Driveitaway Holdings, Inc. - Quarter Report: 2009 June (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 June 30, 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 September 1, 2009, 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, 2008 and June 30, 2009 (unaudited)		5

	Consolidated Statements of Income and Comprehensive Income (Unaudited) for the three months ended June 30, 2008 and 2009; for the nine months ended June 30, 2008 and 2009; and, for the period of inception (March 8, 2006) through June 30, 2009		6

	Consolidated Statements of Cash Flows (Unaudited) for the nine months ended June 30, 2008 and 2009 and for the period of inception (March 8, 2006) through June 30, 2009		8

	Notes to Consolidated Financial Statements (unaudited)	10

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

	Overview		13

	Plan of Operations		13

	Liquidity and Capital Resources		14

Item 3	Quantitative and Qualitative Disclosures about Market Risk		20


Item 4.	Controls & Procedures		20

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings		22

Item 1A	Risk Factors		22

Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds		22

Item 3.	Defaults Upon Senior Securities		22

Item 4.	Submission of Matters to a Vote of Security Holders		22

Item 5.	Other Information		22

Item 6.	Exhibits		22

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 September 30, 2008, and its results of operations for the six and nine month periods ended June 30, 2008 and 2009 (unaudited) and its cash flows for the nine month periods ended June 30, 2008 and 2009 (unaudited) and from March 8, 2006 (inception) through June 30, 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 June 30, 2009


B2 HEALTH, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
				June 30,
		Sept. 30,		2009
		2008		(Unaudited)

ASSETS

	Current assets
	Cash		$ 85,842				$ 666
	Accounts receivable		7,971				22,142
	Inventory		3,412				3,412
	Marketable securities						23,980
	Total current assets		97,225				50,200

	Total Assets		$ 97,225				$ 50,200

LIABILITIES & STOCKHOLDERS' EQUITY

	Current liabilities
	Accounts payable		$ 8,461			$ 10,658
	Note payable - related party					17,750
	Accrued interest payable		1,307			1,307
	Total current liabilities		9,768			29,715

	Total Liabilities		9,768			29,715

	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		(159,681)		(244,402)
	Accumulated other comprehensive income (loss)		-		17,749
	Total Stockholders' Equity		87,457		20,485
	Total Liabilities and Stockholders' Equity		$ 97,225		$ 50,200

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


B2 HEALTH, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
											March 8, 2006
			Three Months		Three Months		Nine Months		Nine Months		(Inception)
			Ended		Ended		Ended		Ended		Through
			June 30, 2008		June 30, 2009		June 30, 2008		June 30, 2009		June 30, 2009
	Sales		$ 14,400		$ -		$ 31,400		$ 15,871		$ 97,314
	Cost of goods sold		11,854		-		28,788		12,653		87,037
	Gross profit		2,546		-		2,612		3,218		10,277
	Operating expenses:
	General and administrative		14,579		21,760		34,762		29,186		199,954
			14,579		21,760		34,762		29,186		199,954
	Other operating items:
	Collection of previously written off receivables			-				7,450		7,450
		-		-		-		7,450		7,450
	Gain (loss) from operations	(12,033)		(21,760)		(32,150)		(18,518)		(182,227)
	Other income (expense):
	Interest expense	-		(509)		(654)		(1,591)		(3,850)
	Interest and dividend income	-		20		-		988		3,862
	Realized gain (loss) on securities	-		11,945		-		(47,851)		(44,438)
		-		11,456		(654)		(48,454)		(44,426)
	Income (loss) before provision for income taxes	(12,033)		(10,304)		(32,804)		(66,972)		(226,653)
	Provision for income tax	-		-		-		-		-
	Net income (loss)	(12,033)		(10,304)		(32,804)		(66,972)		(226,653)

	(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 INCOME AND COMPREHENSIVE INCOME

(Unaudited)

(CONTINUED FROM PREVIOUS PAGE)

March 8, 2006

Three Months

Nine Months

(Inception)

Ended

Through

June 30, 2008

June 30, 2009

June 30, 2008

June 30, 2009

Other comprehensive income (loss) -

net of tax

Unrealized gain (loss) on securities

5,433

8,748

Comprehensive income (loss)

$ (12,033)

$ (4,871)

$ (32,804)

$ (58,224)

$ (217,905)

Net income (loss) per share

(Basic and fully diluted)

$ (0.02)

$ (0.01)

$ (0.05)

$ (0.09)

Weighted average number of

common shares outstanding

767,500

775,500

671,667

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
		Nine Months	Nine Months	(Inception)
		Ended	Ended	Through
		June 30, 2008	June 30, 2009	June 30, 2009

	Cash Flows From Operating Activities:
	Net income (loss) during the development stage	$ (32,804)	$ (66,972)	$ (226,653)

	Adjustments to reconcile net loss to
	net cash provided by (used for)
	operating activities:
	Compensatory stock issuances			10,500
	Accounts receivable	(24,020)	(14,171)	(22,142)
	Inventory	28,789	-	(3,412)
	Accounts payable	(2,920)	2,197	10,658
	Accrued interest payable	654	-	1,307
	Realized (gain) loss on sale of securities		47,851	44,438

	Net cash provided by (used for)
	operating activities	(30,301)	(31,095)	(185,304)


	Cash Flows From Investing Activities:
	Deferred offering costs	(31,123)	-	(65,862)
	Securities - purchases		(922,269)	(1,240,398)
	Securities - sales		850,438	1,171,980
	Treasury stock purchase		-	(25,000)
	Net cash provided by (used for)
	investing activities	(31,123)	(71,831)	(159,280)




(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
		Nine Months	Nine Months		(Inception)
		Ended	Ended		Through
		June 30, 2008	June 30, 2009		June 30, 2009

	Cash Flows From Financing Activities:
	Notes payable - borrowings	9,300	17,750	42,050
	Notes payable - payments	(24,300)	-	(24,300)
	Sales of common stock	200,000	-	327,500
	Net cash provided by (used for)
	financing activities	185,000	17,750	345,250

	Net Increase (Decrease) In Cash	123,576	(85,176)	666

	Cash At The Beginning Of The Period	1,900	85,842	-

	Cash At The End Of The Period	$ 125,476	$ 666	$ 666


	Schedule Of Non-Cash Investing And Financing Activities

	None

	Supplemental Disclosure

	Cash paid for interest	$ -	$ 1,590
	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 plans to design and manufacture specialized chiropractic tables. 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-QSB 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.

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 Statement of Financial Accounting Standards No. 109 (“SFAS 109”). Under SFAS 109 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. The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report.

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 completed our first Backroller sales in March, 2007.

B2 Health offers its Backroller primarily through a number of regional distributors located throughout the United States. We chose to market our product though distributors to increase our market reach and achieve faster market penetration.

Plan of Operations

Following completion of our direct public offering in February 2008, we had been working to increase production, increase sales and reduce our operating losses. We have not had any sales of Backrollers in the past nine months, and our efforts to market the traction bed have been nominal. If we decide to actively support the Backroller in the future, of which there can be no assurance,we will face operational challenges to increase our sales and production levels. The following are the key issues and challenges facing the Company, should it resume its efforts to promote its product:


	*	Production Planning. It is difficult to project future sales and, as a result, we may have to delay orders or only fill partial orders. We plan to maintain a revolving inventory so that in the event of rapid increases in sales, we can quickly supply the demand.


	*	Lack of Marketing Materials. We have had very limited marketing budgets and are not yet competitive with others in the medical device industry marketing in the amount and quality of marketing materials needed to support our distribution network.
	*	Availability of Distributor Agreements and Brand Recognition. Because we are a new entrant in the industry, we must build brand recognition and stimulate demand through our network of independent, third-party distributors. While we have informal agreements with two independent sales organizations that deal specifically in the medical device industry, these arrangements are terminable without prior notice.
	*	Continued Operating Losses. Our history of operating losses makes it difficult to raise capital for our working capital needs.

The following discussion and analysis has been based on a short operating history and should be read in conjunction with our Financial Statements and Notes thereto included herein.

Liquidity and Capital Resources

As of June 30, 2009, we had a working capital of $20,485 and stockholders’ equity of $20,485, compared with working capital of $87,457 and stockholders’ equity of $87,457 as of September 30, 2008. The Company’s working capital and stockholder’s equity decreased during this time period primarily resulting from the net loss incurred during the nine months ended June 30, 2009.

During the nine months ended June 30, 2009, we obtained short term loans from a shareholder in the amount of $17,750 to be used as general working capital. The loan has no defined terms and is payable on demand from the lender.

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.

We currently have no commitments, understandings or arrangements for any additional working capital. If we are unable to secure additional financing to cover our operating losses until break-even operations can be achieved, we may not be able to continue as a going concern. We are not aware of any trends, events or uncertainties that have or are reasonably likely to have a material impact on our short-term or our long-term liquidity.

We estimate that we may require as much as approximately $200,000 over the next twelve (12) months to meet our expenses. We may require additional funds over the next three years to assist in realizing our goals. The amount and timing of additional funds required will be dependent on a variety of factors and cannot be determined at this time. The Company has been successful in paying its operating costs from sales of common stock and short term loans from shareholders. We cannot be certain that we will be able to raise any additional capital to fund our ongoing operations.

We contracted with an OEM to manufacture our Backroller. As we have no long term manufacturing commitments or arrangements

Our operating expenses since inception consist primarily of officer salaries and certain accounting and legal costs associated with our financial reporting, interest on short-term borrowings, the write-off of certain accounts receivable as discussed below, as well as minor operating expenses associated with the day to day operations of the company. Our current cash requirements for our daily ongoing operations are approximately $5,000 per month, which to date we have paid principally out of working capital derived from sales of equity securities and short-term borrowing. There can be no assurance that we will receive sufficient funding from such sources to continue to fund our current operations and continue to execute our business plans.

Overview of Product Distribution

Our primary method of distribution was through a network of independent local and regional distributors, whose principal business is the distribution of medical devices and, in some cases, other traction beds, and who traditionally have distribution relationships with other medical device developers. We have no long-term commitments with or from any distributor.

We have historically operated with no backlog and, therefore, our ability to predict sales for future periods is limited.

Other Business Opportunities

^{During fiscal year ended September 30, 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, 2008, an aggregate of $0 had been paid by Chris Christmas, LLC, and due to various uncertainties, the balance of $29,074 was written-off. We intend to vigorously pursue collection of this transaction. However, as of June 30, 2009 no amounts have been collected on this transaction.}

Also during fiscal year ended September 30, 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. As of June 30, 2009, an aggregate of $2,000 has been paid by Trillion Books.

^{The Company has no intention of engaging in similar unrelated business activities in the future.}

Certain Considerations: Issues and Uncertainties

We do not provide forecasts of future financial performance or sales volume, although the offering prospectus contains certain other types of forward-looking statements that involve risks and uncertainties. Those risks and uncertainties are discussed more fully in the section of the prospectus titled "Risk Factors" and “Forward Looking Statements.”

Sources of Working Capital

From our inception on March 8, 2006 through June 30, 2009, our primary sources of working capital have come from sale of equity securities and short-term borrowings as discussed above.

Material Commitments for Capital Expenditures

Under our current arrangement with our OEM manufacturer, we order Backroller traction beds in increments of 25 units. Depending upon the size, configuration and features, these units will cost between $45,000 and $55,000. Payment to our OEM manufacturer is due on a net thirty day basis.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements.

Results of Operations – Three months ended June 30, 2009 compared to three months ended June 30, 2008

For the three months ended June 30, 2009 we had a net loss of $(4,871), or $(0.01) per share, compared to a net loss of $(12,033), or (0.02) per share for the three months ended June 30, 2008. During the three months ended June 30, 2009 we had no sales. During the three months ended June 30, 2008 we realized sales of $14,400 from the sale of beds, resulting in a gross profit $2,546. All our bed sales have been generally promotional in nature and we expect gross margins from future sales to improve, although there can be no assurance. 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 loss for the three months ended June 30, 2009 includes realized and unrealized gains on our marketable security investments as discussed below.

For the three months ended June 30, 2009 and 2008, we incurred interest expense of $509 and $-0-, respectively, related to our short term borrowings.

In 2008, we opened a brokerage account to take advantage of various short-term marketable investment security opportunities. For the three months ended June 30, 2009 we purchased and sold various debt and equity securities resulting in a net gain of $11,495. In addition, we earned $20 in investment dividends and interest on money market funds. At June 30, 2009 we held various marketable security investments with a total market value of $23,980, resulting in unrealized gains of $5,433 at June 30, 2009, which are included in our comprehensive loss for the period. No realized or unrealized gains or losses were recorded for the three months ended June 30, 2008.

Results of Operations – Nine months ended June 30, 2009 compared to nine months ended June 30, 2008

For the nine months ended June 30, 2009 we had a net loss of $(58,224), or $(0.09) per share, compared to a net loss of $(32,804), or (0.05) per share for the nine months ended June 30, 2008. During the nine months ended June 30, 2009 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 nine months ended June 30, 2009 resulted from the reinstatement of a previously written off account receivable. During the nine months ended June 30, 2008 we realized sales of $31,400 from the sale of beds, resulting in a gross profit $2,612. All our bed sales have been generally promotional in nature and we expect gross margins from future sales to improve, although there can be no assurance. During the nine months ended June 30, 2009 we collected $7,450 in accounts receivable previously written off. 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 loss for the nine months ended June 30, 2009 also includes realized losses and unrealized gains on our marketable security investments as discussed below.

For the nine months ended June 30, 2009 and 2008, we incurred interest expense of $1,591 and $654, respectively, related to our short term borrowings.

In 2008, we opened a brokerage account to take advantage of various short-term marketable investment security opportunities. For the nine months ended June 30, 2009 we purchased and sold various debt and equity securities resulting in a net loss of $(47,851). In addition, we earned $988 in investment dividends and interest on money market funds. At June 30, 2009 we held various marketable security investments with a total market value of $23,980, resulting in unrealized gains of $8,748 at June 30, 2009, which are included in our comprehensive loss for the period. No realized or unrealized gains or losses were recorded for the nine months ended June 30, 2008.

Results of Operations – Period from Inception (March 8, 2006) through June 30, 2009

From our inception on March 8, 2006 to June 30, 2009, B2 Health had a net loss of $(217,905). Since inception, we have realized sales of $42,399 from the sale of beds, resulting in a gross profit $2,877. Also as discussed above, we recognized $29,074 from the sale of jewelry, resulting in a gross profit of $3,115, and sales from books of $24,141, resulting in a gross profit of $2,585. Total revenues since inception are $97,314, on which we have realized a gross profit of $10,277. All our bed sales have been generally promotional in nature and we expect gross margins from future sales to improve, although there can be no assurance. During the period ended June 30, 2009 we collected $7,450 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 certain accounts receivable, including the jewelry transaction as discussed above, which are also included in general and administrative expenses.

For the period from inception (March 8, 2006) through June 30, 2009 we have incurred interest expense of $3,850 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 June 30, 2009 we purchased and sold various debt and equity securities resulting in a net loss of $(44,438). In addition, we earned $3,862 in investment dividends and interest on money market funds. At June 30, 2009 we held various marketable security investments with a total market value of $23,980, resulting in unrealized gains of $8,748 at June 30, 2009, which are included in our comprehensive loss 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 June 30, 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: September 1, 2009	By__/s/ John Quam_________
	John Quam, President, Principal Executive Officer and Principal Financial Officer