United States securities and exchange commission logo





                                January 25, 2021

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

                                                        Re: B2Digital, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed December 31,
2020
                                                            File No. 333-251846

       Dear Mr. Bell:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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 registration
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 registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1 filed December 31, 2020

       Cover Page

   1.                                                   We note you disclose
that the selling security holders may offer the shares "at prevailing
                                                        market prices or at
privately negotiated prices." Please revise your disclosure throughout
                                                        the prospectus to
clarify that the selling security holders will sell at a fixed price or within
                                                        a bona fide price range
until your shares are listed or quoted on an established public
                                                        trading market and
thereafter at prevailing market prices or privately negotiated prices.
                                                        Please disclose the
fixed price or bona fide price range in the prospectus.
 Greg Bell
FirstName  LastNameGreg Bell
B2Digital, Inc.
Comapany
January 25,NameB2Digital,
            2021          Inc.
January
Page 2 25, 2021 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operation, page
20

2.       Please expand your disclosures in this section to address your
financial condition, changes
         in financial condition, and results of operations for the two-year
period covered by your
         audited financial statements. In this regard, we note that your MD&A
should discuss
         your financial condition and results of operations for the years ended
March 31, 2020 and
         March 31, 2019, whereas you have included a discussion only covering
your interim
         financials for the three and six months ended September 30, 2020 and
September 30,
         2019. Refer to Instruction 1 to Item 303(a) of Regulation S-K.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      Please contact Nicholas Lamparski at (202) 551-4695 or Dietrich King at
(202) 551-
8071 with any questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Trade &
Services
cc:      Brian Higley