UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB A-2
(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.
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(Name of small business issuer in its charter)
Florida 65-0710392
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1700 University Drive, Suite 200
Coral Springs, Florida 33071
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(Address of principal executive offices) (Zip Code)
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-2 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-2 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. 2 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. 2 is being filed to amend and restate the information provided under Item
8(a) of Part II. In addition, we have amended the consent of our auditors. This
Amendment No. 2 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. 2 does not affect the original financial statements or
footnotes as originally filed. This Amendment No. 2 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. 2, 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. 2 and are included as Exhibits 31.2, 31.2, 32.1 and 32.2
hereto.
This Amendment No. 2 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 8A(T). Controls and Procedures.
Based on the periodic review of our Annual Report by the Securities and
Exchange Commission, our chief executive officer/chief financial officer, George
Green, ("Management") conducted and re-evaluated the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this
Annual Report (December 31, 2007), as defined in Rule 13a-15(e) promulgated
under the Securities and Exchange Act of 1934 which require that (i) the
information required to be disclosed by us in this Annual Report on Form 10-KSB
was recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and (ii) information required to be
disclosed by us in our reports that we file or submit under the Exchange Act is
accumulated and communicated to our Management, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.
As amended, our Management has determined that the Company failed to use
the appropriate disclosure language requirements by Items 307 and 308T of
Regulation S-K( 17 CFR 229.307 and 229.308T) with respect to the annual report
that the registrant is required to file for a fiscal year end on or after
December 15, 2007 but before December 15, 2008.
Therefore, in connection with the filing of this Amendment, our Management
concluded that, as of the end of the period covered by this Annual Report, our
disclosure controls and procedures were ineffective.
It is worth noting that management re-affirms its position that the
financial statements included in the Form 10-KSB present fairly, in all material
respects our financial position, results of operations and cash flows for the
periods presented in conformity with generally accepted accounting principles.
Additionally, it should be noted that management will take steps to address
its disclosure controls requirements which will include hiring and engaging
experienced consultants to review Quarterly and Annual Reports to assist
management in the review and preparation of financial statements and
disclosures.
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In designing and evaluating the disclosure controls and procedures, our
management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurances of achieving the
desired control objectives, and management necessarily was required to apply its
judgment in designing and evaluating the controls and procedures. The Company is
currently is in the process of further reviewing and documenting its disclosure
controls and procedures, and its internal control over financial reporting, and
may from time to time make changes aimed at enhancing their effectiveness and to
ensure that our systems evolve with our business. Management's Annual Report on
Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting, as defined in Exchange Rule
13a-15(f). Our internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of consolidated financial statements for external purposes in
accordance with generally accepted accounting principles.
Under supervision and with the participation of our Management, we
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework established by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) as set forth in
Internal Control-Integrated Framework.
As a result of the change on the disclosure controls conclusion in this
Amendment, management has determined that the conclusion on ineffective
disclosure controls affects the conclusion on internal controls over financial
reporting because as part of the Company's external reporting process, the
Company failed to use the appropriate disclosure checklists and procedures to
ensure that the appropriate disclosures were included in our Annual Report. As
such, our internal controls as of December 31, 2007, failed to reveal the
breakdown in the disclosure process. Therefore, we have deemed that our internal
controls procedures were ineffective. However, it is worth noting that the
Amendment and modification in our conclusion did not change the Company's
previously reported consolidated revenues, net income, income per share or other
results of operations and did not require restatement of the basic consolidated
financial statements (Balance Sheets, Statements of Income, Shareholders' Equity
and Cash Flows).
Therefore, as noted above, Management will take steps to address its
disclosure controls requirements which include using experienced consultants to
review Quarterly and Annual Reports to provide reasonable assurance that
accurate, complete financial statements and disclosure requirements are
presented in our Report filings.
This Annual Report does not include an audit or attestation report of our
registered public accounting firm regarding our internal control over financial
reporting. Our management's report was not subject to an audit or attestation by
our registered public accounting firm pursuant to temporary rules of the SEC
that permit us to provide only management's report in this Annual Report.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. A control system, no matter
how well designed and operated, can provide only reasonable, not absolute,
assurance that the control system's objectives will be met. Further, 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, 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. The design of any system of controls 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. Also, projections of any
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evaluation of effectiveness to future periods are subject to risk that controls
may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Evaluation of Changes in Internal Controls over Financial Reporting
During the year ended December 31, 2007, there have been no changes in our
internal controls over financial reporting that have materially affected, or are
reasonably likely to materially affect, internal controls over financial
reporting.
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
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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)
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)
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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)
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.
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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: October 7, 2008
Union Dental Holdings, Inc.
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(Registrant)
By: /s/ GEORGE D. GREEN
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GEORGE D. GREEN, President and Director
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 October 7, 2008
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GEORGE D. GREEN