AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 10, 2005
                                                REGISTRATION NO. _______________
================================================================================



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                            B2DIGITAL, INCORPORATED
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         Delaware                                                     84-0916299
--------------------------------------------------------------------------------
(State  or  other  jurisdiction  of                               (IRS  Employer
incorporation  or  organization)                            Identification  No.)

                          9171 Wilshire Blvd., Suite B
                          Beverly Hills, CA 90210-5532
--------------------------------------------------------------------------------
          (Address of Principal Executive Offices, including ZIP Code)

                   2005 Non-Qualified Stock Compensation Plan;
          Fee Agreement for Professional Services with Richard O. Weed
--------------------------------------------------------------------------------
                            (Full title of the plan)




                                        1

                            Robert Russell, President
                          9171 Wilshire Blvd., Suite B
                          Beverly Hills, CA 90210-5532
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (310) 281-2571
                                 --------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>



<S>                        <C>               <C>                <C>                 <C>
                           PROPOSED          PROPOSED
                           AMOUNT OF         MAXIMUM            MAXIMUM             AMOUNT OF
TITLE OF SECURITIES . . .  SHARES            OFFERING           AGGREGATE           REGISTRATION
TO BE REGISTERED. . . . .  TO BE REGISTERED  PRICE PER SHARE    OFFERING PRICE(1)   FEE
-------------------------  ----------------  -----------------  ------------------  -------------

..001 par value
common stock. . . . . . .        62,000,000  $         .01 (1)  $          620,000  $       78.56
-------------------------  ----------------  -----------------  ------------------  -------------

..001 par value
common stock
underlying stock options
                                  2,000,000  $         .03 (2)  $           60,000  $        7.60

TOTALS. . . . . . . . . .        64,000,000  $        680,000   $            86.16
</TABLE>

(1)     This  calculation  is  made  solely  for the purposes of determining the
registration  fee pursuant to the provisions of Rule 457(c) under the Securities
Act  of  1933,  as amended, and is calculated on the basis of the average of the
high  and  low prices per share of the common stock reported on the OTC Bulletin
Board  as  of  January  7,  2005,  a date within five business days prior to the
filing  of  this  registration  statement.

(2)     This  calculation  is  made  solely  for the purposes of determining the
registration  fee pursuant to the provisions of Rule 457(g) under the Securities
Act  and  is  calculated  upon  the price at which the options may be exercised.

                                    PROSPECTUS

                                 B2Digital, Inc.

                        64,000,000 Shares of Common Stock

     This  prospectus  relates  to  the  offer  and  sale  by  B2Digital,  Inc.
("B2Digital"),  of  shares  of  its  $.001  par  value per share common stock to
certain  employees,  officers,  directors  and  consultants  (the "consultants")
pursuant  to  the  2005 Non-Qualified Stock Compensation Plan (the "Stock Plan")
and  a  consulting  agreement.  Pursuant  to  the  Stock  Plan  and  consulting
agreement,  in payment for services rendered, B2Digital is registering hereunder
and  then  issuing,  upon  receipt  of  adequate consideration therefore, to the
consultants  covered by the Stock Plan, 64,000,000 shares of common stock, which
includes  2,000,000  shares  underlying options at an exercise price of $.03 per
share.

     The  common  stock  is  not  subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of B2Digital within
the  meaning  of  the Securities Act of 1933 (the "Act") may sell all or part of
the  shares in any way permitted by law, including sales in the over-the-counter
market  at  prices  prevailing  at  the  time  of  such  sale.  B2Digital is not
registering  any  shares  for  affiliates  of  the  company.  An  affiliate  is
summarily,  any  director,  executive  officer  or  controlling  shareholder  of
B2Digital or anyone of its subsidiaries.  An "affiliate" of B2Digital is subject
to  Section  16(b)  of  the  Securities  Exchange  Act  of 1934, as amended (the
"Exchange  Act").  If  a  consultant  who  is  not now an "affiliate" becomes an
"affiliate"  of B2Digital in the future, he/she would then be subject to Section
16(b)  of  the  Exchange Act.  The common stock is traded on the OTCBB under the
symbol  "BTWO."

These  Securities  Have  Not  Been Approved Or Disapproved By The Securities And
Exchange  Commission Nor Has The Commission Passed Upon The Accuracy Or Adequacy
Of  This  Prospectus.  Any Representation To The Contrary Is A Criminal Offense.

                 The date of this prospectus is January 10, 2005



                                        2

     This  prospectus  is  part  of a registration statement which was filed and
became  effective  under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by  the  U.S.  Securities and Exchange Commission (the
"Commission") under the Securities Act.  The statements in this prospectus as to
the  contents  of any contracts or other documents filed as an exhibit to either
the registration statement or other filings by B2Digital with the Commission are
qualified  in  their  entirety  by  the  reference  thereto.

     A  copy  of  any document or part thereof incorporated by reference in this
prospectus  but  not  delivered  herewith  will be furnished without charge upon
written  or  oral  request.  Requests  should  be addressed to:  B2Digital, 9171
Wilshire  Blvd.,  Ste. B, Beverly Hills, CA 90210; where its telephone number is
(310)  281-2571.

     B2Digital  is subject to the reporting requirements of the Exchange Act and
in accordance therewith files reports and other information with the Commission.
These reports, as well as the proxy statements, information statements and other
information  filed  by  B2Digital  under  the  Exchange Act may be inspected and
copied  at  the  public reference facilities maintained by the Commission at 450
Fifth  Street,  N.W.,  Washington  D.C.  20549.

     No  person  has  been  authorized  to  give  any information or to make any
representation,  other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by B2Digital.  This prospectus does not constitute an offer or a
solicitation  by anyone in any state in which such is not authorized or in which
the  person making such is not qualified or to any person to whom it is unlawful
to  make  an  offer  or  solicitation.

Neither the delivery of this prospectus nor any sale made hereunder shall, under
any  circumstances,  create  any implication that there has not been a change in
the  affairs  of  B2Digital  since  the  date  hereof.

                                TABLE OF CONTENTS


INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS                    3

Item  1.  The  Plan  Information                                              3

Item  2.  Registrant  Information and Employee Plan Annual Information        4

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT                       4

Item  3.  Incorporation  of  Documents  by  Reference                         4

Item  4.  Description  of  Securities                                         5

Item  5.  Interests  of  Named  Experts  and  Counsel                         5

Item 6.  Indemnification of Officers, Directors, Employees and
         Agents; Insurance                                                    5

Item  7.  Exemption  from  Registration  Claimed                              5

Item  8.  Exhibits                                                            5

Item  9.  Undertakings                                                        5

SIGNATURES                                                                    6

EXHIBITS                                                                      7

                                     PART 1
                    INFORMATION REQUIRED IN THE SECTION 10(A)
                                   PROSPECTUS
ITEM  1.  THE  PLAN  INFORMATION.

The  Company

     B2Digital has its principal executive offices at 9171 Wilshire Blvd., Suite
B,  Beverly  Hills,  CA  90210.  B2Digital's telephone number is (310) 281-2571.

Purpose

     B2Digital  will issue common stock to certain consultants pursuant to their
consulting  agreements and the Stock Plan, which have been approved by the Board
of  Directors  of  B2  Digital.  The  Stock Plan is intended to provide a method
whereby  B2Digital  may  be  stimulated  by  the  personal  involvement  of  the
consultants in B2Digital's future prosperity, thereby advancing the interests of
B2Digital,  and  all  of  its  shareholders.  A  copy  of the Stock Plan and the
consulting  agreement  has  been  filed  as  an  exhibit  to  this  registration
statement.
                                        3

Common  Stock

     The  Board  has  authorized  the issuance of up to 64,000,000 shares of the
common  stock  to  the  consultants  upon  effectiveness  of  this  registration
statement.  2,000,000  of these shares are underlying options to purchase common
stock  at an exercise price of $.03 per share. These options expire December 31,
2010.

The  Consultants

     The  consultants  have  agreed  to  provide  their  expertise and advice to
B2Digital  for  the  purposes  set  forth  in  the  consulting  agreements.

No  Restrictions  on  Transfer

     The  consultants will become the record and beneficial owners of the shares
of common stock upon issuance and delivery and are entitled to all of the rights
of  ownership,  including  the  right  to vote any shares awarded and to receive
ordinary  cash  dividends  on  the  common  stock.

Tax  Treatment  to  the  Consultants

     The  common  stock  is  not  qualified under Section 401(a) of the Internal
Revenue  Code.  The  consultants, therefore, will be required for federal income
tax  purposes  to  recognize  compensation  during  the taxable year of issuance
unless the shares are subject to a substantial risk of forfeiture.  Accordingly,
absent  a  specific  contractual provision to the contrary, the consultants will
receive compensation taxable at ordinary rates equal to the fair market value of
the  shares  on  the  date of receipt since there will be no substantial risk of
forfeiture  or  other  restrictions  on  transfer.  If, however, the consultants
receive  shares of common stock pursuant to the exercise of an option or options
at  an  exercise  price below the fair market value of the shares on the date of
exercise, the difference between the exercise price and the fair market value of
the stock on the date of exercise will be deemed compensation for federal income
tax  purposes.  The  consultants are urged to consult each of their tax advisors
on  this  matter.  Further, if any recipient is an "affiliate," Section 16(b) of
the  Exchange  Act  is  applicable  and  will  affect  the  issue  of  taxation.

Tax  Treatment  to  the  Company

     The  amount  of  income recognized by any recipient hereunder in accordance
with  the foregoing discussion will be a tax deductible expense by B2Digital for
federal  income  tax  purposes in the taxable year of B2Digital during which the
recipient  recognizes  income.

Restrictions  on  Resales

     In the event that an affiliate of B2Digital acquires shares of common stock
hereunder,  the  affiliate will be subject to Section 16(b) of the Exchange Act.
Further,  in the event that any affiliate acquiring shares hereunder has sold or
sells  any  shares  of common stock in the six months preceding or following the
receipt  of  shares hereunder, any so called "profit," as computed under Section
16(b)  of the Exchange Act, would be required to be disgorged from the recipient
to B2Digital.  Services rendered have been recognized as valid consideration for
the  "purchase"  of  shares  in  connection  with the "profit" computation under
Section 16(b) of the Exchange Act.  B2Digital has agreed that for the purpose of
any "profit" computation under 16(b), the price paid for the common stock issued
to  affiliates  is  equal  to  the value of services rendered.  Shares of common
stock  acquired  hereunder  by  persons other than affiliates are not subject to
Section  16(b)  of  the  Exchange  Act.

Item  2.  Registrant  Information  and  Employee  Plan  Annual  Information

     B2Digital will provide to participants without charge, upon written or oral
request,  the  documents  incorporated by reference in Item 3 of Part II of this
registration  statement.  These  documents  are incorporated by reference in the
Section 10(a) prospectus.  Other documents required to be delivered to employees
pursuant  to  Rule  428(b)  are  available  without charge, upon written or oral
request.  This  request  should be directed to B2Digital at 9171 Wilshire Blvd.,
Suite  B,  Beverly  Hills,  CA  90210.  B2Digital's  telephone  number  is (310)
281-2571.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item  3.          Incorporation  of  Documents  by  Reference.

     The  following  documents filed with the Securities and Exchange Commission
(the  "Commission")  by  B2Digital,  Inc.  are incorporated herein by reference:

(a)     B2Digital's latest Annual Report on Form 10-KSB for the year ended March
31,  2004,  filed  with  the  Securities  and  Exchange  Commission;


                                        4

(b)     The reports of B2Digital filed pursuant to Section 13(a) or 15(d) of the
Securities  Exchange  Act  of  1934,  as  amended (the "Exchange Act") since the
fiscal  year  ended  March  31,  2004;

(c)     A  description  of  the  securities  of  B2Digital  as  contained in its
registration  statement  on  Form  S-B/A(File No. 2-86781-D), filed on March 20,
1984  and  including  any  amendment or report filed for the purpose of updating
such  description;  and

(d)     All  other  documents  filed  by  B2Digital  after  the  date  of  this
Registration  Statement  pursuant  to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange  Act, prior to the filing of a post-effective amendment which indicates
that  all securities offered have been sold or which de-registers all securities
then  remaining  unsold, shall be deemed to be incorporated by reference in this
Registration  Statement  and  to  be  a part hereof from the date of filing such
documents.

Item  4.          Description  of  Securities.
     Not  applicable.

Item  5.          Interests  of  Named  Experts  and  Counsel.

     Weed  &  Co.  LLP has rendered an opinion on the validity of the securities
being  registered.  Mr.  Richard  Weed,  managing partner of Weed & Co. LLP owns
2,000,000  shares  of  B2Digital  common  stock  and  stock  options to purchase
2,000,000  shares  of  B2Digital  common  stock  at  $.03  per  share.

     The financial statements of B2Digital are incorporated by reference in this
prospectus  as  of  and  for  the year ended March 31, 2004 have been audited by
Larry  O.  Donnell,  C.P.A.,  P.C.,  independent  certified  public accountants.

Item  6.     Indemnification  of  Officers,  Directors,  Employees  and  Agents;
Insurance.

     Under  Delaware  law,  a corporation may indemnify its officers, directors,
employees,  and agents under certain circumstances, including indemnification of
such  persons  against  liability  under  the  Securities  Act  of  1933.

     In  addition, Section 102(b)(7) of the Delaware General Corporation Law and
B2Digital's  Certificate  of  Incorporation  provide  that  a  director  of this
corporation  shall  not  be  personally  liable  to  the  corporation  or  its
stockholders  for  monetary  damages  for breach of fiduciary duty as a director
except for liability (a) for any breach of the director's duty of loyalty to the
corporation  or its stockholders; (b) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or  a knowing violation of law; (c) for
paying a dividend or approving a stock repurchase in violation of Section 174 of
the  Delaware General Corporation Law; or (d) for any transaction from which the
director  derived  an  improper  personal  benefit.

     The  effect of these provisions may be to eliminate the rights of B2Digital
and  its  stockholders,  through  stockholders'  derivative  suits  on behalf of
B2Digital,  to  recover  monetary  damages  against  a  director  for  breach of
fiduciary  duty  as  a  director, including breaches resulting from negligent or
grossly  negligent behavior, except in the situations described in clauses (a) -
(d)  of  the  preceding  sentence.

Item  7.          Exemption  from  Registration  Claimed.
     Not  applicable.

Item  8.     Exhibits.

     (a)     The  following  exhibits  are  filed  as  part of this registration
statement  pursuant  to  Item  601  of  the  Regulation S-K and are specifically
incorporated  herein  by  this  reference:

Exhibit  No.     Title
------------     ---------------------------------------------------------------

5.1           Legal  opinion  of  Weed  &  Co.  LLP

10.1          2005  Non-Qualified  Stock  Compensation  Plan

10.2          Fee  Agreement  for  Professional  Services  with  Richard O. Weed

23.1          Consent  of  Weed  &  Co.  LLP  (included  in  Exhibit  5.1)

23.2          Consent  of  Larry  O.  Donnell,  C.P.A.,  P.C.

Item  9.          Undertakings.

     The  undersigned  registrant  hereby  undertakes:

(1)     To  file,  during  any period in which offers or sales are being made, a
post-effective  amendment  to  this  registration  statement  to:

                                        5

(i)     include  any  prospectus  required by Section 10(a)(3) of the Securities
Act;

(ii)     reflect  in  the  prospectus  any  facts  or  events  arising after the
effective  date of the registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represents a
fundamental  change  in the information set forth in the registration statement;

(iii)     include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information  in  the  registration  statement.

Provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required  [or]  to be included in a post-effective amendment by those paragraphs
is  incorporated  by  reference  from  periodic  reports filed by the registrant
pursuant  to  section 13 or section 15(d) of the Securities Exchange Act of 1934
that  are  incorporated  by  reference  in  the  registration  statement.

(2)     That,  for  the  purpose  of  determining  any liability pursuant to the
Securities  Act,  each such post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of  such  securities  offered  at  that time shall be deemed to be the
initial  bona  fide  offering  thereof.

(3)     To  remove  from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(4)     Insofar  as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
registrant  pursuant  to  the foregoing provisions, or otherwise, registrant has
been  advised that in the opinion of the Securities and Exchange Commission such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore,  unenforceable.  In  the  event  that a claim for indemnification
against  such  liabilities  (other  than  the  payment by registrant of expenses
incurred  or  paid by a director, officer or controlling person of registrant in
the  successful  defense  of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to  a  court  of appropriate
jurisdiction  the question whether such indemnification is against public policy
as  expressed  in the Act and will be governed by the final adjudication of such
issue.

(5)     The  undersigned hereby undertakes that, for purposes of determining any
liability  under  the Securities Act of 1933, each filing of registrant's annual
report  pursuant to Section 13(a) or Section 15(d) of the Securities Act of 1934
(and,  where applicable, each filing of an employee benefit plan's annual report
pursuant  to  Section  15(d)  of  the  Securities  Exchange Act of 1934) that is
incorporated  by reference in the registration statement shall be deemed to be a
new  registration  statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  it  has  reasonable  grounds  to  believe  that  it  meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City of Beverly Hills, State of California, on January 10,
2005.

                                B2Digital, Inc.

                               (Registrant)

                               /s/  Robert  C.  Russell
                               ------------------------
                               Robert  C.  Russell
                               Chief  Executive  Officer,  President  and
                               Chairman  of  the Board of Directors

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  date  indicated.








                                        6

SIGNATURES                     TITLE     DATE
----------                     -----     ----

/s/  Robert  C.  Russell      Chief  Executive  Officer,      January  11,  2005
------------------------      President and Chairman of the
Robert  C.  Russell           Board  of  Directors

/s/Marcia  A.  Pearlstein     Interim Chief Financial Officer January  11,  2005
-------------------------    (Principal Accounting Officer)
Marcia  A.  Pearlstein     ,  Secretary  and  Director

/s/  Dr.  Igor  Loginov      Chief  Technical  Officer,         January 11, 2005
----------------------       Director
Dr.  Igor  Loginov
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 24545}]
{"company-data": {"conformed-name": "B2Digital, Inc.", "cik": "0000725929", "assigned-sic": "7841", "irs-number": "840916299", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-121945", "film-number": "05521886"}, "business-address": {"street1": "1926 HOLLYWOOD BLVD", "street2": "SUITE 208", "city": "HOLLYWOOD", "state": "FL", "zip": "33020", "phone": "9546200208"}, "mail-address": {"street1": "1926 HOLLYWOOD BLVD", "street2": "SUITE 208", "city": "HOLLYWOOD", "state": "FL", "zip": "33020"}, "former-company": {"former-conformed-name": "TELECOMMUNICATION PRODUCTS INC", "date-changed": "19920703"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 10, 2005
                                                REGISTRATION NO. _______________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            B2DIGITAL, INCORPORATED
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         Delaware                                                     84-0916299
--------------------------------------------------------------------------------
(State  or  other  jurisdiction  of                               (IRS  Employer
incorporation  or  organization)                            Identification  No.)

                          9171 Wilshire Blvd., Suite B
                          Beverly Hills, CA 90210-5532
--------------------------------------------------------------------------------
          (Address of Principal Executive Offices, including ZIP Code)

                   2005 Non-Qualified Stock Compensation Plan;
          Fee Agreement for Professional Services with Richard O. Weed
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                        1

                            Robert Russell, President
                          9171 Wilshire Blvd., Suite B
                          Beverly Hills, CA 90210-5532
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (310) 281-2571
                                 --------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
PROPOSED          PROPOSED
                           AMOUNT OF         MAXIMUM            MAXIMUM             AMOUNT OF
TITLE OF SECURITIES . . .  SHARES            OFFERING           AGGREGATE           REGISTRATION
TO BE REGISTERED. . . . .  TO BE REGISTERED  PRICE PER SHARE    OFFERING PRICE(1)   FEE
-------------------------  ----------------  -----------------  ------------------  -------------

..001 par value
common stock. . . . . . .        62,000,000  $         .01 (1)  $          620,000  $       78.56
-------------------------  ----------------  -----------------  ------------------  -------------

..001 par value
common stock
underlying stock options
                                  2,000,000  $         .03 (2)  $           60,000  $        7.60

TOTALS. . . . . . . . . .        64,000,000  $        680,000   $            86.16
(1)     This  calculation  is  made  solely  for the purposes of determining the
registration  fee pursuant to the provisions of Rule 457(c) under the Securities
Act  of  1933,  as amended, and is calculated on the basis of the average of the
high  and  low prices per share of the common stock reported on the OTC Bulletin
Board  as  of  January  7,  2005,  a date within five business days prior to the
filing  of  this  registration  statement.

(2)     This  calculation  is  made  solely  for the purposes of determining the
registration  fee pursuant to the provisions of Rule 457(g) under the Securities
Act  and  is  calculated  upon  the price at which the options may be exercised.

                                    PROSPECTUS

                                 B2Digital, Inc.

                        64,000,000 Shares of Common Stock

     This  prospectus  relates  to  the  offer  and  sale  by  B2Digital,  Inc.
("B2Digital"),  of  shares  of  its  $.001  par  value per share common stock to
certain  employees,  officers,  directors  and  consultants  (the "consultants")
pursuant  to  the  2005 Non-Qualified Stock Compensation Plan (the "Stock Plan")
and  a  consulting  agreement.  Pursuant  to  the  Stock  Plan  and  consulting
agreement,  in payment for services rendered, B2Digital is registering hereunder
and  then  issuing,  upon  receipt  of  adequate consideration therefore, to the
consultants  covered by the Stock Plan, 64,000,000 shares of common stock, which
includes  2,000,000  shares  underlying options at an exercise price of $.03 per
share.

     The  common  stock  is  not  subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of B2Digital within
the  meaning  of  the Securities Act of 1933 (the "Act") may sell all or part of
the  shares in any way permitted by law, including sales in the over-the-counter
market  at  prices  prevailing  at  the  time  of  such  sale.  B2Digital is not
registering  any  shares  for  affiliates  of  the  company.  An  affiliate  is
summarily,  any  director,  executive  officer  or  controlling  shareholder  of
B2Digital or anyone of its subsidiaries.  An "affiliate" of B2Digital is subject
to  Section  16(b)  of  the  Securities  Exchange  Act  of 1934, as amended (the
"Exchange  Act").  If  a  consultant  who  is  not now an "affiliate" becomes an
"affiliate"  of B2Digital in the future, he/she would then be subject to Section
16(b)  of  the  Exchange Act.  The common stock is traded on the OTCBB under the
symbol  "BTWO."

These  Securities  Have  Not  Been Approved Or Disapproved By The Securities And
Exchange  Commission Nor Has The Commission Passed Upon The Accuracy Or Adequacy
Of  This  Prospectus.  Any Representation To The Contrary Is A Criminal Offense.

                 The date of this prospectus is January 10, 2005

                                        2

     This  prospectus  is  part  of a registration statement which was filed and
became  effective  under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by  the  U.S.  Securities and Exchange Commission (the
"Commission") under the Securities Act.  The statements in this prospectus as to
the  contents  of any contracts or other documents filed as an exhibit to either
the registration statement or other filings by B2Digital with the Commission are
qualified  in  their  entirety  by  the  reference  thereto.

     A  copy  of  any document or part thereof incorporated by reference in this
prospectus  but  not  delivered  herewith  will be furnished without charge upon
written  or  oral  request.  Requests  should  be addressed to:  B2Digital, 9171
Wilshire  Blvd.,  Ste. B, Beverly Hills, CA 90210; where its telephone number is
(310)  281-2571.

     B2Digital  is subject to the reporting requirements of the Exchange Act and
in accordance therewith files reports and other information with the Commission.
These reports, as well as the proxy statements, information statements and other
information  filed  by  B2Digital  under  the  Exchange Act may be inspected and
copied  at  the  public reference facilities maintained by the Commission at 450
Fifth  Street,  N.W.,  Washington  D.C.  20549.

     No  person  has  been  authorized  to  give  any information or to make any
representation,  other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by B2Digital.  This prospectus does not constitute an offer or a
solicitation  by anyone in any state in which such is not authorized or in which
the  person making such is not qualified or to any person to whom it is unlawful
to  make  an  offer  or  solicitation.

Neither the delivery of this prospectus nor any sale made hereunder shall, under
any  circumstances,  create  any implication that there has not been a change in
the  affairs  of  B2Digital  since  the  date  hereof.

                                TABLE OF CONTENTS

INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS                    3

Item  1.  The  Plan  Information                                              3

Item  2.  Registrant  Information and Employee Plan Annual Information        4

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT                       4

Item  3.  Incorporation  of  Documents  by  Reference                         4

Item  4.  Description  of  Securities                                         5

Item  5.  Interests  of  Named  Experts  and  Counsel                         5

Item 6.  Indemnification of Officers, Directors, Employees and
         Agents; Insurance                                                    5

Item  7.  Exemption  from  Registration  Claimed                              5

Item  8.  Exhibits                                                            5

Item  9.  Undertakings                                                        5

SIGNATURES                                                                    6

EXHIBITS                                                                      7

                                     PART 1
                    INFORMATION REQUIRED IN THE SECTION 10(A)
                                   PROSPECTUS
ITEM  1.  THE  PLAN  INFORMATION.

The  Company

     B2Digital has its principal executive offices at 9171 Wilshire Blvd., Suite
B,  Beverly  Hills,  CA  90210.  B2Digital's telephone number is (310) 281-2571.

Purpose

     B2Digital  will issue common stock to certain consultants pursuant to their
consulting  agreements and the Stock Plan, which have been approved by the Board
of  Directors  of  B2  Digital.  The  Stock Plan is intended to provide a method
whereby  B2Digital  may  be  stimulated  by  the  personal  involvement  of  the
consultants in B2Digital's future prosperity, thereby advancing the interests of
B2Digital,  and  all  of  its  shareholders.  A  copy  of the Stock Plan and the
consulting  agreement  has  been  filed  as  an  exhibit  to  this  registration
statement.
                                        3

Common  Stock

     The  Board  has  authorized  the issuance of up to 64,000,000 shares of the
common  stock  to  the  consultants  upon  effectiveness  of  this  registration
statement.  2,000,000  of these shares are underlying options to purchase common
stock  at an exercise price of $.03 per share. These options expire December 31,
2010.

The  Consultants

     The  consultants  have  agreed  to  provide  their  expertise and advice to
B2Digital  for  the  purposes  set  forth  in  the  consulting  agreements.

No  Restrictions  on  Transfer

     The  consultants will become the record and beneficial owners of the shares
of common stock upon issuance and delivery and are entitled to all of the rights
of  ownership,  including  the  right  to vote any shares awarded and to receive
ordinary  cash  dividends  on  the  common  stock.

Tax  Treatment  to  the  Consultants

     The  common  stock  is  not  qualified under Section 401(a) of the Internal
Revenue  Code.  The  consultants, therefore, will be required for federal income
tax  purposes  to  recognize  compensation  during  the taxable year of issuance
unless the shares are subject to a substantial risk of forfeiture.  Accordingly,
absent  a  specific  contractual provision to the contrary, the consultants will
receive compensation taxable at ordinary rates equal to the fair market value of
the  shares  on  the  date of receipt since there will be no substantial risk of
forfeiture  or  other  restrictions  on  transfer.  If, however, the consultants
receive  shares of common stock pursuant to the exercise of an option or options
at  an  exercise  price below the fair market value of the shares on the date of
exercise, the difference between the exercise price and the fair market value of
the stock on the date of exercise will be deemed compensation for federal income
tax  purposes.  The  consultants are urged to consult each of their tax advisors
on  this  matter.  Further, if any recipient is an "affiliate," Section 16(b) of
the  Exchange  Act  is  applicable  and  will  affect  the  issue  of  taxation.

Tax  Treatment  to  the  Company

     The  amount  of  income recognized by any recipient hereunder in accordance
with  the foregoing discussion will be a tax deductible expense by B2Digital for
federal  income  tax  purposes in the taxable year of B2Digital during which the
recipient  recognizes  income.

Restrictions  on  Resales

     In the event that an affiliate of B2Digital acquires shares of common stock
hereunder,  the  affiliate will be subject to Section 16(b) of the Exchange Act.
Further,  in the event that any affiliate acquiring shares hereunder has sold or
sells  any  shares  of common stock in the six months preceding or following the
receipt  of  shares hereunder, any so called "profit," as computed under Section
16(b)  of the Exchange Act, would be required to be disgorged from the recipient
to B2Digital.  Services rendered have been recognized as valid consideration for
the  "purchase"  of  shares  in  connection  with the "profit" computation under
Section 16(b) of the Exchange Act.  B2Digital has agreed that for the purpose of
any "profit" computation under 16(b), the price paid for the common stock issued
to  affiliates  is  equal  to  the value of services rendered.  Shares of common
stock  acquired  hereunder  by  persons other than affiliates are not subject to
Section  16(b)  of  the  Exchange  Act.

Item  2.  Registrant  Information  and  Employee  Plan  Annual  Information

     B2Digital will provide to participants without charge, upon written or oral
request,  the  documents  incorporated by reference in Item 3 of Part II of this
registration  statement.  These  documents  are incorporated by reference in the
Section 10(a) prospectus.  Other documents required to be delivered to employees
pursuant  to  Rule  428(b)  are  available  without charge, upon written or oral
request.  This  request  should be directed to B2Digital at 9171 Wilshire Blvd.,
Suite  B,  Beverly  Hills,  CA  90210.  B2Digital's  telephone  number  is (310)
281-2571.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item  3.          Incorporation  of  Documents  by  Reference.

     The  following  documents filed with the Securities and Exchange Commission
(the  "Commission")  by  B2Digital,  Inc.  are incorporated herein by reference:

(a)     B2Digital's latest Annual Report on Form 10-KSB for the year ended March
31,  2004,  filed  with  the  Securities  and  Exchange  Commission;

                                        4

(b)     The reports of B2Digital filed pursuant to Section 13(a) or 15(d) of the
Securities  Exchange  Act  of  1934,  as  amended (the "Exchange Act") since the
fiscal  year  ended  March  31,  2004;

(c)     A  description  of  the  securities  of  B2Digital  as  contained in its
registration  statement  on  Form  S-B/A(File No. 2-86781-D), filed on March 20,
1984  and  including  any  amendment or report filed for the purpose of updating
such  description;  and

(d)     All  other  documents  filed  by  B2Digital  after  the  date  of  this
Registration  Statement  pursuant  to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange  Act, prior to the filing of a post-effective amendment which indicates
that  all securities offered have been sold or which de-registers all securities
then  remaining  unsold, shall be deemed to be incorporated by reference in this
Registration  Statement  and  to  be  a part hereof from the date of filing such
documents.

Item  4.          Description  of  Securities.
     Not  applicable.

Item  5.          Interests  of  Named  Experts  and  Counsel.

     Weed  &  Co.  LLP has rendered an opinion on the validity of the securities
being  registered.  Mr.  Richard  Weed,  managing partner of Weed & Co. LLP owns
2,000,000  shares  of  B2Digital  common  stock  and  stock  options to purchase
2,000,000  shares  of  B2Digital  common  stock  at  $.03  per  share.

     The financial statements of B2Digital are incorporated by reference in this
prospectus  as  of  and  for  the year ended March 31, 2004 have been audited by
Larry  O.  Donnell,  C.P.A.,  P.C.,  independent  certified  public accountants.

Item  6.     Indemnification  of  Officers,  Directors,  Employees  and  Agents;
Insurance.

     Under  Delaware  law,  a corporation may indemnify its officers, directors,
employees,  and agents under certain circumstances, including indemnification of
such  persons  against  liability  under  the  Securities  Act  of  1933.

     In  addition, Section 102(b)(7) of the Delaware General Corporation Law and
B2Digital's  Certificate  of  Incorporation  provide  that  a  director  of this
corporation  shall  not  be  personally  liable  to  the  corporation  or  its
stockholders  for  monetary  damages  for breach of fiduciary duty as a director
except for liability (a) for any breach of the director's duty of loyalty to the
corporation  or its stockholders; (b) for acts or omissions not in good faith or
which  involve  intentional  misconduct  or  a knowing violation of law; (c) for
paying a dividend or approving a stock repurchase in violation of Section 174 of
the  Delaware General Corporation Law; or (d) for any transaction from which the
director  derived  an  improper  personal  benefit.

     The  effect of these provisions may be to eliminate the rights of B2Digital
and  its  stockholders,  through  stockholders'  derivative  suits  on behalf of
B2Digital,  to  recover  monetary  damages  against  a  director  for  breach of
fiduciary  duty  as  a  director, including breaches resulting from negligent or
grossly  negligent behavior, except in the situations described in clauses (a) -
(d)  of  the  preceding  sentence.

Item  7.          Exemption  from  Registration  Claimed.
     Not  applicable.

Item  8.     Exhibits.

     (a)     The  following  exhibits  are  filed  as  part of this registration
statement  pursuant  to  Item  601  of  the  Regulation S-K and are specifically
incorporated  herein  by  this  reference:

Exhibit  No.     Title
------------     ---------------------------------------------------------------

5.1           Legal  opinion  of  Weed  &  Co.  LLP

10.1          2005  Non-Qualified  Stock  Compensation  Plan

10.2          Fee  Agreement  for  Professional  Services  with  Richard O. Weed

23.1          Consent  of  Weed  &  Co.  LLP  (included  in  Exhibit  5.1)

23.2          Consent  of  Larry  O.  Donnell,  C.P.A.,  P.C.

Item  9.          Undertakings.

     The  undersigned  registrant  hereby  undertakes:

(1)     To  file,  during  any period in which offers or sales are being made, a
post-effective  amendment  to  this  registration  statement  to:

                                        5

(i)     include  any  prospectus  required by Section 10(a)(3) of the Securities
Act;

(ii)     reflect  in  the  prospectus  any  facts  or  events  arising after the
effective  date of the registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represents a
fundamental  change  in the information set forth in the registration statement;

(iii)     include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information  in  the  registration  statement.

Provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required  [or]  to be included in a post-effective amendment by those paragraphs
is  incorporated  by  reference  from  periodic  reports filed by the registrant
pursuant  to  section 13 or section 15(d) of the Securities Exchange Act of 1934
that  are  incorporated  by  reference  in  the  registration  statement.

(2)     That,  for  the  purpose  of  determining  any liability pursuant to the
Securities  Act,  each such post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of  such  securities  offered  at  that time shall be deemed to be the
initial  bona  fide  offering  thereof.

(3)     To  remove  from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(4)     Insofar  as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
registrant  pursuant  to  the foregoing provisions, or otherwise, registrant has
been  advised that in the opinion of the Securities and Exchange Commission such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore,  unenforceable.  In  the  event  that a claim for indemnification
against  such  liabilities  (other  than  the  payment by registrant of expenses
incurred  or  paid by a director, officer or controlling person of registrant in
the  successful  defense  of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to  a  court  of appropriate
jurisdiction  the question whether such indemnification is against public policy
as  expressed  in the Act and will be governed by the final adjudication of such
issue.

(5)     The  undersigned hereby undertakes that, for purposes of determining any
liability  under  the Securities Act of 1933, each filing of registrant's annual
report  pursuant to Section 13(a) or Section 15(d) of the Securities Act of 1934
(and,  where applicable, each filing of an employee benefit plan's annual report
pursuant  to  Section  15(d)  of  the  Securities  Exchange Act of 1934) that is
incorporated  by reference in the registration statement shall be deemed to be a
new  registration  statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  it  has  reasonable  grounds  to  believe  that  it  meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City of Beverly Hills, State of California, on January 10,
2005.

                                B2Digital, Inc.

                               (Registrant)

                               /s/  Robert  C.  Russell
                               ------------------------
                               Robert  C.  Russell
                               Chief  Executive  Officer,  President  and
                               Chairman  of  the Board of Directors

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  date  indicated.

                                        6

SIGNATURES                     TITLE     DATE
----------                     -----     ----

/s/  Robert  C.  Russell      Chief  Executive  Officer,      January  11,  2005
------------------------      President and Chairman of the
Robert  C.  Russell           Board  of  Directors

/s/Marcia  A.  Pearlstein     Interim Chief Financial Officer January  11,  2005
-------------------------    (Principal Accounting Officer)
Marcia  A.  Pearlstein     ,  Secretary  and  Director

/s/  Dr.  Igor  Loginov      Chief  Technical  Officer,         January 11, 2005
----------------------       Director
Dr.  Igor  Loginov