Exhibit 31.2

                            CERTIFICATION  PURSUANT  TO
                  SECTION  302  OF  THE  SARBANES-OXLEY  ACT  OF  2002
                            (18  U.S.C.  SECTION  1350)

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

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

     2.     Based  on  my  knowledge, this quarterly 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
quarterly  report;

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

     4.     The registrant's other certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  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  registrant, 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  registrant'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 registrant's internal control over
financial  reporting  that  occurred  during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that  has materially affected, or is reasonably likely to materially affect, the
registrant's  internal  control  over  financial  reporting;  and

     5.     The  registrant's  other  certifying  officers and I have disclosed,
based  on our most recent evaluation, to the registrant's auditors and the audit
committee  of  registrant'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  registrant'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 registrant's internal
controls.

Date:  August  23,  2004                /s/  Marcia  Pearlstein
                                         ---------------------
                                             Marcia  Pearlstein
                                             Interim  Chief  Financial  Officer