Amended Statement of Changes in Beneficial Ownership (4/a)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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. Issuer Name and Ticker or Trading Symbol B2Digital, Inc. [ BTDG ]	5. 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
(Last) (First) (Middle) 4522 W. VILLAGE DR.	3. Date of Earliest Transaction (MM/DD/YYYY) 2/14/2020
(Street) TAMPA, FL 33624 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 1/8/2021	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								177545200	I	LLC ⁽¹⁾
Common Stock								177545201	D
Common Stock	2/14/2020		G⁽²⁾		6500000	D	$0	171045201	I	LLC ⁽¹⁾
Common Stock	3/5/2020		G⁽²⁾		8000000	D	$0	163045201	I	LLC ⁽¹⁾
Common Stock	6/1/2020		G⁽²⁾		3000000	D	$0	160045201	I	LLC ⁽¹⁾
Common Stock	6/15/2020		G⁽²⁾		9000000	D	$0	151045201	I	LLC ⁽¹⁾
Common Stock	6/24/2020		G⁽²⁾		2000000	D	$0	149045201	I	LLC ⁽¹⁾
Common Stock	8/11/2020		G⁽²⁾		4000000	D	$0	145045201	I	LLC ⁽¹⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽³⁾							1/22/2017	⁽⁴⁾	Common Stock	204000000		349045201	I	LLC ⁽¹⁾

Explanation of Responses:
(1)	Shares owned by B2 Management Group, LLC, which is owned by Mr. Bell.
(2)	The shares were a bona-fide gift by B2 Management Group, LLC which transferred the share ownership from B2 Management Group, LLC to third parties. The shares were not sold and no cash or other consideration was received by B2 Management Group, LLC or Mr. Bell.
(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.
(4)	Shares are convertible at any time by the holder.

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