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aries4747

01/04/11 1:39 PM

#21413 RE: Helter Skelter #21411

bankshot, what do you make of this wording? Are they simply not stating what the price was?

On December 11, 2010, the Company entered into an Agreement (the “Agreement”) between and among the Company and Mr. Brian Sperber, an individual (“Buyer”), pursuant to which the Buyer acquired 100% interest in the common shares of ACUMEDSPA LLC, the subsidiary of the Company incorporated in Tennessee, as well as assumed any and all liabilities of Acumedspa LLC in exchange for the payment of good and valuable consideration of not less than One Hundred dollars ($100.00). The Buyer also acquired 100% interest in the common shares of Consumer Care Of America LLC, the subsidiary of the Company incorporated in Florida, as well as assumed any and all liabilities of Consumer Care Of America LLC in exchange for the payment of good and valuable consideration of not less than One Hundred dollars ($100.00). As a result of the transactions consummated at the closing, the purchase gave the Buyer a 'controlling interest' in Acumedspa LLC and Consumer Care Of America LLC, and Acumedspa LLC and Consumer Care Of America LLC were no longer wholly-owned subsidiaries of the Company. The Agreement was approved by the Board of Directors of the Company on December 11, 2010.