**SECURITIES
      AND EXCHANGE COMMISSION**




Washington,
      D.C. 20549





**FORM
      10-QSB**





|X|
      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
      ACT OF 1934





**For
      the quarterly period ended September 30, 2007**





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.)








4425
      Ventura Canyon Ave., Suite 105


Sherman
      Oaks, CA 91423 (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
      by checkmark whether the registrant is a shell company (as defined in Rule
      12b-2
      of the Exchange Act). Yes ____ No [X]





Indicate
      the number of shares outstanding of each of the issuer's classes of common
      equity, as of the latest practicable date: 169,373,971 shares of common stock,
      with a par value of $.00001 per share, as of September 30, 2007.








PART
      I-
      FINANCIAL INFORMATION








ITEM
      1 -
      FINANCIAL STATEMENTS





Balance
      Sheets as of September 30, 2007 (Unaudited) and March 31,
      2007................................................ 4





Statements
      of Operations (Unaudited) for the Three and Six Months Ended


September
      30, 2007 and September 30,
      2006..........................................................................................
      6





Statement
      of Cash Flows (Unaudited) for the Six Months Ended


September
      30, 2007 and September 30,
      2006.............................................................................................
      7





Notes
      to
      Financial Statements
      (Unaudited)...................................................................................................
      8








**B2
      DIGITAL, INCORPORATED**








**FINANCIAL
      STATEMENTS**








**September
      30, 2007 and March 31, 2007**








**B2
                  DIGITAL, INCORPORATED**Balance
                  SheetsASSETSSeptember
                    30,2007
              
              
              March
                31, 2007CURRENT
                  ASSETS
              
              
              
              (Unaudited)Cash
              
              
              $
              14,847
              
              $
              140,135Accounts
                  receivable
              
              
              
              26,300
              
              
              32,573Total
                  Current Assets
              
              
              
              41,147
              
              
              172,708PROPERTY
                  AND EQUIPMENTHotel
                  equipment
              
              
              
              150,000
              
              
              150,000Office
                  furniture and equipment
              
              
              
              955,226
              
              
              955,226Less:
                  accumulated depreciation
              
              
              
              (1,057,726
              
              
              (1,030,226Total
                  Property and Equipment
              
              
              
              47,500
              
              
              75,000OTHER
                  ASSETSDeposits
              
              
              
              50,000
              
              
              50,000Other
                  assets
              
              
              
              200,000
              
              
              200,000Total
                  Other Assets
              
              
              
              250,000
              
              
              250,000TOTAL
                  ASSETS
              
              
              $
              338,647
              
              $
              497,708The
                  accompanying notes are an integral part of these financial
                  statements.2





**B2
                  DIGITAL, INCORPORATED**Balance
                  SheetsLIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)September
                  30,
              
              
              March
                  31,2007
              
              
              2007(Unaudited)CURRENT
                  LIABILITIESAccounts
                  payable and accrued expenses
              
              $
              485,981
              
              $
              482,344Related
                  party loans payable
              
              
              14,500
              
              
              14,500Notes
                  payable
              
              
              120,000
              
              
              120,000Bonds
                  payable
              
              
              71,250
              
              
              71,250Total
                  Current Liabilities
              
              
              691,731
              
              
              688,094LONG-TERM
                  LIABILITIESConvertible
                  notes payable
              
              
              462,500
              
              
              662,500Note
                  payable related party
              
              
              800,000
              
              
              800,000Total
                  Long Term Liabilities
              
              
              1,262,500
              
              
              1,462,500TOTAL
                  LIABILITIES
              
              
              1,954,231
              
              
              2,150,594STOCKHOLDERS'
                  EQUITY (DEFICIT)Preferred
                  stock Series A ;$0.00001 par value;2,000,000
                  shares authorized; 1,700,000 shares
              
              
              -
              
              
              -issued
                  and outstandingPreferred
                  stock Series B ;$0.00001 par value;40,000,000
                  shares authorized; 2,000,000 shares
              
              
              -
              
              
              -issued
                  and outstandingCommon
                  stock; $0.00001 par value; 5,000,000,000shares
                  authorized; 1,493,971 shares issued and169,373,971
                  and, 144,373,971 shares issued andoutstanding,
                  respectively
              
              
              1,694
              
              
              1,444Additional
                  paid-in capital
              
              
              11,391,096
              
              
              11,059,316Stock
                  subscriptions receivable
              
              
              (274,501
              
              
              (324,382
              )Accumulated
                  deficit
              
              
              (12,733,873
              
              
              (12,389,264
              )Total
                  Stockholders' Equity (Deficit)
              
              
              (1,615,584
              
              
              (1,652,886
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS'EQUITY
                  (DEFICIT)
              
              $
              338,647
              
              $
              497,708The
                  accompanying notes are an integral part of these financial
                  statements.3




**B2
                  DIGITAL,
                  INCORPORATED**Statements
                  of Operations
                  (Unaudited)For
                  the Three
              
              For
                  the SixMonths
                  Ended
              
              Months
                  EndedSeptember
                  30,
              
              September
                  30,2007
              
              
              2006
              
              
              2007
              
              
              2006REVENUES
              
              $
              43,969
              
              $
              92,958
              
              $
              101,402
              
              $
              177,316COST
                  OF SALES
              
              
              14,545
              
              
              43,249
              
              
              43,823
              
              
              81,404GROSS
                  PROFIT
              
              
              29,424
              
              
              49,709
              
              
              57,579
              
              
              95,912EXPENSESGeneral
                  and administrative
              
              
              111,839
              
              
              286,971
              
              
              332,278
              
              
              686,777Bad
                  debts
              
              
              36,509
              
              
              -
              
              
              43,310
              
              
              40,000Total
                  Expenses
              
              
              148,348
              
              
              286,971
              
              
              375,588
              
              
              726,777OPERATING
                  LOSS
              
              
              (118,924
              )
              
              (237,262
              )
              
              (318,009
              )
              
              (630,865OTHER
                  EXPENSESInterest
                  expense
              
              
              (13,300
              )
              
              (18,750
              )
              
              (26,600
              )
              
              (38,500Total
                  Other Expenses
              
              
              (13,300
              )
              
              (18,750
              )
              
              (26,600
              )
              
              (38,500NET
                  LOSS
              
              $
              (132,224
              )
              $
              (256,012
              )
              $
              (344,609
              )
              $
              (669,365BASIC
                  LOSS PERSHARE
              
              $
              (0.00
              )
              $
              (0.01
              )
              $
              (0.00
              )
              $
              (0.03WEIGHTED
                  AVERAGENUMBER
                  OF SHARESOUTSTANDING
              
              
              156,873,971
              
              
              39,172,825
              
              
              156,873,971
              
              
              26,604,440The
                  accompanying notes are an integral part of these financial
                  statements.4


**B2
                  DIGITAL, INCORPORATED**Statements
                  of Cash Flows (Unaudited)For
                  the SixMonths
                  Ended,
              
              September
                  30,2006CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              
              
              $
              (344,609
              )
              $
              (669,365
              )Adjustments
                  to reconcile net loss to net cashprovided
                  (used) by operating activities:Depreciation
              
              
              
              27,500
              
              
              10,657Bad
                  debt expense
              
              
              
              43,310
              
              
              40,000Common
                  stock issued for services
              
              
              
              -
              
              
              137,910Changes
                  in operating assets and liabilitiesIncrease
                  in accounts receivable
              
              
              
              (37,037
              )
              
              (6,771
              )Increase
                  in inventory
              
              
              
              -
              
              
              -Increase
                  in prepaid expenses
              
              
              
              -
              
              
              -Increase
                  (decrease) in accounts payable
              
              
              
              3,637
              
              
              238,664Net
                  Cash Used by Operating Activities
              
              
              
              (307,199
              )
              
              (248,905
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES
              
              
              
              -
              
              
              -CASH
                  FLOWS FROM FINANCING ACTIVITIESCash
                  received on subscriptions receivable
              
              
              
              49,881
              
              
              (23,955
              )Cash
                  paid on note payable
              
              
              
              -
              
              
              -Sale
                  of common stock for cash
              
              
              
              132,030
              
              
              478,055Net
                  Cash Provided (Used) byFinancing
                  Activities
              
              
              
              181,911
              
              
              454,100NET
                  DECREASE IN CASH
              
              
              
              (125,288
              )
              
              205,195CASH
                  AT BEGINNING OF PERIOD
              
              
              
              140,135
              
              
              8,203CASH
                  AT END OF PERIOD
              
              
              $
              14,847
              
              $
              213,398SUPPLIMENTAL
                  DISCLOSURES OFCASH
                  FLOW INFORMATIONCASH
                  PAID FOR:Interest
              
              
              $
              -
              
              $
              -Income
                  Taxes
              
              
              $
              -
              
              $
              -SUPPLIMENTAL
                  SCHEDULE OF NON-CASH ANDINVESTING
                  ACTIVITIESCommon
                  stock issued for services
              
              
              $
              -
              
              $
              90,000Common
                  stock issued for debt
              
              
              $
              200,000
              
              $
              100,000The
                  accompanying notes are an integral part of these financial
                  statements.5





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, 2007 and 2006. The following discussion should be
      read in conjunction with our financial statements and the notes thereto included
      herewith.





THREE
      MONTHS PERIOD ENDED SEPTEMBER 30, 2007 AS COMPARED TO THREE MONTHS ENDED
      SEPTEMBER 30, 2006





RESULTS
      OF OPERATIONS





NET
      REVENUE





We
      generated consolidated net revenues of $43,969 for the three month period ended
      September 30, 2007, as compared to $92,958 for the three month period ended
      September 30, 2006. The decrease in revenues for this quarter when compared
      to
      the same quarter last year is due primarily to the loss of one client of Hotel
      Movie Network.





COST
      OF
      SALES





We
      incurred Cost of Sales of $14,545 for the three month period ended September
      30,
      2007, as compared to $43,249 for the three month period ended September 30,
      2006. Our cost of sales decreased for this quarter when compared to the same
      quarter last year due primarily to the loss of one client of Hotel Movie
      Network.





GROSS
      PROFIT





We
      generated gross profit of $29,424 for the three month period ended September
      30,
      2007, as compared to $49,709 for the three month period ended September 30,
      2006. The decrease in gross profit for this quarter when compared to the same
      quarter last year is due primarily to decreased sales and cost of sales,
      partially offset by a decrease in programming costs.




GENERAL,
      ADMINISTRATIVE AND SELLING EXPENSES





We
      incurred general and administrative costs of $111,839 for the three month period
      ended September 30, 2007 as compared to $286,971 for the three month period
      ended September 30, 2006, respectively. General and administrative expenses
      in
      the current period increased due to primarily to fees incurred through the
      issuance of common stock for professional and consulting fees.





NET
      INCOME (LOSS)





We
      had a
      loss before taxes of $132,224 for the three month period ended September 30,
      2007 as compared to a loss before taxes of $256,012 for the three month period
      ended September 30, 2006. The decrease in loss is due primarily to a decrease
      in
      professional fees, some of which were paid for in the form of common stock
      during the 2006 period.





BASIC
      AND
      DILUTED INCOME (LOSS) PER SHARE





Our
      basic
      and diluted income (loss) per share for the three month period ended September
      30, 2007 was $(0.00), compared a loss per share of ($0.01) during the
      corresponding period ended September 30, 2006.




SIX
      MONTHS PERIOD ENDED SEPTEMBER 30, 2007 AS COMPARED TO SIX MONTHS ENDED SEPTEMBER
      30, 2006





RESULTS
      OF OPERATIONS





NET
      REVENUE





We
      generated consolidated net revenues of $101,402 for the six month period ended
      September 30, 2007, as compared to $177,316 for the six month period ended
      September 30, 2006. The decrease in revenues for this quarter when compared
      to
      the same quarter last year is due primarily to the loss of one client of Hotel
      Movie Network.





COST
      OF
      SALES





We
      incurred Cost of Sales of $43,823 for the six month period ended September
      30,
      2007, as compared to $81,404 for the six month period ended September 30, 2006.
      Our cost of sales decreased for this quarter when compared to the same quarter
      last year due primarily to the loss of one client of Hotel Movie Network.





GROSS
      PROFIT





We
      generated gross profit of $57,579 for the six month period ended September
      30,
      2007, as compared to $95,912 for the six month period ended September 30, 2006.
      The decrease in gross profit for this quarter when compared to the same quarter
      last year is due primarily to decreased sales and cost of sales, partially
      offset by a decrease in programming costs.




GENERAL,
      ADMINISTRATIVE AND SELLING EXPENSES





We
      incurred general and administrative costs of $332,278 for the six month period
      ended September 30, 2007 as compared to $686,777 for the six month period ended
      September 30, 2006, respectively. General and administrative expenses in the
      current period increased due to primarily to fees incurred through the issuance
      of common stock for professional and consulting fees.





NET
      INCOME (LOSS)





We
      had a
      loss before taxes of $344,609 for the six month period ended September 30,
      2007
      as compared to a loss before taxes of $669,365 for the six month period ended
      September 30, 2006. The decrease in loss is due primarily to a decrease in
      professional fees, some of which were paid for in the form of common stock
      during the 2006 period.





BASIC
      AND
      DILUTED INCOME (LOSS) PER SHARE





Our
      basic
      and diluted income (loss) per share for the six month period ended September
      30,
      2007 was $(0.00), compared a loss per share of ($0.03) during the corresponding
      period ended September 30, 2006.





LIQUIDITY
      AND CAPITAL RESOURCES





Our
      independent auditor has issued a "going concern" qualification as part of its
      opinion in the Audit Report for the year ended March 31, 2007. We do not
      currently have sufficient capital to meet our short-term cash requirements.
      We
      will continue to need to raise additional funds to conduct our business
      activities in the next twelve months. We owe approximately $691,731 in current
      liabilities. Additionally, we currently estimate that we will need approximately
      $1,000,000 to continue operations through the end of the fiscal year 2007.
      These
      operating costs include general and administrative expenses and the deployment
      of inventory .The Company is raising funds through the sale of its common stock
      and is the process of preferred stock offering.





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.





Not
      applicable




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





During
      the period ended September 30, 2007 the Company issued 20,000,000 shares of
      common stock to various non-U.S. investors for $132,030 in cash. As of June
      30,
      2007 the Company has not received the funds, and this amount has been recorded
      as a subscription receivable. In addition, the Company issued 5,000,000 shares
      of common stock to a related party as a partial payment of outstanding
      debt.




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.





During
      the period ending September 30 2007, the Company entered into an Asset Purchase
      Agreement (the “Agreement”) with Eagle West Communications, Inc., a Nevada
      corporation and Arizona based cable provider (“Eagle West”). Pursuant to the
      Agreement, the Company agreed to purchase from Eagle West substantially all
      of
      the assets relating to the operation of five cable franchises in North Eastern
      Arizona. In consideration for the assets purchased under the Agreement, the
      Company agreed to pay Eagle West a total of $1,200,000 as follows: $100,000
      as
      an earnest money deposit due within five days of the execution of the Agreement
      and payable against certain debt of Eagle West; 2,500,000 shares of restricted
      common stock of the Company valued at $.20 per share (the “Shares”); and a
      $600,000 convertible promissory note (the “Note”). The Note bears interest of
      7.5% until due at the end of one year and is convertible into common stock
      of
      the Company at $0.20 per share. The Note is secured by the assets purchased
      under the Agreement. This Agreement was consummated on October 1,
      2007.





Item
      6.
      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
      (incorporated by reference to Form 10-KSB for March 31, 2005)





3.1(d) Certificate of Amendment to Certificate of Incorporation (incorporated
      by
      reference from Schedule 14C filed November 28, 2005)





3.1(e) Certificate
      of Amendment to Certificate of Incorporation (i ncorporated
      by reference from Form 8-K filed June 16, 2005)





3.1(f) Certificate of Designation of Series B Convertible Preferred Stock
      (incorporated by reference from Form 10-KSB filed July 14, 2006)





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).





4.2 August 2005 Non-Qualified Stock Compensation Plan (filed as Exhibit 10.1
      to
      the Company's Form S-8 filed on August 19, 2005 and incorporated by
      reference)





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





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





10.3 Employment Agreement with Paul La Barre (Filed as Exhibit 10.2 and
      incorporated by reference to Form 8-K filed October 4, 2005).





10.4  Trust
      Agreement (incorporated
      by reference from Form 10-KSB filed July 14, 2006)





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














SIGNATURES





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





Dated
      November 21, 2007





B2DIGITAL,
      INCORPORATED





By:
      /s/
      Robert Russell





-----------------------------------------


Robert
      Russell, President, Chief Executive Officer





/s/
      Marcia Pearlstein


-----------------------------------------


Marcia
      Pearlstein, Secretary and Interim Chief Financial Officer





**Exhibit
      31.1**





**CERTIFICATION
      PURSUANT TO SECTION 302**


**OF
      THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)**





I,
      Robert
      Russell, Chief Executive Officer of the registrant, certify that:





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





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-15(e) and 15d-15(e)) 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 of 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 control over
      financial reporting.





Date:
      November 21, 2007 /s/ Robert Russell


-----------------------


Robert
      Russell


Chief
      Executive Officer








**Exhibit
      31.2**





**CERTIFICATION
      PURSUANT TO SECTION 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,
      Incorporated.





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-15(e) and 15d-15(e)) 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 control over
      financial reporting.





Date:
      November 21, 2007 /s/ Marcia Pearlstein


-------------------------------


Marcia
      Pearlstein


Interim
      Chief Financial Officer





**Exhibit
      32.1**





**CERTIFICATION
      PURSUANT TO**


**18
      U.S.C. SECTION 1350,**


**AS
      ADOPTED PURSUANT TO**





**SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002**





In
      connection with the Quarterly Report of B2Digital, Incorporated, (the "Company")
      on Form 10-QSB for the period ended September 30, 2007, as filed with the
      Securities and Exchange Commission on the date hereof (the "Report"), I, Robert
      Russell, Chief Executive Officer and Marcia Pearlstein, Interim Chief Financial
      Officer, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:





(1)
      The
      Report fully complies with the requirements of Section 13(a) or 15(d) of the
      Securities Exchange Act of 1934; and





(2)
      The
      information contained in the Report fairly presents, in all material respects,
      the financial condition and results of operations of the Company.





/s/
      Robert Russell


-------------------------------------


Robert
      Russell


Chief
      Executive Officer





/s/
      Marcia Pearlstein


-------------------------------------


Marcia
      Pearlstein


Interim
      Chief Financial Officer





Dated:
      November 21, 2007





The
      foregoing certification is being furnished solely pursuant to Section 906 of
      the
      Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United
      States Code) and is not being filed as part of the Report or as a separate
      disclosure document.