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 September 30, 2004
                                       or
       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                         Commission file number: 0-11882
                                 B2DIGITAL, INC.

             (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: 201,260,109 shares of common
stock,  par  value  of  $.001  per  share,  as  of  November  10,  2004.

 ITEM  1  -  FINANCIAL  STATEMENTS
<TABLE>
<CAPTION>
                                 B2DIGITAL, INC.
                           BALANCE SHEETS (Unaudited)
<BTB>
<S>                                 <C>                         <C>
                                  September  30,  2004          March  31,  2004
ASSETS

CURRENT  ASSETS

Cash                                 $     24,262                  $    1,093
Accounts receivable                        74,703                      60,404
Inventories                             1,363,538                   1,371,366
                                     ------------                ------------
Total  current  assets                  1,462,503                   1,432,863
                                     ------------                ------------

PROPERTY  AND  EQUIPMENT
Net Equipment, net                        180,934                     232,723
                                     ------------                ------------
Investment  in  B2Digital,
at  cost                                  150,000
                                     ------------                ------------

TOTAL  ASSETS                        $  1,793,437                  $1,665,586
                                     ============                ============
LIABILITIES  AND  STOCKOLDERS'  EQUITY
-----------------------------------
CURRENT  LIABILITIES
Accounts  payable  and accruals:     $    531,268                  $  532,550
Related  party loans payable              215,000                     215,000
Note  payable                             120,000
Bond  payable                              75,000                      75,000
                                     ------------                ------------
Total  Current  Liabilities               941,268                     822,550
                                     ------------                ------------
Convertible  notes  payable             1,438,678                   1,438,678
Note  payable  related  party             800,000
                                     ------------                ------------
                                        2,238,678                   1,438,678
                                     ------------                ------------
STOCKHOLDERS'  DEFICIENCY
Preferred  stock  non  voting  $1.00  par  value:  50,000,000
shares  authorized,  800,000  shares  issued;                         800,000
Common  stock  $.001  par  value:  500,000,000  shares
authorized;  143,260,109  shares  issued
and outstanding                         5,062,483                   3,638,451
Accumulated  deficit                  (6,398,992)                 (5,034,093)
Stock  subscription  receivable          (50,000)
                                     ------------                ------------
Total stockholders' equity           $(1,386,509)                  $(595,642)
                                     ------------                ------------

TOTAL  LIABILITIES  AND
STOCKHOLDERS'  EQUITY                $  1,793,437                  $1,665,586
                                     ============                ============
See  notes  to  financial  statements
</TABLE>
<TABLE>
<CAPTION>
                                 B2DIGITAL, INC.
                       STATEMENT OF OPERATIONS (Unaudited)
<BTB>
<S>                                              <C>                            <C>
Three Months Ended:                     September 30, 2004         September 30, 2003
-------------------                     ------------------         ------------------

REVENUES                                      $    154,174              $     120,181
                                             -------------              -------------
EXPENSES
Cost  of  sales                                     86,979              $      44,695
Selling,  general  and  administration             976,482                    831,623
Interest                                            33,580                     11,100
                                             -------------              -------------
Total  expenses                               $  1,097,041              $     887,418
                                             -------------              -------------
NET  INCOME (LOSS)                            $  (942,867)              $   (767,237)
                                             =============              =============
Basic  and  diluted  earnings
per  share
Net income (loss)                             $     (.007)              $      (.019)

                                             =============              =============

WEIGHTED-AVERAGE  COMMON  SHARES
OUTSTANDING                                    119,984,000                 41,136,000


Six  Months  Ended:                     September 30, 2004         September 30, 2003
-------------------                     ------------------         ------------------

REVENUES                                      $    366,415              $     120,181
                                             -------------              -------------
EXPENSES
Cost  of  sales                                    160,343              $      44,695
Selling,  general  and  administration           1,509,631                  1,144,096
Interest                                            61,340                     22,200
                                             -------------              -------------
Total  expenses                               $  1,731,314              $   1,210,991
                                             -------------              -------------
NET INCOME (LOSS)                             $(1,364,899)              $ (1,090,810)
                                             =============              =============
Basic  and  diluted  earnings  per  share
Net  income  (loss)                           $     (.015)              $      (.028)
                                             ============               =============
WEIGHTED-AVERAGE  COMMON  SHARES
OUTSTANDING                                    89,355,000                  39,966,000
See  notes  to  financial  statements
</TABLE>

<TABLE>
<CAPTION>



                                                       B2DIGITAL, INC.
                                      STATEMENTS OF STOCKHOLDERS DEFICIENCY (Unaudited)
                                               SIX MONTHS ENDING SEPTEMBER 30, 2004
------------------------------------


<S>                        <C>             <C>               <C>          <C>             <C>               <C>
                         Common          Common          Preferred       Preferred     Accumulated         Total
                          Stock           Stock             Stock          Stock         Deficit
                         Shares           Amount            Shares        Amount
                      ------------     ------------    ------------    ------------    ------------    ------------
BALANCE AT
MARCH 31, 2004,
                      74,706,704      $3,638,451         800,000       $800,000     $(5,034,093)      $(595,642)

Net loss for the
period                        --              --              --             --      (1,364,899)     (1,364,899)

Issuance of stock
for B2Network          2,667,000          50,000              --             --               --          50,000

Issuance of stock
for services
                      51,088,289         847,700              --             --               --         847,700

Conversion of
Preferred stock for
Debt                         --               --        (800,000)      (800,000)              --       (800,000)

Common stock returned
                     (7,700,000)              --              --             --               --              --
Issuance of stock
for cash
                      20,498,116         426,332              --             --               --         426,332

Issuance of stock
for options
                       2,000,000         100,000              --             --               --          100,00
                    ------------    ------------    ------------      ---------     ------------    ------------

BALANCE AT
SEPTEMBER 30, 2004
                     143,260,109      $5,062,483              --$            --     $(6,398,992)    $(1,336,509)
                     ===========     ===========     ===========     ==========     ============    ============
See notes to financial statements
</TABLE>




<TABLE>
<CAPTION>


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


<S>                                                                                             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Six Months Ended:                                              September 30, 2004            September 30, 2003
-----------------                                              ------------------            ------------------

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)                                                    $(1,364,899)                  $(1,090,810)
Adjustments to reconcile net income to
net cash provided by operating activities

Depreciation                                                               57,312                        27,872
Stock issued for services                                                 847,700                      750,159
(Increase) decrease in
accounts receivable                                                      (14,299)
inventory                                                                   7,828
Increase (decrease) in accrued expenses
and accounts payable                                                      (1,282)                       164,229
                                                                       ----------                     ---------
Total cash (used) provided by
operating activities                                                   $(467,640)                    $(148,550)

CASH FROM INVESTING
ACTIVITIES
Payment toward Acquisition
 of Hotel Movie Network                                                                                (66,716)
Payment for B2 Network                                                   (50,000)                            --
Purchase of equipment                                                     (5,523)
                                                                       ----------                     ---------
Total cash (used) provided by
operating activities                                                    $(55,523)                     $(66,716)

CASH FROM FINANCING
ACTIVITIES
Issuance of common stock                                                  426,332                       $98,500
Loans from shareholders                                                   125,050
Increase in notes payable                                                 120,000
                                                                       ----------                     ---------
Total cash provided by
Financing activities                                                     $546,332                      $223,550

Increase in cash                                                          $23,169                        $8,284

Beginning cash balance                                                     $1,093                             0
                                                                       ----------                     ---------
Ending cash balance                                                       $24,262                        $8,284
                                                                       ----------                     ---------

SUPPLEMENTAL SCHEDULE OF NON-CASH AND INVESTING ACTIVITIES
Preferred stock converted notes payable                                  $800,000
Issuance of shares for Compensation                                      $847,700
Issuance of shares for B2 Network                                        $100,000

See notes to financial statements

</TABLE>

                                 B2DIGITAL, INC.


                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                               September 30, 2004
                               ------------------

1.  DESCRIPTION  OF  BUSINESS
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 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  purchase  transaction  closed  on  August  1,  2003.
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 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. We will also actively market the B2Wap service
and  the  B2  Digital  TV  Broadband Set Top Television System with our complete
Hotel  &  MDU  Connectivity  products  later  this  month  through  our
business-to-business  marketing  partner,  Powerlinx, Inc.These products may be
viewed  at  the  web  site:  www.hotellinktv.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, 2004 and 2003 were filed on July
19,  2004 with the Securities and Exchange Commission and are hereby referenced.
In  the  opinion  of management, all adjustments considered necessary for a fair
presentation  have  been  included.  Operating results for the six-month periods
ended  September 30, 2004 are not necessarily indicative of the results that may
be  expected  for  the  year  ended  March  31,  2005.

The  accompanying unaudited condensed financial statements have been prepared in
accordance  with  the instructions for Form 10-QSB 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-KSB  for  the  year  ended  March  31,  2004.

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 September 30, 2004, there was an accumulated deficit
of  $6,398,992  and a net stockholders' deficiency of $1,386,509. 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.

3.  Investment  in  B2Network.

During  the  quarter ended June 30, 2004, we acquired ten percent of B2Networks.
The  acquisition  has been recorded as a purchase. The company has paid $150,000
and  issued  2,667,000  shares  valued  at  $100,000.  B2Networks  did  not have
significant  operations  during  the  quarter  ended  September  30,  2004.

4.  STOCKHOLDERS'  EQUITY

EQUITY
------
During  the  three  months  ended  September 30, 2004, the Company issued common
stock  as  follows:

ISSUANCE  OF  COMMON  STOCK  FOR  SERVICES.

During  the quarter ended September 30, 2004, the Company issued an aggregate of
28,000,000  shares  of  common  stock  to  consultants for services at $241,000.
Valuation  of  common  stock issued for services was based upon the value of the
services  rendered,  which  did not differ materially from the fair value of the
Company's  common  stock  during  the  period  the  services  were  rendered.

During  the quarter ended September 30, 2004, the Company issued an aggregate of
9,000,000  shares  of  restricted  common  stock  to for past services valued at
$90,000

SALE  OF  COMMON  STOCK.

During  the quarter ended September 30, 2004, the Company sold 12,470,161 shares
of  its  common  stock  to  investors  for  an  aggregate  amount  of  $126,026.

ISSUANCE  OF  SHARES  TO  B2NETWORK,  INC.
------------------------------------------

During  the  quarter  ended  September  30,  2004  the  Company issued 1,000,000
restricted  shares  of  common  stock  pursuant  to  a membership agreement with
B2Networks,  Inc. ("B2Networks").The issuance of these shares have been included
in  the  calculation  of  the  membership  purchase  price  of  B2Networks.

CANCELLATION  OF  COMMON  STOCK
-------------------------------

During  the  quarter  ended  September  30, 2004 the Company cancelled 3,400,000
shares  of  common  stock. The original issuance was made in lieu of payment for
services  which  were  not  fulfilled. Therefore, these shares were subsequently
cancelled  by  the  company.

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.

The  discussion  and financial statements contained herein are for the three and
six  months  ended  September  30,  2004  and  September 30, 2003. The following
discussion  should  be read in conjunction with our financial statements and the
notes  thereto  included  herewith.

PERIOD  ENDED  SEPTEMBER  30, 2004 AS COMPARED TO THE PERIOD ENDED SEPTEMBER 30,
2003

RESULTS  OF  OPERATIONS

NET  REVENUE

We  generated  consolidated  net revenues of $154,174 for the three month period
ended  September  30,  2004,  as compared to $120,181 for the three month period
ended  September  30,  2003.  The  increase  in  revenues  for this quarter when
compared  to  the  same  quarter  last year is due to acquisition of Hotel Movie
Network  which  contributed  all  of  our revenues for the quarter. We generated
consolidated  net  revenues of $366,415 for the six month period ended September
30,  2004,  as compared to $120,181 for the six month period ended September 30,
2003.  The  increase  in  revenues  for  this  quarter when compared to the same
quarter last year is due to acquisition of Hotel Movie Network which contributed
all  of  our  revenues  for  the  quarter.

COST  OF  SALES
---------------

We  incurred  Cost of Sales of $86,979for the three month period ended September
30,  2004, as compared to $44,695 for the three month period ended September 30,
2003.  Our  Cost  of  Sales  increase for this quarter when compared to the same
quarter  last year is due to the acquisition of Hotel Movie Network. We incurred
Cost  of Sales of $160,343 for the six month period ended September 30, 2004, as
compared  to $44,695 for the six month period ended September 30, 2003. Our Cost
of  Salesincrease  for this period when compared to the same period last year is
due  to  the  acquisition  of  Hotel  Movie  Network.

GROSS  PROFIT
-------------

We  generated gross profit of $67,095 for the three month period ended September
30,  2004, as compared to $75,486 for the three month period ended September 30,
2003.  The  decrease  in gross profit for this quarter when compared to the same
quarter  last  year  is  due  to  increased programming costsWe generated gross
profit  of  $206,072  for  the  six  month  period  ended September 30, 2004, as
compared  to  $75,486  for  the  six  month period ended September 30, 2003. The
increase in gross profit for this quarter when compared to the same quarter last
year  is  due  to  the  acquisition  of  Hotel  Movie  Network.

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES
------------------------------------------------

We  incurred  Selling,  General  and Administrative Expenses of $976,482 for the
three  month  period  ended  September  30, 2004 as compared to $831,623 for the
three  month period ended September 30, 2003, respectively. Selling, General and
Administrative  Expenses  in  the  current period increased due to anincrease in
professional  and  consulting fees. We incurred costs of $1,509,631  for the six
month  period  ended  September  30, 2004 as compared to $1,144,096  for the six
month  period  ended  September  30,  2003,  respectively.  Selling, General and
Administrative  Expenses  in  the current period increased due to an increase in
professional  and  consulting  fees.

NET  INCOME  (LOSS)

We  had  a  loss  before  taxes  of  $  884,802 for the three month period ended
September  30,  2004 as compared to aloss of $767,237 for the three month period
ended  September  30,  2003.  The  increase  in  loss  is due to increase in our
expenses  including professional and consulting fees. We had a loss before taxes
of  $(1,364,899 for the six month period ended September 30, 2004 as compared to
a  loss  of  $1,090,810  for  the six month period ended September 30, 2003. The
increase  in  loss  is due to an increase 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
September  30,  2004  was  $(.007)  as compared to $(.019) for the quarter ended
September  30,  2003.  Our basic and diluted income (loss) per share for the six
month period ended September 30, 2004 was $(.015) as compared to $(.028) for the
six  month  period  ended  September  30,  2003.

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
$941,268  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  2005.  These  operating  costs  include general and administrative
expenses  and  the  deployment  of  inventory.

FINANCING  ACTIVITIES

We  entered  into  an  Investment  Agreement with Dutchess Private Equities Fund
L.P.,  also  referred  to  as  an Equity Line of Credit. This agreement provided
that,  following  notice to Dutchess, we may put to Dutchess up to $5 million in
shares  of  our  common  stock  for  a purchase price equal to 94% of the lowest
closing  bid  price  on  the Over-the-Counter Bulletin Board of our common stock
during  the  five day period following that notice. The number of shares that we
were  permitted  to  put  pursuant  to  the  Investment Agreement was be either:
(A)  200% of the average daily volume in the U.S. market of the common stock for
the 20 trading days prior to the notice of our put, multiplied by the average of
the three daily closing bid prices immediately preceding the date of the put, or
(B)  $10,000.  No  single  put  can  exceed  $1,000,000.

The  equity  agreement became effective February 12, 2004 and we sold 13,489,161
shares  for a total of $544,396 in net proceeds from the investor through August
6,  2004.On  August  9,  2004,  the  agreement  was  terminated by both parties.

 On  August 5, 2004, we entered into an Investment Agreement with Equities First
Holdings  LLC,  also  referred  to  as  an Equity Line of Credit. This agreement
provides  that, following notice to Equities First, we may put to Equities First
up to $5 million in shares of our common stock for a purchase price equal to 94%
of  the  lowest  closing bid price on the Over-the-Counter Bulletin Board of our
common  stock  during  the  five day period following that notice. The number of
shares  that  we  will  be permitted to put pursuant to the Investment Agreement
will  be  either: (A) 200% of the average daily volume in the U.S. market of the
common  stock for the 20 trading days prior to the notice of our put, multiplied
by  the  average of the three daily closing bid prices immediately preceding the
date  of  the  put,  or  (B)  $10,000.  No  single  put  can  exceed $1,000,000.

We  believe  our  Investment Agreement with Equities First will be sufficient to
fund  operations  and  capital  requirements  as presently planned over the next
twelve  months.  We  are  also  pursuing additional funds through either debt or
equity  instruments.  We  may also pursue a working capital line of credit to be
secured  by  assets. However, such funds may not be available on favorable terms
or  at  all.

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.

                           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 seeks
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.  We  have  already  issued  the  shares  to  Mr.  Brazier.

In  March 2004, Mr. Dennis H. Johnston, a former Director and General Counsel of
the  company, filed a lawsuit in the state of California seeking back salary and
stock for his service to the Company. We responded with a motion to strike and a
motion for demurrer. We subpoenaed several individuals, corporations and certain
documentation. In July, Mr. Johnston filed a "Motion to Quash" which was denied.
On  August  3,  2004,  Mr.  Johnston  dismissed  the  lawsuit.

Other than the legal matters disclosed above, we are not aware of any litigation
or  potential  litigation  affecting  us  or  our  assets.

ITEM  2.  CHANGES  IN  SECURITIES.

(a)  Not  Applicable.

(b)  Not  Applicable.

(c)  Recent  Sales  of  Unregistered  Securities

During  the  quarter  ended  September  30,  2004,  we  issued:

ISSUANCE  OF  COMMON  STOCK  FOR  SERVICES.

On July 22, 2004, the Company issued 6,000,000 shares of restricted common stock
in  exchange  for  past  services  valued  at  $60,000.00

On  August  10,  2004,  the Company issued 2,000,000 shares of restricted common
stock  in  exchange  for  past  services  valued  at  $20,000.00

On  August  10,  2004,  the Company issued 1,000,000 shares of restricted common
stock  in  exchange  for  past  services  valued  at  $10,000.00

Valuation  of  common  stock issued for services was based upon the value of the
services  rendered,  which  did not differ materially from the fair value of the
Company's  common  stock  during  the  period  the  services  were  rendered.

SALES  OF  COMMON  STOCK.

On  July 22, 2004, the Company sold 6,000,000 shares of common stock in exchange
for  $60,000.00  to  an  accredited  investor.

On  July  23,  2004, the Company sold 666,667 shares of common stock in exchange
for  $10,000.00  to  an  accredited  investor.

On  August  6, 2004, the Company sold 803,494 shares of common stock in exchange
for  $6,026.00  to  an  accredited  investor

On  August  13,  2004,  the  Company  sold  5,000,000  shares of common stock in
exchange  for  $50,000.00  to  an  accredited  investor

ISSUANCE  OF  SHARES  TO  B2NETWORK,  INC.
------------------------------------------
On  August  10,  2004  the  Company issued 1,000,000 restricted shares of common
stock pursuant to a membership agreement with B2networks, Inc. ("B2network").The
issuance of these shares have been included in the calculation of the membership
purchase  price  of  B2network.

CANCELLATION  OF  COMMON  STOCK During  the quarter  ended  September  30, 2004,
-------------------------------
3,400,000  shares of common stock were cancelled. The original issuance was made
in  lieu  of  payment  for  services  which were not fulfilled. Therefore, these
shares  were  subsequently  cancelled  by  the  company.

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.

(d)  Not  Applicable.

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.

0n July 21 2004, Telecommunication Products, Inc. changed its name to B2Digital,
Inc. With the filing of Articles of Merger with the Delaware Secretary of State,
we  were  re-domiciled  from  Colorado to Delaware, and our number of authorized
common  shares  was  increased  to  500,000,000.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

(a)  Exhibits

Number     Exhibit     Description
------     -------     -----------
1  Agreement  between  the Company and Benchmark Securities, Inc., dated January
16,  2003  (including  the  following exhibits: Exhibit B: Form of Warrant) (the
following  exhibits  have  been  omitted:  Exhibit  A:  Term Sheet) (see below).
2.1  Asset Purchase Agreement between the Company and Omega Funding, Inc., dated
January  20,  2003 (incorporated by reference to Exhibit 1 of the Form 8-K filed
on  January  31,  2003).
2.2  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  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)
3.2  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  Non-Employee  Directors  and Consultants Retainer Stock Plan, dated January
22,  2002  (filed  as an exhibit to the company's Registration Statement on Form
S-8  on  January  29,  2002  and  incorporated  by  reference  herein).
4.2  Employee  Stock Incentive Plan, dated January 22, 2002 (filed as an exhibit
to  the  company's  Registration  Statement  on  Form  S-8  on  January 29, 2002
incorporated  by  reference  herein)
4.3  Amended  and  Restated Stock Incentive Plan (Amendment No, 2),dated June 8,
2004(incorporated  by reference to Exhibit 4.2 of the Form S-8 POS filed on June
8,  2004).
10.1  Employment  Agreement  dated  January  25,  2002,  with  Robert C. Russell
Incorporated  by  reference from 10K in dated March 31, 2002, filed July 1, 2002
10.2  Employment  Agreement  dated  January  25,  2002,  with Dennis H. Johnston
Incorporated  by  reference from 10K in dated March 31, 2002, filed July 1, 2002
10.3  Consulting Agreement between the Company and Herbert Cannon, dated May 27,
2002(  Incorporated  by  reference  to  10KSB  filed  July  25,  2003)
10.4  Consulting  Agreement  between  the  Company  and  Stephen  Boylan,  dated
September  18,  2002  Incorporated  by  reference  to 10KSB filed July 25, 2003)
10.5  Consulting  Agreement  between the Company and Benchmark Securities Group,
Inc.,  dated  January 16, 2003 Incorporated by reference to 10KSB filed July 25,
2003)
10.6 Consulting Agreement between the Company and CSI Partners Ltd. Incorporated
by  reference  to  10KSB  filed  July  25,  2003)
10.7  Acquisition  Agreement  between the Company and Coast Communications, Inc.
dated  March  31,  2003 (Incorporated by reference to 8-K filed April 18, 2003")
10.8  Schedule  1  Employment  Agreements  with  Paul La Barre and Ernest McKay;
(Incorporated  by  reference  to  8-K  filed  April  18,  2003)

10.9  Schedule 2, Promissory notes (Incorporated by reference to 8-K filed April
18,  2003)
10.10  Schedule  3  Security  Agreement  (Incorporated by reference to 8-K filed
April  18,  2003)
10.11  Investment  Agreement  with  Dutchess  Private  Equities  Fund,  LP dated
September 5, 2003. (Incorporated by reference to an 8-K filed September 9, 2003)
10.12  Consulting agreement with Stephen J. Boylan (Incorporated by reference to
an  S-8  filed  on  September  19,  2003)
10.13  Agreement  with  EchoStar  Satellite  Corp.  dated  November  11,  2003
(Incorporated  by  reference  to  a  10-QSB  filed  on  February  23,  2004)
10.14  Consulting  agreement  with  Theodore  Smith  dated  December  16,  2003
(Incorporated  by  reference  to  an  S-8  plan  dated  January  16,  2004)
10.15  Consulting  agreement  with  Blaine  Group  dated  December  16,  2003
(Incorporated  by  reference  to  an  S-8  plan  dated  January  16,  2004)
10.16  Consulting  agreement  with  Geoffrey  Eiten  dated  January  9,  2004
(Incorporated  by  reference  to  an  S-8  plan  dated  January  16,  2004)
10.17  Asset  Purchase  agreement  between  the  Company  and  Eagle  West
Communications, Inc. dated April 3, 2004 (Incorporated by reference to 8-K filed
April  5,  2004)
10.18  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).
10.19  Member  Interest  Purchase  agreement between the company and B2Networks,
Inc.  dated  April  23,  2004  (Incorporated by reference to 8-K filed April 23,
2004).
10.20 Consulting Agreement with Roger Green dated February 4, 2004 (Incorporated
by  reference  to  an  S-8  plan  dated  May  4,  2004).

10.21  Consultant  Agreement  with  Marcia  A.  Pearlstein

10.22  Investment  Agreement  with  Equities  First  Holding,  LLC

10.23  Registration  Rights  Agreement  with  Equities  First  Holding,  LLC

14.1  Code  of  Ethics  (Incorporated by reference to 10KSB filed July 19, 2004)
31.1  Section  302  Certification  of  the  Chief  Executive  Officer.

31.1  Section  302  Certification  of  the  Interim  Chief  Financial  Officer.

32.2  Section 906 Certification of the Chief Executive Officer and Interim Chief
Financial  Officer  (b)  Reports  on  Form  8-K

On August 12, 2004, we filed a report on Form 8-K, reporting under Item 5, Other
Events and Reg. FD Disclosure, that on August 3, 2004, we amended our investment
agreement with B2 Networks,  Inc.  The investment agreement required us to issue
1,666,667  shares of  our  common  stock  and make incremental payments totaling
$500,000  (five  hundred  thousand)  in  exchange  for  20% of B2 Networks.  The
amendment  to this agreement reduced our investment  to  10%  or  110  shares in
exchange  for $200,000 and the issuance of 2,667,000 common shares. To date,  we
have  made  payments  of  $150,000  and  issued  2,667,000  common  shares.

On  July  23,  2004,  we  amended  our  Form 8-K dated April 5, 2004, whereby we
reported that on   April  3,  2004,  we entered into an Asset Purchase Agreement
with  Eagle  West  Communications,  Inc.,  a  Nevada corporation ("Seller"), and
Eagle  West,  LLC.("Operator").  The  Operator  owns  certain  cable  television
systems  serving  communities in Arizona, Nevada and New Mexico.  Seller entered
into  an  asset  purchase  agreement to buy the assets from Operator.  Under the
terms  of  the  Agreement,  we agreed to purchase all of the Seller's assets and
properties  used  in  connection  with  the  operation of this business, with no
assumption  of liabilities. The  terms of the Agreement required us to  pay  the
purchase  price  for  these  assets,  which  is the sum of (a)$100,000,  earnest
money  and  (b)$1,600,000  upon  closing  pending  bankruptcy  court  approval.

On  May  5,  2004 the bankruptcy court approved the Asset Purchase Agreement. On
July  8,  2004,  the  Seller  informed us that the Operator has not yet to  date
met  all  the  terms  and conditions of the contract including delivering assets
free  from  liens  and  liabilities.  We  paid  $100,000  in connection with the
Agreement.

On  August  10,  2004,  the  Seller  and the Company signed a mutual release and
the  Seller  returned  the  $100,000,  earnest  money.

                                   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:   November  16,  2004

B2DIGITAL,  INC.

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

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