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,  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.

                                   Formally Known as


                          TELECOMMUNICATION  PRODUCTS,  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: 96,189,948 shares of common
stock,  With a  par  value of .001  per  share,  as  of  June  30,  2004.


ITEM 1 - FINANCIAL STATEMENTS


  ITEM 1 -- Financial Statements

    Balance Sheets (Unaudited) as of  June 30,  2004.......................... 3

    Statements of Operations (Unaudited) for the Three Months
    Ended  June 30, 2004 and  June 30, 2003....................................4

    Statements of Stockholders' Equity (Unaudited) for the
    Three Months Ended June 30, 2004...........................................5

    Statement of Cash Flows (Unaudited) for the Three Months Ended
     June 30, 2004 and 2003..................................................  6

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


ITEM 1 - FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                B2DIGITAL, INC.
                           BALANCE SHEETS (Unaudited)

<S>                                                       <C>                <C>
                                                       June 30, 2004   March 31, 2004
ASSETS
------

CURRENT ASSETS

Cash                                                      $   10,703        $     1,093
Accounts receivable                                           75,878             60,404
Inventories                                                1,371,366          1,371,366
Escrow for Eagle West acquisition                            100,000
                                                          ------------       ------------
Total current assets                                        1,557,947          1,432,863
                                                          ------------       ------------

PROPERTY AND EQUIPMENT
Net Equipment, net                                            206,227            232,723
                                                          ------------       ------------

Investment in B2Networks, at cost                             200,000
                                                          ------------       ------------


TOTAL ASSETS                                              $ 1,964,174        $1,665,586
                                                          ============       ============

LIABILITIES AND STOCKOLDERS' EQUITY
-----------------------------------
CURRENT LIABILITIES
Accounts payable and accruals:                            $   641,171        $ 532,550
Related party loans payable                                   215,000          215,000
Note payable                                                   20,000
Bond payable                                                   75,000           75,000
                                                          ------------       ------------
Total current Liabilities                                     951,171          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 par value: 50,000,000
shares authorized, 800,000 shares issued;                                       800,000
Common stock no par value: 100,000,000 shares
authorized; 96,189,948 shares issued and outstanding        4,643,220          3,638,451
Accumulated deficit                                        (5,818,895)        (5,034,093)
Stock subscription receivable                                 (50,000)
                                                          ------------       ------------
Total stockholders' equity                                $(1,225,675)       $  (595,642)
                                                          ------------       ------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQIUTY                                      $ 1,964,174        $ 1,665,586
                                                          ============       ============

See notes to financial statements
</TABLE>

                                           3

<PAGE>
<TABLE>
<CAPTION>

                                B2DIGITAL, INC.
                      STATEMENT OF OPERATIONS (Unaudited)
<S>                                        <C>              <C>
Three Months Ended:                          June 30, 2004  June 30, 2003
-------------------                        -------------    --------------

REVENUES                                   $    212,239      $        -0-
                                           -------------     -------------
EXPENSES
Cost of sales                                  86,979        $        -0-
Selling, general and administration           876,482             312,473
Interest                                       33,580              11,100
                                           -------------     -------------
Total expenses                             $  997,041        $    323,573
                                           -------------     -------------
NET INCOME (LOSS)                          $ (784,802)       $   (323,573)
                                           =============     =============
Basic and diluted earnings per share
Net income (loss)                          $    (.010)       $      (.010)
                                           =============     =============

WEIGHTED-AVERAGE COMMON SHARES               84,000,000        33,273,000
OUTSTANDING
See notes to financial statements
</TABLE>
                                       4

<PAGE>

<TABLE>
<CAPTION>
                                B2DIGITAL, INC.
                STATEMENTS OF STOCKHOLDERS DEFICIENCY (Unaudited)
                        THREE MONTHS ENDING JUNE 30, 2004
                      ------------------------------------
                          Common         Common         Preferred       Preferred      Accumulated        Total
                          Stock          Stock          Stock           Stock          Deficit
                          Shares         Amount         Shares          Amount
                       ------------    ------------    ------------    ------------    ------------    ------------
<S>                     <C>            <C>                 <C>         <C>             <C>             <C>
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                          --              --              --              --        (784,802)     (784,802)

Issuance of stock
for B2Network             1,667,000         100,000              --              --              --      100,000

Issuance of stock
for services             12,708,088         527,700              --              --              --      527,700

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


Common stock returned     (4,300,000)             --             --              --              --           --

Issuance of stock
for cash                   9,408,156         277,069             --              --              --      277,069

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

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

BALANCE AT
JUNE 30, 2004            96,189,948     $ 4,643,220               --      $      --     $(5,818,895)  $ (1,175,675)
                        ============    ============    ============    ============    ============    ===========

See notes to financial statements
</TABLE>

                                                         6

<PAGE>
<TABLE>
<CAPTION>
                                B2DIGITAL, INC.
                      STATEMENT OF CASH FLOWS (Unaudited)
                        THREE MONTHS ENDING JUNE 30, 2004
                      ------------------------------------
<S>                                       <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Three Months Ended:                         June 30, 2004       June 30, 2003
-----------------                         ------------------  ------------------

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)                            $ (784,802)        $ (323,573)
Adjustments to reconcile net income to
net cash provided by operating activities

Depreciation                                      28,656             1,731
Stock issued for services                        527,700           246,000
(Increase) decrease in
accounts receivable                             (15,474)
Increase (decrease) in accrued expenses
and accounts payable                             108,621             52,342
                                              ----------          ----------
Total cash (used) provided by
operating activities                          $ (135,299)          $(23,550)

CASH FROM INVESTING
ACTIVITIES
Payment toward Acquisition
 of Home Movie Network                                              (75,000)
Payment for B2Networks                          (100,000)                --
Escrow for Eagle West                           (100,000)
Purchase of equipment                             (2,160)
                                              ----------          ----------
Total cash (used) provided by
operating activities                          $ (202,160)          $(75,000)

CASH FROM FINANCING
ACTIVITIES
Issuance of common stock                        327,069              98,500
Increase in notes payable                        20,000
                                              ----------          ----------
Total cash provided by
Financing activities                          $   347,069           $ 98,500

Increase in cash                              $     9,610           $      0

Beginning cash balance                        $     1,093                   0
                                              ----------          ----------
Ending cash balance                           $    10,703           $        0
                                              ----------          ----------

SUPPLEMENTAL SCHEDULE OF NON-CASH AND INVESTING ACTIVITIES
Preferred stock converted notes payable        $800,000
Issuance of shares for Compensation            $527,700
Issuance of shares for B2Network               $100,000             $

See notes to financial statements
</TABLE>
                                       7

                                 B2DIGITAL,INC.
                    NOTES TO FINANCIAL STATEMENTS (Unaudited)
                                  June 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. With the filing of Articles
of  Merger  with the Delaware Secretary of State the Registrant was re domiciled
from  Colorado  to  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  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 March 31, 2004 and 2003 were filed on July 19, 2004
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,  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-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,  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 June 30, 2004, there was an accumulated deficit of
$5,818,895  and  a  net  stockholders'  deficiency of $1,275,675. 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 the Company acquired twenty percent of
B2Network.  The  acquisition  has  been recorded as a purchase.  The Company has
paid  $100,000 and issued 1,667,000 shares value at $100,000.  B2network did not
have  significant  operations  during  the  quarter  ended  June  30,  2004.

4.  STOCKHOLDERS'  EQUITY

Equity
------

During  the three months ended June 30, 2004, the Company issued common stock as
follows:

Issuance  of  Common  Stock  for  Services.
--------------------------------------

9,850,000  shares  of  its  common  stock  registered  under Form S-8 to various
consultants  and  Legal  counsel  for  current  and  future  services.

2,140,000  restricted  shares  of  its  common  stock to various consultants for
current  and  future  services.

718,088  shares  of  its  restricted shares of common stock to two employees for
Past  services.

Sale  of  Common  Stock.
--------------------

9,408,156  shares of its common an investor for an aggregate amount of $277,069.

2,000,000  shares  of common stock to an investor for an aggregate $100,000 ( at
$0.05  per  share).

As  of June 30, 2004,  the Company has  outstanding  subscription  receivable of
$50,000  related  to  an  unpaid  amount  for  the  exercise  of  options.


Issuance  of  Shares  to  B2network,  Inc.
------------------------------------------

1,667,000  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
----------------------------

4,300,000  shares  of common stock were cancelled the original issuance was made
in  error  therefore  was  subsequently  cancelled  by  the  Company.

Conversion  of  Preferred  Stock  to  Note  Payable

800,000  shares  of  preferred  stock  owned  by the Company's president and CEO
Robert  Russell  were  converted  to a note payable.  Mr. Russell had previously
converted  the  note payable into the preferred stock.  The conversion back to a
note  payable  reverts  the  capital  back  to  its  previous  condition.

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
months  ended  June  30, 2004 and June 30, 2003. The following discussion should
be  read  in  conjunction  with  our  financial statements and the notes thereto
included  herewith.

THREE  MONTHS  PERIOD ENDED JUNE 30, 2004 AS COMPARED TO THREE MONTHS ENDED JUNE
30,  2003

RESULTS  OF  OPERATIONS

NET  REVENUE

We  generated  consolidated  net revenues of $212,239 for the three month period
ended  June  30,  2004,  as  compared  to  $0  for  the three month period ended
June  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  REVENUE
-----------------
We incurred Cost of Revenue of $86,979.for the three month period ended June 30,
2004,  as compared to $0for the three month period ended June 30, 2003. Our Cost
of Revenue increase for this quarter when compared to the same quarter last year
is  due  to  the  acquisition  of  Hotel  Movie  Network.

GROSS  PROFIT
-------------
We  generated gross profit of $125,260 for the three month period ended June 30,
2004,  as  compared  to  $0  for  the  three  month  period ended June 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.

GENERAL,  ADMINISTRATIVE  AND  SELLING  EXPENSES
------------------------------------------------
We  incurred costs of $876,482 for the three month period ended June 30, 2004 as
compared  to  $312,473  for  the  three  month  period  ended  June  30,  2003,
respectively. General, Administrative and Selling Expenses in the current period
increased  is  due  to  the  increase  in  professional  and  consulting  fees

NET  INCOME  (LOSS)
---------
We  had  a loss before taxes of $(784,802) for the three month period ended June
30, 2004 as compared to An income of $(323,573) for the three month period ended
June 30, 2003. The increase in loss is due to 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
June  30,  2004  was  $(.010)  which  was the same for the period ended June 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
$951,171  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 have entered into an Investment Agreement with Dutchess Private Equities Fund
L.P.,  also  referred  to  as an Equity Line of Credit.  This agreement provides
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
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.

The  equity  agreement  became  effective February 12, 2004 and the Company sold
12,019,000  shares  for  a  total  of $528,370 in net proceeds from the investor
through  June  30, 2004 the remaining Amount available under the put at June 30,
2004  was  $4,471,630.  On  August 9, 2004. The agreement was terminated by both
parties  the  Company  and  we  have  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  96%  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. Krushenski 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 Krushenski in the amount of $135,000. The Company has
offered  payments  of  $5,000  per  month  until  the  debt  is  settled.

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. Bazier
$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
filed  a  lawsuit in the state of California seeking back salaries 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  law  suit.
..


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)  During  the  quarter  ended  June  30  2004,  we  issued:

Issuance  of  Common  Stock  for  Services.
--------------------------------------

9,850,000  shares  of  its  common  stock  registered  under Form S-8 to various
consultants  and  Legal  counsel  for  current  and  future  services.

2,140,000  restricted  shares  of  its  common  stock to various consultants for
current  and  future  services.

718,088  shares  of its  restricted  shares of common stock to two employees for
Past  services.

Sale  of  Common  Stock.
--------------------

9,408,156  shares of its common an investor for an aggregate amount of $277,069.

2,000,000  shares  of common stock to an investor for an aggregate $100,000 ( at
$0.05  per  share).

As  of June 30, 2004,  the Company has  outstanding  subscription  receivable of
$50,000  related  to  an unpaid amount for sales of common stock and exercise of
options  and  warrants.


Issuance  of  Shares  to  B2network,  Inc.
------------------------------------------

1,667,000  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
----------------------------
4,300,000  shares  of common stock were cancelled the original issuance was made
in  error  therefore  was  subsequently  cancelled  by  the  Company.

Conversion  of  Preferred  Stock  to  Note  Payable
----------------------------
800,000  shares  of  preferred  stock  owned  by the Company's president and CEO
Robert  Russell  were  converted  to  a  note payable. Mr Russell had previously
converted  the  note payable into the preferred stock.  The conversion back to a
note  payable  reverts  the  capital  back  to  its  previous  condition.


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
the  Registrant  was  re-domiciled  from Colorado to Delaware, and its number of
authorized  common  shares  was  increased  to  500,000,000

Item  6.  Exhibits  and  Reports  on  Form  8-K.

(a)  Exhibits


EXHIBIT  NO.  DESCRIPTION
                             -----------------------

Number  Exhibit  Description
1    Agreement  between  the  Registrant  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 Registrant 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 Registrant 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 and
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).
     incorporated  by  reference  herein)
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 Registrant and Herbert Cannon, dated May
     27,  2002
10.4 Consulting  Agreement  between  the  Registrant  and  Stephen Boylan, dated
     September  18,  2002  (incorporated  by  reference  to  Exhibit
10.5 Consulting Agreement between the Registrant and Benchmark Securities Group,
     Inc.,  dated  January  16,  2003
10.6 Consulting  Agreement  between  the  Registrant  and  CSI  Partners  Ltd.
10.7 Acquisition Agreement between the Registrant 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 and  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  Registrant  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 Registrant 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 Registrant 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.
14.1  Code of Ethics "Incorporated by reference to 10KSB filed June 19 2004
31.1  Section  302  Certification  of  the  Chief  Executive  Officer.

31.1  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



                                   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  23,  2004

B2DIGITAL,INC.

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

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