Exhibit
      3.1(f)**CERTIFICATE OF DESIGNATIONS, PREFERENCES, AND RIGHTS**


**OF
      THE**


**SERIES
      B CONVERTIBLE PREFERRED STOCK**




**OF**




**B2DIGITAL
      INC.**





B2Digital,
      Inc., a corporation organized under the and
      existing under the General Corporation Law of the State of Delaware (the
“Corporation”),





DOES
      HEREBY CERTIFY:





The
      Corporation’s Certificate of Incorporation, as amended, authorizes Fifty Million
      (50,000,000) shares of preferred stock, $.00001 par value (the “Preferred
      Stock”) and states t he
      Board
      of Directors shall have the authority to divide the Preferred Stock into series
      and to fix and determine the voting powers, other powers, designations,
      preferences, rights, qualifications, limitations and restrictions of any series
      of Preferred Stock so established.




NOW
      THEREFORE pursuant to the authority contained in the Certificate of
      Incorporation, as amended, and in accordance with the provisions of the
      applicable law of Delaware, the Corporation’s directors on June 26, 2006 have
      duly adopted the following resolutions determining the Designations, Rights
      and
      Preferences of a special class of its authorized Preferred Stock, herein
      designated as Series B Convertible Preferred Stock.




RESOLVED,
      that a special class of preferred stock of the Corporation be and are hereby
      created out of the Fifty Million (50,000,000) shares of preferred stock
      available for issuance, such series to be designed as Series B Convertible
      Preferred Stock, consisting of Forty Million (40,000,000) shares, of which
      the
      preferences and relative rights and qualifications, limitations or restrictions
      thereof (in addition to those set forth in the Corporation’s Certificate of
      Incorporation), shall be as stated below:




The
      powers, preferences and rights granted to the Series B Preferred (as defined
      below) or the holders thereof are as follows:




Designation
      and Rank .
      The
      series of Preferred Stock shall be designated the “Series B Convertible
      Preferred Stock” and shall consist of Forty Million (40,000,000) shares. The
      Series B Preferred shall be senior to the common stock and all other shares
      of
      Preferred Stock that may be later authorized.




Voting,
      Liquidation, Dividends, and Redemption. Each
      outstanding share of Series B Convertible Preferred Stock shall have no voting
      rights on matters submitted to the common stockholders of the Corporation.
      The
      shares of Series B Convertible Preferred Stock shall (i) not have a liquidation
      preference; (ii) not accrue, earn, or participate in any dividends; and (iii)
      not be subject to redemption by the Corporation.








Conversion. Twelve
      months following the original issuance date, but not before, each outstanding
      share of Series B Convertible Preferred Stock may be converted, at the option
      of
      the owner, into five (5) shares of the Corporation's common stock.





The
      undersigned being the President and Secretary of the Corporation hereby declares
      under penalty of perjury that the foregoing is a true and correct copy of the
      Certificate of Designation of the Rights and Preferences of the Series B
      Convertible Preferred Stock of B2Digital, Inc. duly adopted by the Board of
      Directors of the Corporation on June 26, 2006.




By:
            /s/ Robert
              RussellName:
              Robert RussellTitle:
                President