UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB A-1
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2007
Or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________to___________
Commission file number: 000-26703
Union Dental Holdings, Inc.
(Name of small business issuer in its charter)
Florida 65-0710392
------------------------------------- --------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1700 University Drive, Suite 200
Coral Springs, Florida 33071
------------------------------------- --------------------------------
(Address of principal executive offices) (Zip Code)
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Issuer's telephone number: (954) 575-2252
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, Par Value $0.0001 Per Share
Check whether the issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes |X| No |_|
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |X|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes |_| No |X|
State issuer's revenues for its most recent fiscal year ended December 31, 2007:
$2,593,176
Of the 109,722,510 shares of our common stock issued and outstanding as of March
7, 2008 approximately 76,582,310 shares were held by non-affiliates. The
aggregate market value of the voting stock held by non-affiliates of the
registrant computed by reference to the closing bid price of $0.006 of our
Common Stock as reported on the OTC Bulletin Board on March 7, 2008 was
approximately $459,494.
DOCUMENTS INCORPORATED BY REFERENCE
Post Effective Registration Statement No. 3 filed on August 16, 2007
Transitional Small Business Disclosure Format (check one): Yes |X| No |_|
This Form 10-KSB A-1 contains "forward-looking statements" relating to Union
Dental Holdings, Inc. ("Union Dental""we", "our", or the "Company") which
represent our current expectations or beliefs including, but not limited to,
statements concerning our operations, performance, financial condition and
growth. For this purpose, any statements contained in this Form 10-KSB A-1 that
are not statements of historical fact are forward-looking statements. Without
limiting the generality of the foregoing, words such as "may", "anticipate",
"intend", "could", "estimate", or "continue" or the negative or other comparable
terminology are intended to identify forward-looking statements. These
statements by their nature involve substantial risks and uncertainties, such as
credit losses, dependence on management and key personnel, variability of
quarterly results, and our ability to continue our growth strategy and
competition, certain of which are beyond our control. Should one or more of
these risks or uncertainties materialize or should the underlying assumptions
prove incorrect, actual outcomes and results could differ materially from those
indicated in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which such statement
is made, and we undertake no obligation to update any forward-looking statement
or statements to reflect events or circumstances after the date on which such
statement is made or to reflect the occurrence of unanticipated events. New
factors emerge from time to time and it is not possible for us to predict all of
such factors, nor can we assess the impact of each such factor on the business
or the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking
statements.
EXPLANATORY NOTE
Union Dental Holdings, Inc. is filing this Amendment No. 1 to our Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2007 as filed with the
U.S. Securities and Exchange Commission on March 31, 2008. This Amendment No. 1
is being filed to amend and restate the information provided under Item 8(a) of
Part II. In addition, we have amended the required certifications and included a
consent from our auditors with respect to our Form S-8 filed as filed with the
Commission on September 26, 2008. This Amendment No. 1 responds to the comments
of the Staff of the Securities and Exchange Commission in connection with its
review of our Annual Report on Form 10-KSB for the fiscal year ended December
31, 2007. This Amendment No. 1 does not affect the original financial statements
or footnotes as originally filed. This Amendment No. 1 does not reflect events
that have occurred after the original filing of the Annual Report on Form 10-KSB
on March 31, 2008. Pursuant to Rule 12b-15 under the Securities Exchange Act of
1934, as a result of this Amendment No. 1, the certifications pursuant to
Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and
furnished respectively, as exhibits to the original filing, have been amended
and refiled as of the date of this Amendment No. 1 and are included as Exhibits
31.2, 31.2, 32.1 and 32.2 hereto.
This Amendment No. 1 should be read in conjunction with the original filing of
our Annual Report on Form 10-KSB and our other filings made with the Securities
and Exchange Commission subsequent to the filing of the original Annual Report
on Form 10-KSB.
ITEM 8(a) Controls and Procedures
This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the company to provide only management's
report in this annual report.
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Item 13. Exhibits and Reports on Form 8-K.
(a) The exhibits required to be filed herewith by Item 601 of Regulation
S-B, as described in the following index of exhibits, are either filed herewith
or incorporated herein by reference.
Exhibit
No. Description
-------- ----------------------------------------------------
2.2 Share Exchange Agreement between Shava, Inc. and National Business
Holdings, Inc. dated May 28, 2004.
2.3 Reorganization Agreement, dated December 28, 2004, by and among the
Company, Union Dental, DDS and the shareholders of Union Dental and
DDS. (4)
2.4 Asset Purchase Agreement dated October 15, 2004 by and among Union
Dental and George D. Green, DDS, P.A. (4)
3(i).1 Amended and Restated Articles of Amendment to the Articles of
Incorporation of Mecaserto, Inc., A Florida Corporation
3(i).2 Articles of Incorporation of National Business Investors, Inc.
3(i).3 Articles of Incorporation of Union Dental Corp.(5)
3(i).4 Articles of Incorporation of Direct Dental Services, Inc. (5)
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3(ii).1 Bylaws of National Business Holdings, Inc. (5)
3(ii).2 Bylaws of Union Dental Corp. (5)
3(ii).3 Bylaws of Direct Dental Services, Inc.
4.1 Form of Option issued to Union Dental optionholders. (4)
5.* Opinion re: Legality
16.1 Letter from Lawrence Scharfman, CPA, P.A. (3)
10.1 Business Associate Agreement dated October 15, 2004 by and among Union
Dental and George D. Green, DDS, P.A. (5)
10.2 Management Services Agreement dated October 15, 2004 by and among
Union Dental and George D. Green, DDS, P.A. (5)
10.3 Employment Agreement dated March 20, 2004 by and among Union Dental
and Dr. George D. Green. (4)
10.4 Employment Agreement dated October 26, 2004 by and among Union Dental
and Dr. Leonard I. Weinstein. (4)
10.5 Shareholder's Agreement and Management Contract by and among Union
Dental and Tropical Medical Services. (4)
10.6 Employment Agreement dated February 15, 2004 by and among Union Dental
and Robert Gene Smith. (4)
10.7 2004 Stock Option Plan for Union Dental (4)
10.8 Form of Management Service Agreement with Participating Dentists
10.9 Form of Service Agreement with Participating Unions
10.10 Debenture Agreement executed between the Company and Dutchess Private
Equities Fund II, L.P. (6)
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4
10.11 Registration Rights Agreement between the Company and Dutchess Private
Equities Fund II, L.P. (6)
10.12 Warrant Registration Rights Agreement between the Company and Dutchess
Private Equities Fund II, L.P. (6)
10.13 Equity Line of Credit Registration Rights Agreement between the
Company and Dutchess Private Equities Fund II, L.P. (6)
10.14 Investment Agreement between the Company and Dutchess Private Equities
Fund II, L.P. (6)
10.15 Debenture Agreement between the Company and Dutchess Private Equities
Fund II, L.P. (7)
14.1 Code of Ethics (4)
16.1 Letter from Lawrence Scharfman to the Securities and Exchange
Commission dated January 3, 2005 (4)
16.2 Letter of Consent from DeMeo, Young, McGrath, dated March 31, 2007
17.1 Letter of Resignation of Dr. Melvyn Greenstein (4)
17.2 Letter of Resignation of Roger E. Pawson (4)
23 * Consent of experts and counsel
31 * Certificate of the Chief Executive Officer and Chief Financial Officer
pursuant Section 302 of the Sarbanes-Oxley Act of 2002
32 * Certificate of the Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
---------------------------
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(1) Filed as Exhibits 2.1, 2.2, 2.3 to the Company's Form 10-SB filed with the
Securities and Exchange Commission on July 14, 1999, and incorporated by
Reference herein.
(2) Filed as Exhibit 3.1 to the Company's Form 8-K filed with the Securities
and Exchange Commission on March 10, 2003, and incorporated by reference
herein.
(3) Filed as Exhibits 16.1 and 16.2 to the Company's Form 8-K filed with the
Securities and Exchange Commission on February 26, 2004.
(4) Filed as Exhibits to the Company's Form 8-K filed with the Securities and
Exchange Commission on January 4, 2005.
(5) Filed as Exhibits to the Company's Form 8-K/A filed with the Securities and
Exchange Commission on February 4, 2005.
(6) Filed as an exhibit to the Company's Form 8-k filed August 22, 2005.
(7) Filed as an exhibit to the Company's Form 8-k filed December 27, 2006.
* Included herein
(b) Reports on Form 8-k. During the last quarter of the fiscal year ended
December 31, 2007, no reports we filed on Form 8-k with the Securities and
Exchange Commission.
5
SIGNATURES
In accordance with the Exchange Act, this report has been signed below by
the following persons on our behalf and in the capacities and on the dates
indicated.
Date: September 11, 2008
Union Dental Holdings, Inc.
(Registrant)
By: /s/ GEORGE D. GREEN
----------------------------------------
GEORGE D. GREEN, President and Director
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Pursuant to the requirements of the Exchange Act, this Report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Signature Title Date
/s/ GEORGE D. GREEN CEO, President & Director September 11, 2008
-------------------
GEORGE D. GREEN
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