UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   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): July 23, 2004

                                 B2DIGITAL, INC.

                               Formerly known as:

                        TELECOMMUNICATION PRODUCTS, 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 Blvd., Suite B, Beverly Hills, CA 90210
               (Address of principal executive offices)(Zip Code)
       Registrant's telephone number, including area code: (310) 281-2571

Check  the  appropriate  box  below  if  the  Form  8-K  filing  is  intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions  (see  General  Instructions  A.2  below):

[ ]  Written  communications  pursuant to Rule 425 under the Securities Act  (17
CFR  230.425)

[ ]  Soliciting material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act  (17  CFR  240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act  (17  CFR  240.13e-4(c))

ITEM  1.02  TERMINATION  OF  A  MATERIAL  DEFINITIVE  AGREEMENT

On  August  10,  2004,  B2Digital,  Inc.  and  Eagle  West  Communications, Inc.
terminated  the  Asset  Purchase Agreement previously reported on July 23, 2004.
As  a  result  of  the  termination,  we recovered the $100,000 in earnest money
previously  paid  pursuant  to  the Agreement. The details of this Agreement and
subsequent  termination  are  as  set  forth  in  Item  2.01  below.

ITEM  2.01  COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS (FORMERLY ITEM 2.
ACQUISITION  OR  DISPOSITION  OF  ASSETS)

On  April  3,  2004,  we ("Buyer") entered into an Asset Purchase Agreement with
Eagle West Communications, Inc., a Nevada corporation ("Seller"),and Eagle West,
LLC.  ("Operator") (see Exhibit 2.1). The Operator owns certain cable television
systems  serving  communities  in  Arizona,  Nevada  and  New Mexico. The Seller
entered  into an asset purchase agreement to buy said assets from Operator. This
Agreement  would  then  offer  those assets to the Buyer. Under the terms of the
Agreement,  we agreed to purchase all of the Seller's assets and properties used
in  connection  with  the  operation  of  this  business,  with no assumption of
liabilities.  The  terms  of the Agreement required us to pay the purchase price
for  these  assets,  which  is  the  sum of  (a) $100,000, Earnest Money and (b)
$1,600,000  upon  closing.

On  May  5, 2004, the bankruptcy court approved the Asset Purchase Agreement. On
July  8,  2004, the Seller informed us that the Operator has not yet to date met
all  the  terms  and conditions of the contract including delivering assets free
from  liens  and liabilities. We paid $100,000 in connection with the Agreement.
On  August  10,  2004,  B2Digital,  Inc.  and  Eagle  West  Communications  Inc.
terminated  the  Agreement  and  we  recovered  the  $100,000  in earnest money.

ITEM  9.01  FINANCIAL  STATEMENTS  AND  EXHIBITS  (FORMERLY  ITEM  7.  FINANCIAL
STATEMENTS  AND  EXHIBITS)

(a)  Financial  statements  of  businesses  acquired;  (b)  Pro  forma financial
information:
Financial  statements  will not be provided as the Asset Purchase Agreement with
Eagle  West  Communications,  Inc.  was  terminated  on  August  10,  2004.

(c)  Exhibits:

2.1  Asset  Purchase  Agreement  between  the  Registrant  and  Eagle  West
Communications,  Inc.  dated  April  3,  2004.  *

Previously  filed.



                                    SIGNATURE

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: November 17, 2004
                              /s/ Robert C. Russell
                          ----------------------------
                         Name: Robert C. Russell
                         Title: President