Driveitaway Holdings, Inc. - Quarter Report: 2009 December (Form 10-Q)

FORM 10-QSB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2009

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT

For the transition period from to

Commission file number 333-145999

B2 HEALTH, INC.
(Name of Small Business Issuer in its Charter)


DELAWARE (State or other jurisdiction of incorporation or organization)	20-4456503 I.R.S. Employer Identification number

7750 N. Union Blvd., # 201, Colorado Springs, CO 80920
(Address of principal executive offices) (Zip Code)

Issuer's telephone number: 719-266-1544

Former name, former address, and former fiscal year, if changed since last report

Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the last 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ X ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] Smaller Reporting Company [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ X ] No [ ].

As of February 15, 2010, the Registrant had 775,500 shares issued and 713,000 shares of its Common Stock outstanding.

INDEX

PART I -- FINANCIAL INFORMATION


Item 1.	Financial Statements		Page

	Consolidated Balance Sheet as of September 30, 2009 and December 31, 2009 (unaudited)		5

	Consolidated Statements of Income and Comprehensive Income (Unaudited) for the three months ended December 31, 2008 and 2009; and, for the period of inception (March 8, 2006) through December 31, 2009		6

	Consolidated Statements of Cash Flows (Unaudited) for the three months ended December 31, 2008 and 2009 and for the period of inception (March 8, 2006) through December 31, 2009		7

	Notes to Consolidated Financial Statements (unaudited)	9

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations

	Overview		12

	Liquidity and Capital Resources		12

Item 3	Quantitative and Qualitative Disclosures about Market Risk		16


Item 4.	Controls & Procedures		16

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings		18

Item 1A	Risk Factors		18

Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds		18

Item 3.	Defaults Upon Senior Securities		18

Item 4.	Submission of Matters to a Vote of Security Holders		18

Item 5.	Other Information		18

Item 6.	Exhibits		18

PART 1. FINANCIAL INFORMATION

Item 1.

Financial Statements

The consolidated financial statements included herein have been prepared by B2 Health, Inc. (the Company) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such SEC rules and regulations. In the opinion of management of the Company the accompanying statements contain all adjustments necessary to present fairly the financial position of the Company as of December 31, 2008, and its results of operations for the three month periods ended December 31, 2008 and 2009 (unaudited) and its cash flows for the three month periods ended December 31, 2008 and 2009 (unaudited) and from March 8, 2006 (inception) through December 31, 2009. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto filed as a part of the Company's annual report on Form 10-K.

B2 HEALTH, INC.

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Quarter Ended December 31, 2009


B2 HEALTH, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS

			Dec. 31,
		Sept. 30,	2009
		2009	(Unaudited)
ASSETS
	Current assets
	Cash	$ 174	$ 121
	Accounts receivable	-
	Inventory	3,412	3,412
	Marketable securities	12,603	4,901
	Total current assets	16,189	8,434

	Other	-
		-	-
	Total Assets	$ 16,189	$ 8,434

LIABILITIES & STOCKHOLDERS' EQUITY

	Current liabilities
	Accounts payable	$ 4,816	$ 5,923
	Note payable - related party	13,875	13,875
	Accrued interest payable	1,307	1,307
	Total current liabilities	19,998	21,105
	Total Liabilities	19,998	21,105
	Stockholders' Equity
	Preferred stock, $.0001 par value;
	10,000,000 shares authorized; none issued and outstanding	-	-
	Common stock, $.0001 par value;
	50,000,000 shares authorized;
	775,500 shares issued and 713,000 outstanding	78	78
	Additional paid in capital	272,060	272,060
	Treasury stock at cost (62,500 shares)	(25,000)	(25,000)
	Deficit accumulated during the development stage	(270,799)	(274,406)
	Accumulated other comprehensive income (loss)	19,852	14,597
	Total Stockholders' Equity	(3,809)	(12,671)
	Total Liabilities and Stockholders' Equity	$ 16,189	$ 8,434

The accompanying notes are an integral part of the consolidated financial statements.


B2 HEALTH, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF INCOME AND COMPRHENSIVE INCOME
(Unaudited)
				March 8, 2006
		Three Months	Three Months	(Inception)
		Ended	Ended	Through
		Dec. 31, 2008	Dec. 31, 2009	Dec. 31, 2009
	Sales	$ 15,871	$ -	$ 95,614
	Cost of goods sold	12,653	-	87,037
	Gross profit	3,218	-	8,577
	Operating expenses:
	General and administrative	14,021	5,170	236,440
		14,021	5,170	236,440
	Gain (loss) from operations	(10,803)	(5,170)	(227,863)
	Other operating income:
	Collections of bad debts	-	-	9150
	Gain (loss) from operations	(10,803)	(5,170)	(218,713)
	Other income (expense):
	Interest expense	-	-	(4,139)
	Interest and dividend income	856	-	3,806
	Realized gain (loss) on securities	(7,114)	1,563	(55,360)
		(6,258)	1,563	(55,693)
	Income (loss) before provision for income taxes	(17,061)	(3,607)	(274,406)
	Provision for income tax	-	-	-
	Net income (loss)	$ (17,061)	$ (3,607)	$ (274,406)
	Other comprehensive income (loss) -
	net of tax
	Unrealized gain (loss) on securities	(12,917)	(5,255)	14,597
	Comprehensive income (loss)	$ (29,978)	$ (8,862)	$ (259,809)
	Net income (loss) per share
	(Basic and fully diluted)	$ (0.06)	$ (0.01)
	Weighted average number of
	common shares outstanding	505,000	775,500

The accompanying notes are an integral part of the consolidated financial statements.


B2 HEALTH, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


				March 8, 2006
		Three Months	Three Months	(Inception)
		Ended	Ended	Through
		Dec. 31, 2008	Dec. 31, 2009	Dec. 31, 2009

	Cash Flows From Operating Activities:
	Net income (loss) during the development stage	$ (17,061)	$ (3,607)	$ (274,406)

	Adjustments to reconcile net loss to
	net cash provided by (used for)
	operating activities:
	Compensatory stock issuances			10,500
	Accounts receivable	(14,171)
	Inventory			(3,412)
	Accounts payable	(8,535)	1,107	5,923
	Accrued interest payable			1,307
	Realized (gains) loss on sale of securities	7,114	(1,563)	55,360

	Net cash provided by (used for)
	operating activities	(32,653)	(4,063)	(204,728)


	Cash Flows From Investing Activities:
	Deferred offering costs			(65,862)
	Securities - purchases	(786,894)	-	(1,387,608)
	Securities - sales	720,702	4,010	1,341,944
	Treasury stock purchase			(25,000)
	Net cash provided by (used for)
	investing activities	(66,192)	4,010	(136,526)

(CONTINUED ON FOLLOWING PAGE)

The accompanying notes are an integral part of the consolidated financial statements.


B2 HEALTH, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


(CONTINUED FROM PREVIOUS PAGE)


				March 8, 2006
		Three Months	Three Months	(Inception)
		Ended	Ended	Through
		Dec. 31, 2008	Dec. 31, 2009	Dec. 31, 2009

	Cash Flows From Financing Activities:
	Notes payable - borrowings	15,000		42,175
	Note payable - payments			(28,300)
	Sales of common stock			327,500

	Net cash provided by (used for)
	financing activities	15,000	-	341,375

	Net Increase (Decrease) In Cash	(83,845)	(53)	121

	Cash At The Beginning Of The Period	85,842	174	-

	Cash At The End Of The Period	$ 1,997	$ 121	$ 121


	Schedule Of Non-Cash Investing And Financing Activities

	None

	Supplemental Disclosure

	Cash paid for interest	$ -	$ -	$ -
	Cash paid for income taxes	$ -	$ -	$ -

The accompanying notes are an integral part of the consolidated financial statements.

B2 HEALTH, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

B2 Health, Inc. (the “Company”), was incorporated in the State of Delaware on March 8, 2006. The Company began with the intent to design and manufacture specialized chiropractic tables. Those efforts were unsuccessful and, as a result, the Company is currently in the development stage and has no significant operations to date.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Fiscal year

The Company has chosen September 30 as a year end.

Principles of consolidation

The accompanying consolidated financial statements include the accounts of B2 Health, Inc. and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.

Accounts receivable

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. At December 31, 2009 the Company had no balance in its allowance for doubtful accounts.

Property and equipment

Property and equipment are recorded at cost and depreciated under straight line or accelerated methods over each item's estimated useful life.

B2 HEALTH, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

Revenue recognition

Revenue is recognized on an accrual basis as earned under contract terms.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income tax

The Company accounts for income taxes under ASC 740. Pursuant to ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.

Financial Instruments

The carrying value of the Company’s financial instruments, including cash and cash equivalents and accrued payables, as reported in the accompanying balance sheet, approximates fair value.

B2 HEALTH, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Marketable Securities

Marketable securities are classified as available-for-sale and are presented in the balance sheets at fair market value. Gains and losses are determined using the specific identification method.


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain statements in this Management's Discussion and Analysis of Financial Condition and Results of Operations which are not historical facts are forward-looking statements such as statements relating to future operating results, existing and expected competition, financing and refinancing sources and availability and plans for future development or expansion activities and capital expenditures. Such forward-looking statements involve a number of risks and uncertainties that may significantly affect our liquidity and results in the future and, accordingly, actual results may differ materially from those expressed in any forward-looking statements. Such risks and uncertainties include, but are not limited to, those related to effects of competition, maintaining sufficient working capital for our operations, and the general economic conditions and environment in which we operate.

Overview

B2 Health, Inc. (the “Company” or “B2 Health”) was formed and registered as a Delaware corporation on March 8, 2006. B2 Health was created to bring premium intersegmental traction beds to the healthcare industry by use of its Backroller^TM. B2 Health operates through its wholly-owned subsidiary, Back 2 Health, Ltd., a Colorado corporation. We have suspended our intersegmental traction bed operations and have no plans to further pursue that business plan.

As discussed elsewhere in this report, we intend to serve as a vehicle for a business combination through a merger, capital stock exchange, asset acquisition or other similar business combination with an operating or development stage business which desires to utilize our status as a reporting company under the Securities Exchange Act of 1934, as amended.

The following discussion and analysis generally reflects the historical operations of our intersegmental traction bed business and should be read in conjunction with our Financial Statements and Notes thereto included herein.

Liquidity and Capital Resources

As of December 31, 2009, we had a working capital and stockholders’ deficit of $(12,671), compared with a working capital and stockholders’ deficit of $(3,809) as of September 30, 2009. The Company’s working capital and stockholder’s equity decreased during this time period primarily resulting from operating losses during the three months ended December 31, 2009.

On February 12, 2008 we completed the direct public offering of our common stock. Our registration statement on Form SB-2 was declared effective by the Securities Exchange Commission on October 30, 2007, and registered for sale up to 500,000 shares of our common stock. The offering was conducted on a 200,000 share minimum, best efforts, and all-or-none, 500,000 share maximum basis at an offering price of $1.00 per share. Each investor was required to purchase a minimum of 500 shares, for a minimum investment of $500. We sold an aggregate of 200,000 shares, 300,000

fewer than the maximum offering of 500,000 shares. The costs of this offering amounted to $65,862, which resulted in net proceeds of the offering of $134,138.

Our operating expenses since inception consist primarily of officer salaries and certain accounting and legal costs associated with our financial reporting, interest on borrowings under the Credit Agreement as discussed above, the write-off of certain accounts receivable, as well as minor operating expenses associated with the day to day operations of the company.

As we have suspended operations of the intersegmental traction bed business, our current financial resources are considered adequate to wind down outstanding commitments resulting from those operations. There currently are no plans to obtain any additional financing.

Other Business Opportunities

^{During 2008, we took advantage of an opportunity to purchase a quantity of designer jewelry inventory that was requested by Chris Christmas, LLC, a Denver, Colorado based jewelry designer. Chris Christmas, LLC is controlled by Mr. Chris Christmas, a personal acquaintance of Mr. Quam. Mr. Quam would also be deemed a promoter of Christmas & Company, a holding parent corporation of Chris Christmas, LLC. The inventory was purchased for an aggregate of $25,959 and was immediately resold to Chris Christmas, LLC for an aggregate of $29,074. As of September 30, 2009, an aggregate of $0 has been paid by Chris Christmas, LLC. Due to various uncertainties, the balance of $29,074 was written-off and is included in general and administrative expenses. We intend to vigorously pursue collection of this transaction.}

During 2008, we took advantage of an opportunity to purchase a quantity of used book inventory that was requested by A Trillion Books, Inc., a Colorado Springs, Colorado based reseller of used books. A Trillion Books is controlled by Mr. Stephen Calandrella, a shareholder of the Company. The inventory was purchased for an aggregate of $8,903 and was immediately resold to Trillion Books for an aggregate of $9,970.

Sources of Working Capital

From our inception on March 8, 2006 through December 31, 2009, our primary sources of working capital have come from sale of equity securities and short-term borrowings

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements.

Results of Operations – Three months ended December 31, 2009 compared to three months ended December 31, 2008

For the three months ended December 31, 2009 we had a net loss of $(3,607), or $(0.01) per share, compared to a net loss of $(17,061), or $(0.06) per share for the three months ended December 31, 2008. During the three months ended December 31, 2009 we had no sales. During the three months ended December 31, 2008 we realized sales of $15,871. A total of $14,171 was realized from the sale of books, with a cost of $12,653 resulting in a gross profit of $1,518. The balance of the Company sales of $1,700 for the three months ended December 31, 2008 resulted from the collection of a previously written off account receivable. The net losses during both periods generally reflect our ongoing general and administrative expenses consisting mainly of certain accounting and legal fees associated with our financial reporting, as well as other organization and marketing costs.

The net losses for the three months ended December 31, 2009 and 2008 also include realized gains and losses on our marketable security investments. Comprehensive losses for the three months ended December 31, 2009 and 2008 include unrealized losses on our marketable security investments.

In 2008, we opened a brokerage account to take advantage of various short-term marketable investment security opportunities. For the three months ended December 31, 2009 we purchased and sold various debt and equity securities resulting in a net gain of $1,563. For the three months ended December 31, 2008 we purchased and sold various debt and equity securities resulting in a net loss of $(7,114). In addition, during the three months ended December 31, 2009 and 2008 we earned $-0- and $856, respectively, in investment dividends and interest on money market funds.

At December 31, 2009 we held various marketable security investments resulting in unrealized losses of $(5,255) for the three months ended December 31, 2009, which are included in our comprehensive loss of $(8,862) for the period. At December 31, 2008 we held various marketable security investments resulting in unrealized losses of $(12,917) for the three months ended December 31, 2008, which are included in our comprehensive loss of $(29,978) for the period.

Results of Operations – Period from Inception (March 8, 2006) through December 31, 2009

From our inception on March 8, 2006 to December 31, 2009, B2 Health had a net loss of $(274,406). Since inception, we have realized sales of $42,399 from the sale of beds, resulting in a gross profit $2,877. All our bed sales were generally promotional in nature. We also recognized $53,215 from the sale of books and jewelry, resulting in a gross profit of $5,700. Total revenues since inception are $95,614, on which we have realized a gross profit of $8,577. During the period ended December 31, 2009 we collected $9,150 in accounts receivable previously written off. The net loss primarily reflects our ongoing general and administrative expenses consisting mainly of certain accounting and legal fees associated with our financial reporting, as well as other organization and marketing costs. We also wrote-off $50,974 of accounts receivable which are also included in general and administrative expenses.

For the period from inception (March 8, 2006) through December 31, 2009 we have incurred interest expense of $4,139 related to short term borrowings.

In 2008, we opened a brokerage account to take advantage of various short-term marketable investment security opportunities. From inception through December 31, 2009 we purchased and sold various debt and equity securities resulting in a net loss of $(55,360). In addition, we earned $3,806 in investment dividends and interest on money market funds. At December 31, 2009 we held various marketable security investments resulting in unrealized gains of $14,597 for the period , which are included in our comprehensive loss of $259,809 for the period.

Critical Accounting Policies And Estimates

In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe that the preceding discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results. We constantly re-evaluate these significant factors and make adjustments where facts and circumstances dictate.

Recent Accounting Pronouncements

During 2008 and 2009, various accounting pronouncements have been issued, none of which are expected to have significant effects on our financial statements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

RISK

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our short term money market investments. The Company does not have any financial instruments held for trading or other speculative purposes and does not invest in derivative financial instruments, interest rate swaps or other investments that alter interest rate exposure. The Company does not have any credit facilities with variable interest rates.

ITEM 4

CONTROLS AND PROCEDURES


a)	The Company's Principal Executive Officer and Principal Financial Officer, John Quam, has established and is currently maintaining disclosure controls and procedures for the Company. The disclosure controls and procedures have been designed to provide reasonable assurance that the information required to be disclosed by the Company in reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and to ensure that information required to be disclosed by the Company is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure. The Principal Executive Officer and Principal Financial Officer conducted a review and evaluation of the effectiveness of the Company's disclosure controls and procedures and has concluded, based on his evaluation as of the end of the period covered by this Report, that our disclosure controls and procedures are not effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and to ensure that the information required to be disclosed by the Company is accumulated and communicated to management, including our principal executive officer and our principal financial officer, to allow timely decisions regarding required disclosure. The principal deficiency in our disclosure controls and procedures is the fact that we have only one part-time employee, Mr. Quam, and lack a fully dedicated chief financial officer. Accounting functions are outsourced and do not involve the implementation of internal controls.

b)	There has been no change in our internal control over financial reporting during the quarter ended December 31, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our principal executive and financial officer does not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive and financial officer has determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.


PART II.		OTHER INFORMATION

		Item 1.		Legal Proceedings

				None, except as previously disclosed.

		Item 1A		Risk Factors
				None

		Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds

				None

		Item 3.			Defaults Upon Senior Securities

					None, except as previously disclosed.

		Item 4.			Submission of Matters to a Vote of Security Holders

					None, except as previously disclosed.

		Item 5.			Other Information

					None, except as previously disclosed.

		Item 6.			Exhibits

	Exhibits:
	31.		Certification required by Section 13a-14(a) of the Exchange Act.
	32.		Certification Pursuant to 18 U.S.C. Section 1350

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.


	B2 HEALTH, INC.

Date: February 22, 2010	By /s/ John Quam________
	John Quam, President, Principal Executive Officer and Principal Financial Officer