SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2005

                                       or

       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                         Commission file number: 0-11882

                             B2DIGITAL, INCORPORATED
             (Exact name of registrant as specified in its charter)

            Delaware                                             84-0916299
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                             Identification  No.)

       9171 Wilshire Boulevard., Suite B, Beverly Hills, California 90210
                    (address of principal executive offices)

       Registrant's telephone number, including area code: (310) 281-2571

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days. Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 403,870,939 shares of common
stock, with a par value of $.001 per share, as of July 31, 2005.


<PAGE>

ITEM 1 - FINANCIAL STATEMENTS

ITEM 1 -- Financial Statements

Balance Sheets (Unaudited) as of  June 30,  2005.............................  3

Statements of Operations (Unaudited) for the Three Months Ended
  June 30, 2005 and June 30, 2004............................................  4

Statements of Stockholders' Equity (Unaudited) for the Three Months
  Ended June 30, 2005........................................................  5

Statement of Cash Flows (Unaudited) for the Three Months Ended
  June 30, 2005 and 2004.....................................................  6

Notes to Financial Statements (Unaudited)....................................  7


<PAGE>

ITEM 1 - FINANCIAL STATEMENTS

                                 B2DIGITAL, INC.
                           BALANCE SHEETS (Unaudited)

                                                  June 30, 2005   March 31, 2005
ASSETS
------

CURRENT ASSETS

Cash                                              $         59     $      5,711
Accounts receivable                                     75,196           76,744
Inventories                                            286,251          287,301
Prepaid expenses                                        12,790
                                                  ------------     ------------
Total current assets                                   361,506          382,546
                                                  ------------     ------------

PROPERTY AND EQUIPMENT
Net Equipment, net                                     113,527          120,258
                                                  ------------     ------------

TOTAL ASSETS                                      $    475,033     $    502,804
                                                  ============     ============

LIABILITIES AND STOCKOLDERS' EQUITY
-----------------------------------

CURRENT LIABILITIES
Accounts payable and accruals:                    $    625,494     $    528,049
Related party loans payable                             37,500          242,000
Note payable                                           120,000          120,000
Bond payable                                            75,000           75,000
                                                  ------------     ------------
Total current Liabilities                              857,994          965,049
                                                  ------------     ------------
Convertible notes payable                            1,438,678        1,438,678
Note payable related party                             800,000          800,000
                                                  ------------     ------------
                                                     2,238,678        2,238,678
                                                  ------------     ------------
STOCKHOLDERS' DEFICIENCY
Preferred stock $.001 par value: 50,000,000
shares authorized, 1,200,000 shares issued;                516              516
Additional paid in capital preferred stock             515,484          515,484
Common stock $.001 par value: 900,000,000 shares
authorized; 398,970,939 and 336,870,939
respectively shares issued and outstanding             398,971          336,870
Additional paid in capital                           6,720,849        6,332,140
Accumulated deficit                                (10,207,459)      (9,835,933)
Stock subscription receivable                          (50,000)         (50,000)
                                                  ------------     ------------
Total stockholders' equity                        $ (2,621,639)    $ (2,700,923)
                                                  ------------     ------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                              $    475,033     $    502,804
                                                  ============     ============

See notes to financial statements


                                        3
<PAGE>

B2DIGITAL, INC.
STATEMENT OF OPERATIONS (Unaudited)

Three Months Ended:                               June 30, 2005    June 30, 2004
-------------------                               -------------    -------------

REVENUES                                          $    130,687     $    212,239
                                                  ------------     ------------
EXPENSES
Cost of sales                                           48,739     $     86,979
Research and development                                10,000
Selling, general and administration                    428,224          876,482
Interest                                                15,250           33,580
                                                  ------------     ------------
Total expenses                                    $    502,213     $    997,041
                                                  ------------     ------------
NET INCOME (LOSS)                                 $   (371,526)    $   (784,802)
                                                  ============     ============
Basic and diluted earnings per share
Net income (loss)                                 $      (.001)    $      (.010)
                                                  ============     ============

WEIGHTED-AVERAGE COMMON SHARES                     367,000,000       84,000,000
OUTSTANDING


See notes to financial statements

                                       4
<PAGE>

B2DIGITAL, INC.
STATEMENTS OF STOCKHOLDERS DEFICIENCY (Unaudited)
THREE MONTHS ENDING JUNE 30, 2005
------------------------------------

B2 Digital, Incorporated
Statements of Stockholders' Equity
Three Months Ended June 30, 2005

<TABLE>
<CAPTION>
                                   Common Stock        Additional     Preferred Stock      Accumulated       Total
                                Shares      Amount      Paid in      Shares    Amount        Deficit
                                                        Capital

<S>                          <C>           <C>        <C>          <C>         <C>         <C>
Balance, March 31, 2005      336,870,939   $336,870   $6,332,140   1,200,000   $516,800    $ (9,835,933)

Issuance of common stock
 for services based on value
 of services performed        62,100,000     62,101      388,709

Net loss for the period                                                                      (371,526)

Balance, June 30, 2005       398,970,935   $398,971   $6,332,140   1,200,000   $516,000    $(10,207,459)
</TABLE>

See notes to financial statements


                                        5
<PAGE>

B2DIGITAL, INC.
STATEMENT OF CASH FLOWS (Unaudited)
THREE MONTHS ENDING JUNE 30, 2004
------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

Three Months Ended:                               June 30, 2005    June 30, 2004
-------------------                               -------------    -------------

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)                                 $   (371,526)    $   (784,802)
Adjustments to reconcile net income to
net cash provided by operating activities

Depreciation                                             6,731           28,656
Stock issued for services                              450,810          527,700
(Increase) decrease in
accounts receivable                                      1,548          (15,474)
inventory                                                1,050
prepaid expenses                                        12,790
Increase (decrease) in accrued expenses
and accounts payable                                  (107,055)          58,621
                                                  ------------     ------------
Total cash (used) provided by
operating activities                              $     (5,652)    $   (185,299)

CASH FROM INVESTING
ACTIVITIES
Payment for B2Digital                                  (50,000)         (50,000)
Escrow for Eagle West                                                  (100,000)
Purchase of equipment                                                    (2,160)
                                                  ------------     ------------
Total cash (used) provided by
operating activities                              $   (152,160)    $   (152,160)

CASH FROM FINANCING
ACTIVITIES
Issuance of common stock                               327,069          327,069
Increase in notes payable                                                20,000
                                                  ------------     ------------
Total cash provided by
Financing activities                              $    347,069     $    347,069

Increase in cash                                  $      9,610     $      9,610

Beginning cash balance                            $      1,093            1,093
                                                  ------------     ------------
Ending cash balance                               $     10,703     $     10,703
                                                  ------------     ------------

SUPPLEMENTAL SCHEDULE OF NON-CASH AND
  INVESTING ACTIVITIES
Preferred stock converted notes payable                            $    800,000
Issuance of shares for Compensation               $    450,810     $    527,700
Issuance of shares for B2Networks                                  $     50,000


                                        6
<PAGE>

                                 B2DIGITAL,INC.

                    NOTES TO FINANCIAL STATEMENTS (Unaudited)
                                  June 30, 2005

1. DESCRIPTION OF BUSINESS

General

We incorporated in the state of Colorado on June 8, 1983. We were
administratively dissolved in 1997 and, as a part of winding up of our affairs,
the directors acting as trustees, entered into a Plan of Merger in 1999 with
Telecommunication Products, Inc. a newly formed entity and merged into it. The
predecessor business was to act as a developer of data compression technology
and video-conferencing software but ventured into other market opportunities. We
failed in our business efforts prior to 2002. On July 20, 2004,
Telecommunication Products, Inc. changed its name to B2Digital, Inc. and
reincorporated in the State of Delaware.

We provide in-room, on-demand video entertainment and satellite services to the
lodging industry. Our technology delivers DVD-quality images via traditional
cable networks and satellite channels. We also provide pay-per-view and
free-to-guest television service in small hotels in the U.S. and the Caribbean.
On March 31, 2003, we entered into a contract for the acquisition of the assets
of Hotel Movie Network, Inc., which consist of contract rights with Pay Per View
and Cable/Satellite access for approximately 8,000 installed rooms, and
associated hardware. The purchase transaction closed on August 1, 2003.

On March 6, 2004, we entered into a Letter of Agreement with B2 Networks, LLC,
whereby B2 Networks would provide data center facilities, management systems for
video and set top services and assist with operating the Hotel Link services. On
April 23, 2004, we agreed to purchase 20% of B2 Networks, LLC in exchange for
1,667,667 shares of common stock and $500,000. On August 2004, we amended this
agreement to reduce the amount of purchase to 10% of the LLC in exchange for
$200,000 and 2,667,000 shares of common stock.

The company launched a new product in June 2004 with the announcement of the
strategic alliance agreement with Powerlinx and Choice Hotels International, one
of the largest hotel franchise companies in the world with more than 5,000
hotels, inns, all-suite hotels and resorts open and under development in 44
countries under the Comfort Inn, Comfort Suites, Quality, Clarion, Sleep Inn,
Rodeway Inn, Econo Lodge and MainStay Suites brand names.

Pursuant to the agreement, B2 Networks and B2Digital will be supplying
Point-to-Point Wireless Local Loop internet connectivity in each hotel room
through the B2 Wireless Access Point (B2WAP) which will connect to the in-room
Hotellinktv.com for laptop users and the B2 Digital TV set top box and handheld
remote control for in-room television. These products allow Powerlinx or other
partners to market a large variety of in-room digital services, which include
making airline reservations, ordering pizza, event ticketing, and transportation
services, along with delivery of Hollywood movies, sports and live events, and
distinct genres of Pay-Per-View content.


                                       7
<PAGE>

On December 15, 2004, we entered into an Letter of Agreement with B2 Networks,
LLC whereby B2 Networks will provide certain operations assistance to the
company in exchange for a portion of the gross revenue or $10,000 per month. We
provide in-room, on-demand video entertainment and satellite services to the
lodging industry. Our technology delivers DVD-quality images via traditional
cable networks and satellite channels. We also provide pay-per-view and
free-to-guest television service in small hotels in the U.S. and the Caribbean.
On March 31, 2003, we entered into a contact for the acquisition of the assets
of Hotel Movie Network, Inc., which consist of contract rights with Pay Per View
and Cable/Satellite access for approximately 8,000 installed rooms, and
associated hardware. The Company has an additional 5000 rooms installed with its
new b2digitaltv system which enables first run movie downloading capability, to
the laptop for later viewing Broadband-accessible, location-specific services
such as online pizza ordering, airline reservations, event ticketing and
transportation reservations for limos and shuttles to the local airport these
services may be viewed at our website www.b2digitaltv.com.

The accompanying unaudited condensed interim financial statements have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission for the presentation of interim financial information, but
do not include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. The audited financial
statements for the two years ended March 31, 2005 and 2004 were filed on August
11, 2005 with the Securities and Exchange Commission and is hereby referenced.
In the opinion of management, all adjustments considered necessary for a fair
presentation have been included. Operating results for the three-month periods
ended June 30, 2005 are not necessarily indicative of the results that may be
expected for the year ended March 31, 2006.

The accompanying unaudited condensed financial statements have been prepared in
accordance with the instructions for Form 10-Q and do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for a fair
presentation have been included. These statements should be read in conjunction
with the financial statements and notes thereto included in the Company's Form
10-K for the year ended March 31, 2005.

2. Summary of Significant Accounting Policies

Going-Concern Basis - The accompanying financial statements have been prepared
on a going-concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. As shown in the
financial statements, as of June 30, 2005, there was an accumulated deficit of
$(10,207,459) and a net stockholders' deficiency of $(2,621,639) These factors,
among others, may indicate that the Company will be unable to continue as a
going concern. The financial statements do not include any adjustments that may
be necessary should the Company be unable to continue as a going concern. The
Company's continuation as a going concern is dependent upon its ability to
generate sufficient cash flow to meet its obligations on a timely basis, to
obtain additional financing as may be required, and ultimately to attain
successful operations. Management is of the opinion that enhanced marketing
efforts will enable the Company to increase revenues sufficiently to sustain
operations. The trend of losses is expected to continue at approximately the
current rate, until a revenue generating business which can operate on at least
a break even basis can be achieved. There is no assurance that any such business
can be achieved.


                                       8
<PAGE>

3. STOCKHOLDERS' EQUITY

Equity

During the three months ended June 30, 2005, the Company issued common stock as
follows:

Issuance of Common Stock for Services.

46,600,000 shares of its common stock registered under Form S-8 to various
consultants and legal counsel for current and future services.

Issuance of Shares for Debt.

The Company issued Mr. John Brazier 20,000,000 Shares of restricted common stock
for debt valued at $188,700.

Cancellation of Common Stock

4,500,000 shares of common stock were cancelled. The original issuance was for
services. Company returned the shares to treasury for non performance.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Report on Form 10-QSB contains forward-looking statements, including,
without limitation, statements concerning our possible or assumed future results
of operations. These statements are preceded by, followed by or include the
words "believes," "could," "expects," "intends" "anticipates," or similar
expressions. Our actual results could differ materially from those anticipated
in the forward-looking statements for many reasons including: our ability to
continue as a going concern, adverse economic changes affecting markets we
serve; competition in our markets and industry segments; our timing and the
profitability of entering new markets; greater than expected costs, customer
acceptance of wireless networks or difficulties related to our integration of
the businesses we may acquire and other risks and uncertainties as may be
detailed from time to time in our public announcements and SEC filings. Although
we believe the expectations reflected in the forward-looking statements are
reasonable, they relate only to events as of the date on which the statements
are made, and our future results, levels of activity, performance or
achievements may not meet these expectations. We do not intend to update any of
the forward-looking statements after the date of this document to conform these
statements to actual results or to changes in our expectations, except as
required by law.


                                       9
<PAGE>

The discussion and financial statements contained herein are for the three
months ended June 30, 2005 and June 30, 2004. The following discussion should be
read in conjunction with our financial statements and the notes thereto included
herewith.

THREE MONTHS PERIOD ENDED JUNE 30, 2005 AS COMPARED TO THREE MONTHS ENDED JUNE
30, 2004

RESULTS OF OPERATIONS

NET REVENUE

We generated consolidated net revenues of $ 130,687 for the three month period
ended June 30, 2005, as compared to $212,239 for the three month period ended
June 30, 2004. The decrease in revenues for this quarter when compared to the
same quarter last year is due to the loss of one client of Hotel Movie Network.

COST OF REVENUE
We incurred Cost of Revenue of $48,739 for the three month period ended June 30,
2005, as compared to $86,979 for the three month period ended June 30, 2004. Our
Cost of Revenue decreased for this quarter when compared to the same quarter
last year is due to the loss of one client of Hotel Movie Network.

GROSS PROFIT
We generated gross profit of $130,687 for the three month period ended June 30,
2005, as compared to $212,239 for the three month period ended June 30, 2004.
The decrease in gross profit for this quarter when compared to the same quarter
last year is due to the loss of one client of Hotel Movie Network.

GENERAL, ADMINISTRATIVE AND SELLING EXPENSES
We incurred costs of $428,224 for the three month period ended June 30, 2005 as
compared to $876,482 for the three month period ended June 30, 2004,
respectively. General, Administrative and Selling Expenses in the current period
decreased is due to the decrease in professional and consulting fees.


                                       10
<PAGE>

NET INCOME (LOSS)
We had a loss before taxes of $371,526 for the three month period ended June
30, 2005 as compared to a loss before taxes of $784,802 for the three month
period ended June 30, 2004. The decrease in loss is due to decrease in our
expenses including professional and consulting fees.

BASIC AND DILUTED INCOME (LOSS) PER SHARE
Our basic and diluted income (loss) per share for the three month period ended
June 30, 2005 was $(.001 ) and $(.01) compared to the same period ended June 30,
2004.

LIQUIDITY AND CAPITAL RESOURCES
Our independent auditor has issued a "going concern" qualification as part of
its opinion in the Audit Report. We do not currently have sufficient capital to
meet our cash needs. We will continue to need to raise additional funds to
conduct our business activities in the next twelve months. We owe approximately
$857,994 in current liabilities. Additionally, we currently estimate that we
will need approximately $2,000,000 to continue operations through the end of the
fiscal year 2006. These operating costs include general and administrative
expenses and the deployment of inventory.

ITEM 3. CONTROLS AND PROCEDURES

We have established disclosure controls and procedures to ensure that material
information relating to us, including our subsidiaries, is made known to the
officers who certify our financial reports and to other members of senior
management and the Board of Directors.

Evaluation of disclosure controls and procedures. Our management, with the
participation of our chief executive officer and interim chief financial
officer, has evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended) as of the end of the
period covered by this Quarterly Report on Form 10-QSB. Based on this
evaluation, our chief executive officer and interim chief financial officer
concluded that these disclosure controls and procedures are effective and
designed to ensure that the information required to be disclosed in our reports
filed or submitted under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the requisite time periods.

Changes in internal controls. There was no change in our internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Securities Exchange Act of 1934, as amended) that occurred during our last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting


                                       11
<PAGE>

                           Part II - OTHER INFORMATION

Item 1. Legal Proceedings.

In July 2003, we were served with a lawsuit from William B. Krusheski in United
States District Court for Southern District of California. The complaint sought
in excess of $75,000 on a note allegedly due and $135,000 in other compensatory
damages. In June 2004, the county court of San Diego, California awarded a
default judgment in favor of Mr. Krusheski in the amount of $135,000. The
company has offered payments of $5,000 per month until the debt is settled. We
have to date had no response from Mr. Krusheski.

We settled the lawsuit filed by John M. Brazier against us, our transfer agent
and Mr. Russell filed in May 2003 in the District Court of Denver in the state
of Colorado. The settlement terms require us to issue Mr. Brazier 770,000 shares
of our common stock and warrants to purchase an additional 2 million shares of
our common stock at $0.15 per share. Additionally, we will pay Mr. Brazier
$177,500 in cash. In April 2005 the Company issued Mr. Brazier 20,000,000 of its
common stock and a note for $60,000 to settle all outstanding matters.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Equity

During the three months ended June 30, 2005, the Company issued common stock as
follows:

Issuance of Common Stock for Services.

46,600,000 shares of its common stock registered under Form S-8 to various
consultants and legal counsel for current and future services.

Issuance of Shares for Debt.

The Company Issued Mr. John Brazier 20,000,000 Shares of restricted common stock
for Debt valued at $188,700.

The securities issued in the foregoing transactions were offered and sold in
reliance upon exemptions from the Securities Act of 1933 ("Securities Act")
registration requirements set forth in Sections 3(b) and 4(2) of the Securities
Act, and any regulations promulgated there under, relating to sales by an issuer
not involving any public offering. No underwriters were involved in the
foregoing sales of securities.


                                       12
<PAGE>

Cancellation of Common Stock

4,500,000 shares of common stock were cancelled. The original issuance was for
services. Company returned the shares to treasury for non performance.

Item 3. Defaults Upon Senior Securities.

Not Applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

Not Applicable.

Item 5. Other Information.

On February 23, 2005, Dutchess Private Equities Fund II , LP declared a note
issued by us in the amount of $26,400 due. Subsequent to March 31, 2005, on July
7, 2005, Dutchess notified us that they elected to switch the Note and
associated penalties to a Convertible Debenture with registration rights
requiring a that a registration agreement be filed within twenty days and
effective within forty days. We have not filed a registration statement or made
any payments on this Note and Dutchess is claiming penalties of $1,000 per day
as a result. At July 6, 2005, Dutchess alleged the principal balance was
$35,176.39 and on August 12, 2005 alleged the balance was $72,176.39. No action
has been filed on this matter.

Item 6. Exhibits

 (a) Exhibits

EXHIBIT NO.       DESCRIPTION

2.1         Asset Purchase Agreement between the Company and Hotel Movie
            Network, Inc., dated March 31, 2003 (incorporated by reference to
            Exhibit 10 of the Form 8-K filed on April 18, 2003).

3.1(a)      Restated Articles of Incorporation (filed as an exhibit to the
            company's Form 8-K filed on October 19, 2001 and incorporated by
            reference herein)

3.1(b)      Amendment to Articles of Incorporation (Incorporated by reference
            from 10QSB dated December 31, 2004).

3.1(c)      Certificate of Designation of Series A Convertible Preferred Stock

3.2         Bylaws (incorporated by reference to Exhibit 3.2 of the company's
            Registration Statement on Form S-18, Registration No. 2-86781-D)

4.1         2005 Non-Qualified Stock Compensation Plan (filed as Exhibit 10.1 to
            the Company's Form S-8 filed on January 11, 2005 and incorporated by
            reference herein).


                                       13
<PAGE>

10.1        Employment Agreement dated January 25, 2005, with Robert C. Russell
            (Incorporated by reference from 10QSB dated December 31, 2004).

10.2        Marketing and Services Agreement between the company and
            InnNovations Multimedia Systems Inc dated April 12, 2004
            (Incorporated by reference to 8-K filed April 12, 2004).

10.3        Member Interest Purchase Agreement between the company and
            B2Networks, Inc. dated April 23, 2004 (Incorporated by reference to
            8-K filed April 23, 2004).

10.4        Consultant Agreement with Marcia A. Pearlstein (incorporated by
            reference from Form 10-QSB dated September 30, 2004).

10.5        Membership Interest Agreement with B2 Networks, LLC, as amended
            (incorporated by reference to Form 8-K filed August 12, 2004)

10.6        Operations Agreement with B2 Networks LLC (Incorporated by reference
            from 10QSB dated December 31, 2004).

10.7        Employment Agreement with Robert Russell (Effective January 25,
            2005) (Incorporated by reference from 10QSB dated December 31,
            2004).

14.1        Code of Ethics (Incorporated by reference to 10KSB filed June 19,
            2004)

31.1        Section 302 Certification of the Chief Executive Officer.

31.2        Section 302 Certification of the Interim Chief Financial Officer.

32.1        Section 906 Certification of the Chief Executive Officer and Interim
            Chief Financial Officer


                                       14
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Dated August 18, 2005

B2DIGITAL, INC.

By: /s/ Robert Russell
    -----------------------------------------
    Robert Russell, President, Chief Executive Officer

   /s/ Marcia Pearlstein
   -----------------------------------------
   Marcia Pearlstein, Secretary and Interim Chief Financial Officer


                                       15