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 1934For the quarterly period ended December 31, 2009  OR  [   ]   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)20-4456503I.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.   1   INDEX  PART I -- FINANCIAL INFORMATION  Item 1.Financial StatementsPageConsolidated Balance Sheet as of September 30, 2009 and December 31, 2009 (unaudited)5Consolidated 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, 20096Consolidated 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, 20097Notes to Consolidated Financial Statements (unaudited)9Item 2.Management's Discussion and Analysis of Financial Condition and Results of OperationsOverview12Liquidity and Capital Resources12Item 3Quantitative and Qualitative Disclosures about Market Risk16Item 4.Controls & Procedures16PART II - OTHER INFORMATIONItem 1.Legal Proceedings18Item 1ARisk Factors18Item 2.Unregistered Sale of Equity Securities and Use of Proceeds18Item 3.Defaults Upon Senior Securities18Item 4.Submission of Matters to a Vote of Security Holders18Item 5.Other Information18Item 6.Exhibits18   2     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.    3          B2 HEALTH, INC. (A Development Stage Company)  CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  Quarter Ended December 31, 2009       4      B2 HEALTH, INC.(A Development Stage Company)CONSOLIDATED BALANCE SHEETSDec. 31,Sept. 30,20092009(Unaudited)ASSETSCurrent assetsCash$          174$          121Accounts receivable-Inventory3,4123,412Marketable securities12,6034,901Total current assets16,1898,434Other---Total Assets$      16,189$       8,434LIABILITIES & STOCKHOLDERS' EQUITYCurrent liabilitiesAccounts payable$       4,816$       5,923Note payable - related party13,87513,875Accrued interest payable1,3071,307Total current liabilities19,99821,105Total Liabilities19,99821,105Stockholders' EquityPreferred stock, $.0001 par value;10,000,000 shares authorized; none issued and outstanding--Common stock, $.0001 par value;50,000,000 shares authorized;775,500 shares issued and 713,000 outstanding7878Additional paid in capital272,060272,060Treasury stock at cost (62,500 shares)(25,000)(25,000)Deficit accumulated during the development stage(270,799)(274,406)Accumulated other comprehensive income (loss)19,85214,597Total Stockholders' Equity(3,809)(12,671)Total Liabilities and Stockholders' Equity$      16,189$       8,434    The accompanying notes are an integral part of the consolidated financial statements.  5      B2 HEALTH, INC.(A Development Stage Company)CONSOLIDATED STATEMENTS OF INCOME AND COMPRHENSIVE INCOME(Unaudited)March 8, 2006Three MonthsThree Months(Inception)EndedEndedThroughDec. 31, 2008Dec. 31, 2009Dec. 31, 2009Sales$           15,871$                   -$           95,614Cost of goods sold12,653-87,037Gross profit3,218-8,577Operating expenses:General and administrative14,0215,170236,44014,0215,170236,440Gain (loss) from operations(10,803)(5,170)(227,863)Other operating income:Collections of bad debts--9150Gain (loss) from operations(10,803)(5,170)(218,713)Other income (expense):Interest expense--(4,139)Interest and dividend income856-3,806Realized 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 taxUnrealized gain (loss) on securities(12,917)(5,255)14,597Comprehensive income (loss)$         (29,978)$           (8,862)$       (259,809)Net income (loss) per share(Basic and fully diluted)$            (0.06)$            (0.01)Weighted average number ofcommon shares outstanding505,000775,500  The accompanying notes are an integral part of the consolidated financial statements.  6


B2 HEALTH, INC.(A Development Stage Company)CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)March 8, 2006Three MonthsThree Months(Inception)EndedEndedThroughDec. 31, 2008Dec. 31, 2009Dec. 31, 2009Cash Flows From Operating Activities:Net income (loss) during the development stage$         (17,061)$           (3,607)$       (274,406)Adjustments to reconcile net loss tonet cash provided by (used for)operating activities:Compensatory stock issuances10,500Accounts receivable(14,171)Inventory(3,412)Accounts payable(8,535)1,1075,923Accrued interest payable1,307Realized (gains) loss on sale of securities7,114(1,563)55,360Net 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 - sales720,7024,0101,341,944Treasury 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.  7


B2 HEALTH, INC.(A Development Stage Company)CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)(CONTINUED FROM PREVIOUS PAGE)March 8, 2006Three MonthsThree Months(Inception)EndedEndedThroughDec. 31, 2008Dec. 31, 2009Dec. 31, 2009Cash Flows From Financing Activities:Notes payable - borrowings15,00042,175Note payable - payments(28,300)Sales of common stock327,500Net cash provided by (used for)financing activities15,000-341,375Net Increase (Decrease) In Cash(83,845)(53)121Cash At The Beginning Of The Period85,842174-Cash At The End Of The Period$            1,997$               121$               121Schedule Of Non-Cash Investing And Financing ActivitiesNoneSupplemental DisclosureCash paid for interest$                   -$                   -$                   -Cash paid for income taxes$                   -$                   -$                   -


The accompanying notes are an integral part of the consolidated financial statements.  8


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.    9





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.       10


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.    11      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 BackrollerTM.  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  12     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.    13     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.   14     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.    15     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.  16      c)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.    17      PART II.OTHER INFORMATIONItem 1.Legal ProceedingsNone, except as previously disclosed.Item 1ARisk FactorsNoneItem 2.Unregistered Sales of Equity Securities and Use of ProceedsNoneItem 3.Defaults Upon Senior SecuritiesNone, except as previously disclosed.Item 4.Submission of Matters to a Vote of Security HoldersNone, except as previously disclosed.Item 5.Other InformationNone, except as previously disclosed.Item 6.ExhibitsExhibits:31.Certification required by Section 13a-14(a) of the Exchange Act.32.Certification Pursuant to 18 U.S.C. Section 1350   18       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, 2010By /s/John Quam________John Quam, President, Principal Executive
Officer and Principal Financial Officer     19