September 25, 2019

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

       Re: B2Digital, Inc.
           Offering Statement on Form 1-A
           Post-qualification Amendment No. 1
           Filed September 5, 2019
           File No. 024-10888

Dear Mr. Bell :

       We have reviewed your amendment 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.

Post-qualification Amendment No. 1

General

1.     Please have your auditor revise the consent to reflect the correct
reporting date and period
       covered for the fiscal year ended March 31, 2019. Additionally, please
file an auditor
       consent with respect to the audit report dated July 6, 2018 for the
fiscal year ended March
       31, 2018.
        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
 Greg Bell
B2Digital, Inc.
September 25, 2019
Page 2

and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

        You may contact John Stickel at 202-551-3324 or J. Nolan McWilliams at
202-551-
3217 if you have any questions.



                                                          Sincerely,
FirstName LastNameGreg Bell
                                                          Division of
Corporation Finance
Comapany NameB2Digital, Inc.
                                                          Office of
Transportation and Leisure
September 25, 2019 Page 2
cc:       Brian Higley
FirstName LastName