Vertical Health Solutions, Inc.

Pro Forma Combined Balance Sheets

March 31, 2011

Vertical Health

OnPoint Medical

Pro Forma

Pro Forma

Solutions, Inc.

Diagnostics, Inc.

Adjustments

Notes

Combined

(unaudited)

(unaudited)

(unaudited)

(unaudited)

ASSETS

Current Assets:

Cash

$

10,375

$

447,504

$

—

$

457,879

Prepaid expenses & other current assets

—

20,145

—

20,145

Total current assets

10,375

467,649

—

478,024

Software development costs

—

80,275

—

80,275

Property & equipment, net

—

3,810

—

3,810

Intangible assets, net

—

293,271

293,271

Total assets

$

10,375

$

845,005

$

—

$

855,380

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities:

Accounts payable

$

28,772

$

44,200

$

—

$

72,972

Accrued expenses, related parties

27,097

—

(25,000

)

1

2,097

Notes payable

136,103

—

(125,000

)

1

11,103

Accrued interest

—

38,908

38,908

Current maturities of long term convertible debt

—

673,750

—

673,750

Total current liabilities

191,972

756,858

(150,000

)

798,830

Long term convertible debt, net of current maturities

—

673,750

—

673,750

Total liabilities

191,972

1,430,608

(150,000

)

1,472,580

Stockholders’ Equity (Deficit):

Common stock

271

7,143

813

1

8,227

Additional paid in capital

2,816,057

2,101,837

149,187

1

2,069,156

(2,997,925

)

2

Accumulated deficit

(2,997,925

)

(2,694,583

)

2,997,925

2

(2,694,583

)

Total stockholders’ equity (deficit)

(181,597

)

(585,603

)

150,000

(617,200

)

Total liabilities and stockholders’ equity (deficit)

$

10,375

$

845,005

$

—

$

855,380

Vertical Health Solutions, Inc.

Pro Forma Combined Statement of Operations

For the quarter ended March 31, 2011

Vertical Health

OnPoint Medical

Pro Forma

Pro Forma

Solutions, Inc.

Diagnostics, Inc.

Adjustments

Notes

Combined

(unaudited)

(unaudited)

(unaudited)

(unaudited)

Sales

$

—

$

—

$

—

$

—

Cost of goods sold

—

—

—

—

Gross profit

—

—

—

—

Operating expenses:

General and administrative

4,585

261,035

—

265,620

Merger related costs

—

107,793

—

107,793

Total operating expenses

4,585

368,828

—

373,413

Operating loss before other income & expense

(4,585

)

(368,828

)

—

(373,413

)

Other income (expense):

Interest income

—

138

—

138

Interest expense

—

(74,727

)

(74,727

)

Other income - merger related

20,000

—

—

20,000

Total other income (expense)

20,000

(74,589

)

—

(54,589

)

Income (loss) before income taxes

15,415

(443,417

)

—

(428,002

)

Income tax provision

—

—

—

—

Net income (loss)

$

15,415

$

(443,417

)

$

—

$

(428,002

)

Basic & diluted loss per share

$

(0.05

)

Basic & diluted weighted average number of common shares outstanding

8,227,869

Vertical Health Solutions, Inc.

Pro Forma Combined Statement of Operations

For the year ended December 31, 2010

Vertical Health

OnPoint Medical

Pro Forma

Pro Forma

Solutions, Inc.

Diagnostics, Inc.

Adjustments

Notes

Combined

(audited)

(audited)

(unaudited)

(unaudited)

Sales

$

—

$

—

$

—

$

—

Cost of goods sold

—

—

—

—

Gross profit

—

—

—

—

Operating expenses:

General and administrative

80,576

1,109,080

—

1,189,656

Research and development

—

69,815

—

69,815

Total operating expenses

80,576

1,178,895

—

1,259,471

Operating loss before other income & expense

(80,576

)

(1,178,895

)

—

(1,259,471

)

Other income (expense):

Interest income

—

187

—

187

Interest expense

—

(13,690

)

(13,690

)

Other income

—

—

—

—

Total other income (expense)

—

(13,503

)

—

(13,503

)

Loss before income taxes

(80,576

)

(1,192,398

)

—

(1,272,974

)

Income tax provision

—

—

—

—

Net loss

$

(80,576

)

$

(1,192,398

)

$

—

$

(1,272,974

)

Basic & diluted loss per share

$

(0.15

)

Basic & diluted weighted average number of common shares outstanding

8,227,869

Note 1 - Basis of Presentation

The accompanying pro forma combined balance sheet and statement of operations was presented to reflect the acquisition of OnPoint by VHS with the operations of OnPoint being the continuing operations of the combined entities. For accounting purposes, the acquisition has been treated as a recapitalization of OnPoint with OnPoint as the acquirer (reverse acquisition). The accompanying pro forma combined balance sheet as of March 31, 2011 has been prepared to give effect to the reverse acquisition OnPoint by VHS as if the acquisition occurred on March 31, 2011. The historical financial statements prior to March 31, 2011 are those of OnPoint. The accompanying proforma combined statements of operations combines the historical operations of OnPoint for the three months ended March 31, 2011 and the year ended December 31, 2010 as if the acquisition had occurred on January 1, 2010.

Note 2 - Pro forma adjustments

The unaudited pro forma combined balance sheet reflects the following pro forma adjustments:

1

Prior to the reverse merger, certain VHS liabilities ($150,000) will be converted into shares of VHS common stock totaling 813,567.

2

As a result of the reverse acquisition, OnPoint shareholders will receive 7,143,113 shares of VHS stock and, post merger, there will be 8,227,869 shares ($.001 par value) outstanding. All of the common shares ($.01 par value) of OnPoint will simultaneously be retired.