SecProbe.io

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Mail Stop 6010

      September 13, 2005

Stephen M. Watters
Chief Executive Officer
Vertical Health Solutions, Inc.
855 Dunbar Avenue
Oldsmar, Florida  34677

Re:  	Vertical Health Solutions
	Preliminary Information Statement on Schedule 14C
      Filed September 8, 2005
	File No. 1-31275

Dear Mr. Watters:

      This is to advise you that we have limited our review of the
above referenced information statement to only the issues
identified
below.

Schedule 14C

Increase in Authorized Capital Stock, page 3

1. Please provide a statement, if true, that you have no current
intentions or understandings to issue the additional authorized
shares of capital stock other than with respect to your issuance
of
common stock in connection with the automatic conversion of your
preferred stock upon the effective date of your amended
certificate
of incorporation.
2. Please also disclose how many shares of your common stock will
be
issued in connection with the automatic conversion of your
preferred
stock.  You should also expand your discussion of the dilution
impact
disclosure to discuss how the automatic conversion of your
preferred
stock will dilute the shares owned by your existing shareholders.
Please quantify your disclosure to the extent possible.

2001 Employee Stock Option Plan
3. Please disclose the number of options that will be granted to
any
particular person or groups of persons upon the effective date of
the
amendment to the stock option plan.  If you have no current
intention
or understanding to issue any options, please include a statement
indicating your intentions in the document.

*	*	*

      You may wish to provide us with marked copies of the
amendment
to expedite our review.  Please furnish a response letter with
your
amendment that keys your responses to our comments.  Detailed
cover
letters greatly facilitate our review.  Please file your cover
letter
on EDGAR under the form type label CORRESP.  Please understand
that
we may have additional comments after reviewing your amendment and
responses to our comments.

      Please contact Song P. Brandon at (202) 551-3621 with any
other
questions.

								Sincerely,

								Jeffrey P. Riedler
								Assistant Director
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