8-K/A

                                    FORM  8-K/A

                                 CURRENT  REPORT
     Pursuant  to  Section  13  or  15(d) of the Securities Exchange Act of 1934



        Date  of  Report  (Date  of  Earliest  Event Reported): August  12, 2004

                                     B2Digital,  Inc.
             (Exact  name  of  Registrant  as  specified  in  its  charter)


     Delaware                       0-11882                     84-0916299
(State  or  other           (Commission  File  Number)      (I.R.S.  Employer
jurisdiction  of                                         Identification  No.)
incorporation)


                        9171  Wilshire  Boulevard,  Suite  B
                        Beverly  Hills,  California  90210
                    -----------------------------------------
               (Address  of  principal  executive  offices)(Zip  Code)


        Registrant's  telephone  number,  including  area  code:  (310)281-2571





ITEM  5.   OTHER  EVENTS  AND  REG.  FD  DISCLOSURE

On April 23, 2004, the Registrant entered into an agreement to acquire 20% of B2
networks  Inc.  The investment required the registrant to issue 1,666,667 shares
of  its  common  stock  and incremental payments totaling $500,000 (five hundred
thousand).  On  August 3 2004 the Company amended the Agreement and reduced it's
investment  to  10%  or  110  shares, the company is obliged to pay $200,000 and
Issue 2,667,000, to date the registrant has made payments of $150,000 and issued
1,667,000.

EXHIBIT  INDEX

Number                          Exhibit  Description

10.1  Purchase  Agreement  between  the  Registrant  and  b2networks Inc.  dated
April  23,  2004.

10.2  Amended  Purchase  Agreement  between  the  Registrant and b2networks Inc.
dated  August  3,  2004
                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

B2DIGITAL, INC.

Date:  August  12,  2004
/s/ Robert C. Russell
- ----------------------------
Name:  Robert  C. Russell
Title:  Chief  Executive Officer

EX-10.2

Exhibit  10.2


AMENDMENT  TO  MEMBERSHIP  INTEREST PURCHASE AGREEMENT, DATED APRIL 23, 2004 AND
AMENDMENT  TO  LETTER  OF  UNDERSTANDING,  DATED  MARCH  6,  2004


     THIS  AMENDMENT  TO MEMBERSHIP INTEREST PURCHASE AGREEMENT, DATED APRIL 23,
2004 AND AMENDMENT TO LETTER OF UNDERSTANDING, DATED MARCH 6, 2004 ("Amendment")
is  entered  into  as  of the 4th day of August 2004 by and between B2 Networks,
LLC, a Nevada limited-liability company ("Seller" or "Company"), and B2 Digital,
Inc.,  formerly  known  as  Telecommunication  Products,  Inc.  ("Buyer").
The  terms  of  the MEMBERSHIP INTEREST PURCHASE AGREEMENT, DATED APRIL 23, 2004
are  amended  as  follows:
1.     Sale  and  Transfer of Interest.  Subject to the terms and conditions set
forth in this Amendment, Seller will transfer and convey the Membership Interest
     to  Buyer, and Buyer will acquire the Membership Interest from Seller, upon
payment  of  the  Consideration  (as  defined  hereinbelow)  at  Closing.
2.     Consideration.  For  and  in  consideration  of  Seller's transfer of the
Membership  Interest  hereunder,  Buyer  and  Seller  agree  to  the  following:
(a)     Buyer  shall pay to Seller the total sum of Two Hundred Thousand Dollars
($200,000)  in  cash.  Seller  acknowledges  that  it  has  already received One
Hundred  Fifty  Thousand  Dollars  ($150,000)  from  Buyer.  Buyer shall pay the
remaining  Fifty Thousand Dollars ($50,000) on or before September 17, 2004, via
wire  transfer  to  Seller's  account.  Upon  payment  of  the  full Two Hundred
Thousand  Dollars ($200,000), Seller shall transfer to Buyer 83 Voting Shares of
B2  Networks, LLC.  If Buyer fails to make the payment required by September 17,
2004, at Seller's sole option, Buyer shall only be entitled to 63 Voting Shares.
     (b)     Seller  currently  holds a Common Stock Certificate for One Million
Six  Hundred  Sixty-Seven  Thousand  (1,667,000)  shares  of  Telecommunication
Products,  Inc.  (Market  symbol  TCBD),  dated  May  3,  2004,  with  certain
restrictions  (the  "Stock  Certificate").  As part of the consideration herein,
the  Stock  Certificate  shall  be  converted to an equal number of shares of B2
Digital,  Inc. (market symbol BTWO), and a new stock certificate shall be issued
to  Seller  by August 13, 2004.  The stock certificate and shares of B2 Digital,
Inc.  shall  be  registered  and  shall  be  capable  of  being  traded  and/or
transferred,  without  restriction,  on  the  appropriate  stock exchange, on or
before  September  3,  2004. Upon receipt of the converted shares by Seller, and
once  the  shares  are  tradable and/or transferable without restriction, Seller
shall  issue  to  Buyer  an  additional  14  Voting  Shares of B2 Networks, LLC.
(c)     Buyer  shall  issue  to  Seller  and  additional One Million (1,000,000)
shares of B2 Digital, Inc. stock (market symbol BTWO), by August 13, 2004, which
     shares  shall  be  capable  of  being  traded  and/or  transferred  on  the
appropriate stock exchange by November 15, 2004.  Upon receipt of the additional
One  Million  (1,000,000)  shares  by  Seller,  and once the shares are tradable
and/or  transferable  without  restriction,  Seller  shall  issue  to  Buyer  an
additional  8  Voting  Shares  of  B2  Networks,  LLC.
(d)     For  each  of  the respective transfers set forth in Item 2(b) and 2(c),
above,  Seller  shall  only  be  entitled to sell up to Five Percent (5%) of the
total  volume  of  B2  Digital,  Inc  (market  symbol  BTWO) stock traded on the
previous day, until February 1, 2005.  There shall be no restriction on the sale
     or  transfer  of any of the shares issued by Buyer to Seller after February
1,  2005.
3.     Conflicts  and  Survival  Of  Remaining  Terms.          The terms of the
Membership  Interest  Purchase Agreement, Dated April 23, 2004, shall be read to
give  full effect to the terms of the Amendments made herein, and in case of any
conflict  between  the  Membership  Interest Purchase Agreement, Dated April 23,
2004  and  this  Amendment,  the  terms of this Amendment shall control.  To the
extent that the terms of the Membership Interest Purchase Agreement, Dated April
     23,  2004  are  not  amended or otherwise affected by this Amendment, those
terms  shall  remain  in  full  force and effect, including, but not limited to,
Section  4,  Representations of Seller, and Section 5, Representations of Buyer.
4.     Execution Of Necessary Documents.          Buyer and Seller each agree to
     execute  any documents necessary to effectuate the terms and intent of this
Amendment,  including,  but not limited to, any changes that may be necessary in
the  Operating  Agreement  of  B2  Networks, LLC, which among other matters will
confirm  the  revised  capitalization  of  B2  Networks,  LLC,  as determined by
Seller's  accountants.
     The  terms  of the LETTER OF UNDERSTANDING, DATED MARCH 6, 2004 are amended
as  follows:
5.     Payments.     On  Page  4,  "Services,  Addendum  B, Continued," Software
Royalty/Revenue  Share  Payments,  The  Company to Pay to B2, Paragraph 1.3, the
payment  due  from  Buyer to Seller shall be Fifteen Thousand Dollars ($15,000),
due  on  or  before  August  20,  2004.  Seller  hereby acknowledges that it has
previously  received  Thirty  Thousand  dollars ($30,000) in connection with the
Letter  Of  Understanding,  Dated  March  6,  2004.
6.     Conflicts  and  Survival  Of  Remaining  Terms.          The terms of the
Letter  Of Understanding, Dated March 6, 2004, shall be read to give full effect
to  the terms of the Amendments made herein, and in case of any conflict between
the  Letter  Of Understanding, Dated March 6, 2004 and this Amendment, the terms
of  this Amendment shall control.  To the extent that the terms of the Letter Of
Understanding, Dated March 6, 2004 are not amended or otherwise affected by this
Amendment,  those  terms  shall  remain  in  full  force  and  effect.

                               MISCELLANEOUS TERMS

     7.     Notices.  Any  and all notices or demands by any party hereto to any
other  party,  required or desired to be given hereunder shall be in writing and
shall  be  validly given or made if served personally, delivered by a nationally
recognized  overnight courier service or if deposited in the United States Mail,
certified,  return  receipt  requested,  postage  prepaid, addressed as follows:
     If  to  Buyer:          B2  Digital,  Inc.
               1926  Hollywood  Blvd
               Suite  208
                         Hollywood,  Florida  33020
                         Attn:  Robert  Russel,  CEO

     If  to  Seller:          B2  Networks  LLC
               8350  W  Desert  Inn  Road
               Suite  1079
               Las  Vegas,  Nevada  89117
               Attn:  Greg  P.  Bell

Any  party hereto may change its address for the purpose of receiving notices or
demands  as  hereinabove  provided  by  a  written  notice  given  in the manner
aforesaid  to  the  other  party(ies).  All  notices  shall  be  as  specific as
reasonably  necessary to enable the party receiving the same to respond thereto.
     8.     Counterparts.  This  Amendment  may  be  executed  in  any number of
counterparts,  each  of  which  shall  be  deemed  an  original and all of which
together  shall constitute one and the same instrument.  Delivery of an executed
counterpart  of  a  signature  page  to  this  Amendment  by  facsimile shall be
effective  as  delivery  of a manually executed counterpart of this Amendment in
person.
9.     Negotiated  Amendment.  This is a negotiated Amendment.  All parties have
participated  in  its  preparation.  In  the  event of any dispute regarding its
interpretation,  it  shall  not be construed for or against any party based upon
the  grounds  that  the  Amendment  was  prepared  by  any  one  of the parties.
10.     Time  of  Essence:  Time  is of the essence of this Amendment and all of
its  provisions.
     IN  WITNESS WHEREOF, the parties have executed this Amendment effective the
day  and  year  above-written.

"BUYER"                                   "SELLER"


B2  Digital,  Inc.  f/k/a
Telecommunication  Products,  Inc.                B2  Networks,  LLC

___________________________                    _______________________
By:  Robert  Russell                              By: Greg  P.  Bell,
President & CEO                                       Sole  Manager