RDAR 10-Q Quarterly Report March 31, 2010 | Alphaminr
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RDAR 10-Q Quarter ended March 31, 2010

Balance Sheet
Cash Flow
Income Statement
Debt
10-Q 1 witd_10q.htm witd_10q.htm
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: March 31, 2010
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.)
11677 N. 91 ST Place, Scottsdale, AZ
85260
(Address of principal executive offices)
(Zip Code)
(480) 330-1922
(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 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 May 14, 2010)


WHITE DENTAL SUPPLY, INC.


Table of Contents












2

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 annual report on Form 10-K, previously filed with the Commission on March 30, 2010.











3

White Dental Supply, Inc.
(A Development Stage Company)
Condensed Balance Sheets


March 31,
December 31,
2010
2009
(unaudited)
(audited)
Assets
Current assets:
Cash
$ 785 $ 575
Deposit
30 30
Total current assets
815 605
Total assets
$ 815 $ 605
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable
$ 1,096 $ 566
Accrued expenses
120 -
Note payable
5,000 5,000
Total current liabilities
6,216 5,566
Total liabilities
6,216 5,566
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
99,450 99,450
Additional paid-in capital
51,250 45,750
Deficit accumulated during development stage
(156,101 ) (150,161 )
Total stockholders’ deficit
(5,401 ) (4,961 )
Total liabilities and stockholders’ deficit
$ 815 $ 605



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)

For the three months ended
Inception
March 31,
(March 29, 2006)
2010
2009
March 31, 2010
Revenue
$ - $ - $ 1,674
Cost of goods sold
- - 1,386
Gross profit
- - 288
Expenses:
Executive compensation
- - 10,000
General and administrative expenses
5,890 4,617 65,711
Total expenses
5,890 4,617 75,711
Operating loss
(5,890 ) (4,617 ) (75,423 )
Other expenses:
Impairment of inventory
- - (488 )
Total other expenses
- - (488 )
Loss before provision for income taxes
(5,890 ) (4,617 ) (75,911 )
Provision for income taxes
(50 ) (50 ) (190 )
Net loss
$ (5,940 ) $ (4,667 ) $ (76,101 )
Weighted average number of
common shares outstanding – basic
99,450,000 99,450,000
Net loss per share – basic
$ (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 three months ended
Inception
March 31,
(March 29, 2006)
2010
2009
March 31, 2010
Operating activities
Net loss
$ (5,940 ) $ (4,667 ) $ (76,101 )
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:
(Increase) in prepaid expenses and current deposits
- - (30 )
Increase in accounts payable
530 883 1,096
Increase in accrued expenses
120 - 120
Net cash used by operating activities
(5,290 ) (3,784 ) (64,915 )
Financing activities
Donated capital
5,500 - 15,700
Proceeds from notes payable
- 3,500 5,000
Issuances of common stock
- - 45,000
Net cash provided by financing activities
5,500 3,500 65,700
Net increase (decrease) in cash
210 (284 ) 785
Cash – beginning
575 976 -
Cash – ending
$ 785 $ 692 $ 785
Supplemental disclosures:
Interest paid
$ - $ - $ -
Income taxes paid
$ 50 $ 50 $ 190
Non-cash transactions:
Shares issued for services – related party
$ - $ - $ 10,000
Number of shares issued for services
- - 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
(Unaudited)

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 condensed or 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, 2009 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 through direct marketing and via the internet.  The Company has limited operations and in accordance with FASB 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 $76,101 as of March 31, 2010. 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.

In order to continue as a going concern, the Company will need, among other things, additional capital resources.  On August 19, 2009, the Company secured a Revolving Line of Credit for $25,000 with a non-related third-party entity, the terms of which are discussed in Note 5 – Debt and Interest Expense.  Nonetheless, the Company is significantly dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing.  There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

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
(Unaudited)

Note 4 – Accounting Policies and Procedures

Basis of Presentation
The financial statements present the balance sheets, statements of operations, stockholders’ deficit 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 FASB 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 March 31, 2010 and 2009.

Recent Accounting Pronouncements
In January 2010, the FASB issued Accounting Standards Update (ASU) 2010-01, “Equity (Topic 505-10): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force)”.  This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. This update is effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis.  The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued Accounting Standards Update (ASU) 2010-02, “Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary” . This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP.  It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP.  An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10).  For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160.  The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued Accounting Standards Update (ASU) 2010-6, “Improving Disclosures about Fair Value Measurements.” This update requires additional disclosure within the roll forward of activity for assets and liabilities measured at fair value on a recurring basis, including transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy and the separate presentation of purchases, sales, issuances and settlements of assets and liabilities within Level 3 of the fair value hierarchy. In addition, the update requires enhanced disclosures of the valuation techniques and inputs used in the fair value measurements within Levels 2 and 3.

The new disclosure requirements are effective for interim and annual periods beginning after December 15, 2009, except for the disclosure of purchases, sales, issuances and settlements of Level 3 measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010. As ASU 2010-6 only requires enhanced disclosures, the company does not expect that the adoption of this update will have a material effect on its financial statements.


8

White Dental Supply, Inc.
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)

Note 5 – Debt and interest expense

On November 13, 2008, a non-affiliated third party loaned the Company $1,500.  The note bears no interest and is due on demand.

On March 10, 2009, a non-affiliated third party loaned the Company $3,500.  The note bears no interest and is due on demand.

On August 19, 2009, the Company entered into a Revolving Line of Credit Promissory Note with a non-related, third party entity for a total of $25,000.  Any principal balance borrowed against the Note accrues interest at a rate of 10% per year.  The entire unpaid balance and interest accrued thereupon are due on December 31, 2011.  As of March 31, 2010, no monies have been borrowed again this line of credit and the outstanding balance is $0.

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 March 28, 2006, the Company issued 90,000,000 shares of its par value common stock as founders’ shares to an officer and director in exchange for services rendered in the amount of $10,000.

On April 7, 2006, the Company issued 2,250,000 shares of its par value common stock as founders’ shares to an officer and director in exchange for cash in the amount of $5,000.

On September 8, 2006, the founding shareholder of the Company donated cash in the amount of $5,000.  The entire amount is considered donated capital and recorded as additional paid-in capital.

On May 10, 2007, the Company completed a public offering, whereby it sold 7,200,000 shares of its par value common stock for total gross cash proceeds in the amount of $40,000.  Total offering costs related to this issuance was $500.

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 condensed financial statements and related notes have been adjusted to reflect the stock split on a retroactive basis.

Through the year ended December 31, 2009, the founding shareholder of the Company donated cash in the amount of $5,200. The entire amount is considered donated capital and recorded as additional paid- in capital.

On February 3, 2010, the founding shareholder donated cash in the amount of $5,500. The entire amount is considered donated capital and recorded as additional paid- in capital.

As of March 31, 2010, there have been no other issuances of common stock.


9

White Dental Supply, Inc.
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)

Note 7 – Related party transactions

The Company issued 10,000,000 shares of its no par value common stock as founders’ shares to an officer and director in exchange for services rendered in the amount of $10,000.

The Company issued 250,000 shares of its no par value common stock as founders’ shares to an officer and director in exchange for cash in the amount of $5,000.

Since the inception of the Company, a shareholder, officer and director of the Company donated cash to the Company in the aggregate amount of $15,700.  This amount has been donated to the Company, 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.




10

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

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.  During the three month periods ended March 31, 2010 and 2009, we did not generate any revenues, and therefore did not incur any costs associated with sales of products.  Since our inception on March 29, 2006 through March 31, 2010, we generated a total of $1,674 in sales.  Total cost of goods sold since our inception to March 31, 2010, is $1,386, resulting in a gross profit of $288 for a historical gross margin of approximately 17%.

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.  During the fiscal years 2009 and 2008, we have experienced marked difficulty in generating sales.  We believe our lack of revenues during these years is attributable to our lackluster internet experience and thus far ineffective marketing efforts, as well as an inability to secure inventory that is materially different and desirable than is readily available at the majority of retailers.

For the three months ended March 31, 2010, we incurred operating expenses in the amount of $5,890, all of which is attributable to general and administrative expenses, which is composed of general office expenses ($445), such as postage, supplies and printing, accounting fees ($4,825) and professional fees ($620) related to legal fees and filing periodic reports to maintain our status as a public reporting company.

In the comparable three month period ended March 31, 2009, we incurred $4,617 in operating expenses.  During the period, accounting fees were $3,500 or $1,325 higher than in the most recent quarter ended March 31, 2010.  Professional fees of $838 were $218 higher than the comparable three months ended March 31, 2010.  In addition to accounting and professional fees, we also incurred $279 in general office expenses.

From inception to March 31, 2010, our total operating expenses were $75,711, composed of general and administrative expenses of $65,711 and executive compensation of $10,000 paid in the form of 90,000,000 shares of common stock to Nancy White, an officer and director.  We expect to continue to incur general and administrative expenses for the foreseeable future, although we cannot estimate the extent of these costs.

Our management periodically reviews current inventory on hand for obsolescence to determine whether there is any necessity to write down the inventory to its net realizable value.  Since our inception to March 31, 2010 we have recorded total inventory impairment of $488.

During the three months ended March 31, 2010 and 2009, we recorded provisions for income taxes of $50 and $50, respectively, related to the minimum tax payable to the State of Arizona.  For the period from our inception to March 31, 2010, we recorded total provisions for income taxes of $190.

11


As a result of our minimal revenues and incurring ongoing expenses related to the implementation of our business plan, we have experienced net losses in all periods since our inception on March 29, 2006.  In the period ended March 31, 2010, our net loss totaled $5,940, compared to a net loss of $4,667 in the comparable three months ended March 31, 2009.  Since our inception, we have accumulated net losses in the amount of $76,101.  We anticipate incurring ongoing operating losses and cannot predict when, if at all, we may expect these losses to plateau or narrow.  As a result of the foregoing, our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors’ report to the financial statements included in this annual report.  If our business fails, our investors may face a complete loss of their investment.

On August 19, 2009, the Company entered into a Revolving Line of Credit Promissory Note with a non-related, third party entity for a total of $25,000.  Any principal balance borrowed against the Note accrues interest at a rate of 10% per year.  The entire unpaid balance and interest accrued thereupon are due on December 31, 2011.  Since the financing is structured as a loan, we must generate sufficient revenues with which to repay any amount borrowed.  As a result of securing this financing source, we have been mapping out our strategy to accomplish the following:

Stage 1 – Seek New Inventory: It is our goal to acquire a mix of products that generate high sales volume, such as toothpaste and dental floss, thus driving traffic through our proposed revamped web presence.  Once we are able to generate traffic and sales volume, we will seek out products that carry higher gross margins, such as electric toothbrushes and dentist-grade teeth-whitening kits.  This two-step approach will likely lengthen our profitability horizon, but it is management’s belief that this will build name recognition and equity, thereby driving customer loyalty and repeat purchases.  We expect to begin purchasing saleable inventory items during the second and third quarters of 2010.

Stage 2 – Develop Web Strategy :  We received minimal orders through our prior website.  We have determined it to be in our best interest to hire an experienced Internet consulting firm to not only redesign or update our existing website, but to also advise us on how to better market our site for increased traffic.  As of the date of this report, we have not yet engaged a firm to provide such services to us.  We expect to spend between $5,000 and $10,000 on this proposed effort.

Unfortunately, despite having secured a line of credit for $25,000, there is no guarantee of success of any or all of our planned initiatives.  Our management is treading carefully to assure that we do not borrow unnecessary funds or spend any borrowed funds without identifying a repayment horizon.  If we are unable to generate cash flows with which to repay the line of credit, or if we require additional capital to maintain or expand our operations, we may need to sell additional equity or debt securities, which may be on terms unfavorable to us.

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.


12

Controls and Procedures

Management’s Report On Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

1.
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

2.
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

3.
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process.  Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of March 31, 2010, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments.  Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.  This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matter involving internal controls and procedures that our management considered to be a material weakness under the standards of the Public Company Accounting Oversight Board was:

Lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and

The aforementioned material weakness was identified by our Chief Executive Officer in connection with the review of our financial statements as of March 31, 2010.  Management believes that the lack of a functioning audit committee did not have an effect on our financial results.  However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.


13

Management’s Remediation Initiatives

In an effort to remediate the identified material weakness and enhance our internal controls, we plan to establish a formal audit committee of the Board of Directors.  We are also seeking at least one additional person to serve as an outside Director, as well as sit on the audit committee, thereby providing oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

Changes in internal controls over financial reporting

There was no change 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.












14

PART II – OTHER INFORMATION

Unregistered Sales of Equity Securities

On March 28, 2006, we issued 10,000,000 shares of our common stock to Nancy White, our founding shareholder and an officer and our sole director.  This sale of stock did not involve any public offering, general advertising or solicitation.  The shares were issued in exchange for services performed by the founding shareholder on our behalf in the amount of $10,000.  Mrs. White received compensation in the form of common stock for performing services related to the formation and organization of our Company, including, but not limited to, designing and implementing a business plan and providing administrative office space for use by the Company; thus, these shares are considered to have been provided as founder’s shares.  Additionally, the services are considered to have been donated, and have resultantly been expensed and recorded as a contribution to capital.  At the time of the issuance, Mrs. White had fair access to and was in possession of all available material information about our company, as she is the sole officer and director of White Dental Supply, Inc.  The shares bear a restrictive transfer legend.  On the basis of these facts, we claim that the issuance of stock to our founding shareholder qualifies for the exemption from registration contained in Section 4(2) of the Securities Act of 1933.

In March 2006, we sold 250,000 shares of our common stock to Nancy White, our founding shareholder.  The shares were issued for total cash in the amount of $5,000.  The shares bear a restrictive transfer legend.  At the time of the issuance, Mrs. White had fair access to and was in possession of all available material information about our company, as she is the sole officer and director of White Dental Supply, Inc.  The shares bear a restrictive transfer legend.  On the basis of these facts, we claim that the issuance of stock to our founding shareholder qualifies for the exemption from registration contained in Section 4(2) of the Securities Act of 1933.

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) Nancy White
(b) Michael White
32
Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)
*  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.








15


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/ Nancy White
President and
May 14, 2010
Nancy White
Chief Executive Officer
/s/ Michael White
Chief Financial Officer
May 14, 2010
Michael White
/s/ Michael White
Chief Accounting Officer
May 14, 2010
Michael White








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