UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 8-K
                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of Earliest Event Reported): January 14, 2005

                             B2DIGITAL, INCORPORATED

             (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  1.01  ENTRY  INTO  A  MATERIAL  DEFINITIVE  AGREEMENT

On  January  14, 2005, B2Digital, Inc. entered into an Investment Agreement (the
"Agreement")  with Dutchess Private Equities Fund II, LP (the "Investor").  This
Agreement  provides  that,  following  notice to the Investor, we may put to the
Investor up to $12,500,000 of our common stock for a purchase price equal to 94%
of  the  lowest  closing  bid  price of our common stock on the Over-the-Counter
Bulletin  Board during the five day period following that notice.  The number of
shares  that  we  are  permitted to put pursuant to the Agreement is either: (A)
200%  of  the  average daily volume of the common stock for the ten trading days
prior  to the applicable put notice date, multiplied by the average of the three
daily  closing  bid  prices  immediately preceding the put date; or (B) $25,000;
provided  however,  that the put amount can never exceed $1,000,000 with respect
to  any  single  put.

In  connection  with  this  Agreement, we agreed to register the shares issuable
pursuant  to  the  Agreement.  Copies  of  the Agreement and Registration Rights
Agreement  are  filed  as  exhibits  to  this  Form  8-K.

ITEM  9.01  FINANCIAL  STATEMENTS  AND  EXHIBITS

 (c)  Exhibits:

  10.1  Investment  Agreement  with  Dutchess  Private  Equities  Fund,  II  LP

  10.2  Registration  Rights  Agreement

                                    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:  January  18,  2005

                              /s/  Robert  C.  Russell
                              ----------------------------
                              Name:  Robert  C.  Russell
                              Title:  President