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                         November 20, 2020

       Greg Bell
       Chief Executive Officer
       B2Digital, Incorporated
       4522 West Village Drive, Suite 215
       Tampa, FL 33624

                                                        Re: B2Digital,
Incorporated
                                                            Offering Statement
on Form 1-A
                                                            Filed November 10,
2020
                                                            File No. 024-11364

       Dear Mr. Bell:

                                                        We have reviewed your
offering statement and do not have any comments.

               We will consider qualifying your offering statement at your
request. If a participant in
       your offering is required to clear its compensation arrangements with
FINRA, please have
       FINRA advise us that it has no objections to the compensation
arrangements prior to
       qualification.

               We remind you that the company and its management are
responsible for the accuracy
       and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of
       action by the staff. We also remind you that, following qualification of
your Form 1-A, Rule 257
       of Regulation A requires you to file periodic and current reports,
including a Form 1-K which
       will be due within 120 calendar days after the end of the fiscal year
covered by the report.

             Please contact Nicholas Lamparski at (202) 551-4695 or Dietrich
King at (202) 551-
       8071 with any other questions.




                         Sincerely,


                         Division of Corporation Finance

                         Office of Trade & Services
       cc:                                              Brian Higley