Exhibit 16.1

Larry O'Donnell, CPA, P.C.

Telephone (303) 745-4545	2228 South Fraser Street
Fax (303) 369-9384	Unit I
	Aurora, Colorado 80014

May 18, 2007

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

RE: B2Digital, Inc.

Ladies and Gentlemen:

I have read the statements made by B2Digital, Inc. in Item 4.01 of the accompanying Form 8-K (Commission file number 0-11882), which is being filed with the Securities and Exchange Commission. I agree with the statements contained therein concerning the firm.

Very truly yours,

/s/ Larry O Donnell

Larry O’Donnell, CPA, P.C.