UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-KA-1
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 29, 2006
UNION DENTAL HOLDINGS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Florida
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(State or Other Jurisdiction of Incorporation)
000-26703 65-0710392
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(Commission File Number) (IRS Employer Identification No.)
1700 University Drive, Suite 200
Coral Springs, Florida 33071
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(Address of Principal Executive Offices) (Zip Code)
(954) 575-2252
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
* Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
* Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
* Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
* Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
CAVEAT PERTAINING TO FORWARD LOOKING STATEMENTS: The Private Securities
Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking
statements. Certain of the statements contained herein, which are not historical
facts, are forward-looking statements with respect to events, the occurrence of
which involve risks and uncertainties. These forward-looking statements may be
impacted, either positively or negatively, by various factors. Information
concerning potential factors that could affect the Registrant is detailed from
time to time in the Registrant's reports filed with the Commission. This report
contains "forward looking statements" relating to the Registrant's current
expectations and beliefs. These include statements concerning operations,
performance, financial condition and anticipated growth. For this purpose, any
statements contained in this Form 8-K that are not statements of historical fact
are forward-looking statements. Without limiting the generality of the
foregoing, words such as "may", "will", "expect", "believe", "anticipate",
"intend", "could", "estimate", or "continue", or the negative or other variation
thereof or comparable terminology are intended to identify forward- looking
statements. These statements by their nature involve substantial risks and
uncertainties which are beyond the Registrant's control. Should one or more of
these risks or uncertainties materialize or should the Registrant's underlying
assumptions prove incorrect, actual outcomes and results could differ materially
from those indicated in the forward looking statements.
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item 4.01 Changes in Registrant's Certifying Accountant
(a) Dismissal of Previously engaged public accounting firm
Effective December 29, 2006 the Company engaged the services of Kramer
Weisman and Associates, LLP ("KWA") as its new certifying accountant. DeMeo,
Young and Mcgrathe ("DYM"), our former auditors, was discharged by the Company
pursuant to a meeting of the Company's Board of Directors on December 21, 2006.
Notice to DYM was given pursuant to a letter dated December 21, 2006. The
Company does not have an audit Committee or similar committee and the decision
to terminate DYM was made by George Green, the Company's sole officer and
director.
The Company has not used the services of the new auditors prior to their
appointment. The Company has not consulted with Kramer Weisman and Associates
regarding either the application of accounting principles to a specific
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements, or any matter that was
subject of a disagreement.
During their tenure as auditors, there have been no disagreements with the
on any matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement(s), if not
resolved to the satisfaction of the former account, would have caused it to
make a reference to the subject matter of such disagreement in connection with
its audited report or through the date of such resignation, declination or
dismissal.
A copy of both DYM's and KWA's letter to the Securities and Exchange
Commission, regarding its agreement with the foregoing statements is attached to
this report as Exhibits.
The Company provided both DYM and KWA with a copy of the foregoing
disclosure. Attached as Exhibit 16.1 and 16.2 are copies of their letter
stating its agreement with such statements.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
Exhibits
16.1 Letter from DeMeo Young McGrath
16.2 Letter from Kramer Weisman and Associates, LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 18, 2007
Union Dental Holdings, Inc.
By: /s/George Green
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George Green
CEO and Director