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 June 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 June 30, 2007.












PART
      I-
      FINANCIAL INFORMATION








ITEM
      1 -
      FINANCIAL STATEMENTS





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





Statements
      of Operations (Unaudited) for the Three Months Ended


June
      30,
      2007 and June 30,
      2006.....................................................................................................................................................
      6





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


June
      30,
      2007 and June 30,
      2006..............................................................................................................................................................
      7





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










**B2
      DIGITAL, INCORPORATED**








**FINANCIAL
      STATEMENTS**








**June
      30, 2007 and March 31, 2007**











**B2
                  DIGITAL, INCORPORATED**Balance
                  SheetsASSETSJune
                  30,
              
              
              March
                  31,2007
              
              
              2007(Unaudited)CURRENT
                  ASSETSCash
              
              
              $
              4,921
              
              
              140,135Accounts
                  receivable
              
              
              
              19,543
              
              
              32,573Total
                  Current Assets
              
              
              
              24,464
              
              
              172,708PROPERTY
                  AND EQUIPMENTHotel
                  equipment
              
              
              
              150,000
              
              
              150,000Office
                  furniture and equipment
              
              
              
              955,226
              
              
              955,226Less:
                  accumulated depreciation
              
              
              
              (1,037,726
              )
              
              (1,030,226
              )Total
                  Property and Equipment
              
              
              
              67,500
              
              
              75,000OTHER
                  ASSETSDeposits
              
              
              
              50,000
              
              
              50,000Other
                  assets
              
              
              
              200,000
              
              
              200,000Total
                  Other Assets
              
              
              
              250,000
              
              
              250,000TOTAL
                  ASSETS
              
              
              $
              341,964
              
              
              497,708The
                  accompanying notes are an integral part of these financial
                  statements.2




**B2
                  DIGITAL, INCORPORATED**Balance
                  SheetsLIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)June
                  30,
              
              
              March
                  31,2007
              
              
              2007(Unaudited)CURRENT
                  LIABILITIESAccounts
                  payable and accrued expenses
              $
              417,863
              
              $
              482,344Related
                  party loans payable
              
              14,500
              
              
              14,500Notes
                  payable
              
              120,000
              
              
              120,000Bonds
                  payable
              
              71,250
              
              
              71,250Total
                  Current Liabilities
              
              623,613
              
              
              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
              
              1,886,113
              
              
              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; 12,000,000 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
              
              (335,290
              )
              
              (324,382
              )Accumulated
                  deficit
              
              (12,601,649
              )
              
              (12,389,264
              )Total
                  Stockholders' Equity (Deficit)
              
              (1,544,149
              )
              
              (1,652,886
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS'EQUITY
                  (DEFICIT)
              $
              341,964
              
              $
              497,708The
                  accompanying notes are an integral part of these financial
                  statements.3











**B2
                  DIGITAL, INCORPORATED**Statements
                  of Operations (Unaudited)For
                  the Three Months
                  EndedJune
                  30,2007
              
              
              2006REVENUES
              $
              57,433
              
              $
              84,358COST
                  OF SALES
              
              29,278
              
              
              38,155GROSS
                  PROFIT
              
              28,155
              
              
              46,203EXPENSESGeneral
                  and administrative
              
              220,439
              
              
              399,806Bad
                  debts
              
              6,801
              
              
              40,000Total
                  Expenses
              
              227,240
              
              
              439,806OPERATING
                  LOSS
              
              (199,085
              )
              
              (393,603
              )OTHER
                  INCOME (EXPENSES)Interest
                  expense
              
              (13,300
              )
              
              (19,750
              )Total
                  Other Income (Expense)
              
              (13,300
              )
              
              (19,750
              )NET
                  LOSS
              $
              (212,385
              )
              $
              (413,353
              )BASIC
                  LOSS PER SHARE
              $
              (0.00
              )
              $
              (0.03
              )WEIGHTED
                  AVERAGE NUMBEROF
                  SHARES OUTSTANDING
              
              156,873,971
              
              
              15,441,814The
                  accompanying notes are an integral part of these financial
                  statements.4








**B2
                  DIGITAL, INCORPORATED**Statements
                  of Cash Flows (Unaudited)For
                  the Three Months
                  EndedJune
                  30,2007
              
              
              2006CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              $
              (212,385
              )
              $
              (413,353
              )Adjustments
                  to reconcile net loss to net cashprovided
                  (used) by operating activities:Depreciation
              
              7,500
              
              
              5,357Bad
                  debt expense
              
              0
              
              
              40,000Common
                  stock issued for services
              
              0
              
              
              90,000Changes
                  in operating assets and liabilitiesIncrease
                  in accounts receivable
              
              13,030
              
              
              (4,358
              )Increase
                  in inventory
              
              -
              
              
              -Increase
                  in prepaid expenses
              
              -
              
              
              -Increase
                  (decrease) in accounts payable
              
              (64,481
              )
              
              185,896Net
                  Cash Used by Operating Activities
              
              (256,336
              )
              
              (96,458
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES
              
              -
              
              
              -CASH
                  FLOWS FROM FINANCING ACTIVITIESCash
                  received on subscriptions receivable
              
              121,122
              
              
              -Cash
                  paid on note payable
              
              -
              
              
              -Sale
                  of common stock for cash
              
              -
              
              
              92,621Net
                  Cash Provided (Used) byFinancing
                  Activities
              
              121,122
              
              
              92,621NET
                  DECREASE IN CASH
              
              (135,214
              )
              
              (3,837
              )CASH
                  AT BEGINNING OF PERIOD
              
              140,135
              
              
              8,203CASH
                  AT END OF PERIOD
              $
              4,921
              
              $
              4,366SUPPLIMENTAL
                  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
              
              $
              -The
                  accompanying notes are an integral part of these financial
                  statements.5




NOTE
        1 - CONDENSED
        FINANCIAL STATEMENTS
 
 The
        accompanying financial statements have been prepared by the Company without
        audit. In the opinion of management, all adjustments (which include only
        normal
        recurring adjustments) necessary to present fairly the financial position,
        results of operations and cash flows at June 30, 2007 and 2006 and for all
        periods presented have been made.
 
 Certain
        information and footnote disclosures normally included in financial statements
        prepared in accordance with accounting principles generally accepted in the
        United States of America have been condensed or omitted. It is suggested
        that
        these condensed financial statements be read in conjunction with the financial
        statements and notes thereto included in the Company's March 31, 2007 audited
        financial statements. The results of operations for the periods ended June
        30,
        2007 and 2006 are not necessarily indicative of the operating results for
        the
        full years.
 
 NOTE
        2 -
        GOING CONCERN
 
 The
        Company's financial statements are prepared using generally accepted accounting
        principles applicable to a going concern which contemplates the realization
        of
        assets and liquidation of liabilities in the normal course of business. The
        Company has incurred losses from operations which have resulted in an
        accumulated deficit of $12,601,649 at June 30, 2007, which together raises
        substantial doubt about the Company's ability to continue as a going concern.
        The accompanying financial statements do not include any adjustments relating
        to
        the recoverability and classification of asset carrying amounts or the amount
        and classification of liabilities that might result from the outcome of this
        uncertainty. Management believes that the Company will generate sufficient
        revenue and commissions through its licensing agreements and hotel pay-per-view
        to cover operating expenses in the future, although no assurance of this
        can be
        given.
 
 NOTE
        3 -
        SIGNIFICANT EVENTS
 
 During
        the period ended June 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.
  NOTE
        4 - SUBSEQUENT
        EVENT
 
 During
        the period ending June 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 July 1,
        2007.




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, 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 JUNE 30, 2007 AS COMPARED TO THREE MONTHS ENDED JUNE 30,
      2006





RESULTS
      OF OPERATIONS





NET
      REVENUE





We
      generated consolidated net revenues of $57,433 for the three month period ended
      June 30, 2007, as compared to $84,358 for the three month period ended June
      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 $29,278 for the three month period ended June 30,
      2007, as compared to $38,155 for the three month period ended June 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 $28,155 for the three month period ended June 30,
      2007, as compared to $46,203 for the three month period ended June 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 $220,439 for the three month period
      ended June 30, 2007 as compared to $399,806 for the three month period ended
      June 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 $221,385 for the three month period ended June 30, 2007
      as
      compared to a loss before taxes of $413,353 for the three month period ended
      June 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 June 30,
      2007 was $(0.00), compared a loss per share of ($0.03) during the corresponding
      period ended June 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 $758,613 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.





In
        July
        2003, we were served with a lawsuit from William B. Krusheski in United States
        District Court for Southern District of California. The complaint sought
        in
        excess of $75,000 on a note allegedly due and $135,000 in other compensatory
        damages. In June 2004, the county court of San Diego, California awarded
        a
        default judgment in favor of Mr. Krusheski in the amount of $135,000. The
        company has offered payments of $5,000 per month until the debt is settled.
        We
        have to date had no response or contact from Mr. Krusheski.
  In
        July
        2006, we were advised that Golden Gate Investors, Inc. holds a default judgment
        in the amount of $93,148 (including costs and attorney’s fees), awarded in the
        Superior Court of California, County of San Diego, against the Company allegedly
        pursuant to a stock sale agreement dated January 14, 2005, as amended. The
        Company is in negotiations to settle this matter with Golden Gate.


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





During
      the period ended June 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 June 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 July 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
      August 15, 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:
      August 15, 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:
      August 15, 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 June 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:
      August 15, 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.