SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Bell Gregory Phelps (Last) (First) (Middle) 4522 W. VILLAGE DR. (Street) TAMPA FL 33624 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/09/2019	3. Issuer Name and Ticker or Trading Symbol B2Digital, Inc. [ BTDG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman and CEO	5. If Amendment, Date of Original Filed (Month/Day/Year) 10/21/2019
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	177,545,200	I	LLC(1)
Common Stock	1	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	01/22/2017	(2)	Common Stock	204,000,000	(3)	I	LLC(1)

1. Name and Address of Reporting Person* Bell Gregory Phelps (Last) (First) (Middle) 4522 W. VILLAGE DR. (Street) TAMPA FL 33624 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman and CEO

1. Name and Address of Reporting Person* B2 Management Group, LLC (Last) (First) (Middle) 4522 W. VILLAGE DR. (Street) TAMPA FL 33624 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Shares owned by B2 Management Group, LLC, which is owned by Mr. Bell.

2. Shares are convertible at any time by the holder.

3. 850,000 shares of Series A Preferred Stock which are convertible into 240 shares of Common Stock per share of Series A Preferred Stock.

	/s/ Greg P. Bell	01/07/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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