September 17, 2018

Greg Bell
Chief Executive Officer
B2Digital, Incorporated
4522 West Village Drive
Suite 215
Tampa, FL 33624


       Re: B2Digital, Incorporated
           Offering Statement on Form 1-A
           Filed August 21, 2018
           File No. 024-10888

Dear Mr. Bell:

       We have reviewed your offering statement and have the following
comments. In some of
our comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response. After reviewing any amendment to your offering statement and the
information you
provide in response to these comments, we may have additional comments.

Form 1-A filed on August 21, 2018

Cover Page

1.    We note the statement that "The minimum purchase requirement per investor
is 200,000
      Offered Shares ($800)." Please confirm the $800 minimum in parentheses
given that you
      are offering the shares for $0.01. Please also confirm the figures in the
table on the cover
      page, which indicates a price to the public of $0.001.
2.    We note your disclosure on the cover page that the Company may issue the
Securities for
      cash, promissory notes, services, and other consideration and that "If
securities are not
      sold for cash, the aggregate offering price or aggregate sales will be
based on the value of
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         the consideration as established by bona fide sales of that
consideration made within a
         reasonable time, or, in the absence of sales, on the fair value as
determined by an accepted
         standard. Valuations of non-cash consideration will be reasonable at
the time made." If
         applicable, please balance your disclosure under "Use of Proceeds," to
include this
         information. Please clarify what would constitute "an accepted
standard" and how you
         will determine whether the valuation of the non-cash consideration was
"reasonable" at
         the time made.
3.       Please also clarify whether the following statement on page 20 would
continue to hold
         true if you issue securities for consideration other than cash: "The
Company believes that
         the proceeds of this Offering will satisfy its cash requirements for
the next twelve (12)
         months, based on the successful completion of the entire offering
amount, even after
         considering the costs associated with becoming a public reporting
company." Explain
         how much cash consideration you would need to receive in order to
satisfy your cash
         requirements for the next 12 months.
4.       We note that your officers and directors also hold Series A Preferred
Stock, which are
         entitled to 240 votes for each share. Please describe your capital
structure, including the
         different authorized classes of common stock, in the prospectus
summary and risk factors
         sections. Disclose the number of votes per share to which each class
of common stock is
         entitled and the effective voting power of your officers and
directors.
Risk Factors, page 6

5.       We note the risk factors titled "A reverse stock split may decrease
the liquidity of the
         shares..." and "Following a reverse stock split..." Please clarify
whether you are
         contemplating a reverse stock split at this time.
Use of Proceeds, page 14

6.       We note that some of the calculations in this section presume that the
total proceeds will
         be $12 million if you sell all shares being offered. We also note the
statement on page 37
         that you are "offering up to $12,000,000 total of Securities." This
offering statement
         registers an offering by the company of 800 million shares at $0.01
per share for total
         maximum proceeds of $8 million. Please reconcile or explain.
7.       We note one of the uses of proceeds is listed as acquisition of Fight
Group. Please expand
         your disclosure to clarify if this is related to a particular business
you plan to acquire.
         Refer to Instruction 7 to Item 6 of Form 1-A. Please also explain if
other material funds
         may be needed in conjunction with this acquisition. Refer to
Instruction 5 to Item 6 of
         Form 1-A.
Dilution, page 16

8.       Please explain why you have used a "Price to the public charged for
each share in this
         offering" of $0.0040 when the offering price is $0.01. Please also
confirm if you have
 Greg Bell
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         used proceeds of $8 million in the calculations in this section.
Distribution, page 17

9.       Please explain here that the offering in being conducted on a
"best-efforts" basis and that
         your officers are relying upon Rule 3a4-1 under the Securities
Exchange Act of 1934, as
         you disclose on the cover page. In this regard, we note that each of
your officers are
         selling shareholders and that one of the selling shareholders is B2
Management Group
         LLC, which is owned and controlled by Mr. Greg P. Bell, the Company's
Chairman and
         Chief Executive Officer. Please disclose how investors would know if
they are
         purchasing shares directly from the company or from the officers as
selling shareholders.
         Please explain how the officers will comply with Rule 3a4-1, such as
subparagraph
         (a)(4)(iii). In addition, please revise the selling shareholder table
on page 19 to indicate
         Mr. Bell's involvement with B2 Management Group and to note which of
the selling
         shareholders are also officers or directors of the company. Finally,
please clarify whether
         you will involve underwriters given that footnote 4 to the table on
the cover page
         references "estimated total offering expenses, including underwriting
discount and
         commissions" and your statement on page 17 that "The initial public
offering price was
         determined by negotiation between us and the Underwriter."
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
20

10.      Please provide a discussion on results of operations for each year and
interim period for
         which financial statements are required, as well as a discussion of
liquidity and capital
         resources. Refer to Item 9(a) and (b) to Part II of Form 1-A.
Business, page 23

11.      We note your disclosure here and in the summary section that you are
in the process of
         developing and acquiring companies to become a vertically integrated
live event sports
         company. Please briefly expand to clarify what stage in your planned
development
         process you are currently in, and how you are currently generating
revenue. Please also
         briefly explain how the completed acquisitions you list relate to your
current and planned
         business operations.
Accountants' Compilation Report, page F-2

12.      Please note that compilation reports are not appropriate to present
because the association
         of the accountant provides no basis for reliance. Accordingly, please
remove the
         accountants' compilation report.
Note 3: Business Acquisitions, page F-18

13.      We note that you allocated a significant portion of the purchase
prices to goodwill. We
         also note per page 23 that two of the purchased entities own licenses
to hold live events.
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B2Digital, Incorporated
September 17, 2018
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         Please tell us your consideration of allocating a portion of the
purchase price to licenses, a
         definite lived intangible, pursuant to ASC 350.
Signatures

14.      Please also include signatures for a majority of your board of
directors. Refer to
         Instructions to Signatures on Form 1-A.
        We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.

       You may contact Theresa Brillant at 202-551-3307 or Claire Erlanger at
202-551-3301 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Susan Block at 202-551-3210 or Anne Parker, Assistant Director, at
202-551-3611 with
any other questions.



FirstName LastNameGreg Bell                                     Sincerely,
Comapany NameB2Digital, Incorporated
                                                                Division of
Corporation Finance
September 17, 2018 Page 4                                       Office of
Transportation and Leisure
FirstName LastName