FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~August 3113, ~~2012~~2013

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VERTICAL HEALTH SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Florida	000-23201	59-3635262
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

7760 France Avenue, South, 11th Floor Minneapolis, Minnesota 55435
(Address of Principal Executive Offices) (Zip Code)

(612) 568-4210
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3 4.0201 ~~Unregistered~~Changes ~~Sales~~in ofRegistrant's ~~Equity~~Certifying ~~Securities.~~Accountant

~~As previously~~On ~~disclosed~~July on1, a2013, ~~Current~~the ~~Report~~practice of onMoquist ~~Form~~Thorvilson ~~8-K~~Kauffmann ~~filed~~LLC on(“MTK”), ~~August~~which ~~27,~~was ~~2012~~engaged ~~with~~as the ~~Securities~~independent ~~and~~registered ~~Exchange~~public ~~Commission,~~accounting ~~Vertical~~firm of Vertical Health Solutions, Inc. ~~doing business as OnPoint Medical Diagnostics~~ (the “Company”), ~~closed~~was acombined ~~private~~with ~~placement~~BDO USA, LLP (~~the~~ “~~Offering~~BDO”) ofand ~~convertible~~the ~~promissory~~professional staff ~~notes~~and ~~(the~~partners ~~“Notes”)~~of toMTK ~~certain~~joined ~~accredited~~BDO ~~investors~~either ~~(the~~as ~~“Investors”). The~~employees ~~Notes~~or ~~accrue~~partners ~~simple~~of ~~interest~~BDO. atAs a ~~rate~~result of 6%this ~~per~~transaction, ~~annum~~MTK ~~and~~resigned ~~such~~as ~~interest~~the Company’s ~~will~~independent beregistered ~~payable~~public ~~upon~~accounting ~~maturity~~firm on August 13, 2013. ~~Each~~On ~~Note~~August ~~matures~~13, 2013, following the resignation onof MTK, the ~~third~~Company, ~~anniversary~~through ofand with the ~~issuance~~approval ~~date~~of its Board of ~~such~~Directors, ~~Note~~appointed BDO as its independent registered public accounting firm.

~~The Notes~~Other ~~may~~than befor ~~converted at~~ the ~~option of the Investor into shares of the Company’s common stock, par value $0.001 per share~~ ~~(the~~inclusion ~~“Common Stock”), at a conversion price~~ of ~~$0.25, subject to adjustment as provided in the Notes. The Notes will automatically convert into shares of Common Stock, at~~ a ~~conversion~~paragraph ~~price~~describing ~~of $0.25 upon~~ the ~~earlier~~uncertainty of: ~~(i)~~ the ~~sale of the~~ Company’s ~~capital~~ ~~stock,~~ability into ~~one~~continue ~~transaction~~as or a ~~series~~going ~~of transactions~~concern, ~~for~~MTK's ~~an aggregate sales price of at least $2,500,000 (Notes converting~~reports ~~pursuant~~on to the ~~closing~~Company's offinancial ~~such~~statements afor ~~financing will convert at a conversion price equal to~~ the ~~lesser~~years ofended ~~(a)~~December ~~$0.25~~31, ~~per~~2012 ~~share~~ and ~~(b)~~ ~~the~~2011 ~~price~~contained ~~per~~no ~~share~~adverse ~~paid~~opinion byor ~~the investors purchasing such stock at such first closing); (ii) a change~~ disclaimer of ~~control~~opinion ~~of the Company;~~ and ~~(iii)~~were ~~the~~not ~~Company~~qualified ~~earning $500,000~~ or ~~more~~modified inas ~~gross~~to ~~revenue~~uncertainty, ~~during~~audit ~~any~~scope ~~fiscal~~or ~~quarter~~accounting principles.

~~In connection~~During ~~with~~ the ~~issuance~~Company's two ofmost ~~the~~recent ~~Notes,~~fiscal ~~the~~years ~~Company~~and isthe ~~also~~subsequent ~~issuing~~interim toperiod ~~the~~preceding ~~Investors~~MTK's ~~ten-year~~resignation, ~~warrants~~there were: (~~the~~i) no “~~Warrants~~disagreements”) to(within ~~purchase~~the ~~one~~meaning ~~share~~of Item 304(a) of ~~Common~~Regulation ~~Stock~~S-K) ~~for~~with ~~every~~MTK ~~dollar~~on ~~invested~~any inmatter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the ~~Notes.~~satisfaction ~~The~~of ~~Warrants~~MTK, would have caused anit ~~exercise~~to ~~price~~make reference to the subject matter of ~~$1.25~~the ~~per~~disagreements in its reports on the consolidated financial statements ~~share~~of the Company; and (ii) except as noted below, ~~subject~~no to“reportable ~~adjustment~~events” (as ~~provided~~such term is defined in ~~the~~Item 304(a)(1)(v) of ~~Warrants~~Regulation S-K).

~~From~~In connection with its ~~August~~audit ~~10,~~of ~~2012~~the ~~through~~Company’s ~~September~~financial 28statements for the years ended December 31, 2012 and 2011, MTK reported the existence of material weaknesses in the Company's ~~completed~~internal ~~closings~~control over financial reporting to the Audit Committee of the ~~Offering~~Company. inThe material weaknesses relate to the ~~aggregate~~fact ~~amount~~that the Company has a lack of ~~$906,000~~ segregation of ~~Notes~~duties due to the limited number of personnel and ~~906,000~~lacks sufficient ~~Warrants~~internal personnel and technical resources to fully address the accounting for ~~$906,000~~complex indebt ~~gross~~transactions. ~~proceeds~~These material weaknesses have not been corrected at this time due to the Company’s limited number of employees and the lack of cash resources.

~~From~~The Company has provided ~~October~~MTK 1,with ~~2012~~a ~~through~~copy ~~December~~of ~~31,~~this ~~2012,~~Form ~~the~~8-K ~~Company~~prior ~~completed~~to ~~additional~~its ~~closings~~filing ofwith the ~~Offering~~U.S. Securities and ~~issued~~Exchange toCommission ~~investors,~~(“SEC”) and requested ~~including~~MTK ~~certain~~to ~~members~~furnish ofto the ~~Board~~Company ofa ~~Directors~~letter (addressed to the ~~“Board”)~~SEC ofstating that it agrees with the ~~Company,~~statements anmade ~~aggregate~~above. ~~amount~~A copy of ~~$487,000~~MTK's ofletter ~~Notes~~dated ~~and~~August ~~487~~13,~~000~~ ~~Warrants~~2013 ~~for~~is ~~$487,000~~attached inas ~~gross~~Exhibit ~~proceeds~~16.1 to this Form 8-K.

~~The~~During the Company's ~~transaction~~two ~~was~~most ~~reviewed~~recent fiscal years and ~~approved~~the bysubsequent interim period preceding BDO's engagement, neither the ~~Audit~~Company ~~Committee~~nor anyone on its behalf consulted BDO regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the ~~Company~~type inof ~~accordance~~audit ~~with~~opinion that might be rendered on the Company’'s ~~Audit~~financial ~~Committee Charter~~statements, and no written report or oral advice was provided to the Company that BDO concluded was an important factor considered by the Company in reaching a ~~majority~~decision as ofto the ~~independent~~accounting, ~~directors~~auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” or “reportable event” (within the ~~Board~~meaning of Item 304(a) of Regulation S-K and Item 304(a)(1)(v) of Regulation S-K, respectively).

~~The securities~~In ~~were~~approving ~~issued pursuant to~~ the selection ~~exemption from registration afforded by Section 4(2)~~ of ~~the~~BDO ~~Securities Act of 1933,~~ as ~~amended~~ (the ~~“Securities Act”) and Rule 506 of Regulation D promulgated thereunder. The~~ Company's ~~relied~~independent onregistered ~~the~~public ~~following facts~~accounting infirm, ~~making such exemption available: (i)~~ the ~~offer~~Audit ~~and~~Committee ~~sale~~considered ~~of these securities was made solely to accredited investors and therefore did not exceed the maximum purchaser limitation or violate the general solicitation rules; and (ii)~~ all ofrelevant ~~the securities~~factors, ~~have~~including ~~the~~that ~~status~~no ofnon-audit ~~securities~~services ~~acquired~~were inpreviously aprovided ~~transaction~~by ~~under~~BDO ~~Section~~to ~~4(2) of~~ the ~~Securities Act and cannot be resold without registration or an exemption therefrom~~Company.

~~Complete~~Item ~~copies of the form of Note and the form of Warrant were filed as exhibits to the Company’s Current Report on Form 8-K, filed on August 27, 2012~~9.01 Financial ~~The~~Statements ~~foregoing descriptions of the transactions~~ and ~~any other documents or filings referenced herein are qualified in their entirety by reference to such exhibits, documents or filings~~Exhibits.

~~Item 2.03 Creation~~(d) ~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~Exhibits

The information contained in Item 3.02 of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference.

Exhibit Number		Description
16.1		MTK letter dated August 13, 2013 regarding change in certifying accountant

~~Item 9.01 Financial Statements and Exhibits.~~SIGNATURES

~~(d)~~Pursuant to ~~Exhibits~~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 hereunto duly authorized.

Exhibit Number		Description
Date: August 13, 2013	Vertical Health Solutions, Inc
4.1		Form of August 2012 Convertible Promissory Note (incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on August 27, 2012).
	By	/s/ William Cavanaugh
4.2		Form of August 2012 Warrant (incorporated herein by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on August 27, 2012).
		Name: William Cavanaugh Title: President and Chief Executive Officer

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 hereunto duly authorized.

Date: January 8, 2013	Vertical Health Solutions, Inc
	By	/s/ William Cavanaugh
		Name: William Cavanaugh Title: President and Chief Executive Officer

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