October 19, 2018

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


       Re: B2Digital, Incorporated
           Amendment No. 1 to
           Offering Statement on Form 1-A
           Filed October 5, 2018
           File No. 024-10888

Dear Mr. Bell:

      We have reviewed your amended 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. Unless
we note
otherwise, our references to prior comments are to comments in our September
17, 2018 letter.

Form 1-A/A Filed October 5, 2018

Cover Page

1.    We note your response to our prior comment 1 and reissue the comment in
part. We note
      the offering price is $.01, but the table on the cover page still
indicates that the price to the
      public is $.001. Please revise for consistency.
2.    We note your response to our prior comments 2 and 3, and reissue the
comments. We
 Greg Bell
FirstName Incorporated Bell
B2Digital, LastNameGreg
Comapany NameB2Digital, Incorporated
October 19, 2018
October 19, 2018 Page 2
Page 2
FirstName LastName
         note you indicate in your response letter that the securities will
only be sold for cash and
         that the section relating to the securities being offered for other
than cash has been
         deleted, but the section appears to remain. Please either delete the
language on the cover
         page that indicates the securities may be sold for promissory notes,
services, and/or other
         consideration, or revise to indicate how valuations of non-cash
consideration will be
         made, update the "Use of Proceeds" section, and update the statements
indicating how the
         offering will satisfy your cash requirements for the next twelve
months.
Summary, page 2

3.       We note your response to our prior comment 4 and re-issue the comment
in part.
         Please revise to include disclosure in the summary section that your
officers and directors
         also hold Series A Preferred Stock, which are entitled to 240 votes
per share. Please also
         revise to disclose here the officers and directors voting control.
The Offering, page 4

4.       Please revise the number of common shares issued and outstanding as of
the most recent
         practicable date here, and throughout the filing. Similarly, revise to
update the Selling
         Shareholder table, at page 19, and the Principal Stockholder Table, at
page 43, to the most
         recent practicable date.
Use of Proceeds, page 14

5.       We note your response to our prior comment 7. Please clarify in your
disclosure that you
         do not have a current agreement to acquire a Fight Group, and that the
reference to an
         acquisition of a Fight Group in your Use of Proceeds discussion does
not indicate a
         current plan to acquire a specific local fight group.
Dilution, page 16

6.       Please refer to the second paragraph, which indicates that the
historical net tangible book
         value as of June 30, 2018 was $.001 based on 360,533,444 shares
outstanding. Please
         reconcile this with the chart and footnote 1 that appears to indicate
historical net tangible
         book value as $.0001 as of June 30, 2018.
Distribution, page 17

7.       We note your response to our prior comment 9, and reissue in part
because the requested
         disclosure does not appear to have been added. 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. Please
         also explain how the officers will comply with Rule 3a4-1. Please
disclose how investors
         would know if they are purchasing shares directly from the company or
from selling
         shareholders. Finally, please clarify whether you will involve
underwriters given that
         footnote 4 to the table on the cover page references "estimated total
offering expenses,
 Greg Bell
B2Digital, Incorporated
October 19, 2018
Page 3
         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."
Accountants' Compilation Report, page F-2

8.       We note your response to prior comment 12; however, the accountants'
compilation report
         still remains in the filing. We therefore reissue our comment. 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.
Exhibits

9.       Please file the consent of your independent registered public
accounting firm with your
         next amendment. See Part III Item 17(11) of Form 1-A.
       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
October 19, 2018 Page 3                                       Office of
Transportation and Leisure
FirstName LastName