UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2006 [_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from ________ to __________ Commission File Number: 000-267031 UNION DENTAL HOLDINGS, INC. ------------------------------------------------------------------------------- (Exact name of small business issuer as specified in 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) (954) 575-2252 ------------------------------------------------------------------------------- (Issuer's telephone number, including area code) N/A ------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) 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[_] No[_] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes[_] No [X] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 39,112,420 shares at August 10, 2006 Transitional Small Business Disclosure Format (Check one): Yes [_] No [X] UNION DENTAL HOLDINGS, INC. FORM 10-QSB QUARTERLY PERIOD ENDED JUNE 30, 2006 INDEX Page PART I - FINANCIAL INFORMATION Item 1 - Consolidated Financial Statements Consolidated Balance Sheet (Unaudited) As of June 30, 2006................................................. 3 Consolidated Statements of Operations (Unaudited) For the Three and Six Months Ended June 30, 2006 and 2005........... 4 Consolidated Statements of Cash Flows (Unaudited) For the Six Months Ended June 30, 2006 and 2005..................... 5 Notes to Unaudited Consolidated Financial Statements........................ 6 Item 2 - Management's Discussion and Analysis or Plan of Operation.......... 22 Item 3 - Controls and Procedures............................................ 25 PART II - OTHER INFORMATION Item 1 - Legal Proceedings.................................................. 26 Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds........ 26 Item 3 - Defaults Upon Senior Securities.................................... 26 Item 4 - Submission of Matters to a Vote of Security Holders................ 26 Item 5 - Other Information.................................................. 26 Item 6 - Exhibits........................................................... 27 Signatures.................................................................. 27 PART I - FINANCIAL INFORMATION Item 1 - Consolidated Financial Statements UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET June 30, 2006 (Unaudited) ASSETS CURRENT ASSETS: Cash $ 10,695 Accounts receivable, less allowance for doubtful accounts of $69,700 287,341 Inventory of supplies 30,500 Prepaid expenses and other current assets 3,850 ---------------- Total current assets 332,386 Property and equipment, net 260,121 Debt issuance costs, net 37,875 Other assets 7,513 ---------------- Total Assets $ 637,895 ================ LIABILITIES AND SHAREHOLDERS' DEFICIT CURRENT LIABILITIES: Note payable, net $ 256,883 Convertible debenture payable, net 231,651 Note payable - bank 1,130,267 Accounts payable 29,551 Accrued expenses 97,411 Customer deposits 51,869 Unearned membership fees 265,787 Derivates liability 978,641 ---------------- Total current liabilities 3,042,060 ---------------- Commitments and contingencies SHAREHOLDERS' DEFICIT: Preferred stock ($.0001 Par value; 25,000,000 shares authorized; 1,000,000 shares issued and outstanding) 100 Common stock ($.0001 Par value; 300,000,000 share authorized; 38,612,420 shares issued and outstanding) 3,861 Additional paid-in capital 1,808,033 Accumulated deficit (2,726,448) Shareholder transactions (1,489,711) ---------------- Total shareholders' deficit (2,404,165) ---------------- Total liabilities and shareholders' deficit $ 637,895 ================ See accompanying notes to unaudited consolidated financial statements. -3- UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended For the Six Months Ended June 30, June 30, ---------------------------------- --------------------------------- 2006 2005 2006 2005 --------------- ----------------- --------------- --------------- (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenues, net $ 525,284 $ 610,924 $ 1,088,343 $ 1,124,561 --------------- ----------------- --------------- --------------- Operating expenses: Cost of services performed 104,097 130,962 240,118 232,613 Salaries and related taxes and stock-based compensation 179,298 160,335 402,622 329,055 Depreciation and amortization 16,904 2,802 33,806 5,605 Professional fees 70,954 36,994 140,571 53,100 Consulting fees 55,755 37,500 145,522 42,500 Other general and administrative 192,945 182,475 388,438 313,272 --------------- ----------------- --------------- --------------- 619,953 551,068 1,351,077 976,145 --------------- ----------------- --------------- --------------- Income (loss) from operations (94,669) 59,856 (262,734) 148,416 --------------- ----------------- --------------- --------------- Other income (expense): Amortization of debt issuance costs (33,250) - (88,400) - Gain (loss) from valuation of derivatives liability (357,266) - 239,845 - Interest expense (383,412) (24,746) (795,051) (37,628) --------------- ----------------- --------------- --------------- Total other income (expense) (773,928) (24,746) (643,606) (37,628) --------------- ----------------- --------------- --------------- Income (loss) before provision for income taxes (868,597) 35,110 (906,340) 110,788 Income tax expense - (11,550) - (36,450) --------------- ----------------- --------------- --------------- Net income (loss) $ (868,597) $ 23,560 $ (906,340) $ 74,338 =============== ================= =============== =============== Net loss per common share: Net income (loss) per common share - basic and diluted $ (0.02) $ 0.00 $ (0.03) $ 0.00 =============== ================= =============== =============== Weighted average common shares outstanding - basic 37,333,795 28,964,023 36,095,445 28,763,650 =============== ================= =============== =============== Weighted average common shares outstanding - diluted 37,333,795 29,714,023 36,095,445 29,513,650 =============== ================= =============== =============== See accompanying notes to unaudited consolidated financial statements. -4- UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, -------------------------------------- 2006 2005 ------------------ ----------------- (Unaudited) (Unaudited) Cash Flows From Operating Activities: Net income (loss) $ (906,340) $ 74,338 Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 33,806 5,605 Stock-based compensation and consulting 110,030 - Common stock issued for interest 28,085 - Amortization of debt issuance costs 88,400 - Amortization of discount of debenture and note payable 620,440 - Gain from valuation of derivatives (239,845) - Changes in assets and liabilities: Accounts receivable 23,492 (51,336) Inventory of supplies (1,615) (1,130) Prepaid expenses and other current assets 796 (1,356) Other assets 8,200 1,000 Accounts payable 9,665 (147,753) Accrued expenses 32,030 9,447 Income taxes - 36,450 Customer deposits 15,872 2,159 Unearned membership fees (47,587) 188 ------------------ ----------------- Net cash used in operating activities (224,571) (72,388) ------------------ ----------------- Cash Flows From Investing Activities: Purchase of property and equipment - (170,162) ------------------ ----------------- Net cash used in investing activities - (170,162) ------------------ ----------------- Cash Flows From Financing Activities: Net proceeds from sales of common stock 173,366 60,000 Proceeds from loans from officer/shareholder - 95,820 Proceeds from long-term debt - 250,000 Payments on line of credit - (30,150) Payments on debenture payable (116,972) - Payments on convertible note payable (240,000) - Payments on notes payable (138,400) (126,787) ------------------ ----------------- Net cash provided by (used in) financing activities (322,006) 248,883 ------------------ ----------------- Net increase (decrease) in cash (546,577) 6,333 Cash - beginning of year 557,272 42,294 ------------------ ----------------- Cash - end of period $ 10,695 $ 48,627 ================== ================= Supplemental Disclosures of Cash Flow Information Cash payments for interest $ 55,868 $ 37,628 ================== ================= Cash payments for income taxes $ - $ - ================== ================= Non-cash investing and financing activities: Issuance of common stock for debt $ 6,900 $ - ================== ================= Stockholder loan offset in stockholder transactions $ - $ 95,820 ================== ================= Reclassification of derivative liability to equity $ 196,108 $ - ================== ================= Issuance of common stock to acquire assets $ - $ 113,755 ================== ================= See accompanying notes to unaudited consolidated financial statements. -5- UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2006 NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, the consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2005 and notes thereto and other pertinent information contained in Form 10-KSB/A-1 of Union Dental Holdings, Inc. (the "Company") as filed with the Securities and Exchange Commission (the "Commission"). The results of operations for the six months ended June 30, 2006 are not necessarily indicative of the results for the full fiscal year ending December 31, 2006. The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). The consolidated financial statements of the Company include the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated. Organization Union Dental Holdings, Inc., (f/k/a National Business Holdings, Inc.), (the "Company") is a Florida corporation which conducts business from its headquarters in Coral Springs, Florida. The Company was incorporated on November 26, 1996. On December 27, 2004, the Company entered into a Share Exchange and Reorganization Agreement ("Reorganization") with both Union Dental Corp. ("UDC"), a Florida corporation and Direct Dental Services, Inc. ("DDS"), a Florida corporation, whereby UDC and DDS became wholly-owned subsidiaries of the Company in exchange for an aggregate of 17,500,000 shares of its common stock and 1,000,000 shares of its preferred stock issued to Dr. George Green with each share of preferred stock providing voting rights equal to 15 shares of the Company's common stock. In addition, the Company agreed to recognize the 3,452,250 issued and outstanding options to purchase UDC common stock as options to purchase the Company's common stock. Pursuant to the Reorganization Agreement, 22,287,977 shares of the Company's common stock were canceled. As a result, UDC's and DDS's former stockholders became the Company's majority stockholders with the Company's former shareholders retaining 10,000,000 shares of common stock. On January 11, 2005, the Company amended its Articles of Incorporation to change its name from National Business Holdings, Inc. to Union Dental Holdings, Inc. The acquisition of UDC and DDS by the Company was accounted for as a reverse merger because on a post-merger basis, the former UDC and DDS shareholders hold a majority of the outstanding common stock of the Company on a voting and fully diluted basis. As a result, UDC and DDS were deemed to be the acquirer for accounting purposes. Accordingly, the consolidated financial statements presented for the period ending December 31, 2005, are those of the combined results of UDC and DDS for all periods prior to the acquisition, and the financial statements of the consolidated companies from the acquisition date forward. The historical stockholders' deficit of the combined results of UDC and DDS prior to the acquisition have been retroactively restated (a recapitalization) for the equivalent number of shares received in the acquisition after giving effect to any differences in the par value of the Company and the combined UDC and DDS common stock, with an offset to additional paid-in capital. The restated consolidated retained earnings of the accounting acquirer (UDC and DDS) are carried forward after the acquisition. -6- UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2006 NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Organization (continued) Through its wholly-owned subsidiaries, UDC and DDS, the Company operates two distinct lines of business. DDS operates a network of duly licensed dental providers, the Dental Referral, who provide dental services through the network to union members in accordance with arrangements between DDS and various labor unions. DDS is not limited as to the type of labor union which it may solicit. DDS charges an annual management services fee to the participating dentists to practice in an "area of exclusivity" for union members. DDS currently has exclusive contracts with several local unions. UDC acquired the assets of George D. Green, DDS, PA and manages the operation of that general dental practice. Use of estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Significant estimates in 2006 and 2005 include the allowance for doubtful accounts, stock-based compensation, the useful life of property and equipment, and the valuation of derivative liabilities. Fair value of financial instruments The carrying amounts reported in the balance sheet for cash, accounts receivable, accounts payable and accrued expenses, debenture and loans payable approximate their fair market value based on the short-term maturity of these instruments. Accounts receivable The Company has a policy of reserving for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. At June 30, 2006, the Company has established, based on a review of its outstanding balances, an allowance for doubtful accounts in the amount of $69,700. Inventory of dental supplies The Company values its inventory of dental supplies at the lower of cost or market, using the specific unit cost method. Property and equipment Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. In accordance with Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", the Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. -7- UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2006 NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Impairment of long-lived assets In accordance with Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," The Company periodically reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the assets estimated fair value and its book value. The Company did not consider it necessary to record any impairment charges during the year ended June 30, 2006. Loss per common share In accordance with SFAS No. 128 "Earnings Per Share," Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Diluted loss per common share is not presented because it is anti-dilutive. The Company's common stock equivalents at June 30, 2006 include the following: Convertible debentures 19,135,438 Derivatives options 48,000,000 Options 1,508,000 Warrants 1,304,348 --------------- 69,947,786 =============== Revenue recognition The Company follows the guidance of the Securities and Exchange Commission's Staff Accounting Bulletin 104 for revenue recognition. In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectibility is reasonably assured. The following policies reflect specific criteria for the various revenues streams of the Company: DDS selects certain dentists in selected geographical areas to represent the Company. The dentist enters into an exclusive agreement with DDS for an annual management services fee, which is based on each specialty the dentist provides to the patients on a per office basis. DDS receives a yearly membership fee from each dentist in order for him/her to maintain the exclusive area of each specialty that the dentist provides. Revenues from membership fees are recognized over the term of the contract. The Company recognizes revenue from its dental practice when dental services are provided. -8- UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2006 NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Non-Employee Stock Based Compensation The cost of stock based compensation awards issued to non-employees for services are recorded at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in Emerging Issues Task Force Issue ("EITF") 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services" ("EITF 96-18"). Common stock purchase warrants The Company accounts for common stock purchase warrants in accordance with the provisions of the Emerging Issues Task Force ("EITF") issue No. 00-19 "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock" ("EITF 00-19"). Based on the provisions of EITF 00-19, the Company classifies as equity any contracts that (i) require physical settlement or net-share settlement, or (ii) gives the company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the company), or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). Stock-based compensation Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share Based Payment ("SFAS No. 123R"). SFAS No. 123R establishes the financial accounting and reporting standards for stock-based compensation plans. As required by SFAS No. 123R, the Company recognized the cost resulting from all stock-based payment transactions including shares issued under its stock option plans in the financial statements. Prior to January 1, 2006, the Company accounted for stock-based employee compensation plans (including shares issued under its stock option plans) in accordance with APB Opinion No. 25 and followed the pro forma net income, pro forma income per share, and stock-based compensation plan disclosure requirements set forth in the Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation ("SFAS No. 123"). For the six months ended June 30, 2005, the Company did not grant any stock options. Recent accounting pronouncements In February 2006, the Financial Accounting Standards Board issued Statement No. 155 ("SFAS No 155"), "Accounting for Certain Hybrid Instruments: An Amendment of FASB Statements No. 133 and 140". Management does not believe that this statement will have a significant impact as the Company does not use such instruments. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. Reclassifications Certain prior periods' balances have been reclassified to conform to the current period's financial statement presentation. These reclassifications had no impact on previously reported results of operations or stockholders' equity. -9- UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2006 NOTE 2 - CONVERTIBLE DEBENTURES PAYABLE On August 17, 2005, the Company entered into a Debenture Agreement with Dutchess Private Equity Fund II, LLP ("Dutchess"), an accredited investor, for the issuance and sale of $600,000 of 10% secured convertible debentures in a private transaction exempt from registration under the Securities Act of 1933 in reliance on exemptions provided by Section 4(2) and Regulation D of that act. On August 17, 2005, the Company issued Dutchess a $600,000 principal amount 10% secured convertible debenture due August 17, 2010. At the time of signing the Debenture Agreement, the Company also issued Dutchess five-year common stock purchase warrants to purchase 1,304,348 shares of the Company's common stock at $.092 per share. Interest is payable on the secured convertible debentures at the rate of 10% per year. Amortizing payments will be made by the Company in satisfaction of this Debenture. Payments shall be made monthly on the first day of each business day of each month while there is an outstanding balance on the Debenture, to the Holder, in the amounts outlined below on the following schedule: Payment for Month 1 (due within three (3) days of the Issuance Date) $4,951 Payment for Month 2 $4,951 Payment for Month 3 $4,951 Payment for Month 4 and each month thereafter $62,716 The principal amount of the Debenture plus accrued interest may be converted at the option of the Dutchess into shares of the Company's common stock, anytime following the closing date, at a conversion price equal to the lesser of (i) the lowest closing bid price during the 15 days of full trading, as defined, prior to the conversion date; or (ii) $0.092. In addition, in the event that any portion of the debenture remains outstanding on the maturity date of August 17, 2010, such outstanding amount shall be automatically converted into shares of the Company's common stock. In the event that the Company does not make delivery of the common stock as instructed by Dutchess, the Company shall be obligated to pay to Dutchess 3% in cash of the dollar value of the debentures being converted, compounded daily, per each day after the 3rd business day following the conversion date that the common stock is not delivered to Dutchess. In the event of default as defined in the Debenture Agreement, Dutchess may among other things: (a) elect to secure a portion of the Company's assets not to exceed 200% of the Face Amount of the Note, in Pledged Collateral; (b) elect to garnish Revenue from the Company in an amount that will repay the Holder on the payment schedule set forth above; (c) exercise its right to increase the Face Amount of the debenture by ten percent (10%) as an initial penalty and for each Event of Default under the Debenture; (d) elect to increase the Face Amount by two and one-half percent (2.5%) per month (pro-rata for partial periods) paid as a penalty for liquated damages which will be compounded daily; The debenture provides that Dutchess shall not be entitled to convert that amount of Debenture into common stock, which when added with the sum of the number of shares beneficially owned by Dutchess would exceed 4.99% of the number of shares of our common stock outstanding on the conversion date. -10- UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2006 NOTE 2 - CONVERTIBLE DEBENTURES PAYABLE (continued) In order to secure its obligations under the secured convertible debenture and related documents, the Company has granted the debenture holder a security interest in all of its assets and property. In accordance with Statement of Financial Accounting Standards No. 133, `Accounting for Derivative Instruments and Hedging Activities', ("FASB 133"), the Company determined that the conversion feature of the Debentures met the criteria of an embedded derivative and therefore the conversion feature of the debt needed to be bifurcated and accounted for as a derivative. Due to the reset provisions of the Debentures, the debt does not meet the definition of "conventional convertible debt" because the number of shares which may be issued upon the conversion of the debt is not fixed. Therefore, the conversion feature fails to qualify for equity classification under EITF 00-19, and must be accounted for as a derivative liability. The $600,000 face amount of the debenture was stripped of its conversion feature due to the accounting for the conversion feature as a derivative, which was recorded using the residual proceeds method, whereby any remaining proceeds after allocating the proceeds to the warrants and conversion option were attributed to the debt. At June 30, 2006, the Company revalued this derivative liability. For the six months ended June 30, 2006, after adjustment, the Company recorded a gain on revaluation of this derivative liability of $71,418 and reclassified $68,051 of the derivative liability to paid-in capital due to the payment or conversion of the debenture. For the six months ended June 30, 2006, amortization of the discount on debenture amounted to $149,032. Additionally, during the six months ended June 30, 2006, the Company issued 75,000 shares of its common stock for settlement of $6,900 of the debenture. The convertible debenture liability is as follows at June 30, 2006: Convertible debentures payable $ 306,167 Less: unamortized discount on debentures (74,516) ---------------- Convertible debentures, net $ 231,651 =============== As of June 30, 2006, the Company is delinquent on its payments on the convertible debenture by two payments. As of June 30, 2006, the Company had not received notice of default from the holder of the convertible debentures. NOTE 3 - EQUITY CREDIT LINE On August 17, 2005, the Company entered into an Investment Agreement with Dutchess Private Equities Fund II, LLP ("Dutchess"). Pursuant to this Agreement, Dutchess committed to purchase up to $5,000,000 (the "Line") of the Company's common stock over the course of 36 months ("Line Period"), after the registration statement was declared effective by the SEC in September 2005 (the "Effective Date"). The amount that the Company shall be entitled to request from each of the purchase "Puts", shall be equal to either (1) $100,000 or (2) 200% of the averaged daily volume (US market only) ("ADV") of the Company's common stock for the 20 trading days prior to the "Put" notice, multiplied by the average of the 3 daily closing prices immediately preceding the Put Date. The Pricing Period shall be the five (5) consecutive trading days immediately after the Put Date. The Market Price shall be the lowest closing bid price of the Company's common stock during the Pricing Period. The Purchase Price shall be set at 95% of the Market Price. This Investment Agreement establishes what is sometimes termed an equity line of credit or an equity drawdown facility. -11- UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2006 NOTE 3 - EQUITY CREDIT LINE (continued) In general, the drawdown facility operates as follows: Dutchess, has committed to provide the Company up to $5,000,000 as it requests over a 36 month period, in return for common stock the Company issues to Dutchess. The Company, at its sole discretion, may during the Open Period deliver a "put notice" (the "Put Notice") to Dutchess which states the dollar amount which the Company intends to sell to Dutchess on the Closing Date. The Open Period is the period beginning on the trading after the Effective Date and which ends on the earlier to occur of 36 months from the Effective Date or termination of the Investment Agreement in accordance with its terms. The Closing Date shall mean no more than 7 trading days following the Put Notice Date. The Put Notice Date shall mean the Trading Day immediately following the day on which Dutchess receives a Put Notice, as defined in the agreement. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. Additionally, Dutchess shall not be obligated to honor any Put Notice if at the time of the Put Notice Dutchess would own more than 4.99% of the Company's issued and outstanding common stock. Upon the receipt by Dutchess of a validly delivered Put Notice, Dutchess shall be required to purchase from the Company, during the period beginning on the Put Notice Date and ending on and including the date that is 5 trading days after such Put Notice, that number of shares having an aggregate purchase price equal to the lesser of (a) the Put Amount set forth in the Put Notice, or (b) 20% of the aggregate trading volume of the Company's common stock during the applicable Pricing Period times (x) the lowest closing bid price of the Company's common stock during the specified Pricing period, but only if such said shares bear no restrictive legend and are not subject to stop transfer instructions, prior to the applicable Closing Date. For the six months ended June 30, 2006, the Company delivered Put Notices to draw on the equity line of credit. In connection with these puts, the Company issued 2,257,496 shares of common stock for net proceeds of $173,366. NOTE 4 - NOTE PAYABLE On December 22, 2005, the Company signed a promissory note (the "Note") in favor of Dutchess Private Equities Fund, LP (the "Investor"), in the amount of $960,000 (the "Face Amount") and received gross proceeds in the amount of $800,000 less $60,075 in fees associated with the financing for net proceeds of $739,925. The Company is obligated to repay the Investor the Face Amount on or before December 23, 2006. There is no stated interest rate on the Note and interest has been imputed at a rate of 32% per annum. Payments are to be made by the Company from each Put from the Company's Equity Credit Line (see note 4) with the Investor. The Company is obligated to pay the Investor the greater of a) 50% of each Put to the Investor or b) $80,000 until the face Amount minus any fees have been paid. The first payment was due on February 15, 2006 and all subsequent payments will be made at the Closing of every Put to the Investor thereafter. The Put Amount will be the maximum amount allowed under the Investment Agreement with the Investor. As described in note 3, the Investment Agreement provides in part that the maximum amount of each Put is either $100,000 or 200% of the average daily volume multiplied by the average of the three daily closing prices immediately preceding the Put Date. Payments made by the Company in satisfaction of this Note shall be made from each Put from the Equity Line of Credit with the Investor given by the Company to the Investor. Additionally, in connection with note, the Company issued 1,500,000 shares of common stock. The shares were valued at fair market value as of the date of grant of $135,000 or $.09 per share and is reflected as a discount on the Note, which will be amortized over the term. -12- UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2006 NOTE 4 - NOTE PAYABLE (continued) The Company agreed to issue 50 signed Put Notices to the Investor to use as collateral. In the event, the Investor uses the collateral in full, the Company shall immediately deliver to the Investor additional Put Sheets as requested by the Holder. In the event that on the maturity date the Company has any remaining amounts unpaid on this Note (the "Residual Amount"), the Holder can exercise its right to increase the Face Amount by ten percent (10%) as an initial penalty and an additional 2.5% per month paid, pro rata for partial periods, compounded daily, as liquated damages ("Liquidated Damages"). Additionally, in the event of a default as defined in the agreement, the Holder shall have the right, but not the obligation, to 1) switch the Residual Amount to a three-year ("Convertible Maturity Date"), interest-bearing convertible debenture. If the Holder chooses to convert the Residual Amount to a Convertible Debenture, the Company shall have 20 business days after notice of the same (the "Notice of Convertible Debenture") to file a registration statement covering an amount of shares equal to 300% of the Residual Amount. Such registration statement shall be declared effective under the Securities Act of 1933, as amended (the "Securities Act"), by the Securities and Exchange Commission (the "Commission") within 40 business days of the date the Company files such Registration Statement. In the event the Company does not file such registration statement within 20 business days of the Holder's request, or such registration statement is not declared by the Commission to be effective under the Securities Act within the time period described above, the Residual Amount shall increase by $5,000 per day. The Holder is entitled to convert the Debenture Residual Amount, plus accrued interest, anytime following the Convertible Maturity Date, at the lesser of (i) 50% of the lowest closing bid price during the 15 trading immediately preceding the Convertible Maturity Date or (ii) 100% of the lowest bid price for the 20 trading days immediately preceding the Convertible Maturity Date ("Fixed Conversion Price"). In accordance with Statement of Financial Accounting Standards No. 133, `Accounting for Derivative Instruments and Hedging Activities', ("FASB 133"), the Company determined that the conversion feature of the Note met the criteria of an embedded derivative and therefore the conversion feature of this debt needed to be bifurcated and accounted for as a derivative. Due to the conversion features of the Note which is convertible based on draws from the equity credit line, the debt does not meet the definition of "conventional convertible debt" because the number of shares which may be issued upon the conversion of the debt is not fixed. Therefore, the conversion feature fails to qualify for equity classification under EITF 00-19, and must be accounted for as a derivative liability. The $960,000 face amount of the debenture was stripped of its conversion feature due to the accounting for the conversion feature as a derivative, which was recorded using the residual proceeds method, whereby any remaining proceeds after allocating the proceeds to the 1,500,000 common shares and conversion option would be attributed to the debt. The beneficial conversion feature (an embedded derivative) included in this Note resulted in a note discount of $665,000 in 2005. In accordance with EITF No. 00-19, EITF No. 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments, the values assigned to both the Note, and conversion feature were allocated based on their fair values. The amount allocated as a discount on the Note for the value of the conversion option will be amortized to interest expense, using the effective interest method, over the term of the Note. -13- UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2006 NOTE 4 - NOTE PAYABLE (continued) The holders of the Note and the underlying shares on the equity credit line have registration rights that required the Company to file a registration statement with the Securities and Exchange Commission to register the resale of the common stock issuable upon conversion of the debenture or the exercise of the warrants. Under EITF No. 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock, the ability to register stock was deemed to be outside of the Company's control. Accordingly, in 2005, the initial aggregate fair value of the derivatives (embedded and free-standing) of $1,002,049 was recorded as a derivative liability in the consolidated balance sheet, and is marked to market at the end of each reporting period. During the six months ended June 30, 2006, the Company revalued this derivative liability. For the six months ended June 30, 2006, after adjustment, the Company recorded a gain on revaluation of this derivative liability of $168,427 and reclassified $128,057 of the derivative liability to paid-in capital due to the payment of the debenture. For the six months year ended June 30, 2006, amortization of the discount on the note amounted to $471,408. The note payable is as follows at June 30, 2006: Note payable $ 720,000 Less: unamortized discount on note (463,117) --------------- Note payable, net $ 256,883 =============== As of June 30, 2006, the Company is delinquent on its payments on the note payable by two payments. As of June 30, 2006, the Company had not received notice of default from the holder of the note payable. NOTE 5 - LONG-TERM DEBT In December 2004, the Company agreed to assume the debt obligation of the principal stockholder for a bank loan utilized to purchase 50% of DDS from its founder and former owner and the remaining balance owed on the original 50% acquisition. The original note was in the amount $1,215,000. On May 17, 2005, the Company entered into an Amended and Restated Promissory Note in the amount of $1,384,000. The interest rate on this note is the LIBOR Fixed Rate plus 255 basis points (6.92% at June 30, 2006) calculated by using the 365/360 day method. The note requires monthly principal payments of $23,067 plus accrued interest payable monthly, and is secured by all of the assets of the Company. The principal stockholder is also the guarantor of this loan. In addition, the Company, on a consolidated basis, must maintain a minimum Global Debt Service Ratio, as defined by the bank, which is calculated annually, based on the Company's year end financial statements. The Company must also maintain property and casualty insurance on the business as well as a minimum of $700,000 of life insurance on the principal stockholder, assigned to the bank. In October 2005, as a result of a hurricane relief program, the bank extended the due date on the November and December 2005 payments, thereby extending the Note due date to July 17, 2010. As of June 30, 2006, the Company is in default of loan covenants and other terms of the agreement. Accordingly, the Company has shown the entire principal balance in current liabilities. At June 30, 2006, the principal amount outstanding on this note amounts to $1,130,267. -14- UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2006 NOTE 6 - SHAREHOLDERS' EQUITY Common Stock In January 2006, the Company issued 75,000 shares of common stock upon the conversion of the debenture payable at $.092 per share or $6,900. For the period from January 21, 2006 to June 30, 2006, the Company exercised put notices in accordance with its Investment Agreement with Dutchess (see note 3) and received $157,005 of net cash proceeds for which the Company issued 1,947,496 shares of its common stock to Dutchess. During the three months ended March 31, 2006, the Company issued an aggregate 522,000 shares of common stock for services rendered. The Company valued these common shares at the fair market value on the date of grant at per share prices ranging from $.08 to $.10 or an aggregate of $44,960. In connection with issuance of these shares, the Company recorded professional fees of $16,000 for legal services performed, stock-based compensation of $4,960, and $24,000 in consulting fees for business development services performed. On April 4, 2006, the Company exercised a put notice in accordance with its Investment Agreement with Dutchess (see note 3) and received $5,273 of net cash proceeds for which the Company issued 75,000 shares of its common stock to Dutchess. On April 25, 2006, the Company issued an aggregate 250,000 shares of common stock for services rendered. The Company valued these common shares at the fair market value on the date of grant at $.07 per share or $17,500. In connection with issuance of these shares, the Company recorded consulting fees of $17,500 for business development services performed. On April 25, 2006, the Company exercised a put notice in accordance with its Investment Agreement with Dutchess (see note 3) and received $11,088 of net cash proceeds for which the Company issued 235,000 shares of its common stock to Dutchess. On May 5, 2006, the Company issued an aggregate 622,000 shares of common stock for services rendered. The Company valued these common shares at the fair market value on the date of grant at $.05 per share or $31,100. In connection with issuance of these shares, the Company recorded consulting fees of $12,500 and professional fees of $18,600 for business development and professional services performed, respectively. During May 2006, the Company issued 1,109,621 shares of common stock to Dutchess in accordance with its Investment Agreement for interest due amounting to $28,085. On June 21, 2006, the Company issued 100,000 shares of common stock for services rendered. The Company valued these common shares at the fair market value on the date of grant at $.015 per share or $1,500. In connection with issuance of these shares, the Company recorded consulting fees of $1,500 for business development services performed. -15- UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2006 NOTE 6 - SHAREHOLDERS' EQUITY Stock Options A summary of the status of the Company's outstanding stock options as of June 30, 2006 and changes during the period ending on that date is as follows: Weighted Average Exercise Shares Price -------------- ------------- Outstanding at December 31, 2005 1,508,000 $ 0.16 Granted - - Exercised - - Forfeited - - -------------- ------------- Outstanding at June 30, 2006 1,508,000 $ 0.16 ============== ============== Options exercisable at end of period 1,508,000 $ 0.16 ============== ============== Weighted-average fair value of options granted during the period $ 0.00 The following information applies to options outstanding at June 30, 2006: Options Outstanding Options Exercisable ---------------------------------------------------------------- --------------------------- Weighted Average Weighted Weighted Range of Number Remaining Average Number Average Exercise Outstanding at Contractual Exercise Exercisable at Exercise Price June 30, 2006 Life (Years) Price June 30, 2006 Price ------------ ----------------- --------------- ------------- ----------------- ------------ $ 0.13-0.15 950,000 4.50 $ 0.14 950,000 $ 0.14 $ 0.20-.0.25 525,000 2.25 $ 0.21 525,000 $ 0.21 $ 0.50 33,000 3.50 $ 0.50 33,000 $ 0.50 ------------- ------------ ----------------- ------------ 1,508,000 $ 0.16 1,508,000 $ 0.16 ============= ============ ================= ============ Common Stock Warrants In November and December 2005, in connection with a debenture payable, the Company granted 1,304,348 warrants to purchase 1,304,348 shares of common stock at $0.092 per share. The warrants expire on the three-year anniversary of the date of issuance. -16- UNION DENTAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2006 NOTE 7 - GOING CONCERN As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit of $2,726,448 and a working capital deficit of $2,709,674 at June 30, 2006, net losses for the six months ended June 30, 2006 of $906,340 and cash used in operations during the six months ended June 30, 2006 of $224,571. While the Company is attempting to increase sales, the growth has not been significant enough to support the Company's daily operations. In order to raise funds, on August 2005, the Company entered into an Investment Agreement and a Debenture Agreement (See Note 2 and 3), and a note payable agreement (See note 4), and has a note payable to a bank. Management may attempt to raise additional funds by way of a public or private offering. While the Company believes in the viability of its strategy to improve sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The Company's limited financial resources have prevented the Company from aggressively advertising its products and services to achieve consumer recognition. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan and generate increased revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that the actions presently being taken to further implement its business plan and generate additional revenues provide the opportunity for the Company to continue as a going concern. NOTE 8 - SUBSEQUENT EVENT On July 8, 2006, the Company issued 500,000 shares of common stock for services rendered. The Company valued these common shares at the fair market value on the date of grant at $.017 per share or $8,500. In connection with issuance of these shares, the Company recorded consulting fees of $8,500 for business development services performed. [Balance of this page intentionally left blank.] -17- FORWARD LOOKING STATEMENTS This Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2006 contains "forward-looking statements". Generally, the words "believes", "anticipates," "may," "will," "should," "expect," "intend," "estimate," "continue," and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements which include, but are not limited to, statements concerning the Company's expectations regarding its working capital requirements, financing requirements, business prospects, and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. Such statements are subject to certain risks and uncertainties, including the matters set forth in this Quarterly Report or other reports or documents the Company files with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. The Company undertakes no obligation to update these forward-looking statements. In addition, the forward-looking statements in this Quarterly Report on Form 10-QSB involve known and unknown risks, uncertainties and other factors that could cause the actual results, performance or achievements of the Company to differ materially from those expressed in or implied by the forward-looking statements contained herein. Item 1A - Risk Factors We are in default with our two primary lenders. As reflected in the notes to our financial statements, we are in default with respect to a note payable due Dutchess Private Equities Fund, LP and an Amended and Restated Promissory Note with Bank of America. While we hope to enter into some type of forebearance agreement with both of these lenders, there can be no assurance that either will agree to any new terms or conditions which we propose. Bank of America has a lien on our assets. If they were to foreclose on this lien or Dutchess were to exercise its default remedies, we risk foreclosure on the lien or the attachment of our future revenue streams. If this should occur, it is unlikely that we would be able to continue our operations without additional financing of which there can be no assurance. Item 2 - Management's Discussion and Analysis or Plan of Operation OVERVIEW We operate our business through our two wholly owned subsidiaries, Direct Dental Services, Inc. ("DDS") and Union Dental Corp. ("UDC"). DDS operates a network of duly licensed dental providers. Members of the dental network pay an annual management service fee for the right to be a member of the dental network. UDC operates a dental practice in Coral Springs, Florida. The Company intends to expand its network of dental providers. The Company may also expand and offer participating unions other professional services such as chiropractic and optometrists. The Company may also acquire additional dental practices which the Company believes will improve operating performance. Management's current focus is the expansion of its dental network. We intend to expand in existing markets primarily by enhancing the operating performance of our existing office, by acquiring dental practices, by adding union contracts in states where we currently do not have union contracts and by developing dental network union contracts with other unions. At this time it is not possible to project what income or expenses will result from the expansion of these services. In order to finance our operations, growth and expansion, on August 17, 2005, we entered into an Investment Agreement with Dutchess Private Equity Fund II, LLP ("Dutchess"). Pursuant to this Agreement, Dutchess will commit to purchase up to $5,000,000 of our Common Stock over the course of 36 months, beginning September 15, 2005, the date our registration statement was declared effective by the SEC. Under the agreement, we may sell to Dutchess on each occasion, either (1) $100,000 in shares of our common stock or (2) 200% of the averaged daily volume (U.S. market only) -18- Item 2 - Management's Discussion and Analysis or Plan of Operation (continued) of our Common Stock for the 20 trading days prior to our "Put" notice, multiplied by the average of the 3 daily closing prices immediately preceding the Put Date. The Market Price shall be the lowest closing bid price of our common stock during the Pricing Period. The Purchase Price shall be set at 95% of the Market Price. This Investment Agreement establishes what is sometimes termed an equity line of credit or an equity drawdown facility. In general, the drawdown facility operates as follows: Dutchess, has committed to provide us with up to $5,000,000 as we request over a 36 month period, in return for common stock that we issue to Dutchess. We may, in our sole discretion, during the Open Period deliver a "put notice" (the "Put Notice") to Duchess which states the dollar amount which we intend to sell to Dutchess on the Closing Date. The Open Period is the period beginning on the trading after the Effective Date and which ends on the earlier to occur of 36 months from the Effective Date or termination of the Investment Agreement in accordance with its terms. The Closing Date shall mean no more than 7 trading days following the Put Notice Date. The Put Notice Date shall mean the Trading Day immediately following the day on which Dutchess receives a Put Notice, as defined in the agreement. During the Open Period, we are not entitled to submit a Put Notice until after the previous Closing has been completed. Upon the receipt by Dutchess of a validly delivered Put Notice, Dutchess shall be required to purchase from us, during the period beginning on the Put Notice Date and ending on and including the date that is 5 trading days after such Put Notice, that number of shares having an aggregate purchase price equal to the lesser of (a) the Put Amount set forth in the Put Notice, or (b) 20% of the aggregate trading volume of our common stock during the applicable Pricing Period times (x) the lowest closing bid price of our common stock during the specified Pricing period, but only if such said shares bear no restrictive legend and are not subject to stop transfer instructions, prior to the applicable Closing Date. As a result of this variable price feature, the number of shares issuable pursuant to the agreement will increase if the market price of our stock decreases. In addition, there is no upper limit on the number of shares issuable pursuant to the agreement. Therefore our shareholders may be subject to significant dilution and face the prospect of a change in control. (See Footnote 4 to our Financial Statements). Through June 30, 2006, we exercised put notices in accordance with its Investment Agreement with Dutchess and received $173,366 of net cash proceeds for which the Company issued 2,257,496 shares of its common stock to Dutchess. Because of the significant decline in the price of our common stock since the execution of our Line of Credit with Dutchess, it is unlikely that we will be able to draw down the entire $5,000,000. As a result, we may have to obtain additional operating capital from other sources to enable us to execute our business plan. We may be able to obtain a portion of any additional required working capital through the private placement of common stock to domestic accredited investors pursuant to Regulation D of the Securities Act of 1933, as amended. We may also rely on the exemption afforded by Regulation S of the Securities Act of 1933, as amended, and solicit non-U.S. citizens. There is no assurance that we will obtain the additional working capital that we need through the private placement of our common stock. In addition, such financing may not be available in sufficient amounts or on terms acceptable to us. Also in connection with the Dutchess financing, on August 17, 2005, we entered into a Debenture Agreement with Dutchess, an accredited investor, for the issuance and sale of $600,000 of 10% secured convertible debenture due August 17, 2010 in a private transaction exempt from registration under the Securities Act of 1933 in reliance on exemptions provided by Section 4(2) and Regulation D of the Act. At the time of signing the Debenture Agreement, we also issued Dutchess a five-year common stock purchase warrant to purchase 1,304,348 shares of our common stock at $.092 per share. -19- Item 2 - Management's Discussion and Analysis or Plan of Operation (continued) Interest is payable on the secured convertible debentures at the rate of 10% per year. Amortizing payments will be made by us in satisfaction of this Debenture. Payments shall be made monthly on the first day of each business day of each month while there is an outstanding balance on the Debenture, to the Holder, in the amounts outlined below on the following schedule: Payment for Month 1: $4,951 (due within three (3) days of the Issuance Date) Payment for Month 2: $4,951 Payment for Month 3: $4,951 Payment for Month 4 and each month thereafter: $62,716 The principal amount of the Debenture plus accrued interest may be converted at the option of Dutchess into shares of our common stock, anytime following the closing date, at a conversion price equal to the lesser of (i) the lowest closing bid price during the 15 days of full trading, as defined, prior to the conversion date; or (ii) $0.092. In addition, in the event that any portion of the debenture remains outstanding on the maturity date of August 17, 2010, such outstanding amount shall be automatically converted into shares of our common stock. In the event that we do not make delivery of the common stock as instructed by Dutchess, we shall be obligated to pay to Dutchess 3% in cash of the dollar value of the debentures being converted, compounded daily, per each day after the 3rd business day following the conversion date that the common stock is not delivered to Dutchess. In the event of default as defined in the Debenture Agreement, Dutchess may among other things: (a) elect to secure a portion of our assets not to exceed 200% of the Face Amount of the Note, in Pledged Collateral; (b) elect to garnish revenue from us in an amount that will repay the Holder on the payment schedule set forth above; (c) exercise its right to increase the Face Amount of the debenture by ten percent (10%) as an initial penalty and for each Event of Default under the Debenture; (d) elect to increase the Face Amount by two and one-half percent (2.5%) per month (pro-rata for partial periods) paid as a penalty for liquated damages which will be compounded daily. The debenture provides that Dutchess shall not be entitled to convert that amount of Debenture into common stock, which when added with the sum of the number of shares beneficially owned by Dutchess would exceed 4.99% of the number of shares of our common stock outstanding on the conversion date. In order to secure its obligations under the secured convertible debenture and related documents, we have granted Dutchess a security interest in all of our assets and property. On December 22, 2005, the Company signed a promissory note (the "Note") in favor of Dutchess in the amount of $960,000 (the "Face Amount") and received gross proceeds in the amount of $800,000 less $60,075 in fees associated with the financing for net proceeds of $739,925. The Company is obligated to repay the Investor the Face Amount on or before December 23, 2006. There is no stated interest rate on the Note. Payments are to be made by the Company from each Put from the Company's Equity Credit Line we have with Dutchess. The Company is obligated to pay Dutchess the greater of a) 50% of each Put to the Investor or b) $80,000 until the face Amount minus any fees have been paid. The first payment was due and made on February 15, 2006 and all subsequent payments will be made at the Closing of every Put to Dutchess thereafter. The Put Amount will be the maximum amount allowed under the Investment Agreement with Dutchess. Payments made by the Company in satisfaction of this Note shall be made from each Put from the Equity Line of Credit with Dutchess. Additionally, in connection with this obligation, the Company issued 1,500,000 shares of common stock. -20- Item 2 - Management's Discussion and Analysis or Plan of Operation (continued) We issued 50 signed Put Notices to Dutchess as collateral. In the event, that Dutchess uses the collateral in full, we are obligated to immediately deliver to Dutchess additional Put Sheets as requested. In the event that on the maturity date we have any remaining amounts unpaid on this Note (the "Residual Amount"), the Holder can exercise its right to increase the Face Amount by ten percent (10%) as an initial penalty and an additional 2.5% per month paid, pro rata for partial periods, compounded daily, as liquated damages ("Liquidated Damages"). Additionally, in the event of a default as defined in the agreement, the Holder shall have the right, but not the obligation, to 1) switch the Residual Amount to a three-year ("Convertible Maturity Date"), interest-bearing convertible debenture. If the Holder chooses to convert the Residual Amount to a Convertible Debenture, we shall have 20 business days after notice of the same (the "Notice of Convertible Debenture") to file a registration statement covering an amount of shares equal to 300% of the Residual Amount. Such registration statement shall be declared effective under the Securities Act of 1933, as amended (the "Securities Act"), by the Securities and Exchange Commission (the "Commission") within 40 business days of the date we file such Registration Statement. In the event we do not file such registration statement within 20 business days of the Holder's request, or such registration statement is not declared by the Commission to be effective under the Securities Act within the time period described above, the Residual Amount shall increase by $5,000 per day. The Holder is entitled to convert the Debenture Residual Amount, plus accrued interest, anytime following the Convertible Maturity Date, at the lesser of (i) 50% of the lowest closing bid price during the 15 trading immediately preceding the Convertible Maturity Date or (ii) 100% of the lowest bid price for the 20 trading days immediately preceding the Convertible Maturity Date ("Fixed Conversion Price"). We are in default under this obligation. We have not however received notice of Default from Dutchess. We have adopted a code of conduct for the operations of our business. We believe that this code of conduct will promote our business dealings with the public in general, govern the activities of our officers and employees with respect to safeguarding corporate assets and dealing fairly with our shareholders. CRITICAL ACCOUNTING POLICIES Financial Reporting Release No. 60, which was released by the Securities and Exchange Commission (the "SEC"), encourages all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. The Company's consolidated financial statements include a summary of the significant accounting policies and methods used in the preparation of the consolidated financial statements. Management believes the following critical accounting policies affect the significant judgments and estimates used in the preparation of the financial statements. Use of Estimates - Management's discussion and analysis or plan of operation is based upon the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates these estimates, including those related to allowances for doubtful accounts receivable and long-lived assets. Management bases these estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We review the carrying value of property and equipment for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value. -21- Item 2 - Management's Discussion and Analysis or Plan of Operation (continued) Effective January 1, 2006, we adopted the provisions of SFAS No. 123(R), "Share-Based Payment," under the modified prospective method. SFAS No. 123(R) eliminates accounting for share-based compensation transactions using the intrinsic value method prescribed under APB Opinion No. 25, "Accounting for Stock Issued to Employees," and requires instead that such transactions be accounted for using a fair-value-based method. Under the modified prospective method, we are required to recognize compensation cost for share-based payments to employees based on their grant-date fair value from the beginning of the fiscal period in which the recognition provisions are first applied. For periods prior to adoption, the financial statements are unchanged, and the pro forma disclosures previously required by SFAS No. 123, as amended by SFAS No. 148, will continue to be required under SFAS No. 123(R) to the extent those amounts differ from those in the Statement of Operations. RESULTS OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2006 COMPARED TO SIX MONTHS ENDED JUNE 30, 2005 Revenues For the six months ended June 30, 2006, we generated revenues of $1,088,343 compared to $1,124,561 for the six months ended June 30, 2005, a decrease of $36,218 or 3.2%. For the three months ended June 30, 2006, we generated revenues of $525,284 compared to $610,924 for the three months ended June 30, 2005, a decrease of $85,640 or 14.0%. The primary reasons for this decrease in revenues is due to our write-off of that portion of insurance reimbursement which are being waived as a result of agreements with the unions and/or insurance carriers. Beginning with the third quarter of 2006, we will make these adjustments on a quarterly basis. Total Operating Expenses The Company's total operating expenses increased $374,932 or 38.4% for the six months ended June 30, 2006 as compared to the 2005 period. These increases include: o Cost of services performed - Cost of services performed expense consists of personnel cost, dental supplies, and lab costs. For the six months ended June 30, 2006, the cost of services performed were $240,118 as compared to $232,613 for the 2005 period, an increase of $7,505 or 3.2%. These increases were the result of additional dental personnel employed by the Company. o Salaries, related taxes and stock-based compensation - Salaries, related taxes and stock-based compensation expense consists of personnel cost and the fair value of common shares issued for services to employees. For the six months ended June 30, 2006, salaries, related taxes and stock-based compensation costs were $402,622 as compared to $329,055 for the 2005 period, an increase of $73,567 or 22.4%. The increase in salaries relates to adding additional personnel and normal wage increases including additional staff personnel resulting from the acquisition of the assets of Dental Visions. o For the six months ended June 30, 2006, we recorded depreciation expense of $33,806 as compared to $5,605 for the 2005 period. In mid 2005, we acquired the assets of Dental Visions which we began amortizing in the third quarter of 2005. o For the six months ended June 30, 2006, we incurred professional fees of $140,571 as compared to $53,100 for the 2005 period, an increase of $87,471 or 164.7%. During the six months ended June 30, 2006, we incurred legal fees of $26,000 from the issuance of common shares for services rendered and incurred legal fees related to other corporate legal matters. Additionally, we incurred increased accounting fees related to the audit of our books and records and SEC filings. o For the six months ended June 30, 2006, we incurred consulting fees of $145,522, including $70,469 of stock based consulting fees, as compared to $42,500 for the 2005 period, an increase of $103,022. For the six months ended June 30, 2006, we incurred investor relations fees of $57,000 as compared to $0 for the six months ended June 30, 2005. -22- Item 2 - Management's Discussion and Analysis or Plan of Operation (continued) o For the six months ended June 30, 2006, we incurred other general and administrative expenses of $388,438 as compared to $313,272 for the 2005 period, an increase of $75,166 or 24%. Other general and administrative expenses consisted of the following: For the six months Ended June 30, ------------------------------- 2006 2005 --------------- --------------- Rent $ 50,729 $ 42,570 Insurance 54,266 47,925 Postage 37,499 20,404 Printing 23,405 22,376 Other 222,539 179,997 --------------- --------------- Total $ 388,438 $ 313,272 =============== =============== o Increases in rent of $8,159 are attributable to additional costs we incurred as a result of the acquisition of the dental practice owned by Dr. Dora Vilk-Shapiro, d/b/a Dental Visions where we assumed the leasehold obligation. o During the six months ended June 30, 2006, we had an increase in insurance expense of $6,341 compared to the 2005 period primarily related with an increase in health insurance costs. o For the six months ended June 30, 2006, postage amounted to $37,499 s compared to $20,404 for the six months ended June 30, 2005, an increase of $17,095 or 83.4%. This increase was attributable to the mailing of promotional materials to union members in new contracted areas. o For the six months ended June 30, 2006, printing amounted to $23,405 as compared to $22,376 for the six months ended June 30, 2005, an increase of $1,029 or 4.6%. This increase was attributable to the printing of promotional materials for union members in new contracted areas. o Other general and administrative expenses consisted of casual labor, office expenses, utilities, maintenance, computer expenses, postage, travel, and other expenses. The increase for the six months ended June 30, 2006 as compared to the 2005 period of $42,542 is attributable to an increase in operational activities. Other income (expenses) o For the six months ended June 30, 2006, we recorded amortization of debt issuance costs of $88,400 as compared to $0 in the 2005 period. o For the six months ended June 30, 2006, we recorded a gain from the revaluation of a derivative liability of $239,845 which was attributable to our stock volatility and the value of our stock price. o For the six months ended June 30, 2006, interest expense was $795,051 as compared to $37,628 for the 2005 period, an increase of $757,423 and was attributable to the amortization of discount on our debenture and note payable. -23- Item 2 - Management's Discussion and Analysis or Plan of Operation (continued) Net loss As a result of these factors, we reported a net loss of $(906,340) or $(.03) per share for the six months ended June 30, 2006 as compared to net income of $74,338 or $.00 per share for the six months ended June 30, 2005. For the three months ended June 30, 2006, we reported a net loss of $(868,597) or $(.02) per share as compared to net income of $23,560 or $0.00 per share for the three months ended June 30, 2005. LIQUIDITY AND CAPITAL RESOURCES At June 30, 2006, we had cash and accounts receivable amounting to $10,695 and $287,341, respectively. We had total current assets of $332,386 and our total assets were $637,895. Our total current liabilities were $3,042,060. We have a working capital deficit as of June 30, 2006 of $2,709,674. Our working capital deficit is attributable primarily to two factors: We have recorded $1,130,267 as a short term loan liability representing the entire principal balance due and owing Bank of America. The loan was established to finance our ongoing operations and as a result of our agreement in December 2004 to assume the debt obligation of the principal stockholder for a bank loan utilized to purchase 50% of DDS from its founder and former owner and the remaining balance owed on the original 50% acquisition. The original note was in the amount $1,215,000. On May 17, 2005, the Company entered into an Amended and Restated Promissory Note in the amount of $1,384,000. We have made all required monthly payments under this obligation. However, we have failed to comply with certain covenants contained within the loan documentation and have received a notice of default from Bank of America. We have met with our Bank of America account representative and their legal counsel to discuss this matter further. While we have discussed the possibility of entering into some type of forbearance agreement with Bank of America while this loan agreement remains in default, we have not discussed the specific terms or conditions of such an agreement nor can there be any assurance that we will be able to come to any type of agreement with respect to the execution of a forbearance agreement. In order to finance our ongoing operations, we entered into several different financing arrangements with Dutchess Private Equity Fund II, LLP (See Footnotes 2, 3, and 4 of our financial statements). As a result of these financings, at June 30, 2006, we have recorded $231,651 as the outstanding current portion of the convertible debenture, a derivative liability totaling $978,641, and a note payable totaling $256,883. The derivative liability which we recorded on our books is the result of the convertibility feature and the registration rights which we have granted to Dutchess. We have failed to comply with the terms and conditions of the note payable due Dutchess and our in default. We have not received any notice of default from Dutchess. (See Footnotes 2, 3 and 4 of our financial statements). We have also recorded a liability for unearned membership fees totaling $265,787. To the extent that revenues are insufficient to support ongoing operations and satisfy existing debt obligations, the Company was required to draw against its equity line of credit. With our stock price currently trading below the conversion price of $.092 per share, it is unlikely that Dutchess would convert any portion of the outstanding obligation at the fixed conversion price. Moreover, we were required to deliver Put notices to Dutchess to satisfy the terms and conditions of the $960,000 promissory note. In connection with these puts, for the six months ended June 30, 2006, we issued 2,257,496 shares of common stock for net proceeds of $66,938 and the reduction of its debenture payable and convertible note payable of $106,428 for an aggregate Put value of $173,366. Since we will continue to draw down our equity line of credit, we will have to issue additional shares of our common stock which will cause further dilution and likely downward pressure on the price of our common stock. If the price of our common stock continues to decline, we will not have registered a sufficient number of shares of common stock to draw against the equity credit line. For the period from January 21, 2006 to June 30, 2006, the Company exercised put notices in accordance with its Investment Agreement with Dutchess (see note 4) and received $173,366 of net cash proceeds for which the Company issued 2,257,496 shares of its common stock to Dutchess. -24- Item 2 - Management's Discussion and Analysis or Plan of Operation (continued) We have an accumulated deficit of $2,726,448 and a stockholders' deficit of $2,404,165 at June 30, 2006. As a result of the foregoing accounting treatment of the various transactions, Dr. Green will be required to repay a portion of these sums to the Company. As of the date hereof, no repayment schedule has been established. To the extent that any sums are due as a result of any reclassification of goodwill, no payments will be made by Dr. Green. You are urged to review the accompanying financial statements and financial footnotes in order to fully understand our financial condition. ITEM 3. CONTROLS AND PROCEDURES As of the end of the period covered by this Report, the Company's President, who is its chief executive officer and is also its Treasurer and principal financial officer (the "Certifying Officer"), evaluated the effectiveness of the Company's "disclosure controls and procedures," as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on that evaluation, this officer concluded that, as of the date of his evaluation, the Company's disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the Company's periodic filings under the Securities Exchange Act of 1934 is accumulated and communicated to management, including that officer, to allow timely decisions regarding required disclosure. The Certifying Officer has also indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses. Our management, including the Certifying Officer, does not expect that our disclosure controls or our internal controls will prevent all errors and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. -25- PART II - OTHER INFORMATION Item 1 - Legal Proceedings Except as described below, there have been no changes or developments in any legal proceedings which have been filed against the Company. During the second quarter of 2006, we were sued by another dentist who was previously a Direct Dental member. The suit was filed in Broward County, Florida (Case No. 06-11588CA27) and alleges tortuous interference with a business relationship and libel. A similar suit was filed by this same dentist in Dade County, Florida. Management believes that it has meritorious defenses in that this action was brought in response to a lawsuit filed by the company against the same dentist for breach of contract, slander, tortuous interference with a business relationship and injunctive relief (Case No. 04-12109 CA 10). We filed this action when the dentist failed to pay the required fee to remain a member of the Direct Dental network and attempted to create his own network of service providers. In August 2006 we were sued in Orange County, California Small Claims Court by a Direct Dental member dentist Case No. 06WS02050 . The complaint alleges that Direct Dental did not provide the required services and seeks damages in the amount of $5,000. We believe that we have a meritorious defense to this cause of action. For a complete description of all legal proceedings which are currently pending, you are urged to read our Form 10-KSB-A-1 which was filed with the Securities and Exchange Commission on April 27, 2006. Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds During the three month period covered by this report, we issued the following unregistered securities: Date Title Amount Consideration -------------- ------- ------- ---------------- April 25, 2006 C/S(1) 250,000 Services June 21, 2006 C/S(1) 100,000 Services -------- (1) The shares were issued pursuant to an exemption from registration under Section 4(2) of the Act. Also during the three months ended June 30, 2006, we issued a total of 1,344,621 shares of our common and received a total of received a total of $39,173 shares of our common stock pursuant to certain Put options under our equity credit line with Dutchess Private Equities Fund II, L.P. We used the net proceeds from the sale of the common stock for working capital purposes. Also during the period ended June 30, 2006, we issued a total of 372,000 shares of common stock to two of our consultants. These shares were valued at $.05 per share and issued pursuant to the Company's 2005 Equity Compensation Plan which was filed on Form S-8 on July 1, 2005. -26- Item 3 - Defaults Upon Senior Securities We have received a notice of default with respect to our amended and restated promissory note with Bank of America. As a result, we have characterized our line of credit with Bank of America as a short term liability. Although we are current with all monthly payments, we have failed to maintain certain covenants required under the loan documentation. We have met with our account representative at Bank of America and their legal counsel and hope to come to terms with respect to some type of forbearance agreement, of which there can be no assurance. We are also in default with respect to our note payable with Dutchess Private Equities Fund, LP. We have failed to make the required monthly payments due under the note since June 2006. Notwithstanding the foregoing, we have not received any notice of default from Dutchess. Item 4 - Submissions of Matters to a Vote of Security Holders During the period covered by this Report, there were no matters submitted to a vote of security holders through the solicitation of proxies or otherwise. Item 5 - Other Information None Item 6 - Exhibits Exhibit No. Description ------- --------------------------------- 31.1 * Section 302 Certification of the Principal Executive Officer 31.2 * Section 302 Certification of the Principal Financial Officer 32.1 * Section 906 Certification of Principal Executive Officer * 32.2 * Section 906 Certification of Principal Financial and Accounting Officer ------------ * Filed herewith SIGNATURES In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. UNION DENTAL HOLDINGS, INC. Dated: August 14, 2006 By: /s/ George D. Green ----------------------------------- George D. Green Chief Executive Officer, President and Director -27-