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, Inc.

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-14 and 15d-14) 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
controls  over  financial  reporting.

Date:  November  16,  2004                   /s/  Marcia  Pearlstein
                                         ---------------------
                                             Marcia  Pearlstein
                                             Interim  Chief  Financial  Officer