Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|X| Quarterly Report Pursuant To Section 13 or 15(D) Of The Securities
Exchange Act Of 1934
For the quarterly period ended March 31, 2010
|_| Transition Report Under Section 13 or 15(D) Of The Securities
Exchange Act Of 1934
For the transition period from __________ to __________
Commission File Number: ________
B2 HEALTH, INC.
---------------------------------
(Exact name of registrant as specified in its charter)
Delaware 20-4456503
---------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or
organization)
7750 N. Union Blvd., # 201
Colorado Springs, CO 80920
---------------------------------
(Address of principal executive offices, including Zip Code)
719-266-4554
--------------------------------------
(Issuer's telephone number, including area code)
(Former name or former address 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 past 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 has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
the definitions of "large accelerated filer," "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
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 [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 713,000 shares of common stock as of
May 10, 2010.
B2 HEALTH, INC.
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Quarter Ended March 31, 2010
B2 Health, Inc.
(A Development Stage Company)
Consolidated Financial Statements
(Unaudited)
TABLE OF CONTENTS
Page
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated balance sheets 1
Consolidated statements of operation 2-3
Consolidated statements of cash flows 4
Notes to consolidated financial statements 5-6
B2 HEALTH, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
September 30, March 31,
2009 2010
------------- ---------
ASSETS
Current assets
Cash $ 174 $ 750
Inventory 3,412 3,412
Marketable securities 12,603 120
----------- -----------
Total current assets 16,189 4,282
----------- -----------
Total Assets $ 16,189 $ 4,282
=========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 4,816 $ 10,945
Note payable - related party 13,875 16,175
Accrued interest payable 1,307 1,307
----------- -----------
Total current liabilities 19,998 28,427
----------- -----------
Total Liabilities $ 19,998 $ 28,427
=========== ===========
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
shares 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 (270,799) (289,048)
Accumulated other comprehensive income (loss) 19,852 17,765
----------- -----------
Total Stockholders' Equity (3,809) (24,145)
----------- -----------
Total Liabilities and Stockholders' Equity $ 16,189 $ 4,282
=========== ===========
The accompanying notes are an integral part of the consolidated financial
statements.
1
B2 HEALTH, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
Three Months Three Months
Ended Ended
Mar. 31, 2009 Mar. 31, 2010
------------- -------------
Sale $ -- $ --
Cost of goods sold -- --
------------- -------------
Gross profit -- --
------------- -------------
Operating expenses:
General and administrative 11,895 18,942
------------- -------------
11,895 18,942
11,895 18,942
------------- -------------
Other operating income:
Previously written off receivables 7,450 3,300
------------- -------------
Gain (loss) from operations (4,445) (15,642)
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Other income (expense):
Interest expense (1,082) --
Interest and dividend income 112 --
Realized gain (loss) on securities (52,682) 1,000
------------- -------------
(53,652) 1,000
------------- -------------
Income (loss) before provision for income taxes (58,097) (14,642)
Provision for income tax -- --
------------- -------------
Net income (loss) $ (58,097) $ (14,642)
Other comprehensive income (loss) - net of tax
Unrealized gain (loss) on securities 16,232 (3,168)
------------- -------------
Comprehensive income (loss) $ (41,865) $ (11,474)
============= =============
Net income (loss) per share
(Basic and fully diluted) $ (0.06) $ (0.01)
============= =============
Weighted average number of
common shares outstanding 713,000 713,000
============= =============
The accompanying notes are an integral part of this report
2
B2 HEALTH, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
March 8,
2006
Six Months Six Months (Inception)
Ended Ended Through
Mar. 31, Mar. 31, Mar. 31,
2009 2010 2010
----------- ---------- -----------
Sales $ 15,871 $ - $ 95,614
Cost of goods sold 12,653 - 87,037
----------- ---------- ----------
Gross profit 3,218 - 8,577
----------- ---------- ----------
Operating expenses:
General and administrative 25,916 24,112 255,382
----------- ---------- ----------
25,916 24,112 255,382
----------- ---------- ----------
Gain (loss) from operations (22,698) (24,112) (246,805)
----------- ---------- ----------
Other operating income:
Previously written off receivables 7,450 3,300 12,450
----------- ---------- ----------
Gain (loss) from operations (15,248) (20,812) (234,355)
----------- ---------- ----------
Other income (expense):
Interest expense (1,082) - (4,139)
Interest and dividend income 968 - 3,806
Realized gain (loss) on securities (59,796) 2,563 (54,360)
----------- ---------- ----------
Total other income (expense) (59,910) 2,563 (54,693)
----------- ---------- ----------
Income (loss) before provision for
income taxes (75,158) (18,249) (289,048)
Provision for income tax - - -
----------- ---------- ----------
Net income (loss) $ (75,158) $ (18,249) $(289,048)
Other comprehensive income (loss) -
net of tax Unrealized gain (loss) on
securities 3,315 (2,087) 17,765
----------- ---------- ----------
Comprehensive income (loss) $ (71,843) $ (20,336) $(271,283)
=========== ========== ==========
Net income (loss) per share
(Basic and fully diluted) $ (0.10) $ (0.03)
=========== ==========
Weighted average number of common
shares outstanding 713,000 713,000
=========== ==========
The accompanying not es are an integral part of the consolidated financial
statements.
3
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, Mar. 31, Mar. 31,
2009 2010 2010
----------- ---------- -----------
Cash Flows From Operating Activities:
Net income (loss) during the
development stage $ (75,158) $ (18,249) $ (289,048)
Adjustments to reconcile net loss
to net cash provided by (used for)
operating activities:
Compensatory stock issuances 10,500
Accounts receivable (14,171) - -
Inventory (3,412)
Accounts payable (1,435) 6,129 10,945
Accrued interest payable 1,307
Realized (gains) loss on sale
of securities 59,796 - 56,923
----------- ----------- -----------
Net cash provided by (used for)
operating activities (30,968) (12,120) (212,785)
----------- ----------- -----------
Cash Flows From Investing Activities:
Deferred offering costs (65,862)
Securities - purchases (871,636) - (1,387,608)
Securities - sales 799,564 10,396 1,348,330
Treasury stock purchase - - (25,000)
----------- ----------- -----------
Net cash provided by (used for)
investing activities (72,072) 10,396 (130,140)
----------- ----------- -----------
Cash Flows From Financing Activities:
Notes payable - borrowings 17,750 2,300 44,475
Note payable - payments (28,300)
Sales of common stock 327,500
----------- ----------- -----------
Net cash provided by (used for)
financing activities 17,750 2,300 343,675
----------- ----------- -----------
Net Increase (Decrease) In Cash (85,290) 576 750
Cash at the Beginning of the Period 85,842 174 -
----------- ----------- -----------
Cash at the End of the Period $ 552 $ 750 $ 750
=========== =========== ===========
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
4
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-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 March 31, 2010 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.
5
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.
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.
6
Item 2. Management's Discussion and Analysis of Financial Condition
and Plan of Operation
The Company was formed in March 2006 to design, manufacture and sell
chiropractic tables and beds. The Company generated only limited revenue and
essentially abandoned its business plan in March 2008.
On March 22, 2010 the Company signed a letter of intent to acquire BFK
Franchise Company, Ltd. for 9,000,000 shares of the Company's common stock.
BFK, which conducts business under the trade name, BRICKS 4 KIDS(TM),
offers programs designed to teach principles of engineering, architecture and
physics to children ages 3-12+ using LEGO(R) bricks. BFK provides classes (both
in school and after school), special events programs and day camps that are
designed to enhance and enrich the traditional school curriculum, trigger young
children's lively imaginations and build self-confidence. BFK's programs foster
creativity and provide a unique atmosphere for students to develop problem
solving and critical thinking skills by designing and building machines,
catapults, pyramids, race cars, buildings and numerous other systems and devices
using LEGO(R) bricks.
The closing of the acquisition of BFK is pending.
Item 4T. Controls and Procedures.
(a) The Company maintains a system of controls and procedures designed to
ensure that information required to be disclosed in reports filed or submitted
under the Securities Exchange Act of 1934, as amended ("1934 Act"), is recorded,
processed, summarized and reported, within time periods specified in the SEC's
rules and forms and to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the 1934 Act, is
accumulated and communicated to the Company's management, including its
Principal Executive and Financial Officer, as appropriate to allow timely
decisions regarding required disclosure. As of March 31, 2010, the Company's
Principal Executive and Financial Officer evaluated the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation, the Principal Executive and Financial Officer concluded that
the Company's disclosure controls and procedures were effective.
(b) Changes in Internal Controls. There were no changes in the Company's
internal control over financial reporting during the quarter ended March 31,
2010, that materially affected, or are reasonably likely to materially affect,
its internal control over financial reporting.
7
PART II
Item 6. Exhibits
Exhibits
31.1 Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32 Certification pursuant to Section 906 of the
Sarbanes-Oxley Act.
8
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
B2 HEALTH, INC.
May 14, 2010 By: /s/ John Quam
------------------------------
John Quam, Principal
Executive, Financial and
Accounting Officer
9
