UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  FORM 10-Q

/A-1  [ X ]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2008  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, or a non-accelerated filer.  See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.  (Check one): Large accelerated filer [    ] Accelerated filer [    ]  Non-accelerated filer [ 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 18, 2008, the Registrant had 767,500 shares issued and 705,000 shares of its Common Stock outstanding.   1   INDEX  PART I -- FINANCIAL INFORMATION  Item 1.Financial StatementsPageConsolidated Balance Sheet as of March 31, 2008 (unaudited)4Consolidated Statements of Operations for the three months ended
March 31, 2007 and March 31, 2008 (unaudited) and for the six months ended March 31, 2007 and March 31, 2008 (unaudited) and from the period of inception (March 8, 2006) through March 31, 2008 (unaudited)5Consolidated Statements of Cash Flows for the six months ended
March 31, 2007 and March 31, 2008 (unaudited) and from the period of inception (March 8, 2006) through March 31, 2008 (unaudited)6Notes to Consolidated Financial Statements (unaudited)8Item 2.Management's Discussion and Analysis of Financial Condition and Results of OperationsOverview10Plan of Operations10Liquidity and Capital Resources11Item 3Quantitative and Qualitative Disclosures about Market Risk15Item 4.Controls & Procedures15PART II - OTHER INFORMATIONItem 1.Legal Proceedings18Item 1ARisk Factors18Item 2.Unregistered Sale of Equity Securities and Use of Proceeds18Item 3.Defaults Upon Senior Securities19Item 4.Submission of Matters to a Vote of Security Holders19Item 5.Other Information19Item 6.Exhibits20   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 March 31, 2008, and its results of operations for the three month periods ended March 31, 2007 and 2008 and for the six month periods ended March 31, 2007 and 2008 and from March 8, 2006 (inception) through March 31, 2008 and its cash flows for the six month periods ended March 31, 2007 and 2008 and from March 8, 2006 (inception) through March 31, 2008.  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-KSB.    3      B2 HEALTH, INC.(A Development Stage Company)CONSOLIDATED BALANCE SHEETMarch 31, 2008(Unaudited)ASSETSCurrent assetsCash$     135,412Accounts receivable9,620Inventory15,266Total current assets160,298Total Assets$     160,298LIABILITIES & STOCKHOLDERS' EQUITYCurrent liabilitiesAccounts payable$         1,172Accrued interest payable1,307Total current liabilities2,479Total Liabilities2,479Stockholders' EquityPreferred stock, $.0001 par value;10,000,000 shares authorized;
none issued and outstanding-Common stock, $.0001 par value;50,000,000 shares authorized;767,500 shares issued and 705,000
outstanding77Additional paid in capital264,061Treasury stock at cost (62,500 shares)(25,000)Deficit accumulated during the
development stage(81,319)Total Stockholders' Equity157,819Total Liabilities and Stockholders' Equity$     160,298   The accompanying notes are an integral part of these financial statements 4





B2 HEALTH, INC.(A Development Stage Company)CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)March 8, 2006Three MonthsThree MonthsSix MonthsSix Months(Inception)EndedEndedEndedEndedThroughMar. 31, 2007Mar. 31, 2008Mar. 31, 2007Mar. 31, 2008Mar. 31, 2008Sales$                   -$           17,000$                   -$           17,000$           27,998Cost of goods sold16,93416,93427,668Gross profit-66-66330Operating expenses:General and administrative12,93715,26928,81120,18380,34212,93715,26928,81120,18380,342Gain (loss) from operations(12,937)(15,203)(28,811)(20,117)(80,012)Other income (expense):Interest expense-(150)-(654)(1,307)-(150)-(654)(1,307)Income (loss) before provision for income taxes(12,937)(15,353)(28,811)(20,771)(81,319)Provision for income tax-----Net income (loss)$         (12,937)$         (15,353)$         (28,811)$         (20,771)$     (81,319)Net income (loss) per share(Basic and fully diluted)$            (0.03)$            (0.02)$            (0.06)$            (0.03)Weighted average number ofcommon shares outstanding500,000700,000500,000655,000


The accompanying notes are an integral part of these financial statements 5





B2 HEALTH, INC.(A Development Stage Company)CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)March 8, 2006Six MonthsSix Months(Inception)EndedEndedThroughMar. 31, 2007Mar. 31, 2008Mar. 31, 2008Cash Flows From Operating Activities:Net income (loss) during the
development stage$         (28,811)$         (20,771)$(81,319)Adjustments to reconcile net
loss to net cash provided by
(used for) operating activities:Compensatory stock              issuances2,500Accounts receivable(9,620)(9,620)Inventory(21,158)16,935(15,266)Accounts payable(7,563)1,172Accrued interest payable6541,307Net cash provided by (used for)operating activities(49,969)(20,365)(101,226)Cash Flows From Investing Activities:Deferred offering costs(6,027)(31,123)(65,862)Treasury stock purchase(25,000)Net cash provided by (used for)investing activities(6,027)(31,123)(90,862)  (CONTINUED ON THE FOLLOWING PAGE)


The accompanying notes are an integral part of these financial statements 6


B2 HEALTH, INC.(A Development Stage Company)CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)(Continued From Previous Page)March 8, 2006Six MonthsSix Months(Inception)EndedEndedThroughMar. 31, 2007Mar. 31, 2008Dec. 31, 2007Cash Flows From Financing Activities:Notes payable - borrowings9,30024,300Notes payable - payments(24,300)(24,300)Sales of common stock200,000327,500Net cash provided by
(used for)financing activities-185,000327,500Net Increase (Decrease) In Cash(55,996)133,512135,412Cash At The Beginning Of The Period68,3741,900-Cash At The End Of The Period$           12,378$         135,412$         135,412Schedule Of Non-Cash Investing And Financing ActivitiesNoneSupplemental DisclosureCash paid for interest$                   -$                   -$                   -Cash paid for income taxes$                   -$                   -$                   -


The accompanying notes are an integral part of these financial statements 7     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 fiscal 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 March 31, 2008 the Company had no balance in its allowance for doubtful accounts.   8     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.  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 carryforwards 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.   9      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, leverage and debt service financing and refinancing efforts, general economic conditions, changes in gaming laws or regulations (including the legalization of gaming in various jurisdictions) and risks related to development and construction activities.  The following discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report.  Status as a Shell Company  The Company has filed this Amendment to its Quarterly Report on Form 10-Q in order to change its self-designation from not being a shell company, as defined in Rule 12b-2 of the Exchange Act, to being a shell company within that definition.  For the reasons stated below, the Company is of the view that it does not qualify as a shell company within the meaning of Rule 12b-2 under the Exchange Act.  However, in an effort to establish a public trading market for the Companys common stock on the OTC Electronic Bulletin Board (the Bulletin Board), the Company requested that Westminster Securities Corporation (Westminster) submit a Form 211 to the Financial Industry Regulatory Authority (FINRA).  In response to that submission, FINRA has issued comment letters to Westminster dated May 13, 2008 and June 18, 2008 in which it took the position that the Company did qualify as a shell company and would be required to amend its self-designation on its quarterly reports on Form 10-Q as a condition to being cleared for quotation of its shares of common stock on the Bulletin Board.  In response to those comments, and at the behest of FINRA, representatives of the Company communicated with the office of Small Business Policy of the Securities and Exchange Commission, Division of Corporate Finance.  The SEC declined to review or take a position on the matter.  As a result, the Company has no alternative but to accede to the demand of FINRA to change its self-designation to that of a shell company in order to be cleared for quotation of its common stock on the Bulletin Board.  Under Rule 12b-2 under the Exchange Act, a shell company is a company that has no or nominal operations and either (i) no or nominal assets, (ii) assets consisting solely of cash and cash equivalents or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.  As indicated in its public disclosures as filed with the SEC, the Company was formed for the purpose of developing, manufacturing and marketing a unique, proprietary chiropractic traction bed.  Preliminary development of the traction bed was completed during 2007 with a few initial sales into the market.  With the direct public offering only having been completed in February, 2008, the  10     Company then had the working capital to further refine some design features of the table which resulted in additional sales in the quarter ended March 31, 2008.  Since then, the Company has engaged in further re-engineering of the bed to add additional features and functionality and expects the purchase of additional inventories in the present quarter.  This historical chronology is typical of a start-up and development-phase business trying to successfully develop and market a new and advanced product.  It is not unusual for companies in this stage to generate limited revenues while the product is being further refined and improved.  The Company disagrees that it exhibits the kind of schemes the SEC was attempting to address in adopting the rules surrounding shell companies: namely, that assets or operations previously owned by a promoter are temporarily placed in a company with the intent of causing that entity to fall outside the definition of a blank-check company.  Rather, this is a typical pattern of a company interested in developing and marketing a unique, new product.  In view of the foregoing, and solely for the purpose of facilitating the clearance by FINRA of the Companys securities to be quoted on the Bulletin Board, the Company has elected to accede to its demand and change its self-designation to that of a shell company.  The Company reserves the right to redesignate itself as not qualifying as a shell company at such time in the future that it determines, in its good faith judgment, that such redesignation is reasonable and proper.  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 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, we hoped to increase production, increase sales and reduce our operating losses, although there is no assurance that we can achieve these goals.  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.  11      *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. Investors should not place any certainty upon our business plan.  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 September 30, 2007, we had a working capital of $9,713 and stockholders equity of $44,452, compared with working capital of $157,819 and stockholders equity of $157,819 as of March 31, 2008.  The Companys working capital and stockholders equity increased during this time period resulting from the completion of our public offering.  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.   12     The net proceeds of the direct public offering should satisfy our working capital requirements for approximately six months, assuming our planned levels of operations.  Other than our revolving credit facility discussed below, we 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 draws against its revolving credit facility.  We cannot be certain that we will be able to raise any additional capital to fund our ongoing operations.  In April, 2007, we entered into a Credit Agreement with one of our directors, John Overturf, Jr.  Under the terms of the Credit Agreement, we may borrow up to $50,000 which is repayable together with interest at the rate of 10% per annum.  At Mr. Overturfs option, advances under the Credit Agreement are repayable either in shares of our common stock, valued at $0.50 per share, or in cash.  In addition, Mr. Overturf will receive a financing fee of ten shares of common stock for every $1,000 in maximum loan balance drawn under the Credit Agreement.  Our obligation to repay advances under the Credit Agreement is secured by a Security Agreement covering all of our tangible and intangible assets.  Through March 31, 2008 we had borrowed $24,300 under this Credit Agreement, including $6,200 borrowed during the quarter ended March 31, 2008.  Upon completion of the public offering as discussed above, all outstanding principal amounts under the Credit Agreement were repaid.  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.   13     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, 2008, our primary sources of working capital have come from sale of equity securities and short-term borrowings under our Credit Agreement 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, 2008 compared to three months ended March 31, 2007  For the three months ended March 31, 2008 we had a net loss of $(15,353), or $(0.02) per share, compared to a net loss of $(12,937), or (0.03) per share for the three months ended March 31, 2007.  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.  The sales have been generally promotional in nature and we expect gross margins from future sales to improve, although there can be no assurance.  No sales revenues were realized for the three months ended March 31, 2007.  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.  For the three months ended March 31, 2008 we incurred interest expense of $150 related to the borrowings under the Credit Agreement as discussed above.  No such expense was incurred for the three months ended March 31, 2007.  Results of Operations  Six months ended March 31, 2008 compared to six months ended March 31, 2007  For the six months ended March 31, 2008 we had a net loss of $(20,771), or $(0.03) per share, compared to a net loss of $(28,811), or (0.06) per share for the six months ended March 31, 2007.  During the six months ended March 31, 2008 we realized sales of $17,000 from the sale of beds,  14     resulting in a gross profit $66.  The sales have been generally promotional in nature and we expect gross margins from future sales to improve, although there can be no assurance.  No sales revenues were realized for the six months ended March 31, 2007.  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.  For the six months ended March 31, 2008 we incurred interest expense of $654 related to the borrowings under the Credit Agreement as discussed above.  No such expense was incurred for the three months ended March 31, 2007.   Results of Operations  Period from Inception (March 8, 2006) to December 31, 2007  From our inception on March 8, 2006 to March 31, 2008, B2 Health had a net loss of $(81,319).  Total revenues since inception are $27,998, on which we have realized a gross profit of $330.  The 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 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 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 borrowings under the Credit Agreement 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 $3,000 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.  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 preceeding discussion addresses our most critical accounting  15     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 2007 and 2008, various accounting pronouncements have been issued, none of which are expected to have significant effects on our financial statements.    16     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 March 31, 2008 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  17     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.   18      PART II.OTHER INFORMATIONItem 1.Legal ProceedingsNone, except as previously disclosed.Item 1ARisk FactorsNoneItem 2.Unregistered Sales of Equity Securities and Use of ProceedsThe following information is being provided pursuant to Item 701(f) of Regulation SB under the Securities Act of 1933, as amended (the Securities Act):


1.  The Companys registration statement on Form SB-2, SEC File No. 333-145999 (the Registration Statement) was declared effective by the Securities and Exchange Commission on October 30, 2007. The Registration Statement registered for sale an aggregate of 500,000 shares of common stock to be offered by the Company to the public in a direct public offering, without the use of an underwriter, on a 200,000 share minimum, all or none (the minimum offering), 500,000 share maximum-basis (the maximum offering).

2.  The Offering commenced on October 30, 2007.

3.  Not applicable

4.      (i)  The Offering terminated on February 12, 2008 with the Company having sold an aggregate of 200,000 shares of common stock, 300,000 shares of common stock fewer than the maximum offering of 500,000 shares.

(ii)  There was no managing underwriter.

(iii)  The Registration Statement registered a maximum of 500,000 shares of common stock, $.0001 par value.

(iv)  The Registration Statement registered for sale to the public a maximum of 500,000 shares of common stock at a public offering price of $1.00 per share.  The offering  19       terminated on February 12, 2008, with the Company having sold an aggregate of 200,000 shares of common stock at a price of $1.00 per share, or gross proceeds of $200,000.

(v)  Upon completion of the offering,  the Company had incurred expenses totaling $65,862 related to the public offering of its securities.  The Company had carried $65,862 of the costs as deferred offering costs

(A).  No expense payments have been made, directly or indirectly to directors, officers, general partners of the issuer or their associates; to persons owning 10% or more of any class of equity securities of the issuer, or to affiliates of the issuer.

(B).  The following offering expenses were paid to others:

Legal Counsel:  $36,458
Independent Registered Public    Accountants:  $8,250;
Printing, Mailing, Travel:  $2,418;
Transfer/Escrow Agent:  $2,500

(vi)  The net offering proceeds to the issuer after deducting total expenses described in paragraph (f)(4)(v) of this Item were $134,138.

(vii)  The amount of net offering proceeds to the issuer have not yet been expended.Item 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.  20      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    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: _




October





14




, 2008By_





/s/ John Quam____

_John Quam, President, Principal Executive
Officer and Principal Financial Officer     21