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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549


FORM 10-Q


(Mark One)

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the quarterly period ended: September 30, 2012

 

Or

 

[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the transition period from ____________ to _____________

 

Commission File Number: 333-140276

 

WHITE DENTAL SUPPLY, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

20-4622782

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

8965 S. Eastern Ave., Suite 260P, Las Vegas, NV

89123

(Address of principal executive offices)

(Zip Code)

 

 

(702) 879-8565

(Registrant's telephone number, including area code)

 

 

 

(Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  

Yes [X]   No [   ]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [   ]   No [X]


Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:


Large accelerated filer  [   ]

Accelerated filer                   [   ]

Non-accelerated filer    [   ]  (Do not check if a smaller reporting company)

Smaller reporting company  [X]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [X]   No [   ]


Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:


Common Stock, $0.001 par value

99,450,000 shares

(Class)

(Outstanding as at November 14, 2012)




WHITE DENTAL SUPPLY, INC.



Table of Contents


 

Page

 

 

PART I - FINANCIAL INFORMATION

3

   Unaudited Financial Statements

3

      Condensed Balance Sheets

4

      Condensed Statements of Operations

5

      Condensed Statements of Cash Flows

6

      Notes to Condensed Financial Statements

7

   Management's Discussion and Analysis of Financial Condition and Results of Operation

10

   Controls and Procedures

13

PART II - OTHER INFORMATION

14

   Legal Proceedings

14

   Exhibits and Reports on Form 8-K

14

SIGNATURES

15














PART I - FINANCIAL INFORMATION


Unaudited Financial Statements


The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission ("Commission").  While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, which are included in the Company's December 31, 2011, Annual Report on Form 10-K, previously filed with the Commission on March 30, 2012.

























3



White Dental Supply, Inc.

(A Development Stage Company)

Condensed Balance Sheets



 

September 30,

 

December 31,

 

2012

 

2011

 

(unaudited)

 

(audited)

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

   Cash

$

105,865

 

$

1,378

   Deposit

 

-

 

 

30

      Total current assets

 

105,865

 

 

1,408

 

 

 

 

 

 

Fixed assets:

 

 

 

 

 

   Patent, net of accumulated amortization of $0

 

 

 

 

 

   as of 9/30/12 and 12/31/11

 

42,500

 

 

-

      Total fixed assets

 

42,500

 

 

-

 

 

 

 

 

 

Total assets

$

148,365

 

$

1,408

 

 

 

 

 

 

Liabilities and Stockholders’ Deficit

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

   Accounts payable

$

931

 

$

1,617

   Accrued interest

 

8,170

 

 

-

   Note payable - current

 

183,623

 

 

7,250

      Total current liabilities

 

192,724

 

 

8,867

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

   Notes payable - long term

 

4,000

 

 

-

      Total long-term liabilities

 

4,000

 

 

-

 

 

 

 

 

 

Total liabilities

 

196,724

 

 

8,867

 

 

 

 

 

 

Stockholders’ deficit

 

 

 

 

 

   Preferred stock, $0.001 par value, 100,000,000 shares

 

 

 

 

 

      authorized, no shares issued and outstanding

 

-

 

 

-

   Common stock, $0.001 par value, 100,000,000 shares

 

 

 

 

 

      authorized, 99,450,000 shares issued and outstanding

 

 

 

 

 

      as of 9/30/12 and 12/31/11

 

99,450

 

 

99,450

   Additional paid-in capital

 

78,350

 

 

70,950

   Deficit accumulated during development stage

 

(226,159)

 

 

(177,859)

Total stockholders’ deficit

 

(48,359)

 

 

(7,459)

 

 

 

 

 

 

Total liabilities and stockholders’ deficit

$

148,365

 

$

1,408



The accompanying notes are an integral part of these financial statements.




4



White Dental Supply, Inc.

(A Development Stage Company)

Condensed Statements of Operations

(Unaudited)



 

 

Three Months Ended

 

Nine Months Ended

 

Inception

 

 

September 30,

 

September 30,

 

(March 29, 2006) to

 

 

2012

 

2011

 

2012

 

2011

 

September 30, 2012

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

-

 

$

-

 

$

-

 

$

-

 

$

1,674

Cost of goods sold

 

 

-

 

 

-

 

 

-

 

 

-

 

 

1,386

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

-

 

 

-

 

 

-

 

 

-

 

 

288

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Officers compensation

 

 

-

 

 

-

 

 

10,000

 

 

1,254

 

 

21,254

   General and administrative expenses

 

 

18,580

 

 

3,447

 

 

30,080

 

 

12,207

 

 

116,733

      Total expenses

 

 

18,580

 

 

3,447

 

 

40,080

 

 

13,461

 

 

137,987

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before other expenses

 

 

(18,580)

 

 

(3,447)

 

 

(40,080)

 

 

(13,461)

 

 

(137,699)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Interest expense

 

 

(4,345)

 

 

-

 

 

(8,170)

 

 

-

 

 

(8,170)

      Total other expenses

 

 

(4,345)

 

 

-

 

 

(8,170)

 

 

-

 

 

(8,170)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before provision for income taxes

 

 

(22,925)

 

 

(3,447)

 

 

(48,250)

 

 

(13,461)

 

 

(145,869)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

-

 

 

(50)

 

 

(50)

 

 

(50)

 

 

(290)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(22,925)

 

$

(3,497)

 

$

(48,300)

 

$

(13,511)

 

$

(146,159)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   common shares outstanding - basic

 

 

99,450,000

 

 

99,450,000

 

 

99,450,000

 

 

99,450,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share - basic

 

$

(0.00)

 

$

(0.00)

 

$

(0.00)

 

$

(0.00)

 

 

 




The accompanying notes are an integral part of these financial statements.





5



White Dental Supply, Inc.

(A Development Stage Company)

Condensed Statements of Cash Flows

(Unaudited)



 

 

For the nine months ended

 

Inception

 

 

September 30,

 

(March 29, 2006) to

 

 

2012

 

2011

 

September 30, 2012

Operating activities

 

 

 

 

 

 

Net loss

 

$

(48,300)

 

$

(13,511)

 

$

(146,159)

Adjustments to reconcile net loss to

 

 

 

 

 

 

 

 

 

  net cash used by operating activities:

 

 

 

 

 

 

 

 

 

      Shares issued for services - related party

 

 

-

 

 

-

 

 

10,000

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

      Decrease in deposits

 

 

30

 

 

-

 

 

-

      Increase (decrease) in accounts payable

 

 

(686)

 

 

1,040

 

 

931

      Increase in accrued expenses

 

 

-

 

 

360

 

 

-

      Increase in accrued interest

 

 

8,170

 

 

-

 

 

8,170

Net cash used by operating activities

 

 

(40,786)

 

 

(12,111)

 

 

(127,058)

 

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

 

   Purchase of intellectual property

 

 

(42,500)

 

 

-

 

 

(42,500)

Net cash provided by investing activities

 

 

(42,500)

 

 

-

 

 

(42,500)

 

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

 

   Donated capital

 

 

7,400

 

 

10,000

 

 

42,800

   Proceeds from notes payable

 

 

180,373

 

 

2,250

 

 

191,623

   Issuances of common stock

 

 

-

 

 

-

 

 

45,000

Net cash provided by financing activities

 

 

187,773

 

 

12,250

 

 

275,423

 

 

 

 

 

 

 

 

 

 

Net increase in cash

 

 

104,487

 

 

139

 

 

105,865

Cash - beginning of the period

 

 

1,378

 

 

691

 

 

-

Cash - ending of the period

 

$

105,865

 

$

830

 

$

105,865

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures:

 

 

 

 

 

 

 

 

 

   Interest paid

 

$

-

 

$

-

 

$

-

   Income taxes paid

 

$

50

 

$

50

 

$

290

 

 

 

 

 

 

 

 

 

 

Non-cash transactions

 

 

 

 

 

 

 

 

 

   Shares issued for services - related party

 

$

-

 

$

-

 

$

10,000

   Number of shares issued for services - related party

 

 

-

 

 

-

 

 

90,000,000




The accompanying notes are an integral part of these financial statements.




6



White Dental Supply, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements


Note 1 - Basis of presentation


The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.


These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein.  It is suggested that these interim financial statements be read in conjunction with the audited financial statements of the Company for the period ended December 31, 2011 and notes thereto included in the Company's annual report on Form 10-K.  The Company follows the same accounting policies in the preparation of interim reports.


Results of operations for the interim periods are not indicative of annual results.


Note 2 - History and organization of the company


The Company was organized March 29, 2006 (Date of Inception) under the laws of the State of Nevada, as White Dental Supply, Inc.  The Company is authorized to issue 100,000,000 shares of its $0.001 par value common stock and 100,000,000 shares of its $0.001 par value preferred stock.


The business of the Company is to sell dental supplies and home safety products through direct marketing and via the internet.  The Company has limited operations and in accordance with ASC 915-10, “Development Stage Entities”, the Company is considered a development stage company.  


Note 3 - Going concern


The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company had an accumulated deficit of $226,159 as of September 30, 2012. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.


The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.





7



White Dental Supply, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements


Note 4 -Accounting Policies and Procedures


Basis of Presentation

The financial statements present the balance sheets, statements of operations and cash flows of the Company. The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.  


Use of estimates

The preparation of 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 revenue and expenses during the reporting period.  Actual results could differ from those estimates.


Loss per share

Net loss per share is provided in accordance with ASC 260-10, “Earnings per Share”.  Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period.  Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company had no dilutive common stock equivalents, such as stock options or warrants as of September 30, 2012.


Recent Accounting Pronouncements

The company evaluated all of the recent accounting updates and deemed that they would not have a material effect on the financial position, results of operations or cash flows of the Company.



Note 5 - Debt and interest expense


Through September 30, 2012, a non-affiliated third-party loaned the Company an aggregate of $7,250 in cash.  The note bears no interest and is due upon demand.  


On April 10, 2012, the Company issued a Promissory Note to one non-affiliated entity in the amount of $15,254.  The loan is due and payable in full on the earlier of April 9, 2013 or at the closing of a private placement offering that nets us a minimum of $2,000,000 in financing.  The loan bears an interest rate of 10% per annum, payable on maturity.  As of September 30, 2012, the principle balance owed on this loan is $15,254 and interest accrued thereupon was $723.  


On April 10, 2012, the Company issued a Promissory Note to one non-affiliated entity in the amount of $82,373.  The loan is due and payable in full on the earlier of April 9, 2013 or at the closing of a private placement offering that nets us a minimum of $2,000,000 in financing.  The loan bears an interest rate of 10% per annum, payable on maturity.  As of September 30, 2012, the principle balance owed on this loan is $82,373 and interest accrued thereupon was $3,904.


On April 10, 2012, the Company issued a Promissory Note to one non-affiliated entity in the amount of $74,746.  The loan is due and payable in full on the earlier of April 9, 2013 or at the closing of a private placement offering that nets us a minimum of $2,000,000 in financing.  The loan bears an interest rate of 10% per annum, payable on maturity.  As of September 30, 2012, the principle balance owed on this loan is $74,746 and interest accrued thereupon was $3,543.  


On July 25, 2012, the Company entered into an Intellectual Property Assignment Agreement.  (See note 8 to the financial statements for details concerning the Agreement).  In accordance with the terms and conditions contained therein, the Company has agreed to pay the Seller $8,000 in two installments:


1.

The first payment of $4,000 is due July 25, 2013, the first anniversary date of the Agreement, and is considered a current note payable.  

2.

The second and final payment of $4,000 is due July 25, 2014, the second anniversary date of the Agreement.  This second payment is considered a long-term note payable.  



8



White Dental Supply, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements


Note 6 - Stockholders’ deficit


The Company is authorized to issue 100,000,000 shares of its $0.001 par value common stock and 100,000,000 shares of its $0.001 par value preferred stock.


On June 18, 2008, the Board of Directors authorized and declared a forward stock split to be affected in the form of a stock dividend, whereby eight new shares of common stock will be issued for each one existing share of common stock that is outstanding as of June 18, 2008, resulting in a total of nine post-split shares for each pre-split share outstanding, payable on July 17, 2008.  All references to share and per share information in the financial statements and related notes have been adjusted to reflect the stock split on a retroactive basis.   


Through the September 30, 2012, the founding shareholder of the Company donated cash in the amount of $42,800.  The entire amount is considered donated capital and recorded as additional paid-in capital.


As of September 30, 2012, there have been no other issuances of common stock.


Note 7 - Related party transactions


Since the inception of the Company, a shareholder, officer and director of the Company donated cash to the Company in the aggregate amount of $42,800.  This amount has been donated to the Company and is not expected to be repaid and is considered additional paid-in capital.


The Company does not lease or rent any property.  Office services are provided without charge by an officer and director of the Company.  Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.  The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities.  If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests.  The Company has not formulated a policy for the resolution of such conflicts.


Note 8 - Intellectual Property Assignment Agreement


On July 25, 2012, the Company entered into and closed an Intellectual Property Assignment Agreement (“Agreement”) by and between the Company and Mr. Sebastian Barr, an individual (“Seller”).  In accordance with the Agreement, the Company acquired certain patents, prototypes and technical information the Seller (“Assets”), pertaining to child safety devices.  In exchange for the Assets, the Company agreed to pay the Seller an aggregate of $42,500, pursuant to the following schedule:


1.

An initial payment of $10,000 paid to Sunbeam Packing Services, LLC upon execution of the Agreement;

2.

$24,500 paid to the Seller upon execution of the Agreement

3.

The balance of $8,000 shall be paid in two installments: $4,000 upon the first anniversary date of the Agreement and $4,000 upon the second anniversary date of the Agreement.


Additionally, the Company has agreed to pay to the Seller royalties of 2.5% of gross sales of products based on or directly derived from the Assets.  In the event the Company sells, assigns of otherwise transfers the Assets, the Company has agreed to pay the Seller 2.5% of the gross amount of the sale of the Assets.


Note 9 - Subsequent Events


The Company’s Management has reviewed all material events through the date of this report in accordance with ASC 855-10, and believes there are no material subsequent events to report.




9



Management's Discussion and Analysis of Financial Condition and Results of Operation


Forward-Looking Statements


This Quarterly Report contains forward-looking statements about White Dental Supply, Inc.’s business, financial condition and prospects that reflect management’s assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized.  If any of our management’s assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, White Dental Supply’s actual results may differ materially from those indicated by the forward-looking statements.


The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.


There may be other risks and circumstances that management may be unable to predict.  When used in this Quarterly Report, words such as,  "believes,"  "expects," "intends,"  "plans,"  "anticipates,"  "estimates" and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.


Management’s Discussion and Analysis


On April 3, 2012, we experienced a change of control.  Our founding shareholder, Mrs. Nancy White, sold her entire position, comprised of 92,500,000 of our common stock, to Frederick B. Lawrence, who was a third party at the time of the transaction, in a private transaction not involving the Company.  As a result of the sale of common stock, Mr. Lawrence became our majority shareholder, owning approximately 92.76% of our issued and outstanding common stock.  In connection and concurrent with the change of control, we elected new Directors and Officers and the previous Officers and Directors resigned their positions.  


On July 25, 2012, we entered into and closed an Intellectual Property Assignment Agreement (“Agreement”) with Mr. Sebastian Barr, an individual (“Seller”).  In accordance with the Agreement, we acquired certain patents, prototypes and technical information the Seller (“Assets”), pertaining to child safety devices.  In exchange for the Assets, we agreed to pay the Seller an aggregate of $42,500.


1.

An initial payment of $10,000 paid to Sunbeam Packing Services, LLC upon execution of the Agreement;

2.

$24,500 paid to the Seller upon execution of the Agreement

3.

The balance of $8,000 shall be paid in two installments: $4,000 upon the first anniversary date of the Agreement and $4,000 upon the second anniversary date of the Agreement.


Additionally, we agreed to pay to the Seller royalties of 2.5% of gross sales of products based on or directly derived from the Assets.  In the event we sell, assign of otherwise transfer the Assets, we agreed to pay the Seller 2.5% of the gross amount of the sale of the Assets.


Results of operations for the three months ended September 30, 2012 and 2011


We were incorporated in the State of Nevada on March 29, 2006.  We are a development stage company that sells dental supplies via direct sales to retail customers and industry participants, such as dental hygienists.  As a result of the July 25, 2012 Intellectual Property Assignment Agreement, we are also engaged in the child and home safety business.  During the three month periods ended September 30, 2012 and 2011, we did not generate any revenues, and therefore did not incur any costs associated with sales of products.  


For the three months ended September 30, 2012, we incurred operating expenses in the amount of $18,580, all of which is attributable to general and administrative expenses.  General and administrative fees primarily included general office expenses, accounting fees and professional fees related to maintaining our periodic filing requirements as a public reporting company.  In the comparable three month period ended September 30, 2011, we incurred $3,447 in operating expenses, all of which is attributable to general and administrative costs.  The increase year-over-year is primarily attributable to unique one-time charges for business consulting fees as we undertake a new line of products.



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In April 2012, we issued Unsecured Promissory Notes to three non-affiliated entities in the aggregate amount of $172,373.  These notes are due and payable in full on the earlier of April 9, 2013 or at the closing of a private placement offering that nets us a minimum of $2,000,000 in financing.  The notes bear an interest rate of 10% per annum, payable on maturity.  During the three months ended September 30, 2012, we recorded interest expense of $4,345 related to these notes.  In the comparable three month period ended September 30, 2011, there was no interest expense.


Without having generated revenues during the three month periods ended September 30, 2012 and 2011, we incurred net losses of $22,925 and $3,497, respectively.


Results of operations for the nine months ended September 30, 2012 and 2011


During the nine month periods ended September 30, 2012 and 2011, we did not generate any revenues, and therefore did not incur any costs associated with sales of products.  


In the nine month period ended September 30, 2012, total expenses were $40,080, $10,000 of which is due to compensation paid to an officer and $30,080 of which was used for general and administrative purposes.  Comparatively, total expenses in the nine month period ended September 30, 2011 was $13,461, of which general and administrative expenses were $12,207 and executive compensation was $1,254.  Accounting and consulting fees paid to third parties to maintain our public reporting requirements increased in the most recent nine month period ended September 30, 2012, compared to the comparable period ended September 30, 2011, as did consulting fees paid to third parties for business advice.


During the nine months ended September 30, 2012, interest expense was $8,170, related to the Promissory Notes entered into on April 10, 2012.  During the nine months ended September 30, 2011, we did not record any interest expense.


During the nine month periods ended September 30, 2012 and 2011, we recorded provisions for income taxes of $50 and $50, respectively, related to the minimum tax payable to the State of Arizona.  


We incurred a net loss in the amount of $48,300 during the nine months ended September 30, 2012.  In comparison, we incurred a $13,511 net loss during the nine months ended September 30, 2011.


Results of operations from our inception on March 29, 2006 to September 30, 2012


From the date of our inception, March 29, 2006, to September 30, 2012, we realized revenues of only $1,674.  After taking into account cost of goods sold in the amount of $1,386, we realized a gross profit of $288.  We are unable to forecast the amount, if any, of revenues we will generate for the foreseeable future.  We have no recurring customers and no source of guaranteed ongoing revenues.  We have experienced marked difficulty in generating sales.  


Aggregate operating expenses from our inception through September 30, 2012 were $137,987, of which $21,254 is related to compensation paid to executive officers and $116,733 in general and administrative expenses.  No development related expenses have been or will be paid to our affiliates.  We expect to continue to incur general and administrative expenses for the foreseeable future, although we cannot estimate the extent of these costs.  As a result of not having revenues and incurring ongoing expenses related to the implementation of our business, we have experienced net losses in all periods since our inception.  Since our inception, we have accumulated net losses in the amount of $146,159.  We anticipate incurring ongoing operating losses and cannot predict when, if at all, we may expect these losses to plateau or narrow.  We have not been profitable from our inception through September 30, 2012.  There is significant uncertainty projecting future profitability due to our history of losses, lack of revenues, and due to our reliance on the performance of third parties on which we have no direct control.  




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Liquidity


Over the past several years, our operations had been impaired by the state of the general economy. On April 10, 2012, we issued Unsecured Promissory Notes to three non-affiliated entities in the aggregate amount of $172,373.  The loans are due and payable in full on the earlier of April 9, 2013 or at the closing of a private placement offering that nets us a minimum of $2,000,000 in financing.  The loans bear interest at a rate of 10% per annum, payable on maturity.  


During the nine months ended September 30, 2012, officers donated $7,400 in cash to finance our operations.


As of September 30, 2012, we had $105,865 of cash on hand.  As a result of our July 25, 2012 Agreement to acquire certain intellectual property related to child safety devices, we are attempting to enter the market for child and home safety products.  To that end, we plan to use our cash to manufacture products based on the technology we acquired, accumulate sufficient inventory and develop and implement a sales and marketing strategy.  As of the date of this report, we have not undertaken any of those initiatives.


Plan of operation


On July 25, 2012, we entered into and closed an Intellectual Property Assignment Agreement (“Agreement”) with Mr. Sebastian Barr, an individual (“Seller”).  In accordance with the Agreement, we acquired certain patents, prototypes and technical information the Seller (“Assets”), pertaining to child safety devices.  The patented designs will allow us to produce a drawer safety latch that automatically stops the drawer, both when opening and closing the drawer.  The latch is a one-piece unit that does not require any hardware or fastening devices to install.


In exchange for the Assets, we agreed to pay the Seller an aggregate of $42,500, pursuant to the following schedule:


1.

An initial payment of $10,000 paid to Sunbeam Packing Services, LLC upon execution of the Agreement;

2.

$24,500 paid to the Seller upon execution of the Agreement

3.

The balance of $8,000 shall be paid in two installments: $4,000 upon the first anniversary date of the Agreement and $4,000 upon the second anniversary date of the Agreement.


Additionally, we agreed to pay to the Seller royalties of 2.5% of gross sales of products based on or directly derived from the Assets.  In the event we sell, assign of otherwise transfer the Assets, we agreed to pay the Seller 2.5% of the gross amount of the sale of the Assets.


We are actively engaged in locating firms that can potentially manufacture a quality product at a low cost-basis.  To date, we have not identified any specific manufacturers and have no agreements other than as disclosed herein.


Our management does not anticipate the need to hire additional full- or part- time employees over the next 12 months, as the services provided by our current officers and directors appear sufficient at this time.  Our officers and directors work for us on a part-time basis, and are prepared to devote additional time, as necessary.  We do not expect to hire any additional employees over the next 12 months.  


There are no known trends, events or uncertainties that have had or that are reasonably expected to have a material impact on our revenues from continuing operations.  


Our management does not expect to incur research and development costs.


We do not have any off-balance sheet arrangements.


We currently do not own any significant plant or equipment that we would seek to sell in the near future.  


We have not paid for expenses on behalf of our directors. Additionally, we believe that this fact shall not materially change.


We currently do not have any material contracts and or affiliations with third parties.



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Controls and Procedures


Evaluation of Disclosure Controls and Procedures


Our Principal Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the period covered by this Report. Based on that evaluation, it was concluded that our disclosure controls and procedures are not designed at a reasonable assurance level and are not effective to provide reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure


Changes in internal controls over financial reporting  


There were no changes in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.


Limitations on Effectiveness of Controls and Procedures


In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

















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PART II - OTHER INFORMATION


Legal Proceedings


We are not a party to any material legal proceedings.


Exhibits and Reports on Form 8-K


Exhibit Number

Name and/or Identification of Exhibit

 

 

3

Articles of Incorporation & By-Laws

 

 

 

(a) Articles of Incorporation *

 

 

 

(b) By-Laws *

 

 

10

Revolving Line of Credit Promissory Note **

 

 

31

Rule 13a-14(a)/15d-14(a) Certifications

 

 

 

(a) Frederick Lawrence

 

 

 

(b) Patrick Deparini

 

 

32

Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)

 

 

101

Interactive Data File

 

 

 

(INS) XBRL Instance Document

 

(SCH) XBRL Taxonomy Extension Schema Document

 

(CAL) XBRL Taxonomy Extension Calculation Linkbase Document

 

(DEF) XBRL Taxonomy Extension Definition Linkbase Document

 

(LAB) XBRL Taxonomy Extension Label Linkbase Document

 

(PRE) XBRL Taxonomy Extension Presenation Linkbase Document

 

 

 

 

*  Incorporated by reference herein filed as exhibits to the Company’s Registration Statement on Form SB-2 previously filed with the SEC on January 29, 2007, and subsequent amendments made thereto.

 

**  Incorporated by reference herein filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2009, previously filed with the SEC on November 16, 2009.








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SIGNATURES


Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


WHITE DENTAL SUPPLY, INC.

(Registrant)

 

Signature

Title

Date

 

 

 

/s/ Frederick B. Lawrence

President and

November 14, 2012

Frederick B. Lawrence

Chief Executive Officer

 

 

 

 

/s/ Patrick Deparini

Principal Financial Officer

November 14, 2012

Patrick Deparini

 

 

 

 

 

/s/ Patrick Deparini

Principal Accounting Officer

November 14, 2012

Patrick Deparini

 

 

















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