Summary of B2 HEALTH, INC.

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 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 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 December 31, 2008, we had a working capital of $57,405 and stockholders' equity of $57,479, 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 three months ended December 31, 2008.

During the three months ended December 31, 2008, we obtained a short term loan from a shareholder in the amount of $15,000 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.

The remaining net proceeds of the direct public offering should satisfy our working capital requirements for approximately 9 to 12 months, assuming our planned levels of operations. 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 December 31, 2008, 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 December 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 December 31, 2008 compared to three months ended December 31, 2007

For the three months ended December 31, 2008 we had a net loss of $(17,061), or $(0.03) per share, compared to a net loss of $(5,418), or (0.01) per share for the three months ended December 31, 2007. 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. For the three months ended December 31, 2007 we realized no sales from beds. All our bed sales have been generally promotional in nature and we expect gross margins from future sales to improve, although there can be no assurance. The net losses during both periods generally reflect our ongoing general and administrative expenses consisting mainly of certain accounting and legal fees associated with our financial reporting, as well as other organization and marketing costs.

For the three months ended December 31, 2008 and 2007, we incurred interest expense of $-0- and $504, 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 September 30, 2008 we purchased and sold various debt and equity securities resulting in a net loss of $(7,114). In addition, we earned $856 in investment dividends and interest on money market funds. At December 31, 2008 we held various marketable security investments with a total market value of $46,161, resulting in unrealized losses of $(12,917) at December 31, 2008, which are included in our comprehensive loss for the period.

Results of Operations - Period from Inception (March 8, 2006) through December 31, 2008

From our inception on March 8, 2006 to December 31, 2008, B2 Health had a net loss of $(176,742). 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. 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 $2,259 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 2008 we purchased and sold various debt and equity securities resulting in a net loss of $(3,701). In addition, we earned $3,730 in investment dividends and interest on money market funds. At December 31, 2008 we held various marketable security investments with a total market value of $46,161, resulting in unrealized losses of $(12,917)at December 31, 2008, 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 2007 and 2008, various accounting pronouncements have been issued, none of which are expected to have significant effects on our financial statements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

RISK

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

ITEM 4

CONTROLS AND PROCEDURES

a) The Company's Principal Executive Officer and Principal Financial Officer, John Quam, has established and is currently maintaining disclosure controls and procedures for the Company. The disclosure controls and procedures have been designed to provide reasonable assurance that the information required to be disclosed by the Company in reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and to ensure that information required to be disclosed by the Company is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure.

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

b) There has been no change in our internal control over financial reporting during the quarter ended December 31, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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.