UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
August 14, 2007
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Date of Report (Date of earliest event reported)
DENTALSERV.COM
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(Exact name of registrant as specified in its charter)
NEVADA 000-52077 91-2015980
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(State or other (Commission File (IRS Employer jurisdiction
incorporation) Number) of Identification of No.)
20 West 55th Street, Floor 5, New York, New York 10019
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(Address of principal executive offices) (Zip Code)
(212) 849-8248
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Registrant's telephone number, including area code
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ] 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))
SECTION 1
REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry Into a Material Definitive Agreement
Since control of the Company was purchased by our principal
shareholder, Vision Opportunity Master Fund LLC ("Vision") on
December 15, 2006, we have been a shell corporation with no
commercial operations and no revenues. Our expenses have been
funded since then through the present, by advances, primarily for
legal and accounting fees, from Vision as required.
In late July, 2007, we entered into preliminary discussions with
Medpro Safety Products, Inc., a privately held Delaware
corporation ("MedPro") and Vision with a view toward acquiring
MedPro in a reverse merger, exchange of capital stock transaction
in which the operations, management and Board of MedPro would
become the Company's operations, management and Board of
Directors. Concurrent with the reverse merger, and conditioned
upon our entry into and closing of a definitive Agreement and
Plan of Merger with MedPro, the Company would undertake a private
placement offering of our newly authorized preferred stock, in
units with Common Stock Purchase Warrants, for maximum gross
proceeds of $13,000,000, to accredited investors, including
primarily Vision; and effect a reverse split of our issued and
outstanding Common Stock on the basis of one (1) post-reverse
split share for each four ( 4 ) pre-reverse split shares.
On September 5, 2007, following additional, substantive discussion,
we mutually agreed to terms and entered into a definitive Agreement
and Plan of Merger (the "Merger Agreement"), with MedPro.
On November 7, 2007, we amended and restated the Merger Agreement
(the "Amended and Restated Agreement and Plan of Merger") to
extend the time for closing the transaction to December 31, 2007;
and to clarify the number of shares of our unissued Common Stock
to be exchanged in the Merger Transaction with the MedPro
stockholders.
As in the Merger Agreement,under the Amended and Restated
Merger Agreement, MedPro will beacquired by and merged with
and into Dentalserv.com (the "Reverse"Merger")with Dentalserv.com
as the surviving corporation.
In effecting the merger, the MedPro capital stock shareholders,
holding all of the issued and outstanding shares of MedPro common
stock, 24,879,363 shares, par value $.01 per share, (the "MedPro
Common Stock") will receive 11,284,696 shares of Dentalserv.com
common stock, $.001 par value per share, in exchange for
24,874,363 shares of MedPro Common Stock. The cashless, exchange
of stock, Reverse Merger transaction overall will involve the
issuance of 11,878,628 post-reverse split shares of our authorized,
previously unissued common stock following a reverse split of our
Common Stock on the basis of one(1)post-split share for each four
(4) pre-split shares.
As other material aspects of the Amended and Restated Merger
Agreement, the name of the Company will be changed to "Medpro Safety
Products, Inc.", the management of MedPro will become and replace
the Company's current management and our Board of Directors will be
replaced by the members of the Board of Directors of MedPro.
With completion of the overall Reverse Merger transaction, anticipated
prior to year end, another consequent change of control of the
Company will have occurred.
The material conditional components of the Reverse Merger transaction,
reverse split of the Company's Common Stock on the basis of one (1)
post-reverse split share for each four (4) pre-reverse split shares,
authorization and concurrent private placement of the Company's
initial issuance of preferred stock, in units comprised of newly
authorized Series A Convertible Preferred Stock and a series of
common stock purchase warrants, and change of the Company's name to
"Medpro Safety Products, Inc." have each been approved by and
through the written consent of the Company's Board, and by and
through the written consent of shareholders representing more than
90% of the shares entitled to vote; without notice, meetings, or
proxies as provided by Sections 78.315 and 78.320 of the Nevada
Revised Statutes, and comprise corporate actions by the Company as
if taken at special meetings for those purposes.
The one for four reverse split of our Common Stock, change of the
Company's name and closing of the private placement of the
preferred stock units, are conditions to coincident closing of
the Reverse Merger transaction.
Overview of MedPro
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Founded in 1995, MedPro is a development-stage closely held
company ("company") that has developed and acquired a portfolio
of patented high volume medical device safety products
incorporating proprietary needlestick prevention functionalities.
Located in Lexington, Kentucky, The company has 96 shareholders
and five employees. It has initiated a commercialization strategy
covering four products in three related product sectors and plans
to enter into strategic partnership agreements with major medical
products distribution partners in most cases with fixed "take-or-
pay" contracts. The company has secured two major customer
relationships for its blood collection devices formatted in two
separate models and expects to receive initial revenues in 2007.
Through another strategic relationship, MedPro has acquired
distribution rights covering five patents and more than fifteen
potential products, including a proprietary safety syringe
product with a unique "blunt" feature, and a prefilled
pharmaceutical safety syringe. MedPro expects to sign a similar
distribution agreement and "take-or-pay" contract for the "blunt"
product in the near future. It's product developmental pipeline
also includes patents and designs for a safety dental syringe and
a needleless intravenous line.
The Registrant is informed that MedPro has invested approximately
$12 million in its technology to date, including patent,
regulatory, compliance, acquisition and marketing efforts.
As a material aspect of the overall Reverse Merger transaction,
the following individuals will replace the director and executive
officers of the Registrant:
Name Positions
- ----- ---------
W. Craig Turner Chairman of the Board, Chief Executive Officer
Gary Peterson Vice Chairman of the Board
Walter W. Weller President and the Chief Operating Officer
Warren Rustand Director
W. Craig Turner,53, is the founder of MedPro and has
been Chairman of its Board of Directors since its inception in
1993. Mr. Turner is also the President and Chairman of the Board
of Directors of CRM Companies, Inc., a real estate development
company specializing in the development of commercial and
industrial properties. At CRM Properties, Mr. Turner has been
directly responsible for the development of more than $250
million in commercial and industrial properties. Previously, Mr.
Turner served as Director of Industrial Development for the
Commonwealth of Kentucky under then Governors John Y. Brown and
Martha Layne Collins.
Gary A. Peterson, 56, is President and Chief Executive
Officer of BATON Development Inc., a virtual incubator for new
medical products and services and Managing Member of BATON
Ventures LLC and the Venture Partner in Affinity Ventures II LLC,
venture capital funds. Since 1991, Mr. Peterson has been the
President of Peterson-Spencer-Fansler Company, a capital sourcing
and operational consulting company and a General Partner of PSF
Advisors, the General Partner of PSF Health Care Fund L.P., a
venture capital limited partnership. Mr. Peterson was co-founder
and senior executive of Angiomedics Incorporated, which was
acquired by Pfizer, Inc. in 1986 and renamed to Schneider USA.
Schneider has since been sold to Boston Scientific. Prior to
starting Angiomedics, Mr. Peterson was involved with several
medical device companies including Cardiac Pacemakers, Inc. (now
Guidant) and Renal Systems, Inc. (now Minntech) in capacities
ranging from management positions in sales and marketing to
operating positions in product management to corporate long range
product planning.
Walter W. Weller, 55, has been President of MedPro since
2003 and VP/COO from the company's inception in 1993. He has
been responsible for MedPro's product strategy, building customer
relationships with key channel partners, and coordinating day to
day activities for the company. Before joining MedPro, Mr.
Weller spent approximately nine years working in manufacturing,
seven years in financial and operational management, and five
years working with financial software design and implementation
services.
Warren Rustand, 64, is currently the Managing Partner of
SC Capital, has served as a director for more than 40 public,
private and not-for-profit organizations, including as Chairman
of more than half of those organizations. In the medical field,
Mr. Rustand has served as Chairman of Tucson Medical Center,
Chairman of Health Partners of Arizona, Chairman of TLC Vision
(NASDAQ: TLCV), Chairman of Medical Body Sculpting, and Chairman
of Health Equity, Incorporated. Mr. Rustand also served as
Appointment Secretary and Cabinet Secretary to former US
President Gerald Ford.
SECTION 3 SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Securities
During November 2007, the Registrant will undertake a private
offering and sale of up to 6,638,230 units ("Units") comprised of
one share of newly authorized, previously unissued Series A
Convertible Preferred Stock and a variable series of Common Stock
Purchase Warrants, for maximum gross cash proceeds of $13,000,000,
at the placement price of $1.95 per Unit. These securities are
to be offered for purchase by accredited investors only, including
primarily, the Company's controlling shareholder, Vision
Opportunity Master Fund which acquired control of the Registrant
at the end of 2006, as previously reported in the Company's
Current Report on Form 8-K dated December 15, 2006 and
incorporated by reference herein. There will be no underwriting
discounts or commissions paid in the Units private placement
offering.
Each share of Series A Preferred Convertible Stock ("Preferred")
is convertible into one (1) share of the Registrant's restricted
Common Stock at the holder's option at any time. All of the Units
include of one (1) Series A and one (1) Series B Common Stock
Purchase Warrant. In the case of an investor purchasing Units in
the offering for an aggregate purchase price of $5,000,000 or
more, each of the Units purchased will also include one (1)
Series J Common Stock Purchase Warrant and one (1) Series C
Common Stock purchase Warrant to purchase one (1) additional
authorized, previously unissued share of our Common Stock. More
particularly, included in the Units, subject to the contingencies
specified, at the Unit purchase price, are the following Warrants:
A Series A Warrant to purchase one (1) share of Common Stock at
a purchase price of $1.81 per share;
A Series B Warrant to purchase one (1) additional share of Common
Stock at a purchase price of $1.99 per share;
For investors purchasing an aggregate of at least 2,564,103 Units
in the offering, each purchased Unit also includes a Series J
Warrant to purchase one (1) further additional share of Common
Stock at the exercise price of $2.18 and one Series C Warrant to
purchase one further additional share of Common Stock, also at
the exercise price of $2.18. The Series C Warrant however,
becomes exercisable only upon exercise of the corresponding
Series J Warrant.
Exemption from the registration provisions of the Securities Act
of 1933 for the transactions described above is claimed under
Section 4(2) of the Securities Act of 1933, among others, on the
basis that these sales transactions do not involve any public
offering and the purchasers are accredited investors having
access to the kind of information registration would provide,
appropriate investment representations were obtained, and the
securities were to be issued with restricted securities legends
and subject to stop-transfer instructions to the Company's
transfer agent.
Item 3.03 Material Modification to Rights of Security Holders
On August 14, 2007, the Company took corporate action to reverse-
split its issued and outstanding Common Stock held by
shareholders on August 10, 2007, the record date. Thereafter,
each four (4) pre-reverse split shares of Common Stock
outstanding on the record date became one (1) post-reverse split
share of Common Stock. The action was taken by and through the
written consent, of the Board of Directors, and by and through
the written consent of shareholders representing approximately
90% of the shares otherwise entitled to vote at a meeting,
without notice, proxies or meetings pursuant to Sections 78.315
and 78.320 of the Nevada Revised Statutes.
On August 14, 2007, the Company also took corporate action to
amend its Articles of Incorporation to change its name and to
authorize preferred stock for subsequent issuance at the
discretion of the Board of Directors. As reflected in Item 3.02
above, those actions were taken in anticipation of the need for
capital financing in connection with the Company's acquisition of
all of the ownership interest in Medpro Safety Products, Inc. in
the reverse merger transaction reflected in the corresponding
definitive Amended and Restated Agreement and Plan of Merger.
These actions too, were taken by and through the written
consent of our Board of Directors, and by and through the
written consent of shareholders representing approximately 90%
of all of the shares entitled to vote at a meeting, without
notice, proxies or meetings, pursuant to Sections 78.315 and 78.320
of the Nevada Revised statutes.
SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.01 Change in Control of Registrant
In an earlier change of control of the Registrant, on December
15, 2006, Mr. Harry Miller, the former majority shareholder,
chief executive officer, chief financial officer, President,
Secretary, and Treasurer of the Company, entered into a Stock
Purchase Agreement together with Messrs. Lorne Demorse and Zane
Weaver (collectively, the "Sellers") and Vision Opportunity
Master Fund, Ltd. (the "Purchaser"). Under the terms of the
Stock Purchase Agreement, the Sellers sold Vision Opportunity
Master Fund, Ltd., an aggregate of 5,016,150 shares of the Common
Stock of the Company, (the "Shares"), representing approximately
90% of the Company's issued and outstanding shares of capital
stock. With its working capital as the source of its purchase
money funds, the Purchaser paid $650,000, or approximately $0.13
per share, for the Shares. Mr. Miller resigned as chief executive
officer, chief financial officer, President, Secretary, and
Treasurer of the Company and appointed Dr. Lawrence Chimerine as
President and Chief Executive Officer, and Mr. Robert Scherne as
Secretary and Treasurer of the Company, at the closing of the
purchase and sale transaction. Mr. Miller also tendered a letter
of resignation to the Company resigning as Director after the
Board appointed Dr. Chimerine a Director of the Company effective
December 31, 2006.
CHANGE OF CONTROL INFORMATION
The Company was a "shell company", as defined in Rule 12b-2 of
the Exchange Act following completion of, that earlier change of
control transaction. In accordance with paragraph (8) of Item
5.01 of Form 8-K, the Company was required to provide the
information that would be required if the Company were filing a
Form 10-SB registration statement under the Exchange Act. The
required information was previously reported in the Company's
Current Report on Form 8-K dated December 15, 2006 as follows:
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Form 10 Item Description Filing Where Information Included
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Part I - Item 1 Description of Business Form 10-KSB annual report filed on
September 19, 2006.
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Part I - Item 2 Plan of Operation Form 10-KSB annual report filed on
September 19, 2006.
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Part I - Item 3 Description of Property Provided below in this 12/15/06
Current Report on Form 8-K
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Part I - Item 4 Security Ownership of Provided below in this 12/15/06
Certain Beneficial Current Report on Form 8-K
Owners and Management
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Part I - Item 5 Directors and Executive Provided below in this 12/15/06
Officers, Promoters and Current Report on Form 8-K
Control Persons
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Part I - Item 6 Executive Compensation Form 10-KSB annual report filed on
September 19, 2006.
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Part I - Item 7 Certain Relationships Form 10-KSB annual report filed on
and Related Transactions September 19, 2006.
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Part I - Item 8 Description of Securities Form 10SB-12G registration statement
originally filed on July 21, 2006,
as amended
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Part II - Item 1 Market Price of and Form 10-KSB annual report filed on
Dividends on Registrant's September 19, 2006.
Common Equity and Related
Stockholder Matters
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Part II - Item 2 Legal Proceedings Form 10-KSB annual report filed on
September 19, 2006.
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Part II - Item 3 Changes in and Disagreements Form 10-KSB annual report filed on
with Accountants September 19, 2006.
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Part II - Item 3 Changes in and Disagreements Form 10-KSB annual report filed on
with Accountants September 19, 2006.
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Part II - Item 4 Recent Sales of Unregistered Form 10-KSB annual report filed on
Securities September 19, 2006.
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Part II - Item 5 Indemnification of Directors Form 10SB-12G registration statement
and Officers originally filed on July 21, 2006,
as amended
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Part F/S Financial Statements Form 10-KSB annual report filed on
September 19, 2006.
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Part III Exhibits Form 10-KSB annual report filed on
September 19, 2006.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the
number of pre-reverse split shares of our Common Stock owned
beneficially as of August 10, 2007, by: (i) each person
(including any group) known to us to own more than five percent
(5%) of any class of our voting securities, (ii) our Director,
and (iii) officers and Directors as a group. Unless otherwise
indicated, the shareholders listed possess sole voting and
investment power with respect to the shares shown.
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Title of class Name and address Number of Pre-Reverse Percentage of
of beneficial owner (1) Split Shares of of Common
Common Stock Stock(1)
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Common Stock Vision Opportunity
Master Fund, Ltd.
20 W. 55th Street, Floor 5
New York, NY 10010 5,016,150(2) 89.5%(2)
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Common Stock Adam Benowitz (2)
20 W. 55th Street, Floor 5
New York, NY 10010 5,016,150(2) 89.5%(2)
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Common Stock Lawrence Chimerine
20 W. 55th Street, Floor 5
New York, NY 10010 12,500 0.2%
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Common Stock Robert Scherne
20 W. 55th Street, Floor 5
New York, NY 10010 18,750 0.3%
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Common Stock All Officers and Directors
as a Group (2 persons) 31,250 0.6%
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(1) Under Rule 13d-3, a beneficial owner of a security includes
any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or
shares: (i) voting power, which includes the power to vote, or
to direct the voting of shares; and (ii) investment power, which
includes the power to dispose or direct the disposition of shares.
Certain shares may be deemed to be beneficially owned by more
than one person (if, for example, persons share the power to vote
or the power to dispose of the shares). In addition, shares are
deemed to be beneficially owned by a person if the person has the
right to acquire the shares (for example, upon exercise of an
option) within 60 days of the date as of which the information is
provided. In computing the percentage ownership of any person,
the amount of shares outstanding is deemed to include the amount
of shares beneficially owned by such person (and only such person)
by reason of these acquisition rights. As of August 10, 2006,
there were 5,584,000 pre-reverse split shares of our common stock
issued and outstanding.
(2) The shares are held in the name of Vision Opportunity Master
Fund. Mr. Adam Benowitz is the Chief Executive Officer and
Director of Vision Opportunity Master Fund. These shares were
acquired by Vision from Messrs. Harry Miller (4,765,000 shares),
Zane Weaver(45,000shares) and Lorne Demorse (206,150 shares)
pursuant to a Stock Purchase Agreement dated December 15, 2006.
(3) Mr. Harry Miller resigned as a Director on December 31,
2006. Dr. Lawrence Chimerine, has been President and Chief
Executive Officer and Mr. Robert Scherne has been Secretary and
Treasurer of the Company since December 15, 2006. Dr. Lawrence
Chimerine has been the sole Member of the Company's Board of
Directors since December 31, 2006.
(4) On the record date, August 10, 2007, all of the Company's
issued and outstanding Common Stock was reverse-split on the
basis of one (1) share of post-reverse split Common Stock for
each four (4) pre-reverse split shares held on the record date.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Directors:
Name of Director Age
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Lawrence Chimerine(1) 66
Executive Officers:
Name Age Office(s) Held
- ------- ----- --------------
Lawrence Chimerine 66 President and Chief Executive Officer
Robert Scherne 51 Chief Financial Officer,
Secretary and Treasurer
Set forth below is a brief description of the background and
business experience of each of our current and past executive
officers and Directors for the past five years:
Mr. Harry Miller was the President, Chief Executive Officer,
Secretary, Treasurer, Acting Chief Financial Officer and sole
Director of DentalServ.Com from December 15, 1999 through
December, 2006. Mr. Miller has years of experience in starting
new enterprises; having spent the last thirty years in forming
many companies and providing consulting services to a variety of
businesses. He resigned from his positions with the Company in
December of 2006 as an aspect of a change of control stock
purchase transaction on December 15, 2006. Mr. Miller is a former
Director and officer of the following reporting issuers: (1)
Coronation Acquisition Corp., a former blank check company, later
known as Supreme Realty Investments, Inc.; (2) a blank check
company known as Black Gardena Corp. which had not yet found a
project as of January 1st, 2006; and (3) of Medina Coffee, Inc.,
later known as China Bak Battery Inc.
Dr. Lawrence Chimerine has been our President and Chief Executive
Officer since December 15, 2006, and the Company's sole Director
since December 31, 2006. Dr. Chimerine has for more than the
past nine years been president of Radnor International Consulting
Inc., based in Radnor, Pennsylvania and partner and member of
the Investment Committee of Strategic Capital Advisors, based in
West Conshocken, Pennsylvania. For more than the past 25 years
Dr. Chimerine has been an economic consultant advising financial
institutions and government agencies on the state of the United
States and world economics, on specific industries and business
sectors, and on the impact of economic conditions on decision
making, budgeting, and strategic planning. He has served on the
House of Representatives Task Force on International
Competitiveness, the Census Advisory Committee and the Economic
Policy Board of the Department of Commerce. He is the author or
editor of several books as well as articles that have appeared in
the New York Times, Washington Post, and American Economic
Review. Dr. Chimerine has been a director of House of Taylor
Jewelry, Inc., a publicly held Los Angeles-based international
jewelry company, since September 2005.
Mr. Robert Scherne has been our Chief Financial Officer,
Secretary and Treasurer since December 15, 2006. Mr. Scherne is
also the Chief Financial Officer and Secretary of International
Imaging Systems, Inc. a publicly held Delaware Company. He has
been the principal of Robert C. Scherne, CPA, PC, since March
2003. Prior to that, Mr. Scherne was employed as an accountant by
Merdinger, Fruchter, Rosen and Company from December 1993 to
December 2002; by Louis Sturz & Co. and its successor firm,
Grossman, Russo & Shapiro, from July 1986 until November 2002;
and by L.H. Frishkoff & Co. and its successor firm, A. Uzzo &Co.,
from July 1978 to June 1986. Mr. Scherne holds a BBA degree in
Accounting from Pace University (New York City), and is an active
member of the American Institute of Certified Public Accountants
and the New York State Society of Certified Public Accountants.
Item 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers
In the event that we are in fact able to complete the overall
reverse merger transaction disclosed above in Item 1.01, we
anticipate that Dr. Lawrence Chimerine and Mr. Robert Scherne
will tender letters of resignation as President and Chief
Executive Officer and as Chief Financial Officer, Secretary and
Treasurer of the Company, respectively, appropriately effective
at, and as applicable, after the closing of the change of control
transaction, pursuant to the parties' definitive Agreement and
Plan of Merger. We anticipate that upon closing of the overall
reverse merger transaction, if completed and closed in fact, the
current officers directors and nominees of MedPro will be
appointed to replace both of our officers and director, Messrs.
Chimerine and Scherne, in the corresponding positions.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal year
We will file an Amendment to the Company's Articles of
Incorporation, for effectiveness on or about October 10, 2007
amending ARTICLE I, Name, to change the Company's name to "MedPro
Safety Products, Inc." and amending ARTICLE VI, Authorized
Capital Stock, to initially authorize preferred stock and to
reverse split the Company's Common Stock on the basis of one (1)
share of post-reverse split Common Stock, par value $ 0.001 per
share, for each four (4) shares of pre-reverse split Common
Stock, par value $0.001 per share. The Amendment is to be filed
in keeping with corporate actions taken by the Board of Directors
and by shareholders representing 90% of the shares entitled to
vote on the matters, without notice or meetings pursuant to
Sections 78.315 and 78.320 of the Nevada Revised Statutes in
connection with, and as conditions to the Reverse Merger
acquisition transaction discussed and disclosed in Item 5.01
above.
Item 5.06 Change in Shell Company Status
When the Reverse Merger, acquisition transaction disclosed in
Item 5.01 of this Current Report on Form 8-K proceeds to
completion and closing, the Company's status as a shell company,
as defined in Rule 12b-2 promulgated under the Exchange Act of
1934, will come to an end with its undertaking of all of the
commercial operations of MedPro and upon receipt of the gross
proceeds of its private placement offering of Units comprised of
Series A Preferred Stock and various Common Stock Purchase
Warrants.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
Exhibit
Number Description
- ------ -----------
3.1 Amendment to the Articles of Incorporation, Article I
Name and Article VI, Authorized Capital Stock.**
4.1 Certificate of Designations, Series A Convertible
Preferred Stock.**
4.2 Specimen Series A Convertible Preferred Stock.*
4.3 Form of Series A Common Stock Purchase Warrant.**
4.4 Form of Series B Common Stock Purchase Warrant.**
4.5 Form of Series J Common Stock Purchase Warrant.**
4.6 Form of Series C Common Stock Purchase Warrant.**
10.1 Agreement and Plan of Merger dated September 5, 2007.**
10.2 Amended and Restated Agreement and Plan of Merger
dated November 7, 2007.
* Incorporated by reference to the Registrant's Form 8-K filed on
August 18, 2007.
** Amended since filing of the original Exhibit on Form 8-K/A on
September 10, 2007.
SIGNATURES
Pursuant to the requirements of the Act of 1934, the Registrant
has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
DENTALSERV.COM
DATE: November 13, 2007 By:/s/Lawrence Chimerine
-------------------------
Dr. Lawrence Chimerine
President and Chief Executive Officer