A Merger Agreement With Virtuoso MedSpa

P.D.C. Innovative Industries, Inc. has signed a merger agreement with Virtuoso MedSpa, Inc., a company that offers non-invasive medical cosmetic skin care in a luxurious, relaxing spa environment.

"Driven by the personal image demands of Baby Boomers and the disposable income of Gen X's, the medical spa industry has grown from obscurity to yearly revenues in excess of $10 billion in just the last 7 years," states Dr. Walter G. Mayfield Sr., president of Virtuoso MedSpa, Inc. "Virtuoso Medical Spa's offer non-intrusive skin care treatments, using state-of-the-art laser technology, that include procedures such as skin rejuvenation, hair-removal, microdermabrasion, photomodulation, Botox, Restylane, and live stem cell skin therapy. The pending merger with PDC is an integral part of our strategy to open a substantial number of medical spas throughout the United States market over the next five years."

According to www.medspas.com, medical spas are the fastest growing segment of the medical market. The American Society for Aesthetic Plastic Surgery indicates that demand for non-invasive medical aesthetic services has increased more than 450% throughout the past four years.

"Specific terms of the merger agreement will be forthcoming," states Mr. Paul R. Smith, CEO of PDC. "Everyone is working as quickly as possible towards a projected May 2006 closing of the merger. The completion of this merger will place the company on the leading-edge of a rapidly developing industry the International Spa Association has touted as the 'medical environment of the future.'"

This press release contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future performance. Such statements are subject to risks and uncertainties and other factors as may be discussed from time to time in the Company's public filings with the U.S. Securities and Exchange Commission ("Commission"), press releases and verbal statements that may be made by our officers, directors or employees acting on our behalf which could cause actual results to differ materially from those discussed in the forward looking statements and from historical results of operations. In addition to statements, which explicitly describe such risks and uncertainties, statements with the terms "believes," "belief," "expects," "plans," "anticipates" and similar statements should be considered uncertain and forward-looking. Factors that might cause such a difference include, without limitation: the uncertainty of the Company's ability to meet capital needs and as further set forth in our public filings filed with the Commission and our press releases.