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                                  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.


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


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


         1926 Hollywood Boulevard, Suite 208, Hollywood Florida , 33020
               (Address of principal executive offices)(Zip Code)


       Registrant's telephone number, including area code: (954) 620 0208






ITEM  2.  ACQUISITION  OR  DISPOSITION  OF  ASSETS.

On  April  3,  2004,  the  Registrant  entered  into  an  Asset  Purchase
Agreement("Buyer")  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.  Seller entered into an asset purchase agreement to buy said assets from
Operator.  This  Agreement  will then offer those assets to the Buyer. Under the
terms  of  the  Agreement, the Registrant 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, require the
Registrant  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 the Registrant 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. The Registrant can not be sure if or
when  it  may  complete the Purchase. The Registrant paid $100,000 in connection
with  the  Agreement.

ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS.

(a)  Financial  statements  of  businesses  acquired:

The  financial  statements  required  by  this  item  are not included since the
agreement  has  not  been completed.  Such financial statements  will  be  filed
within  60  days  of  the required filing date once the agreement is completed.


(b)  Pro  forma  financial  information:

The  financial  statements  required  by  this  item  are not included since the
agreement  has  not  been completed.  Such financial statements  will  be  filed
within  60  days  of  the  required filing date once the agreement is completed

(c)  Exhibits:

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


                                    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.

                                   TELECOMMUNICATION  PRODUCTS,  INC.

Date:  July  23,  2004

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




EXHIBIT  INDEX

Number     Exhibit  Description

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