**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.
                Employerincorporation
                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




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 September 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 September
        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 $12,733,873 at September 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 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 September
        30, 2007 the Company has not received all the funds, and the unreceived portion
        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 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 $0.20 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 originally scheduled to have been effective as of July 1, 2007.
        However, due to unforeseen delays in completing various due diligence
        procedures, the Agreement was not consummated until October 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 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 originally scheduled to have been
        effective as of July 1, 2007. However, due to unforeseen delays in completing
        various due diligence procedures, the Agreement was not consummated until
        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.