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EX-5.1 - OPINION OF ANSLOW & JACLIN, LLP - Quest Water Global, Inc.fs12010ex5i_rpmdental.htm
EX-3.1 - ARTICLES OF INCORPORATION - Quest Water Global, Inc.fs12010ex3i_rpmdental.htm
EX-23.1 - CONSENT OF M & K CPAS, PLLC - Quest Water Global, Inc.fs12010ex23i_rpmdental.htm
EX-3.2 - BY-LAWS - Quest Water Global, Inc.fs12010ex3ii_rpmdental.htm


SECURITIES AND EXCHANGE COMMISSION
 
==================================
 
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
==================================
 
RPM Dental, Inc.
(Exact Name of Small Business Issuer in its Charter)

Delaware
   
(State of Incorporation)
(Primary Standard Classification Code)
(IRS Employer ID No.)
     
 
RPM DENTAL, INC.
3285 Blazer Parkway, Suite 200
Lexington, Kentucky 40509
(859) 552-6204
Address and Telephone Number of Registrant’s Principal
Executive Offices and Principal Place of Business)
 
RPM DENTAL, INC.
3285 Blazer Parkway, Suite 200
Lexington, Kentucky 40509
 (859) 552-6204
 
(Name, Address and Telephone Number of Agent for Service)
 
Copies of communications to:
GREGG E. JACLIN, ESQ.
ERIC STEIN, ESQ.
CHRISTINE MELILLI, ESQ., CPA
ANSLOW & JACLIN, LLP
195 Route 9 South, Suite204
Manalapan, NJ 07726
TELEPHONE NO.: (732) 409-1212
FACSIMILE NO.: (732) 577-1188
 
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. 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, 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 of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, 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 of 1933, check the following box and list the Securities Act registration statement 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
statement for the same offering. o
 
 
 

 
 
CALCULATION OF REGISTRATION FEE
 
Title of Each Class Of Securities to be Registered
 
Amount to be
Registered
   
Proposed Maximum
Aggregate
Offering Price
per share
   
Proposed Maximum
Aggregate
Offering Price
   
Amount of
Registration fee
 
                         
Common Stock, par value $0.000001
    1,525,000     $ 0.02     $ 30,500     $ 2.17  
 
The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price shares were sold to our shareholders in a private placement memorandum. The price of $0.02 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.
 
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED August   , 2010
 
The registrant hereby amends this registration statement on such date or dates 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 or until the registration statement shall become effective on such date as the commission, acting pursuant to said section 8(a), may determine.
   
 
 

 
 
TABLE OF CONTENTS
 
 
    PAGE
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     F-1
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      15
      16
 
 
 

 
 
 
This summary highlights selected information contained elsewhere in this prospectus.  This summary does not contain all the information that you should consider before investing in the common stock.  You should carefully read the entire prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment decision .
 
About Our Company
 
We are a Delaware Corporation incorporated on February 25, 2010 and operate our business through our wholly-owned subsidiary, RPM Dental Systems, LLC, a limited liability company formed in Kentucky on September 15, 2009. We are a consulting/marketing company specializing in communications with dental patients. We were formed to help medical and other professionals educate their patients/clients via the internet.  We will focus on assisting dentists in marketing their practice and reaching out to potential clients using the internet and wireless media.  Our website address is http://www.outrankmydentalcompetition.com.
On April 1, 2010, we issued four million (4,000,000) shares of common stock par value $.000001 to Josh Morita, Director and Chief Executive Officer. The shares issued to Mr. Morita are subject to Rule 144 of the Securities Act of 1933 and as such, are defined as restricted securities.
 
Where You Can Find Us
 
Our principal executive offices are located at 3285 Blazer Parkway, Suite 200, Lexington, Kentucky 40509 and our telephone number is (859) 552-6204.
 
Terms of the Offering

The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. The selling stockholders are selling shares of common stock covered by this prospectus for their own account.
 
We will not receive any of the proceeds from the resale of these shares. The offering price of $0.02 was determined by the price shares were sold to our shareholders in a private placement memorandum and is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board, at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.
 
 
1

 
 
 
The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis,” “Plan of Operation” and the Financial Statements and Notes thereto, included elsewhere in this prospectus. The statement of operations and balance sheet data for the period ended December 31, 2009 is derived from our audited financial statements.
 
   
For the period ending December 31, 2009
 
STATEMENT OF OPERATIONS
     
       
Revenues
 
$
10,500
 
Total Operating Expenses
      -  
Professional Fees
   
2,800
 
General and Administrative Expenses
   
43,189
 
Net Loss
 
$
(35,489)
 
 
 
As of
December 31, 2009
 
BALANCE SHEET DATA
   
     
Cash
 
$
8,686
 
Total Assets 
   
8,686
 
Total Liabilities  
   
4,175
 
Stockholders’ Equity 
   
4,511
 

 
2

 
   
The information in this prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.
 
 
Subject to Completion, Dated August  , 2010
 
 
 
1,525,000 SHARES OF
RPM DENTAL, INC.
COMMON STOCK
 
 
The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. Our common stock is presently not traded on any market or securities exchange. The 1,525,000 shares of our common stock can be sold by selling security holders at a fixed price of $0.02 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with The Financial Industry Regulatory Authority (“FINRA”), which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.
 
THE COMPANY IS CONSIDERED TO BE IN UNSOUND FINANCIAL CONDITION. PERSONS SHOULD NOT INVEST UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENTS.
 
PLEASE NOTE THAT THE COMPANY IS A SHELL COMPANY IN ACCORDANCE WITH THE SECURITIES ACT OF 1933. ACCORDINGLY, THE SECURITIES SOLD IN THIS OFFERING CAN ONLY BE RESOLD THROUGH REGISTRATION UNDER THE SECURITIES ACT OF 1933; SECTION 4(l), IF AVAILABLE, FOR NON-AFFILIATES; OR BY MEETING THE CONDITIONS OF RULE 144(I). 
 
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE 3.
 
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
 
 
 
 
The Date of This Prospectus Is:  August  , 2010
 
 
 

 
3

 
 

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. Please note that throughout this prospectus, the words “we”, “our” or “us” refer to the Company and not to the selling stockholders.
 
WE HAVE A LIMITED OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US, AND THE LIKELIHOOD OF OUR SUCCESS MUST BE CONSIDERED IN LIGHT OF THE PROBLEMS, EXPENSES, DIFFICULTIES, COMPLICATIONS AND DELAYS FREQUENTLY ENCOUNTERED BY A SMALL DEVELOPING COMPANY.
 
RPM Dental, Inc. is a Delaware Corporation founded on February 25, 2010  and we operate our business through our wholly-owned subsidiary, RPM Dental Systems, LLC, a limited liability company formed in Kentucky on September 15, 2009.  We have no significant financial resources and minimal revenues to date. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a limited operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to meet our expenses and support our anticipated activities.
 
WE WILL REQUIRE FINANCING TO ACHIEVE OUR CURRENT BUSINESS STRATEGY AND OUR INABILITY TO OBTAIN SUCH FINANCING COULD PROHIBIT US FROM EXECUTING OUR BUSINESS PLAN AND CAUSE US TO SLOW DOWN OUR EXPANSION OF OPERATIONS.
 
We will need to raise additional funds through public or private debt or sale of equity to achieve our current business strategy. Such financing may not be available when needed. Even if such financing is available, it may be on terms that are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our capital requirements to implement our business strategy will be significant. Moreover, in addition to monies needed to continue operations over the next twelve months, we anticipate requiring additional funds in order to execute our plan of operations. No assurance can be given that such funds will be available or, if available, will be on commercially reasonable terms satisfactory to us. There can be no assurance that we will be able to obtain financing if and when it is needed on terms we deem acceptable.
 
If we are unable to obtain financing on reasonable terms, we could be forced to delay or scale back our plans for expansion. In addition, such inability to obtain financing on reasonable terms could have a material adverse effect on our business, operating results, or financial condition.
 
OUR AUDITOR HAS EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN.
 
 
We are a development stage company. Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. If we cannot obtain sufficient funding, we may have to delay the implementation of our business strategy.
 
OUR FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICES OFJOSHUA MORITA AND DR. LAURA JUSTICE SLONE. WITHOUT THEIR CONTINUED SERVICE, WE MAY BE FORCED TO INTERRUPT OR EVENTUALLY CEASE OUR OPERATIONS.
 
We are presently dependent to a great extent upon the experience, abilities and continued services of Joshua Morita, our President and Chief Executive Officer and Dr. Laura Justice Slone, our Director. We currently do not have employment agreements with Mr. Morita or Dr. Laura Justice Slone. The loss of either of their services could have a material adverse effect on our business, financial condition or results of operation.
 
 
4

 
 
THE OFFERING PRICE OF THE SHARES WAS ARBITRARILY DETERMINED, AND THEREFORE SHOULD NOT BE USED AS AN INDICATOR OF THE FUTURE MARKET PRICE OF THE SECURITIES. THEREFORE, THE OFFERING PRICE BEARS NO RELATIONSHIP TO THE ACTUAL VALUE OF THE COMPANY, AND MAY MAKE OUR SHARES DIFFICULT TO SELL.
 
Since our shares are not listed or quoted on any exchange or quotation system, the offering price of $0.02 per share for the shares of common stock was arbitrarily determined. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. The offering price bears no relationship to the book value, assets or earnings of our company or any other recognized criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities.
  
THERE IS NO ASSURANCE OF A PUBLIC MARKET OR THAT THE COMMON STOCK WILL EVER TRADE ON A RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT IN OUR STOCK.
 
There is no established public trading market for our common stock. Our shares are not and have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.
 
OUR COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH IS SUBJECT TO RESTRICTIONS ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.
 
If our common stock becomes tradable in the secondary market, we will be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities.

Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.
 
 
5

 
 

The selling stockholders are selling shares of common stock covered by this prospectus for their own account. We will not receive any of the proceeds from the resale of these shares. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.
 
 
Since our shares are not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was arbitrarily determined. The offering price was determined by the price shares were sold to our shareholders in our private placement which was completed on July 30, 2010 pursuant to an exemption under Rule 506 of Regulation D. 
 
The offering price of the shares of our common stock has been determined arbitrarily by us and does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the Over The Counter Bulletin Board (OTCBB) concurrently with the filing of this prospectus. In order to be quoted on the Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

In addition, there is no assurance that our common stock will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.
 

The common stock to be sold by the selling shareholders is common stock that is currently issued. Accordingly, there will be no dilution to our existing shareholders.
 
 
The shares being offered for resale by the selling stockholders consist of the 1,525,000 shares of our common stock held by 30 shareholders of our common stock which were sold in our Regulation D Rule 506 offering completed on July 30, 2010.
 
The following table sets forth the name of the selling stockholders, the number of shares of common stock beneficially owned by each of the selling stockholders as of August 17, 2010 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.
 
6

 
 
Name of selling stockholder
Shares of common
stock owned prior to
offering
Shares of common
stock to be sold
Shares of common
stock owned
after offering
Percent of common
stock owned
after offering
Jerry Thomas
25,000
25,000
0
0%
Carol Aldy
25,000
25,000
0
0%
Jim Brown
50,000
50,000
0
0%
Joseph Shriver
75,000
75,000
0
0%
Charles D. Porter
25,000
25,000
0
0%
Cynthia Stewart
75,000
75,000
0
0%
Joanna Miller
25,000
25,000
0
0%
Tammy May
50,000
50,000
0
0%
Joe McWilliams
25,000
25,000
0
0%
Jack Stewart
25,000
25,000
0
0%
Bonita Walters
25,000
25,000
0
0%
Renee Todd
75,000
75,000
0
0%
Kyle Bicknell
75,000
75,000
0
0%
Tim Mudd
75,000
75,000
0
0%
Shirley Todd
75,000
75,000
0
0%
Nathaniel Valentine
75,000
75,000
0
0%
Curtis Turley
75,000
75,000
0
0%
Courtney Turley
75,000
75,000
0
0%
Chuck Brown
50,000
50,000
0
0%
Annette Rardin
25,000
25,000
0
0%
Justin Tackett
25,000
25,000
0
0%
Glenn Gentry
25,000
25,000
0
0%
Gary Long
25,000
25,000
0
0%
Kenneth Byrd Jr.
25,000
25,000
0
0%
George Fletcher
75,000
75,000
0
0%
Sharon Betts
75,000
75,000
0
0%
R. David Slone
75,000
75,000
0
0%
Joseph Justice
75,000
75,000
0
0%
Carolyn Edwards
75,000
75,000
0
0%
Eric Lynn
25,000
25,000
0
0%
 
 
7

 
 
To our knowledge, none of the selling shareholders or their beneficial owners:

has had a material relationship with us other than as a shareholder at any time within the past three years; or
has ever been one of our officers or directors or an officer or director of our predecessors or affiliates 
 
–  
are broker-dealers or affiliated with broker-dealers. 
 
 

The selling security holders may sell some or all of their shares at a fixed price of $0.02 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. Prior to being quoted on the OTCBB, shareholders may sell their shares in private transactions to other individuals. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the Over the Counter Bulletin Board (OTCBB) concurrently with the filing of this prospectus. In order to be quoted on the Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. However, sales by selling security holder must be made at the fixed price of $0.02 until a market develops for the stock.
 
Once a market has been developed for our common stock, the shares may be sold or distributed from time to time by the selling stockholders directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:
 
O
ordinary brokers transactions, which may include long or short sales,
O
transactions involving cross or block trades on any securities or market where our common stock is trading, market where our common stock is trading,
O
through direct sales to purchasers or sales effected through agents,
O
through transactions in options, swaps or other derivatives (whether exchange listed of otherwise), or exchange listed or otherwise), or
O
any combination of the foregoing.
 
In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus.
 
Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $10,000.
 
Notwithstanding anything set forth herein, no FINRA member will charge commissions that exceed 8% of the total proceeds of the offering.

 
8

 
 
 
General
 
Our authorized capital stock consists of 95,000,000 shares of common stock, $0.000001 par value per share and 5,000,000 shares of preferred stock, $0.000001 par value per share. There are no provisions in our charter or by-laws that would delay, defer or prevent a change in our control.

Common Stock
 
We are authorized to issue 95,000,000 shares of common stock, $0.000001 par value per share.  Currently we have 5,525,000 common shares issued and outstanding. 
 
The holders of our common stock have equal ratable rights to dividends from funds legally available if and when declared by our board of directors and are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs. Our common stock does not provide the right to a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are entitled to one non-cumulative vote per share on all matters on which shareholders may vote.
 
All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this private placement are fully paid and non-assessable.  We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the state of Delaware for a more complete description of the rights and liabilities of holders of our securities.  All material terms of our common stock have been addressed in this section.

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

Preferred Stock
 
We are authorized to issue 5,000,000 shares of preferred stock and currently have no shares issued and outstanding.  
 
Dividends
 
We have not paid any cash dividends to shareholders.  The declaration of any future cash dividends is at the discretion of our board of directors and depends  upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions.  It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Warrants
 
There are no outstanding warrants to purchase our securities.
 
Options
 
There are no options to purchase our securities outstanding.

 
9

 
 

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
 
The financial statements included in this prospectus and the registration statement have been audited by M & K CPAs, PLLC to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
 
Item 11. Information with Respect to the Registrant.

 
RPM Dental, Inc. is a Delaware Corporation founded on February 25, 2010  and we operate our business through our wholly-owned subsidiary, RPM Dental Systems, LLC, a limited liability company formed in Kentucky on September 15, 2009. We issued 4,000,000 founder shares at par value of $0.000001 to Josh Morita in consideration for services provided as our Director and Chief Executive Officer. On July 30, 2010 we completed an offering in which we sold 1,525,000 common shares at $0.02 per share in connection with our private placement.
 

General
 
RPM Dental, Inc. is a Delaware Corporation founded on February 25, 2010.  Our business is operated through our wholly-owned subsidiary, RPM Dental Systems, LLC, a limited liability company formed in Kentucky on September 15, 2009. On March 23, 2010, Mr. Josh Morita was appointed as our Chief Executive Officer and Chairman of the Board of Directors. On April 1, 2010, we issued four million (4,000,000) shares of common stock par value $.000001 to Josh Morita, Director and Chief Executive Officer. The shares issued to Mr. Morita are subject to Rule 144 of the Securities Act of 1933 and as such, are defined as restricted securities.

RPM stands for Responsive Patient Marketing. We have created a marketing approach that is unique in the dental industry. Our business model utilizes the dentists’ own patient base to fill the dental chairs. The most unique factor in this system is that the marketing is performed for the dentists.
Product Strategy

We offer internet marketing to our dental clients by utilizing the dentists’ own email patient data base. Our proprietary technology allows us to market those services that the dentists’ patients have expressed an interest in learning about.

Business Model
 
Our business model is to target all dentists across America. We plan to attract dentists through our websites and online advertising, in addition to word of mouth referrals at dental conferences and conventions. As our brand grows, we will research and consider joint venture and affiliate opportunities with dental consultants, dental newsletter writers, and dental business brokers. 

Competition

Companies that compete in this market mainly focus on acquiring new patients whereas we attempt to offer more services to current patients. The services we offer to our customers are generally cheaper than those offered by our competitors. Further, unlike our competitors, we do almost all of the work for our customers, allowing the dentists to focus their time on caring for their patients.

Marketing Plan 

Our marketing strategy is to aggressively enhance, promote and support the dentist in their efforts to educate their patients. This will be accomplished by utilizing very high quality professionally produced video and print media.
 
We will market to dentists online with websites (www.OutrankMyDentalCompetition.com) and search engine advertising (Google, Facebook, Bing, Yahoo). We intend to joint venture with publishers of online dental newsletters who have thousands of dentists in their online distribution database such as www.TheWealthyDentist.com or www.DentalInsiders.com. We intend to advertise online and in hardcopy with e-zines, websites and magazines like www.DentalTown.com. With a Director who is a member or on the board of numerous national dental organizations, including American Academy of Cosmetic Dentistry (www.aacd.com), American Association of Women Dentists (www.aawd.org), Academy of General Dentistry (www.agd.org), and American Academy of Implant Dentistry (www.aaid-implant.org), we expect to have advanced opportunities to exhibit and attend these large national dental conferences and conventions. In addition, we will have access to membership lists and contact information for thousands of dentists within these dental societies and organizations, which should provide us with many marketing opportunities.

Sales Strategy
 
RPM Dental's sales strategy is to utilize online marketing and websites to generate new business. We will offer free consultations to dentists, evaluating their current marketing plan. This will allow us to collect contact information and to continue marketing to our contacts. We will reach out to established dental consultants and online newsletter writers, offering affiliate and joint venture opportunities to rapidly grow sales, such as www.TheWealthyDentist.com and www.DentalInsiders.com.
 
Our unique educational content allows us to capitalize on a very definite need of almost all dentists and as a result, our sales strategy typically is expected to result in a 10% yearly growth rate.
 
 
10

 
 

Our business office is located at 3285 Blazer Parkway, Suite 200, Lexington, Kentucky 40509 and our telephone number is  (859) 552-6204.
 

There are no legal proceedings pending or threatened against us.
 
 
There is presently no public market for our shares of common stock. We anticipate applying for trading of our common stock on the Over the Counter Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms apart. However, we can provide no assurance that our shares of common stock will be traded on the Bulletin Board or, if traded, that a public market will materialize.
 
Holders of Our Common Stock
 
As of the date of this registration statement, we had 31 shareholders of our common stock.
 
Rule 144 Shares
 
As of August 17, 2010, there are no shares of our common stock which are currently available for resale to the public and in accordance with the volume and trading limitations of Rule 144 of the Act. After August 17, 2010, 1,525,000 shares of our common stock were held by the 30 shareholders who purchased their shares in the Regulation D 506 offering by us will become available for resale to the public. Sales under Rule 144 are subject availability of current public information about the Company.
 
Stock Option Grants
 
To date, we have not granted any stock options.
 
Registration Rights
 
We have not granted registration rights to the selling shareholders or to any other persons.
 
 
11

 
 
 
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock offered hereby. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedule thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information regarding our common stock and our company, please review the registration statement, including exhibits, schedules and reports filed as a part thereof. Statements in this prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement, set forth the material terms of such contract or other document but are not necessarily complete, and in each instance reference is made to the copy of such document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.
 
We are also subject to the informational requirements of the Exchange Act which requires us to file reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information along with the registration statement, including the exhibits and schedules thereto, may be inspected at public reference facilities of the SEC at 100 F Street N.E , Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at prescribed rates. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC’s Internet website at  http://www.sec.gov.

 
12

 
 

RPM Dental, Inc.
 
 
December 31, 2009
 
  Index
   
Report of Independent Registered Public Accounting Firm   
   
Balance Sheet as of December 31, 2009 F-1
   
Statement of Operations for the Period From September 15, 2009 (inception) through December 31, 2009  F-2
   
Statement of Cash Flows for the Period From September 15, 2009 (inception) through December 31, 2009 F-3
   
Statement of Changes in Stockholders’ Equity for the Period From September 15, 2009 (inception) through December 31, 2009  F-4
   
Notes to the Financial Statements F-5 – F-7
 
 
 

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
To the Board of Directors
 
RPM Dental, Inc.
 
We have audited the accompanying balance sheet of RPM Dental, Inc. (a development stage company) as of December 31, 2009 and the related statements of operations, changes in stockholders' equity, and cash flows for the period from September 15, 2009 (inception) through December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of RPM Dental, Inc., as of December 31, 2009, and the results of its operations, changes in stockholders' equity and cash flows for the period from September 15, 2009 (inception) through December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
/s/ M & K CPAs, PLLC
 
www.mkacpas.com
August 17, 2010
 
 
 

 
 
RPM DENTAL, INC.
 
(A DEVELOPMENT STAGE COMPANY)
 
BALANCE SHEET
 
AS OF DECEMBER 31, 2009
 
   
       
 
 
December 31,
 
   
2009
 
ASSETS  
       
CURRENT ASSETS
     
   Cash
  $ 8,686  
  Total current assets     8,686  
         
TOTAL ASSETS
  $ 8,686  
         
         
LIABILITIES AND STOCKHOLDERS' EQUITY
         
CURRENT LIABILITIES
       
   Accounts payable
  $ 4,175  
  Total current liabilities     4,175  
         
TOTAL LIABILITIES
    4,175  
         
STOCKHOLDERS' EQUITY
       
Preferred stock, $0.000001 par value, 5,000,000 shares authorized,
       
none issued and outstanding
     -  
Common stock, $0.000001 par value, 95,000,000 shares authorized, 4,000,000 shares
       
issued and outstanding      4  
   Additional paid in capital
    39,996  
   Deficit accumulated during the development stage
    (35,489 )
  Total stockholders' equity     4,511  
         
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 8,686  
         
See the accompanying summary of accounting policies and notes to the financial statements
 
 
 
F-1

 
 
RPM DENTAL, INC.
 
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENT OF OPERATIONS
 
FOR THE PERIOD FROM SEPTEMBER 15, 2009 (INCEPTION) THROUGH DECEMBER 31, 2009
 
   
       
   
September 15, 2009
 
   
Through
 
   
December 31, 2009
 
       
       
REVENUE
  $ 10,500  
         
OPERATING EXPENSES
       
Professional fees
    2,800  
General and administrative
    43,189  
Total operating expenses
    45,989  
         
NET (LOSS)
  $ (35,489 )
         
BASIC AND DILUTED EARNINGS PER SHARE   $ (0.01 )
         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING     4,000,000  

See the accompanying summary of accounting policies and notes to the financial statements
 
 
F-2

 
 
RPM DENTAL, INC.
 
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
 
FOR THE PERIOD FROM SEPTEMBER 15, 2009 (INCEPTION) THROUGH DECEMBER 31, 2009
 
                     
         
Additional
         
 
Common Stock
 
Paid-in
 
Accumulated
     
 
Shares
 
Amount
 
Capital
 
Deficit
 
Total
 
Balance at September 15, 2009
    -     $ -     $ -     $ -     $ -  
Founders shares issued
    4,000,000       4       (4 )     -       4  
Contribution of capital
    -       -       40,000       -       40,000  
Net loss
    -       -       -       (35,489 )     (35,489 )
Balance at December 31, 2009
    -     $ -     $ 40,000     $ (35,489 )   $ 4,511  
 
See the accompanying summary of accounting policies and notes to the financial statements
 
 
F-3

 
 
RPM DENTAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM SEPTEMBER 15, 2009 (INCEPTION) THROUGH DECEMBER 31, 2009
         
Operating Activities
       
Net loss
   
(35,489)
 
Changes in operating assets and liabilities:
   
   Accounts Payable
   
4,175
 
Net Cash Used in Operating Activities
 
(31,314)
 
         
Financing Activities
       
Contribution of capital
   
40,000
 
Net Cash Provided by Financing Activities
 
40,000
 
         
Increase in Cash
   
8,686
 
         
Cash - Beginning of Period
   
-
 
         
Cash - End of Period
   
8,686
 
         
Supplemental Disclosures of Cash Flow Information
   
         
Cash paid for income taxes
   
-
 
Cash paid for interest
   
-
 
 
See the accompanying summary of accounting policies and notes to the financial statements
 
 
F-4

 
 
RPM Dental, Inc.
(A Development Stage Company)
Notes to the Financial Statements

 
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
RPM Dental, Inc serves dental and other medical professionals with turn-key marketing solutions to generate referrals from existing clients and new business from the general public. Utilizing web 2.0 technologies we offer cost-effective outsourced marketing solutions to medical professionals. RPM Systems, LLC was formed on September 15, 2009, under the laws of the Commonwealth of Kentucky.  RPM Dental, Inc. was incorporated on February 25, 2010, under the laws of the State of Delaware, as a development stage company. The Company intends to commence operations as a referral marketing solutions company.    On March 23, 2010 RPM Dental, Inc. acquired RPM Systems, LLC, a Kentucky limited liability corporation.
 
BASIS OF PRESENATATION
 
The Company follows accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.
 
REVENUE RECOGNITION
 
Revenue is recognized when it is realized or realizable and earned. RPM Dental Inc., considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, services have been provided, and collectability is reasonably assured. These criteria are assumed to have been met if a customer orders the solutions service, payment for the service clears, and the services are being provided to the client.  Revenue that is billed in advance such as recurring weekly or monthly services are initially deferred and recognized as revenue over the period the services are provided.  There was no such deferred revenue as of December 31, 2009.
 
USE OF ESTIMATES
 
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
CASH AND CASH EQUIVALENTS
 
For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2009, there were no cash equivalents.
 
DEVELOPMENT STAGE COMPANY
 
The Company complies with FASB Guidelines for its characterization of the Company as development stage.
 
FAIR VALUE OF FINANCIAL INSTRUMENTS
 
Financial instruments, including cash, receivables, accounts payable, and notes payable are carried at amounts which reasonably approximate their fair value due to the short-term nature of these amounts or due to variable rates of interest which are consistent with market rates.  No adjustments have been made in the current period.
 
INCOME TAXES
 
 
F-5

 
 
 
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “ Accounting for Income Taxes ” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
 
BASIC AND DILUTED NET LOSS PER COMMON SHARE
 
Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same due to the anti dilutive nature of potential common stock equivalents.  RPM Dental, Inc., had no common stock equivalents outstanding at December 31, 2009.  At December 31, 2009, there were 4,000,000 weighted average number of shares outstanding and the loss per share, both basic and diluted, was 0.01.
 
RECENT ACCOUNTING PRONOUNCEMENTS
 
In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.
 
In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.
 
In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.
 
In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.
 
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations
 
 
F-6

 
 
NOTE 2 - GOING CONCERN
 
RPM Dental, Inc’s., financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception, the Company has accumulated losses aggregating to $35,489 and has insufficient working capital to meet operating needs for the next twelve months as of December 31, 2009, all of which raise substantial doubt about RPM Dental, Inc’s., ability to continue as a going concern.
 
NOTE 3 - COMMON STOCK

RPM Dental, Inc., issued 4,000,000 shares of common stock (founder’s shares) to the President and Director of the Company.
 
NOTE 4 – INCOME TAXES

The Company has tax losses which may be applied against future taxable income. The potential tax benefits arising from these loss carryforwards expire beginning in 2029 and are offset by a valuation allowance due to the uncertainty of profitable operations in the future. The net operating loss carryforward was $35,489 at December 31, 2009. The significant components of the deferred tax asset as of December 31, 2009 are as follows:

Net operating loss carryforwards
  $ 10,647  
Valuation allowance
    (10,647
Net deferred tax asset
  $ -  

NOTE 5 – SUBSEQUENT EVENTS

On July 30, 2010, we completed a Regulation D Rule 506 offering in which we sold 1,525,000 shares of common stock to 30 investors, at a price per share of $0.02 per share for an aggregate offering price of $30,500.
 

 
F-7

 

FINANCIAL STATEMENTS

RPM Dental, Inc.
 
June 30, 2010
 
 
Index
   
Balance Sheets as of June 30, 2010 and December 31, 2009 unaudited
F-10
   
Statements of Operations for the Three and Six Months Ending June 30, 2010 and the Period From September 15, 2009 (inception) through December 31, 2009 unaudited
F-11
   
Statements of Cash Flows for the Period From January 1, 2010 through June 30, 2010 and the Period From September 15, 2009 (inception) through December 31, 2009 unaudited
F-12
   
Statement of Changes in Stockholders’ Equity for the Six Months Ending June 30, 2010 and The Period From September 15, 2009 (inception) through December 31, 2009 unaudited
F-13
   
Notes to the Financial Statements
F-14 – F-16
 
 
 
F-8

 
 
RPM DENTAL, INC.
 
CONSOLIDATED BALANCE SHEETS
 
AS OF JUNE 30, 2010 AND DECEMBER 31, 2009
 
(DEVELOPMENT STAGE COMPANY)
 
             
 
 
June 30,
2010
   
December 31, 2009
 
   
(Unaudited)
       
ASSETS
             
CURRENT ASSETS
           
   Cash
  $ 3,933     $ 8,686  
   Accounts receivable
    1,500       -  
  Total current assets     5,433       8,686  
                 
TOTAL ASSETS
  $ 5,433     $ 8,686  
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
                 
CURRENT LIABILITIES
               
   Accounts payable
  $ -     $ 4,175  
  Total current liabilities     -       4,175  
                 
STOCKHOLDERS' EQUITY
               
   Preferred stock, $0.000001 par value, 5,000,000 shares authorized,
               
      none issued and outstanding
    -       -  
   Common stock, $0.000001 par value, 95,000,000 shares authorized, 4,000,000 shares
               
      issued and outstanding at June 30, 2010 and December 31, 2009, respectively
    4       4  
   Additional paid in capital
    49,996       39,996  
   Accumulated deficit during development stage
    (44,567 )     (35,489 )
  Total stockholders' equity     5,433       4,511  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 5,433     $ 8,686  
                 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
F-9

 

RPM DENTAL, INC.
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2010
 
AND THE PERIOD FROM SEPTEMBER 15, 2009 (INCEPTION) THROUGH JUNE 30, 2010
 
(DEVELOPMENT STAGE COMPANY)
 
               
DEVELOPMENT STAGE
 
   
SIX MONTHS
   
THREE MONTHS
   
SEPTEMBER 15, 2009
 
   
ENDING
   
ENDING
   
THROUGH
 
   
JUNE 30, 2010
   
JUNE 30, 2010
   
JUNE 30, 2010
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
                   
REVENUE
  $ 5,750     $ 2,000     $ 16,250  
                         
OPERATING EXPENSES
                       
Professional fees
    4,075       900       6,875  
General and administrative
    10,753       1,813       53,942  
Total operating expenses
    14,828       2,713       60,817  
                         
NET INCOME (LOSS)
  $ (9,078 )   $ (713 )   $ (44,567 )
                         
                         
                         
BASIC AND DILUTED EARNINGS PER SHARE
  $ (0.00 )   $ (0.00 )        
                         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
    4,000,000       4,000,000          
                                                                                  
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-10

 

RPM DENTAL, INC.
 
CONSOLIDATED STATEMENTS OF CASH FLOW
 
FOR THE SIX MONTHS ENDED JUNE 30, 2010
 
AND SEPTEMBER 15, 2009 (INCEPTION) THROUGH JUNE 30, 2010
 
(DEVELOPMENT STAGE COMPANY)
(UNAUDITED)
 
         
DEVELOPMENT STAGE
 
   
JANUARY 1, 2010
   
SEPTEMBER 15, 2009
 
   
THROUGH
   
THROUGH
 
   
JUNE 30, 2010
   
JUNE 30, 2010
 
             
             
CASH FLOWS FROM OPERATING ACTIVITIES:
           
   Net income (loss) from continuing operations
  $ (9,078 )   $ (44,567 )
                 
Change in assets and liabilities
               
    (Increase) / Decrease in accounts receivable
    (1,500 )     (1,500 )
    (Increase) / Decrease in accrued liabilities
    (4,175 )     -  
          Net cash used in operating activities
    (14,753 )     (46,067 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
     Capital contribution
    10,000       50,000  
          Net cash provided by financing activities
    10,000       50,000  
                 
NET INCREASE IN CASH AND CASH EQUIVALENTS
    (4,753 )     3,933  
 
               
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
    8,686       0  
 
               
CASH AND CASH EQUIVALENTS - END OF PERIOD
  $ 3,933     $ 3,933  
                 
SUPPLEMENTAL CASH FLOW INFORMATION
               
          Interest paid
  $ -     $ -  
          Income taxes paid
  $ -     $ -  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-11

 
 
RPM DENTAL, INC.
 
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
 
FOR THE PERIOD FROM SEPTEMBER 15, 2009 (INCEPTION) THROUGH JUNE 30, 2010
 
                               
               
Additional
             
   
Common Stock
   
Paid-in
   
Accumulated
       
   
Shares
   
Amount
   
Capital
   
Deficit
   
Total
 
Balance at September 15, 2009
   
-
   
$
-
   
-
   
 $
-
   
 $
-
 
Founders shares issued
   
 4,000,000
     
 4
     
 (4)
     
 -
     
 4
 
Contribution of capital
   
-
     
-
     
40,000
     
-
     
40,000
 
Net loss
   
-
     
-
     
-
     
(35,489
)
   
(35,489
)
Balance at December 31, 2009
   
-
   
$
-
   
$
39,996
   
$
(35,489
)
 
$
4,511
 
Contribution of capital
   
-
     
-
     
10,000
     
-
     
10,000
 
Net loss
   
-
     
-
     
-
     
(9,078
)
   
(9,078
)
Balance at June 30, 2010
   
4,000,000
   
$
4
   
$
49,996
   
$
(44,567
)
 
$
5,433
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-12

 

RPM Dental, Inc.
(A Development Stage Company)
Notes to the Financial Statements
(Unaudited)

 
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
RPM Dental, Inc serves dental and other medical professionals with turn-key marketing solutions to generate referrals from existing clients and new business from the general public. Utilizing web 2.0 technologies we offer cost-effective outsourced marketing solutions to medical professionals. RPM Systems, LLC was formed on September 15, 2009, under the laws of the Commonwealth of Kentucky.  RPM Dental, Inc. was incorporated on February 25, 2010, under the laws of the State of Delaware, as a development stage company. The Company intends to commence operations as a referral marketing solutions company.    On March 23, 2010 RPM Dental, Inc. acquired RPM Systems, LLC, a Kentucky limited liability corporation.
 
BASIS OF PRESENATATION
 
The Company follows accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.
 
REVENUE RECOGNITION
 
Revenue is recognized when it is realized or realizable and earned. RPM Dental considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, services have been provided, and collectability is reasonably assured. These criteria are assumed to have been met if a customer orders the solutions service, payment for the service clears, and the services are being provided to the client.  Revenue that is billed in advance such as recurring weekly or monthly services are initially deferred and recognized as revenue over the period the services are provided.  There was no such deferred revenue as of June 30, 2010.
 
USE OF ESTIMATES
 
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
CASH AND CASH EQUIVALENTS
 
For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of June 30, 2010, and December 31, 2009 there were no cash equivalents.
 
DEVELOPMENT STAGE COMPANY
 
The Company complies with FASB Guidelines for its characterization of the Company as development stage.
 
FAIR VALUE OF FINANCIAL INSTRUMENTS
 
Financial instruments, including cash, receivables, accounts payable, and notes payable are carried at amounts which reasonably approximate their fair value due to the short-term nature of these amounts or due to variable rates of interest which are consistent with market rates.  No adjustments have been made in the current period.
 
 
F-13

 
 
INCOME TAXES
 
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “ Accounting for Income Taxes ” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
 
BASIC AND DILUTED NET LOSS PER COMMON SHARE
 
Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same due to the anti dilutive nature of potential common stock equivalents.  RPM Dental, Inc., had no common stock equivalents outstanding at June 30, 2010 or December 31, 2009. At June 30, 2010, there were 4,000,000 weighted average number of shares outstanding and the loss per share, both basic and diluted, was 0.00.
 
RECENT ACCOUNTING PRONOUNCEMENTS
 
In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.
 
In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.
 
In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.
 
In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.
 
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations
 
  
 
F-14

 
 
NOTE 2 - GOING CONCERN
 
RPM Dental Inc’s., financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception, the Company has accumulated losses aggregating to $44,567 and has insufficient working capital to meet operating needs for the next twelve months as of June 30, 2010, all of which raise substantial doubt about RPM Dental, Inc’s., ability to continue as a going concern.
 
NOTE 3 - COMMON STOCK

RPM Dental, Inc., issued 4,000,000 shares of common stock (founder’s shares) to the President and Director of the Company.
 
NOTE 4 – INCOME TAXES
 
The Company has tax losses which may be applied against future taxable income. The potential tax benefits arising from these loss carryforwards expire beginning in 2029 and are offset by a valuation allowance due to the uncertainty of profitable operations in the future. The net operating loss carryforward was $44,567 at June 30, 2010. The significant components of the deferred tax asset as of June 30, 2010 and December 31, 2009 are as follows:
 
 
    June 30, 2010     December 31, 2009  
Net operating loss carryforwards
  $ 13,370     $ 10,3647  
Valuation allowance
    (13,370 )     (10,647 )
Net deferred tax asset
  $ -     $ -  
 
NOTE 5 – SUBSEQUENT EVENTS

On July 30, 2010, we completed a Regulation D Rule 506 offering in which we sold 1,525,000 shares of common stock to 30 investors, at a price per share of $0.02 per share for an aggregate offering price of $30,500.
  
 
F-15

 
 

This section of the Registration Statement includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Overview
 
RPM Dental, Inc. is a Delaware Corporation incorporated on February 25, 2010 by founder, Angela McSharry. We operate our business through our wholly-owned subsidiary, RPM Dental Systems, LLC, a limited liability company formed in Kentucky on September 15, 2009. We are a consulting/marketing company specializing in communications with dental patients. We were formed to help medical and other professionals educate their patients/clients via the internet.  We will focus on assisting dentists in marketing their practice and reaching out to potential clients using the internet and wireless media. Our internet address is http://www.outrankmydentalcompetition.com.

RPM began to sign up dentists for their marketing and consulting services in 2009.  Initially, each dentist pays $1,500, and then remits a $250 monthly maintenance fee for their account.

Results of Operations

Period Ended December 31, 2009

Since RPM Dental, Inc. is a development stage company that began September 15, 2009, there are no comparative financial periods.

RPM had $10,500 of income from September 15, 2009 through December 31, 2009.  The entire $10,500 was earned from the initial set up fees charged for each new dentist who signed up for the consulting and marketing services.

For the year ended December 31, 2009, RPM had professional fees of $2,800 used to pay Infused Systems for consulting.  General and administrative expenses for the same period were $43,189 which mainly comprised of contract labor of $30,000. The contract labor was 69.46% of the total general and administrative expenses.  Accordingly, RPM had a net loss of $35,489 for the period of inception through December 31, 2009.

Six Months Ended June 30, 2010

Since RPM is a development stage company that began February 25, 2010, there are no comparative financial periods.

RPM had income of $5,750 from January 1, 2010 through June 30, 2010.  The entire $5,750 was earned from the $250 monthly maintenance fee charged to all dentists who have already signed up for the consulting and marketing services RPM provides.

For the six month period ending June 30, 2010, RPM had professional fees of $4,075 of which $3,600 was used to pay Infused Systems for consulting.  The consulting comprises 88.34% of the professional fees.  General and administrative expenses for the same period were $10,753 which mainly comprised of $5,332 of contract labor and $3,430 of software monthly maintenance fees.  The contract labor was 49.59% and the software monthly maintenance fees were 31.90% of the total general and administrative expenses.  Accordingly, RPM had a net loss of $9,078 for the six month period ending June 30, 2010.
 
 
13

 
 

There have been no changes in or disagreements with accountants on accounting or financial disclosure matters.
 

Our executive officers and directors and their respective ages as of August 17, 2010 are as follows:
 
NAME
 
AGE
 
POSITION
         
Josh Morita
   
31
 
President, Chief Executive Officer, Chairman
Dr. Laura Justice Slone
   
49
 
Director

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.

Josh Morita, age 30, President, Chief Executive Officer, Director
 
Mr. Morita has been our Chief Executive Officer and a Director since we were incorporated on February 25, 2010. Mr. Morita's responsibilities include running the day-to-day operations and business development of our company. Prior to founding the Company, from October 2008 to present, Mr. Morita has served as a Senior Director of Business Development for Healthcare Business Media, a healthcare media company. From March 2008 to October 2008, Mr. Morita was a corporate recruiter for Robert Half International. From April 2004 to March 2008 Mr. Morita was a Senior Loan Officer for Benchmark Mortgage and American Lending Group. Mr. Morita received a Bachelor of Commerce degree with Honors from the University of British Columbia.
 
Dr. Laura Justice Slone, Director
 
Dr. Justice has been a Director of RPM Dental, Inc. since incorporation on February 25, 2010. She has been a practicing dentist with Pearson, Justice, Coffman DMD & Associates since 1995. Dr. Justice received her BA degree in Biology from Transylvania University in Lexington, Kentucky. She graduated from the University Of Kentucky's College Of Dentistry with honors. She has received extensive post-graduate certificates in advanced cosmetic procedures from Louisiana State University, the Center for Cosmetic Excellence in Chicago, the Eubank Institute, and the Kois Center. Dr. Justice is also one of only 260 accredited members worldwide of the American Academy of Cosmetic Dentistry. She has been a member of the AACD since 1999. She also has been honored to serve as an examiner for the AACD for the past seven years. In addition, Dr. Justice served on the PR Committee for the AACD both as a member and chairman. She also is a co-founder and past President of the Kentucky Academy of Cosmetic Dentistry.  She has served on the Kentucky Board of Dentistry and is a member of the Bluegrass Dental, Kentucky Dental and American Dental Societies. She is also a member of the American Association of Women Dentist, Academy of General Dentists, the American Academy of Implant Dentistry, and the American Associates of Dental Examiners. She is one of the official dentists of the Miss Kentucky Pageant and works closely with local television and modeling personalities in enhancing their smiles.
  
Term of Office
 
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

 
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Summary Compensation Table; Compensation of Executive Officers

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the period ended June 30, 2010 in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO).
 
SUMMARY COMPENSATION TABLE
 
Name and Principal Position
 
Year
 
Salary
($)
 
Bonus
($)
 
Stock
Awards
($)
 
Option Awards
($)
 
Non-Equity Incentive Plan Compensation ($)
 
Non-Qualified Deferred Compensation Earnings
($)
 
All Other Compensation
($)
 
Totals
($)
 
                                       
Josh Morita, Chief Executive Officer
 
2010
 
$
0
 
0
   
0
 
0
   
0
 
0
 
0
 
$
0
 
 
 
Option Grants Table. There were no individual grants of stock options to purchase our common stock made to the executive officer named in the Summary Compensation Table through August 17, 2010.

Aggregated Option Exercises and Fiscal Year-End Option Value Table. There were no stock options exercised during period ending June 30, 2010 by the executive officer named in the Summary Compensation Table.
  
Long-Term Incentive Plan (“LTIP”) Awards Table. There were no awards made to a named executive officer in the last completed fiscal year under any LTIP
 
Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.
 
Employment Agreements

We currently do not have any employment agreements with any of our employees.
 
 
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The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of August 17, 2010 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.
 
 
Title of Class
Name and Address
of Beneficial Owner
 
Amount and Nature
of Beneficial Owner
   
Percent
of Class (1)
 
               
Common Stock
Josh Morita
   
4,000,000
     
76.19
%
 
(1)  Based upon 5,525,000 shares outstanding as of August 17, 2010. 
 
 
On April 1, 2010 we issued 4,000,000 shares of par value $.000001 common stock to Josh Morita pursuant to an exemption from registration set forth in Section 4(2) of the Securities Act of 1933.  The shares were issued in exchange for services rendered to us.
 

Our director and officer is indemnified as provided by the Delaware Statutes and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.
 
 
16

 
 
RPM DENTAL, INC.
1,525,000 SHARES OF COMMON STOCK

PROSPECTUS

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
Until August 17, 2010, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The Date of This Prospectus Is:  August  , 2010
 
 
 
17

 
PART II -- INFORMATION NOT REQUIRED IN THE PROSPECTUS
 
Securities and Exchange Commission registration fee
 
$
2.17
 
Federal Taxes
 
$
0
 
State Taxes and Fees
 
$
0
 
Transfer Agent Fees
 
$
2,500
 
Accounting fees and expenses
 
$
7,500
 
Legal fees and expense
 
$
10,000
 
Blue Sky fees and expenses
 
$
0
 
Miscellaneous
 
$
0
 
Total
 
$
20,002.17
 
 
All amounts are estimates other than the Commission’s registration fee. We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.
 
 
18

 
 
Recent Sales Of Unregistered Securities.
 
We were incorporated in the State of Delaware in February 2010. On April 1, 2010 4,000,000 shares were issued to Josh Morita in return for services rendered to the Company. These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the shareholder had the necessary investment intent as required by Section 4(2) since she agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

The following sets forth the identity of the class of persons to whom we sold these shares and the amount of shares for each shareholder:
 
 
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On July 30, 2010, we completed a Regulation D Rule 506 offering in which we sold 1,525,000 shares of common stock to 30 investors, at a price per share of $0.02 per share for an aggregate offering price of $30,500. The following sets forth the identity of the class of persons to whom we sold these shares and the amount of shares for each shareholder:
 
Name
No. of Shares
                              Jerry Thomas
25,000
                              Carol Aldy
25,000
                              Jim Brown
50,000
                              Joseph Shriver
75,000
                              Charles D. Porter
25,000
                              Cynthia Stewart
75,000
                              Joanna Miller
25,000
                              Tammy May
50,000
                              Joe McWilliams
25,000
                              Jack Stewart
25,000
                              Bonita Walters
25,000
                              Renee Todd
75,000
                              Kyle Bicknell
75,000
                              Tim Mudd
75,000
                              Shirley Todd
75,000
                              Nathaniel Valentine
75,000
                              Curtis Turley
75,000
                              Courtney Turley
75,000
                              Chuck Brown
50,000
                              Annette Rardin
25,000
                              Justin Tackett
25,000
                              Glenn Gentry
25,000
                              Gary Long
25,000
                              Kenneth Byrd Jr.
25,000
                              George Fletcher
75,000
                              Sharon Betts
75,000
                              R. David Slone
75,000
                              Joseph Justice
75,000
                              Carolyn Edwards
75,000
                              Eric Lynn
25,000
   
 
 
20

 
 
The Common Stock issued in our Regulation D, Rule 506 Offering was issued in a transaction not involving a public offering in reliance upon an exemption from registration provided by Rule 506 of Regulation D of the Securities Act of 1933. In accordance with Section 230.506 (b)(1) of the Securities Act of 1933, these shares qualified for exemption under the Rule 506 exemption for this offerings since it met the following requirements set forth in Reg. §230.506:
 
 (A)
No general solicitation or advertising was conducted by us in connection with the offering of any of the Shares.
   
(B)
At the time of the offering we were not: (1) subject to the reporting requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an “investment company” within the meaning of the federal securities laws.
 
(C)
Neither we, nor any of our predecessors, nor any of our directors, nor any beneficial owner of 10% or more of any class of our equity securities, nor any promoter currently connected with us in any capacity has been convicted within the past ten years of any felony in connection with the purchase or sale of any security.
   
(D)
The offers and sales of securities by us pursuant to the offerings were not attempts to evade any registration or resale requirements of the securities laws of the United States or any of its states.
   
(E)
None of the investors are affiliated with any of our directors, officers or promoters or any beneficial owner of 10% or more of our securities.
 
Please note that pursuant to Rule 506, all shares purchased in the Regulation D Rule 506 offering completed n July 30, 2010 were restricted in accordance with Rule 144 of the Securities Act of 1933. In addition, each of these shareholders were either accredited as defined in Rule 501 (a) of Regulation D promulgated under the Securities Act or sophisticated as defined in Rule 506(b)(2)(ii) of Regulation D promulgated under the Securities Act.
 
We have never utilized an underwriter for an offering of our securities. Other than the securities mentioned above, we have not issued or sold any securities.
  
 
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Item 16. Exhibits and Financial Statement Schedules.

EXHIBIT NUMBER
DESCRIPTION
3.1
Articles of Incorporation
3.2
By-Laws
5.1
Opinion of Anslow & Jaclin, LLP
23.1
Consent of M & K CPAs, PLLC
 
Item 17. Undertakings.
 
(A) The undersigned Registrant hereby undertakes:
 
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:
 
 
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
 
(ii)
Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
 
(iii)
Include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
 
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
   
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(B) The issuer is subject to Rule 430C (ss. 230. 430C of this chapter): Each prospectus filed pursuant to Rule 424(b)(ss. 230. 424(b) of this chapter) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (ss. 230. 430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
 
 
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SIGNATURES
 
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in Lexington, Kentucky on August 17, 2010.
 
RPM DENTAL, INC.
 
By:
/s/Josh Morita
 
Josh Morita
 
Chairman of the Board of Directors, Chief Executive Officer
 
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Josh Morita and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his capacity as a director and/or officer of RPM Dental, Inc.) to sign any or all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto each said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement was signed below by the following persons in the capacities and on the dates stated.

By:
/s/ Josh Morita
 
Josh Morita
 
Chairman of the Board of Directors, Chief Executive Officer

 

23