STOCKHOLDERS EQUITY

9 Months Ended

Sep. 30, 2011

Stockholders Deficit:

STOCKHOLDERS EQUITY

NOTE D – STOCKHOLDERS’ EQUITY

Preferred Stock

Currently, the Company is authorized to issue up to 10,000,000 shares of preferred stock at $0.001 par value ("Preferred Stock").   As of September 30, 2011, the Company had zero shares of Preferred Stock issued and outstanding.  Previously, on July 20, 2010, the Company's shareholders had approved a change in the par value of the Company's Preferred Stock from no par value to $0.001 par value per share.

Common Stock

Currently, the Company is authorized to issue up to 250,000,000 shares of common stock at $0.001 par value per share ("Common Stock").  As of September 30, 2011, the Company had 16,575,209 shares of Common Stock issued and outstanding.  Previously, on July 20, 2010, the Company's shareholders had approved a change in the par value of the Company's Common Stock from $0.10 par value to $0.001 par value per share.  All par value amounts and additional paid in capital amounts prior to the change have been reclassified in accordance with the staff accounting bulletin rules.  As more fully described in NOTE H – SUBSEQUENT EVENTS, the Company closed the Merger Agreement with VitaMed on October 4, 2011 and subsequently issued an aggregate of 81,038,910 shares of its Common Stock in connection therewith.  As of the date of this filing, the Company has 81,204,766 shares of Common Stock issued and outstanding.

2009 Long Term Incentive Compensation Plan

Currently, the Company is authorized to issue up to 25,000,000 shares of its Common Stock pursuant to its Long Term Incentive Compensation Plan ("LTIP").  The shares under the LTIP may be issued to provide financial incentives to employees, directors, advisors and consultants of the Company.  The LTIP was originally approved by the Company's shareholders on July 20, 2010 with 1,500,000 shares authorized for issuance.  On July 18, 2011,   the  Company's shareholders approved an amendment to the LTIP to increase the number of shares authorized for issuance thereunder to 25,000,000. As of September 30, 2011, no options had been issued under the LTIP.  As more fully described in NOTE H – SUBSEQUENT EVENTS, upon the closing of the Merger Agreement on October 4, 2011, the Company exchanged and converted VitaMed's previously issued non-qualified stock options  for non-qualified stock options of the Company ("Options") for the purchase of an aggregate of 10,119,795 shares of the Company's Common Stock.  An Option for the purchase of 3,069 shares was subsequently cancelled due to termination of employment. To date, no Options have been exercised.