Amended Statement of Beneficial Ownership (3/a)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Bell Gregory Phelps

2. Date of Event Requiring Statement (MM/DD/YYYY) 10/9/2019

3. Issuer Name and Ticker or Trading Symbol

B2Digital, Inc. [BTDG]

(Last) (First) (Middle)

4522 W. VILLAGE DR.

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director ___X___ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
Chairman and CEO /

(Street)

TAMPA, FL 33624

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)
10/21/2019

6. Individual or Joint/Group Filing(Check Applicable Line)

___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	177545200	I	LLC ⁽¹⁾
Common Stock	1	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	1/22/2017	⁽²⁾	Common Stock	204000000	⁽³⁾	I	LLC ⁽¹⁾

Explanation of Responses:
(1)	Shares owned by B2 Management Group, LLC, which is owned by Mr. Bell.
(2)	Shares are convertible at any time by the holder.
(3)	850,000 shares of Series A Preferred Stock which are convertible into 240 shares of Common Stock per share of Series A Preferred Stock.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bell Gregory Phelps 4522 W. VILLAGE DR. TAMPA, FL 33624	X	X	Chairman and CEO
B2 Management Group, LLC 4522 W. VILLAGE DR. TAMPA, FL 33624		X