FORM 10-QSB

0001011034-09-000062.txt : 20090522 0001011034-09-000062.hdr.sgml : 20090522 20090520160236 ACCESSION NUMBER: 0001011034-09-000062 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090331 FILED AS OF DATE: 20090520 DATE AS OF CHANGE: 20090520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: B2 HEALTH, INC. CENTRAL INDEX KEY: 0001394638 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 204456503 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-52883 FILM NUMBER: 09842598 BUSINESS ADDRESS: STREET 1: 7750 N. UNION BLVD STREET 2: SUITE 201 CITY: COLORADO SPRINGS STATE: CO ZIP: 80920 BUSINESS PHONE: 719-226-1544 MAIL ADDRESS: STREET 1: 7750 N. UNION BLVD STREET 2: SUITE 201 CITY: COLORADO SPRINGS STATE: CO ZIP: 80920 10-Q 1 f10q0309v3clean.htm 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 March 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 May 15, 2009, the Registrant had 775,000 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 March 31, 2009 (unaudited)	5

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

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

	Plan of Operations	12

	Liquidity and Capital Resources	13

Item 3	Quantitative and Qualitative Disclosures about Market Risk	19


Item 4.	Controls & Procedures	19

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	21

Item 1A	Risk Factors	21

Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	21

Item 3.	Defaults Upon Senior Securities	21

Item 4.	Submission of Matters to a Vote of Security Holders	21

Item 5.	Other Information	21

Item 6.	Exhibits	21

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 three and six month periods ended March 31, 2008 and 2009 (unaudited) and its cash flows for the six month periods ended March 31, 2008 and 2009 (unaudited) and from March 8, 2006 (inception) through March 31, 2009. The results for these interim periods are not nec essarily 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 March 31, 2009


B2 HEALTH, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
					March 31,
			Sept. 30,		2009
			2008		(Unaudited)

ASSETS
	Current assets
	Cash	$ 85,842		$ 552
	Accounts receivable	7,971		22,142
	Inventory	3,412		3,412
	Marketable securities			15,591
	Total current assets	97,225		41,697
	Total Assets	$ 97,225		$ 41,697

LIABILITIES & STOCKHOLDERS' EQUITY
	Current liabilities
	Accounts payable	$ 8,461		$ 7,026
	Note payable - related party			17,750
	Accrued interest payable	1,307		1,307
	Total current liabilities	9,768		26,083

	Total Liabilities	9,768		26,083

	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)		(234,839)
	Accumulated other comprehensive income (loss)	-		3,315

	Total Stockholders' Equity	87,457		15,614

	Total Liabilities and Stockholders' Equity	$ 97,225		$ 41,697

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	Six Months	Six Months	(Inception)
		Ended	Ended	Ended	Ended	Through
		Mar. 31, 2008	Mar. 31, 2009	Mar. 31, 2008	Mar. 31, 2009	Mar. 31, 2009
	Sales	$ 17,000	$ -	$ 17,000	$ 15,871	$ 97,314
	Cost of goods sold	16,934	-	16,934	12,653	87,037
	Gross profit	66	-	66	3,218	10,277
	Operating expenses:
	General and administrative	15,269	11,895	20,183	25,916	196,684
		15,269	11,895	20,183	25,916	196,684
	Other operating items:
	Collection of previously written off receivables		7,450		7,450	7,450
		-	7,450	-	7,450	7,450
	Gain (loss) from operations	(15,203)	(4,445)	(20,117)	(15,248)	(178,957)
	Other income (expense):
	Interest expense	(150)	(1,082)	(654)	(1,082)	(3,341)
	Interest and dividend income	-	112	-	968	3,842
	Realized gain (loss) on securities	-	(52,682)	-	(59,796)	(56,383)
		(150)	(53,652)	(654)	(59,910)	(55,882)
	Income (loss) before provision for income taxes	(15,353)	(58,097)	(20,771)	(75,158)	(234,839)
	Provision for income tax	-	-	-	-	-
	Net income (loss)	(15,353)	(58,097)	(20,771)	(75,158)	(234,839)
	Other comprehensive income (loss) -
	net of tax
	Unrealized gain (loss) on securities	-	16,232	-	3,315	3,315
	Comprehensive income (loss)	$ (15,353)	$ (41,865)	$ (20,771)	$ (71,843)	$ (231,524)
	Net income (loss) per share
	(Basic and fully diluted)	$ (0.03)	$ (0.08)	$ (0.04)	$ (0.11)
	Weighted average number of
	common shares outstanding	605,000	713,000	555,000	713,000

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
		Six Months	Six Months	(Inception)
		Ended	Ended	Through
		Mar. 31, 2008	Mar. 31, 2009	Mar. 31, 2009

	Cash Flows From Operating Activities:
	Net income (loss) during the development stage	$ (20,771)	$ (75,158)	$ (234,839)

	Adjustments to reconcile net loss to
	net cash provided by (used for)
	operating activities:
	Compensatory stock issuances			10,500
	Accounts receivable	(9,620)	(14,171)	(22,142)
	Inventory	16,935		(3,412)
	Accounts payable	(7,563)	(1,435)	7,026
	Accrued interest payable	654		1,307
	Realized (gain) loss on sale of securities		59,796	56,383

	Net cash provided by (used for)
	operating activities	(20,365)	(30,968)	(185,177)


	Cash Flows From Investing Activities:
	Deferred offering costs	(31,123)	-	(65,862)
	Securities - purchases		(871,636)	(1,189,765)
	Securities - sales		799,564	1,121,106
	Treasury stock purchase			(25,000)
	Net cash provided by (used for)
	investing activities	(31,123)	(72,072)	(159,521)

(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
		Six Months	Six Months	(Inception)
		Ended	Ended	Through
		Mar. 31, 2008	Mar. 31, 2009	Mar. 31, 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	133,512	(85,290)	552

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

	Cash At The End Of The Period	$ 135,412	$ 552	$ 552


	Schedule Of Non-Cash Investing And Financing Activities

	None

	Supplemental Disclosure

	Cash paid for interest	$ -	$ 1,082
	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 has previously designed and manufactured 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-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.

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 Operation

Following completion of our direct public offering in February 2008, we have been working to increase production, increase sales and reduce our operating losses. We still face operational challenges to increase our sales and production levels. The following are the key issues and challenges facing the Company:


	*	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.

Our direct public offering of common stock, completed in February 2008 and as discussed below, was critical to our future success to provide our working capital to allow us to further execute our business plan. We believe sales can be increased with increased market penetration of the Backroller, and the creation of new brands and products, although there can be no assurance that our increased focus on marketing will be successful. An increase in net sales and gross profits, if achieved, can reduce net losses only if other operating expenses can be managed effectively. Specifically, general, administration and marketing levels can be increased only as net sales and gross profits increase. There is no guarantee that we will be able to achieve this plan.

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 March 31, 2009, we had a working capital of $15,884 and stockholders’ equity of $15,614, 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 six months ended March 31, 2009.

During the six months ended March 31, 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.

In addition to the proceeds of the public offering, we estimate that we may require as much as approximately $200,000 over the next twelve (12) months to fully implement our existing business plan. 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 contract with an OEM to manufacture our Backroller. As we have no long term manufacturing commitments or arrangements, nor have we developed a pricing strategy beyond our current introductory pricing, we do not believe that the product gross margins reported since inception are reflective of future operations. Our future operating plans include purchasing of product in larger lots which we believe will reduce the manufacturing costs, and combined with a long-term pricing strategy will enhance our future gross margins. However, there can be no assurance that we will obtain sufficient operating capital to execute our marketing and production plans discussed elsewhere in this report, nor can there be assurance that planned marketing efforts will result in increasing demand for our product to levels sufficient to realize manufacturing efficiencies.

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 above, 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 is 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. When not available for local or regional distribution, we plan to deliver the Backroller via independent shipping companies. Our website is used as an advertising channel for the Backroller and is listed in all of the local and regional internet directories.

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.}

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 March 31, 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 March 31, 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 March 31, 2009 compared to three months ended March 31, 2008

For the three months ended March 31, 2009 we had a net loss of $(58,097), or $(0.08) per share, compared to a net loss of $(15,353), or (0.03) per share for the three months ended March 31, 2008. During the three months ended March 31, 2009 we had no sales. During the three months ended March 31, 2008 we realized sales of $17,000 from the sale of beds, resulting in a gross profit $66. 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 three months ended March 31, 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 organiza tion and marketing costs. The net loss for the three months ended March 31, 2009 also includes realized losses on our marketable security investments as discussed below.

For the three months ended March 31, 2009 and 2008, we incurred interest expense of $1,082 and $150, 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 March 31, 2009 we purchased and sold various debt and equity securities resulting in a net loss of $(52,682). In addition, we earned $112 in investment dividends and interest on money market funds. At March 31, 2009 we held various marketable security investments with a total market value of $15,591, resulting in unrealized gains of $16,232 at March 31, 2009, which are included in our comprehensive loss for the period.

Results of Operations – Six months ended March 31, 2009 compared to six months ended March 31, 2008

For the six months ended March 31, 2009 we had a net loss of $(75,158), or $(0.11) per share, compared to a net loss of $(20,771), or (0.04) per share for the six months ended March 31, 2008. During the six months ended March 31, 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 six months ended March 31, 2009 resulted from the reinstatement of a previously written off account receivable. During the six months ended March 31, 2008 we realized sales of $17,000 from the sale of beds, resulting in a gross profit $66. 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 six months ended March 31 , 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 six months ended March 31, 2009 also includes realized losses on our marketable security investments as discussed below.

For the six months ended March 31, 2009 and 2008, we incurred interest expense of $1,082 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 six months ended March 31, 2009 we purchased and sold various debt and equity securities resulting in a net loss of $(59,796). In addition, we earned $968 in investment dividends and interest on money market funds. At March 31, 2009 we held various marketable security investments with a total market value of $15,591, resulting in unrealized gains of $3,315 at March 31, 2009, which are included in our comprehensive loss for the period.

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

From our inception on March 8, 2006 to March 31, 2009, B2 Health had a net loss of $(234,839). 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 March 31, 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 December 31, 2008 we have incurred interest expense of $3,341 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 March 31 2009 we purchased and sold various debt and equity securities resulting in a net loss of $(56,383). In addition, we earned $3,842 in investment dividends and interest on money market funds. At March 31, 2009 we held various marketable security investments with a total market value of $46,161, resulting in unrealized gains of $3,315 at March 31, 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 em ployee, 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 March 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: May 20, 2009	By__/s/ John Quam______________________
	John Quam, President, Principal Executive Officer and Principal Financial Officer

EX-31 2 exh310309.htm CERTIFICATION

CERTIFICATION

I, John Quam, certify that:


	1.	I have reviewed this Quarterly Report on Form 10-Q of B2 Health, Inc.;
	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
	4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
		(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
		(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
	5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
		(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
		(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 20, 2009				___/s/ John Quam__________ John Quam, Principal Executive Officer, Principal Financial Officer

EX-32 3 ex32q0309.htm CERTIFICATION PURSUANT TO

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 B2 Health, Inc., (the "Company") on Form 10-Q for the period ended March 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John Quam, Principal Executive Officer and Principal 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 result of operations of the Company.

__/s/ John Quam________

John Quam, Principal Executive

Officer, Principal Financial Officer

May 20, 2009