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Unlucky me. VNECQ, Up 376%. High at .014. I had a sell at .015. Maybe tomorrow will be a nice second day of MM manufactured run. Absolutely no news. Does this a couple times a year.
also FBCE, another shell that makes monster movers a couple times a year. would like to get this one at 0001, if possible.
Thanks for the advice. I was thinking about pulling the trigger today. I missed my double, by being at Wildwood Monday and on vacation from trading. Lots of good stuff happening here, but i will be patient and try and get back in a bit lower after I sell for a profit.
Been following you for a bit,I really like you now, that I know you're from Philly. Have you any insight on DTMG? been acting perky lately.
Just back from a weekend at the "SHUR" as we Eastcoast guys call it, only to see the stock actively seeking it yearly low. Also I see the the CEO, bought another 10,00 shares with some pocket change. Maybe he is signaling the truly wise that his stock is too low? If that's the case it doesn't seem to be working.
I've seen other CEO'S come out and say straight forward, "I don't know why the stock is so low", and that seems to have at least a temporary effect on the PPS.
Patience, Patience, + lots of upside volume. GLTA, new investors.
UDHI. The Rodney Dangerfield of the Pinkies. Entirely No-Respect. Another down Friday.
Raven, I agree about UDHI. The Rodney Dangerfield of the Pinkies. Entirely No-Respect.
Even with the stellar 2nd q results, hard staying above .02
I think it's the financing that scares people away. A lot of money went to service debt, and looks like it's going to be that way for a while/
CONFERENCE CALL THIS AFTERNOON.
The way the stock is tanking, must be bad news.......
Aug 15, 2007 4:32 PM EDT
Datameg to Acquire American Marketing & Sales Inc. D/B/A Innovative Designs - Business Wire
FNIX UP 25% 8/15/07. DTMG UP 13%.DOW DOWN 167 POINTS. COME ON IN THE WATERS FINE.
The strong volume is the result of a good (on time) PR. Will likely fall off tomorrow without a follow up PR. I see this as one of those (rare)pinkies with growth potential. I won't be flipping soon. Good luck to all new UDHI investors. I stronly believe in the company.
In Solidarity GLTA
GREAT NEWS!!! Union Dental 2nd Quarter Revenues up 42%
Union Dental Holdings, Inc. (OTCBB: UDHI) (http://www.uniondental.com/ir), a Company that operates and manages a network of dentists throughout the United States for union members, announced today with the filing of their 10-QSB to the Securities & Exchange Commission the financial results for the quarter ending June 30, 2007. In the Consolidated Statement of earnings the Company reported revenues of $746,739 as compared to $525,284 which is an increase of over 42% for the same time period in 2006.
The increase in revenues was primarily attributable to the Company's growing network of dental service providers who pay a fee to the Company for the opportunity to join Union Dental's growing list of contracted unions and a non-recurring income. Most recently, the Company signed a national contract to build a nationwide dental network for the Association of Flight Attendants.
Dr. Green, President and CEO, commented: "I am pleased our revenues have once again increased for the quarter. A majority of our losses are related to the interest expense, increased IR consulting fees and a derivative issue for some of our financing."
The Company's Consolidated Statements of Operations as reported in the June 30, 2007 filing reflects a loss from operations for the quarter of $266,198 or $0.00 per share. This compares to a net loss of $868,597 or $0.02 cents per share during the comparable period in 2006.
AFA-CWA represents the employees of 20 major airlines such as United, US Airways, Northwest, America West, Alaska Airlines, PSA, Mesa, Air Wisconsin, Aloha, ATA, Spirit, Air Tran, AWA, American Eagle, Midwest Airlines, Miami Air, Piedmont, Horizon & Hawaiian.
About Union Dental Holdings, Inc., Direct Dental Services, Inc. and Union Dental Corp.
Direct Dental Services and Union Dental Corp. are wholly owned subsidiaries. Direct Dental Services provides dentists with "areas of exclusivity" to participate with various unions including the Communications Workers of America (CWA) and the International Brotherhood of Electrical Workers (IBEW), United Association of Plumbers and Pipe Fitters (UA) and The Association of Flight Attendants - Communications Workers of America (AFA-CWA). Direct Dental Services receives annual management fees from the dentists in exchange for practicing in these "areas of exclusivity" where CWA and IBEW members use the dentists' services. Union Dental manages a dental practice in Coral Springs, Florida.
WEBSITE: www.uniondental.com/ir
"Safe-Harbor" Statement: Under the Private Securities Litigation Reform Act of 1995. This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Company's financing plans; (ii) trends affecting the Company's financial condition or results of operations; (iii) the Company's growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words "may," "would," "will," "expect," "estimate," "anticipate," "believe," "intend," and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.
CONTACT INFORMATION:
Dr. George D. Green
President
Email Contact
Source: Market Wire (August 14, 2007 - 6:11 AM EST)
News by QuoteMedia
www.quotemedia.com
GOOD WEEK FOR UDHI, despite losses in Dow.
up from 0.018
'Sirfingerman'.
I'm of the same opinion as you. The good Dr. is in a position to know the value and future outlook on "his baby"
I have no problem riding his coatails. Expected GOOD earnins about the 15th. Maybe a nice pop back over .03
Good luck on your investment.
After being down 2 days NICE FINISH + 15%
IMO, still a bargain here.....Earnings soon--about the 15th..
Thanks for the help. since PR, stock has been spiralling down. Just wondering if this a good place to add more, or hold on to what I have, and hope for the best.
So they will be increasing shares by by 40,080,763,and giving the shares to Dutchess per agreement? Receiving no cash?
CAN SOMEONE EXPLAIN THIS ACTION?
GOOD?
BAD?
As filed with the Securities and Exchange Commission on _______, 2007
Registration Number 333-128241
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POS-EFFECTIVE AMENDMENT NO. 2
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Union Dental Holdings, Inc.
(Name of Small Business Issuer in its Charter)
Florida 6199 65-0710392
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
1700 University Drive, Suite 200
Coral Springs, FL, 33071
(954) 575-2252
--------------------------------------------------------------------------------
(Address and telephone number of principal executive offices)
Dr. George Green
Chief Executive Officer
Union Dental Holdings, Inc.
1700 University Drive, Suite 200
Coral Springs
Florida 33071
(954) 575-2252
(Name, address and telephone number of agent for service)
Copies to:
Darrin Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32ndFloor
New York, New York 10006
Tel: (212) 930-9700
Fax: (212) 930-9725
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o
--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Class Maximum Maximum Amount of Amount of
of Securities to Amount Offering Price Aggregate Registration
be Registered Registered Per Share(1) Offering Price Fee
Common Stock, par value
$.0001(2) 1,304,348 $ .19 $ 247,826.12 $ 29.17
Common Stock, par value
$.0001(3) 500,000 $ .19 $ 95,000 $ 11.18
Common Stock, par value
$.0001(4) 38,461,538 $ .19 $ 7,307,692.22 $ 860.12
Common Stock, par value
$.0001(5) 8,857,396 $ .19 $ 1,682,905.24 $ 198.00
Total 49,123,282 $ .19 $ 9,333,423.58 $ 1,098.55*
* Previously paid
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended. The average of the bid and asked price per share of the Registrant's Common Stock on the Over the Counter Bulletin Board as of August 30, 2005 was $0.205 per share.
(2) Represents shares issuable upon exercise of warrants.
(3) Represents shares issuable upon exercise of warrants.
(4) Represents shares issuable upon sales under the Investment Agreement.
(5) Represents shares issuable upon conversion of the Debenture
The registrant hereby amends this registration statement on such date or date(s) as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the commission acting pursuant to said Section 8(a) may determine.
The information in this prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
EXPLANATORY NOTE
THIS FILING DOES NOT INVOLVE THE REGISTRATION OF ANY NEW SHARES OF COMMON STOCK. RATHER, THIS FILING UPDATES THE REGISTRATION OF THE COMMON STOCK ORIGINALLY REGISTERED ON FORM SB-2 FILED ON SEPTEMBER 9, 2005 AND THE POST-EFFECTIVE AMENDMENT ON FORM SB-2 FILED ON SEPTEMBER 11, 2006. IN ACCORDANCE WITH THE AGREEMENT WITH THE SELLING SHAREHOLDERS, WE ARE OBLIGATED TO MAINTAIN AN EFFECTIVE REGISTRATION STATEMENT FOR A SPECIFIC PERIOD OF TIME.
The information in this Prospectus is not complete and may be changed. This Prospectus is included in the Registration Statement that was filed by Union Dental Holdings, Inc. with the Securities and Exchange Commission. The selling stockholders may not sell these securities until the registration statement becomes effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
--------------------------------------------------------------------------------
PROSPECTUS
Subject to Completion, Dated July 26, 2007
Union Dental Holdings, Inc.
40,080,763 Shares of Common Stock
This prospectus relates to the resale by the selling stockholders of up to 40,080,763 shares of our common stock. The selling stockholders may sell common stock from time to time in the principal market on which the stock is traded at the prevailing market price or in negotiated transactions.
The total number of shares sold herewith includes the following shares owned by or to be issued to Dutchess Private Equities Fund II, LP ("Dutchess"): (i) up to 8,857,396 shares issuable upon conversion of convertible debentures, (ii) 1,304,348 shares issuable upon exercise of warrants, and (ii) up to 29,919,019 shares of common stock issuable pursuant to a "put right" under the Investment Agreement, also referred to as an Equity Line of Credit with Dutchess Private Equities Fund II, LP. We are not selling any shares of common stock in this offering and therefore will not receive any proceeds from this offering. We will, however, receive proceeds from the sale of the 29,919,019 shares of common stock under the Investment Agreement with Dutchess Private Equities, LLP and the exercise of warrants issued to Dutchess and Hawk Associates to purchase an aggregate of 1,804,348 shares of common stock. All costs associated with this registration will be borne by us.
A "put right" permits us to require Dutchess to buy shares of our common stock pursuant to the terms of the Investment Agreement. That Investment Agreement permits us to "put" up to $5,000,000 in shares of our common stock to Dutchess. Dutchess will pay us 95% of the lowest closing Best Bid price (highest posted bid price) of our common stock during the five trading day period immediately following the date of our notice to them of our election to put shares pursuant to the Equity Line of Credit.
Our common stock currently trades on the Over the Counter Bulletin Board ("OTC Bulletin Board") under the symbol "UDHI.OB."
On July 16, 2007, the last reported sale price for our common stock on the OTC Bulletin Board was $0.029 per share.
The securities offered in this prospectus involve a high degree of risk. See "Risk Factors" beginning on page 3 of this prospectus to read about factors you should consider before buying shares of our common stock.
With the exception of Dutchess, which is an "underwriter" within the meaning of the Securities Act of 1933, no other underwriter or person has been engaged to facilitate the sale of shares of common stock in this offering.
THIS FILING DOES NOT INVOLVE THE REGISTRATION OF ANY NEW SHARES OF COMMON STOCK. RATHER, THIS FILING UPDATES THE REGISTRATION OF THE COMMON STOCK ORIGINALLY REGISTERED ON FORM SB-2 FILED ON SEPTEMBER 9, 2005. IN ACCORDANCE WITH THE AGREEMENT WITH THE SELLING SHAREHOLDERS, WE ARE OBLIGATED TO MAINTAIN AN EFFECTIVE REGISTRATION STATEMENT FOR A SPECIFIC PERIOD OF TIME.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 26, 2007
--------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
Prospectus Summary 2
Risk Factors 3
Forward Looking Statements 7
Use of Proceeds 8
Management's Discussion and Analysis or Plan of Operation 12
Business 21
Description of Property 25
Legal Proceedings 25
Directors and Executive Officers 25
Executive Compensation 26
Security Ownership of Certain Beneficial Owners and Management 28
Market for Common Equity and Related Stockholder Matters 28
Selling Shareholders 30
Certain Relationships and Related Transactions 31
Description of Securities 32
Plan of Distribution 32
Legal Matters 34
Experts 34
Where You Can Find More Information 34
Disclosure of Commission Position on Indemnification for Securities Act Liabilities 34
Index to Financial Statements 34
You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the common stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any common stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained by reference to this prospectus is correct as of any time after its date.
2 UP DAYS IN A ROW...LOOK OUT ABOVE
The News is, it was up 100%.
UP DAY. since no one is looking, I think I will SPAM myself. NXNO UP 133% today. Someone smells Positive Lawsuit decision soon.
Teeth Rattling Low! PR NEEDED
I think it's time for some action from the company to explain and stop the bleeding. Nurse, sponge please!
CEO, bought at higher prices, why not double down now with a show of confidence.
Just a thought. After predicting higher 2q numbers, if the CEO bought now, would that be insider trading?
What's confusing me, is that Schwab Street Smart shows only 68,000 shares traded today.
I bought 160000 today at (0.0080) 15.23pm. Still waiting to see it show in total traded.
Hellllllllllooooooooo
Just in case anyone checks in, Upwartd movement today.
why?
Long term, I'm sure will pay off.
Day to day watching this stock trade is special.
Dipped to 0.017 today abd recovered with volume. I guess that's a good thing?
Strange reaction to Good News!
Mucho volume and the price goes down?
NEWS! Just when I ret to get in cheaper
Union Dental Provides Shareholder Update on Acquisitions
Union Dental Holdings, Inc. (OTCBB: UDHI) (http://www.uniondental.com/ir), a national provider of a suite of dental services to union members and dentists, has released this update in an effort to provide its shareholders with greater understanding of its business plan and its corporate strategy over the coming year.
Union Dental consists of two primary businesses:
1. The Union Dental Network (the "Dental Network"). The Dental Network
was an idea conceived by our CEO more than 20 years ago. The idea
was simple: to provide union members with excellent dental care by
networking large numbers of dentists in various locations all over
the country. In order to execute on this idea, Union Dental would
need to convince both unions and dentists to participate. Twenty
years later, Union Dental has attracted the likes of the
Communications Workers of America (CWA), the International
Brotherhood of Electrical Workers (IBEW) the United Association of
Plumbers and Pipe Fitters (UA) and The Association of Flight
Attendants -- Communications Workers of America (AFA-CWA). These
groups comprise some of the largest unions in America. In terms of
membership, our unions under contract number 120 of the 1,200
local CWA labor unions. The 120 local labor unions and their
120,000 members, together with their families, have dental services
purchasing power in excess of $192,000,000 per year. CWA alone has
approximately 3,200,000 insured offering much room for expansion.
As a result of the purchasing power of our union worker customers,
we have been able to build networks of dentists all over America.
Today, there are a total of 1,700 dental providers that participate
in our Dental Network. Each dentist pays an annual fee of up to
$5,000 in order to control "areas of exclusivity" for a particular
group of union worker customers.
Union Dental believes that going forward, the Dental Network will
be successful and grow as long as it can execute on a four-prong
strategy.
-- First and foremost, Union Dental has recently signed a Letter of
Intent to acquire Bellflower Dental in California for $5.0
Million. As of December 31, 2006, this practice had revenues
of $10,234,000 with an adjusted EBITDA of $521,000. The
practice has 60 dental chairs, two labs for making prosthetics
and crowns & bridges. Its specialists perform all aspects of
dentistry including Endodontics, Orthodontics, Oral Surgery,
Pedodontics, TMJ and Periodontics. It has a 42 seat movie
theater, a baby sitting facility, a masseuse and entertainers to
occupy idle time for patients. Union Dental has identified
dental practices for sale in Tennessee, North Carolina and South
Carolina and intends to acquire additional practices in heavily
populated union areas, such as those mentioned.
-- Union Dental will continue to cherish its relationships with the
unions in America and build additional relationships with local,
regional and national unions.
-- The purchasing power of the Dental Network's union member
customers will make it easier for Union Dental to execute on the
second prong of the strategy - to bring on additional dentists.
Over the course of the next 12 to 24 months, the Company hopes
to add approximately 2,000 new dentists to the Dental Network.
-- The last part of the strategy is to cross sell our dentists and
provide them with access to additional union worker customers
by buying additional "areas of exclusivity." This is to say
that when we already have an established network in a locale,
and we add a new union for that same locale, approximately 90%
percent of the existing dentists pay an additional fee to gain
access to the new union worker customer base. The ability to
attract new dentists to the Dental Network with relatively
minimal marketing costs is very powerful.
2. Payment and Claims Adjudication Network ("PCAN"). Union Dental has,
over the past several months, created a strategic alliance with
Transax International. Our idea was to create a system where we
would be able to go on-line and: (1) verify the benefits of the
union member (2) submit the claim; (3) get immediate real time
adjudication; and (4) actually have a financial system in place
to get the doctor a payment in 24-36 hours. All of this would be
done on-line and in a real-time format. We believe that many
doctors would pay a respectable fee to receive their money in 24
to 36 hours. Currently there is no company in the USA who can
complete all four phases in a real-time on-line format.
This isn't traditional Account Receivable Financing (ARF). In
ARF there are many charge backs, insurance company squabbles over
procedures and costs from 12-18% for the services. In our PCAN
concept, we have no charge backs because the claims have been
adjudicated in real time; therefore, the doctor is guaranteed money
from the insurance company. We place the financial institution in
between at a cost of about 3-5% for the service to pay them in
24-36 hours. Everyone is happy and there are no charge backs.
In term of the business opportunity, there are more than 200,000
dentists in the USA. We believe that over time we will be able to
penetrate at least 5% of the overall number of dentists. If we
are successful, this business, which complements our Dental
Network, may be an even larger profit center than the Dental
Network.
About Union Dental Holdings, Inc., Direct Dental Services, Inc. and Union Dental Corp.
Direct Dental Services and Union Dental Corp. are wholly owned subsidiaries. Direct Dental Services provides dentists with "areas of exclusivity" to participate with various unions including the Communications Workers of America (CWA) and the International Brotherhood of Electrical Workers (IBEW), United Association of Plumbers and Pipe Fitters (UA) and The Association of Flight Attendants -- Communications Workers of America (AFA-CWA). Direct Dental Services receives annual management fees from the dentists in exchange for practicing in these "areas of exclusivity" where CWA and IBEW members use the dentists' services. Union Dental manages a dental practice in Coral Springs, Florida.
WEBSITE: www.uniondental.com/ir
"Safe-Harbor" Statement: Under the Private Securities Litigation Reform Act of 1995. This press release may contain forward-looking information within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) the Company's financing plans; (ii) trends affecting the Company's financial condition or results of operations; (iii) the Company's growth strategy and operating strategy; and (iv) the declaration and payment of dividends. The words "may," "would," "will," "expect," "estimate," "anticipate," "believe," "intend," and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.
CONTACT INFORMATION:
Dr. George D. Green
President
Email Contact
Source: Market Wire (July 25, 2007 - 6:15 AM EST)
News by QuoteMedia
www.quotemedia.com
Earnings Release --"About August 15th"
Thanks for the encouragement.
I e-mailed the company a few days ago and inquired about earnings release date?
The replied today, with a one line e-mail answer
"About August 15th"
VOLUME INCREASE! 1000% PERCENT MORE THAN FRIDAY.
PS: There were no shares traded on Friday---
1000 Traded on Monday.
No shares traded Friday 7/20/07. FWIW.
What was the close? I show 0.001
Note to self. Proofread next time.
Talking about flying under the Radar. Only time this gets any notice is when there is an PR. 2:30 AND NO TRADES TODAT.....So far---
Come on Dr. Green-----put that PR guy to work.
give hime something to spark a little interest....
New Coach, New Team...
Maybe a winning season......Rah Rah.
Can't wait for your report. What makes you think $1.00?
I would be estatic at .25
Talking to myself again BUT
Strong finish with increased volume. Over 100,000 traded + in the last 8 minutes.
News coming? My guess. Tomorrow morning will either prove me right or wrong....but since I'm the only one on this board all week does it matter?
Oportunity for new investors to get in on the ground floor.
NEW DIRECTION, NEW MANAGEMENT/
Would be a nice show of confidence if they actually bought or showed that they owned some shares.
I just hate it, when I own more shares than the CEO or Board members.
WHAT HAPPENED TO THE NAME CHANGE?