Exhibit
32.1
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of B2Digital, Incorporated, (the "Company")
on Form 10-QSB for the period ended June 30, 2007, as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Robert Russell,
Chief Executive Officer and Marcia Pearlstein, Interim Chief Financial Officer,
of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The
Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2)
The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
/s/
Robert Russell
-------------------------------------
Robert
Russell
Chief
Executive Officer
/s/
Marcia Pearlstein
-------------------------------------
Marcia
Pearlstein
Interim
Chief Financial Officer
Dated:
August 15, 2007
The
foregoing certification is being furnished solely pursuant to Section 906 of
the
Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United
States Code) and is not being filed as part of the Report or as a separate
disclosure document.