or omit to state a material fact necessary to make the statements made, in
      light
      of the circumstances under which such statements were made, not misleading
      with
      respect to the period covered by this report;




3. Based
      on my
      knowledge, the financial statements, and other financial information included
      in
      this report, fairly present in all material respects the financial condition,
      results of operations and cash flows of the small business issuer as of, and
      for, the periods presented in this report;




4. The
      small
      business issuer's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-14 and 15d-14) for the small business issuer and have:




a) designed
      such
      disclosure controls and procedures, or caused such disclosure controls and
      procedures to be designed under our supervision, to ensure that material
      information relating to the small business issuer, including its consolidated
      subsidiaries, is made known to us by others within those entities, particularly
      during the period in which this report is being prepared;




b) evaluated
      the
      effectiveness of the small business issuer's disclosure controls and procedures
      and presented in this report our conclusions about the effectiveness of the
      disclosure controls and procedures, as of the end of the period covered by
      this
      report based on such evaluation; and




c) disclosed
      in
      this report any change in the small business issuer's internal control over
      financial reporting that occurred during the small business issuer's most recent
      fiscal quarter (the small business issuer's fourth fiscal quarter in the case
      of
      an annual report) that has materially affected, or is reasonably likely to
      materially affect, the small business issuer's internal control over financial
      reporting; and




5. The
      small
      business issuer's other certifying officers and I have disclosed, based on
      our
      most recent evaluation over internal control over financial reporting, to the
      small business issuer's auditors and the audit committee of small business
      issuer's board of directors (or persons performing the equivalent functions):




a) all
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer's ability to record, process,
      summarize and report financial information; and




b) any
      fraud,
      whether or not material, that involves management or other employees who have
      a
      significant role in the small business issuer's internal controls over financial
      reporting.






*Date:
      February 21, 2006*


*/s/
                Marcia Pearlstein*
              *Marcia
                Pearlstein*
              *Interim
                Chief Financial Officer*