Attached files

file filename
EX-23.1 - ACCOUNTANTS CONSENT - Quest Water Global, Inc.fs1a4ex23i_rpmdental.htm
EX-5.1 - LEGAL OPINION - Quest Water Global, Inc.fs1a4ex5i_rpmdental.htm
 


SECURITIES AND EXCHANGE COMMISSION
 
==================================
 
AMENDMENT NO. 4
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
==================================
 
RPM Dental, Inc.
(Exact Name of Small Business Issuer in its Charter)
 
Delaware
8000
27-1994359
(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)
 
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
 
 
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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
 
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 12b­2 of the Exchange Act.
 
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x
 
 
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
The information contained in this report, including in the documents incorporated by reference into this report, includes some statement that are not purely historical and that are “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our and their management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations, and the expected impact of the Share Exchange on the parties’ individual and combined financial performance. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
 
The forward-looking statements contained in this report are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the following forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions.
 
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     $ 3.54  
 
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  April   , 2011
 
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.
   
 
 
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  April  , 2011
 
 
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.
 
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:   April  , 2011
 
 
 
TABLE OF CONTENTS
 
 
    PAGE
      1
      2
      3
      6
      6
      6
      6
      7
      8
      9
      9
      9
      11
      11
      12
     F-1
      13
      13
      16
      17
 
 
Please read this prospectus carefully. It describes our business, our financial condition and results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision.
 
 
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. Our subsidiary commenced operations as a consulting and marketing company for dentists. RPM Dental Systems, LLC was formed to help medical and other professionals educate their patients via the internet. The parent company, RPM Dental Inc., will focus on assisting dentists in marketing their practice and reaching out to potential patients using the internet and wireless media.  RPM Dental Systems, LLC became our wholly owned subsidiary in connection with our desire to expand, raise money and become a publicly traded company. Our website addresses are www.rpmdental.com and 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 for the formation of the Corporation and facilitation of the acquisition of RPM Systems, LLC as our wholly owned subsidiary. 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.
 
 
 
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, 2010 is derived from our audited financial statements.
 
   
For the Period Ending December 31, 2010
 
STATEMENT OF OPERATIONS
     
Revenues
 
$
  5,000
 
Cost of revenues
   
5,038
 
Professional Fees
   
18,875
 
General and Administrative Expenses
   
9,556
 
Net Loss
   
(28,469)
 
 
   
As of 
December 31,
2010
 
BALANCE SHEET DATA
     
Cash
 
$
16,542
 
Total Assets
   
16,542
 
Total Liabilities
   
-
 
Stockholders’ Equity
   
16,542
 
 
 
   
 
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.
 
 
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.
  
WE MAY INCUR SIGNIFICANT COSTS TO BE A PUBLIC COMPANY TO ENSURE COMPLIANCE WITH UNITED STATES CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE ABLE TO ABSORB SUCH COSTS.
 
We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, we may not be able to absorb these costs of being a public company which will negatively affect our business operations.
 
THE LACK OF PUBLIC COMPANY EXPERIENCE OF OUR MANAGEMENT TEAM COULD ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE REPORTING REQUIREMENTS OF U.S. SECURITIES LAWS.
 
Our management team lacks public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our senior management has never had responsibility for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including the establishing and maintaining internal controls over financial reporting.  Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934 which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company. 
 
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.
 
WE ARE NOT REQUIRED TO FILE PROXY STATEMENTS PURSUANT TO THE SECURITIES EXCHANGE ACT of 1934, WHICH MAY IMPEDE YOUR ABILITY TO OBTAIN INFORMATION ABOUT OUR BUSINESS AND OPERATIONS.
 
Upon effectiveness of this registration statement we will be subject to Section 15(d) of the Exchange Act unless we file a Form 8A to register our common stock under Section 12 of the Securities Exchange Act of 1934. Pursuant to section 15(d) we are not required to file proxy statements. Proxy statements may be useful to investors in assessing corporate business decisions such as how management is paid and potential conflict-of-interest issues with auditors. Proxy statements may include but are not limited to:
 
·  
Voting procedure and information;
 
·  
Background information about the company's nominated directors including relevant history in the company or industry, positions on other corporate boards, and potential conflicts of interest;
 
·  
Board compensation;
 
·  
Executive compensation, including salary, bonus, non-equity compensation, stock awards, options, and deferred compensation. Also, information is included about perks such as personal use of company transportation, travel, and tax gross-ups. Many companies will also include pre-determined payout packages if an executive leaves the company; and
 
·  
Who is on the audit committee, as well as a breakdown of audit and non-audit fees paid to the auditor;
 
We are subject to section 15(d) of the Exchange Act. We may never file a Form 8A to register our common stock under Section 12 of the Securities Exchange Act of 1934.  If we do not file a Form 8A, we are not required to file proxy statements and it may impede your ability to obtain information about our business and operations which may have a negative effect on your 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.
 
 
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 April 18 , 2011 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.
 
 
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%
 
 
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:
 
ordinary brokers transactions, which may include long or short sales,
transactions involving cross or block trades on any securities or market where our common stock is trading, market where our common stock is trading,
through direct sales to purchasers or sales effected through agents,
through transactions in options, swaps or other derivatives (whether exchange listed of otherwise), or exchange listed or otherwise), or
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 $20,000.
 
Notwithstanding anything set forth herein, no FINRA member will charge commissions that exceed 8% of the total proceeds of the offering.
 
 
 
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.
 
 
 
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.
 
Our proceeds from the Regulation D offering totaled $30,500. Our initial cost of becoming a public company is approximately $20,002.  We have monthly expenses of approximately $2,500. We generate monthly revenue of approximately $500.
 
 
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. Our subsidiary commenced operations as a consulting and marketing company for dentists. RPM Dental Systems, LLC was formed to help medical and other professionals educate their patients via the internet. The parent company, RPM Dental Inc., will focus on assisting dentists in marketing their practice and reaching out to potential patients using the internet and wireless media. RPM Dental Systems, LLC became our wholly owned subsidiary in connection with our desire to expand, raise money and become a publicly traded company. Our website addresses are www.rpmdental.com and  www.outrankmydentalcompetition.com.
 
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.

Business Model
 
Our business model is to target all dentists across America through our websites www.rpmdental.com and www.outrankmydentalcompetition.com. We generate revenue by offering traditional marketing plans targeted to our client’s locale and online marketing plans in which our client’s services can be optimized online through Search Engine Marketing (“SEM”). We plan to attract dentists through our website and online advertising, in addition to word of mouth referrals at dental conferences and conventions. As our good will grows, we will research and consider joint venture and affiliate opportunities with dental consultants, dental newsletter writers, and dental business brokers. 
 
Business Development
 
The core of our business is to offer marketing services to dentists through our websites. Although still under construction at this time, customers buy our services and learn about our business by viewing both of our web sites located at www.rpmdental.com. and www.outrankmydentalcompetition.com.
www.rpmdental.com
We implement our Responsive Patient Marketing campaign (“RPM”) by initiating a consultation between our clients and a Dental Marketing Consultant. After the initial consultation we create a unique marketing plan for our client’s practice. We work with our clients to identify key demographics about their existing patient base, and whether or not they are best utilizing marketing materials that are currently in use by their business. We also localize our client’s practice by making sure that all their marketing materials are targeted to their local area. Since each locale is different, our research will include ways to attract customers by incorporating what we learn about their local area. In order to obtain the most favorable results for our clients, we develop a step-by-step marketing plan for their business, which highlights the roles of our team and our clients in marketing their practice. This service was announced to the public in December 2009 and has been in operation for over 9 months.
www.outrankmydentalcompetition.com
The goal of www.outrankmydentalcompetition.com is to optimize web page rankings for dentists across the country on search engines such as www.google.comwww.yahoo.com; and www.bing.com.  Our goal is to elevate dental practices to the top of the online rankings to noticeably increase their visibility and business. Our unique approach to optimize our client web pages and services is to create a video campaign which includes:
 
·  
Two custom videos: We create two videos promoting our clients unique practice and distribute it to appropriate sources.
·  
Strategic, localized keyword selection: We determine and purchase keyword phrases focused on our client’s specific local market, using our "competition domination" keyword study method.
·  
First page ranking: Our clients practice lands on page one, under those keyword terms for their practice.
The services that are included in our online web page optimization plan include:
 
·  
Video Preproduction Phase: We build a client-specific HD photo collection and conduct keyword research and analysis.
·  
Video Production Phase: We write and record voice tracks as well as mp3 music tracks to create a customized video slideshow that elegantly promote our client’s businesses.
 
·  
Video Pre-distribution: We prepare 63 authority channels for media distribution and create a custom YouTube channel for our client’s practice.
 
·  
Video Distribution Phase: We conduct manual upload tests to verify successful video builds and set video distribution engines to autopilot mode. Additionally, we audit upload results and carefully monitor www.google.com for top 10 placement results.
 
·  
Results Phase: We mail our client their video on DVD, as well as printed ranking results.
 
By creating custom videos that promote our clients unique practice to patients and implementing a localized keyword selection for online search engines we optimize our client’s online marketing strategy and help them generate more business.

Competition
 
The services we offer to our clients are generally cheaper than those offered by our competitors. Further, unlike our competitors, we do almost all of the work for our clients, 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 patients about their practice. This will be accomplished by implementing a traditional marketing plan which focuses on our clients locale, and utilizing very high quality professionally produced video and print media.
 
We will market to dentists online with our websites and search engine advertising such as Google, Facebook, Bing, and 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 plan to advertise online and in hardcopy with e-zines, websites and magazines like www.DentalTown.com.
 
Our Director 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 plan to use our director’s contacts in the industry to help market our business operations.
 
Sales Strategy
 
RPM Dental's sales strategy is to utilize online marketing and websites to generate repeat, referral and 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 such as www.TheWealthyDentist.com and www.DentalInsiders.com, and offer affiliate and joint venture opportunities to rapidly grow sales.
 
In this section we outline our plan of operation for the remainder of the fiscal year and the first six (6) months of the next fiscal year.
 
Timeline Business Start-up:
 
Remainder of the fiscal year:
 
·  
Legal procedures including but not limited to filing papers of incorporation and SEC compliance.
·  
Obtaining all necessary licenses and permits
·  
Website development: finalize branding
·  
Establishing key people and points of contact
 
First six months of the next fiscal year:
 
·  
Purchase of materials: office hardware, software
·  
Start date for marketing activities
·  
Opening date for business
 
Task 1: Legal procedures: to fully establish RPM Dental as a web based business
·  
Open bank accounts and credit/debit Merchant, PayPal, and dental payment systems.
 
Task 2: Licenses and Permits
·  
Further business permits or licenses may not be required, but due diligence must be done.
 
Task 3: Website Development
·  
Establish workflow turnaround time for placing and receiving inquiries and orders from users; ensuring all linkages are fluid.
·  
Test and finalize methods of user interaction.
·  
Test and finalize implementation of branding with website.
 
 
Task 4: Work on Marketing Plan
·  
Decide initial marketing channels and strategy.
 
We believe our cash assets and the proceeds from the implementation of our sales strategy will satisfy our cash requirements for the remainder of the year and the first quarter of our next fiscal year.  If we do not generate sufficient revenue after the first quarter of our next fiscal year it may be necessary to raise additional funds to meet the expenditures required to operate our business. Specifically, we may need additional funds to market our website, maintain our domain name, update our web design and pay costs associated with being a public company. If it is necessary to raise additional funds we plan to conduct an additional private offering.
 
We do not anticipate initiating any material product research and development, material acquisition of plants and equipment, or material changes in the number of employees during the period covered in our plan of operations.
 
 
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 material terms or arrangements relating to our use of business offices between our Company and Pearson, Justice and Coffman and Dr. Laura Justice Sloan. Our director, Dr. Laura Justice Sloan of Pearson, Justice & Coffman DMD and Associates provides our office space at no cost.
 
 
Pursuant to Item 401 (f) of Regulation S-K there are no events that occurred during the past ten (10) years that are material to an evaluation of the ability or integrity of any director, person nominated to become a director or executive officer of the registrant:
 
·  
No petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
·  
The registrant has not been convicted in a criminal proceeding and is not named subject of a pending criminal proceeding
·  
Such registrant was not the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
o  
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
o  
Engaging in any type of business practice; or
o  
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
·  
Such registrant was not the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in Regulation S-K, Item 401 paragraph (f)(3)(i) entitled Involvement in Certain Legal Proceedings, or to be associated with persons engaged in any such activity;
·  
Such registrant was not found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
·  
Such registrant was not found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
·  
Such registrant was not the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
o  
Any Federal or State securities or commodities law or regulation; or
o  
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
o  
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
·  
Such registrant was not the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
 
 
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 April 18 , 2011, 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. As of April 18 , 2011, 1,525,000 shares of our common stock are 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.
 
 
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 and other information with the SEC. Upon effectiveness of this registration statement we will be subject to Section 15(d) of the Exchange Act and we will not be required to file proxy statements. Reports and other information along with this 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.

 

FINANCIAL STATEMENTS

RPM Dental, Inc.

December 31, 2010
 
 
 
Index  Page
   
   
Report of Independent Registered Public Accounting Firm F-1
   
Balance Sheet s as of December 31, 2010 and 2009  F-2
   
Statement s of Operations for the Year Ended December 31, 2010 and the Period From September 15, 2009 (inception) through December 31, 2010 and 2009  F-3
   
Statements of Cash Flows for the Year Ended December 31, 2010 and the Period From September 15, 2009 (inception) through December 31, 2010 and 2009  F-4
   
Statement of Changes in Stockholders’ Equity for the Period From  S eptember 15, 2009 (inception) through December 31, 2010  F-5
   
Notes to the Financial Statements  F-6- F-10
   
 
 
 

 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
To the Board of Directors
 
RPM Dental, Inc.
 
We have audited the accompanying balance sheets of RPM Dental, Inc. (a development stage company) as of December 31, 2010 and 2009 and the related statements of operations, changes in stockholders' equity, and cash flows for the periods then ended and the period from September 15, 2009 (inception) through December 31, 2010. 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 audits 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 audits provide 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, 2010 and 2009, and the results of its operations, changes in stockholders' equity and cash flows for the periods described above 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 3 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 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
/s/ M & K CPAs, PLLC
Houston, Texas
www.mkacpas.com
April 18, 2011
 
 
RPM DENTAL, INC.
 
CONSOLIDATED BALANCE SHEETS
 
AS OF DECEMBER 31, 2010 AND 2009
 
(DEVELOPMENT STAGE COMPANY)
 
             
ASSETS
 
December 31,
   
December 31,
 
   
2010
   
2009
 
             
CURRENT ASSETS
           
   Cash
  $ 16,542     $ 8,686  
   receivable
    -       -  
  Total current assets     16,542       8,686  
                 
TOTAL ASSETS
  $ 16,542     $ 8,686  
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
CURRENT LIABILITIES
               
   Accrued liabilities
  $ -     $ 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, 5,525,000 shares and
               
     4,000,000 shares issued and outstanding at December 31, 2010 and December 31, 2009, respectively
    6       4  
   Additional paid in capital
    80,494       39,996  
   Accumulated deficit during development stage
    (63,958 )     (35,489 )
Total stockholders' equity     16,542       4,511  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 16,542     $ 8,686  
 
 The accompanying notes are an integral part of these consolidated financial statements.
 
 
RPM DENTAL, INC.
 
STATEMENTS OF OPERATIONS
 
FOR THE YEAR ENDED DECEMBER 31, 2010
 
AND THE PERIOD FROM SEPTEMBER 15, 2009 (INCEPTION) THROUGH DECEMBER 31, 2009 AND 2010
 
(DEVELOPMENT STAGE COMPANY)
 
         
DEVELOPMENT STAGE
   
DEVELOPMENT STAGE
 
   
YEAR
   
SEPTEMBER 15, 2009
   
SEPTEMBER 15, 2009
 
   
ENDING
   
THROUGH
   
THROUGH
 
   
DECEMBER 31,
2010
   
DECEMBER 31,
2009
   
DECEMBER 31,
2010
 
                   
                   
REVENUE
  $ 5,000     $ 10,500     $ 15,500  
                         
COST OF REVENUE
    5,038       4,843       9,881  
                         
OPERATING EXPENSES
                       
Professional fees
    18,875       2,800       21,675  
General and administrative
    9,556       38,346       47,902  
Total operating expenses
    28,431       41,146       69,577  
                         
NET INCOME (LOSS)
  $ (28,469 )   $ (35,489 )   $ (63,958 )
                         
                         
                         
BASIC AND DILUTED EARNINGS PER SHARE
  $ (0.01 )   $ (0.01 )        
                         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
    4,459,589       4,000,000          
 
 The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-3

 
 
RPM DENTAL, INC.
 
CONSOLIDATED STATEMENTS OF CASH FLOW
 
FOR THE YEAR ENDED DECEMBER 31, 2009 AND 2010
 
AND SEPTEMBER 15, 2009 (INCEPTION) THROUGH DECEMBER 31, 2009 AND 2010
 
(DEVELOPMENT STAGE COMPANY)
 
         
DEVELOPMENT STAGE
   
DEVELOPMENT STAGE
 
   
JANUARY 1,
2010
   
SEPTEMBER 15, 2009
   
SEPTEMBER 15, 2009
 
   
THROUGH
   
THROUGH
   
THROUGH
 
   
DECEMBER 31,
2010
   
DECEMBER 31,
2009
   
DECEMBER 31,
2010
 
                   
                   
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
   Net income (loss) from continuing operations
  $ (28,469 )   $ (35,489 )   $ (63,958 )
                         
Change in assets and liabilities
                       
    (Increase) / Decrease in accounts receivable
    -       -       -  
    Increase / (Decrease) in accrued liabilities
    (4,175 )     4,175       -  
          Net cash used in operating activities
    (32,644 )     (31,314 )     (63,958 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
     Issuance of stock
    30,500       -       30,500  
     Capital contribution
    10,000       40,000       50,000  
          Net cash provided by financing activities
    40,500       40,000       80,500  
                         
NET INCREASE (DECREASE)  IN CASH AND CASH EQUIVALENTS
    7,856       8,686       16,542  
 
                       
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
    8,686       -       -  
 
                       
CASH AND CASH EQUIVALENTS - END OF PERIOD
  $ 16,542     $ 8,686     $ 16,542  
                         
SUPPLEMENTAL CASH FLOW INFORMATION
                       
Interest paid   $ -             $ -  
Income taxes paid   $ -             $ -  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
RPM SYSTEMS, LLC
 
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
 
FOR THE PERIOD FROM SEPTEMBER 15, 2009 (INCEPTION) THROUGH DECEMBER 31, 2010
 
                               
               
Additional
             
   
Common Stock
   
Paid-in
   
Accumulated
       
   
Shares
   
Amount
   
Capital
   
Deficit
   
Total
 
                               
Founders shares issued
    4,000,000     $ 4     $ (4 )   $ -     $ -  
Contribution of capital
    -       -       40,000       -       40,000  
Net loss
    -       -       -       (35,489 )     (35,489 )
Balance at December 31, 2009
    4,000,000     $ 4     $ 39,996     $ (35,489 )   $ 4,511  
Contribution of capital
    -       -       10,000       -       10,000  
Stock issuance
    1,525,000       2       30,498       -       30,500  
Net loss
    -       -       -       (28,469 )     (28,469 )
Balance at December 31, 2010
    5,525,000     $ 6     $ 80,494     $ (63,958 )   $ 16,542  
 
See the accompanying summary of accounting policies and notes to the financial statements
 
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 Systems considers revenue realized or realizable and earned when persuasive evidence of an arrangement exists, services have been provided, the seller’s price to the buyer is fixed or determinable, and collectability is reasonably assured. RPM charges a onetime, non refundable $1,500 “setup fee” for each new customer entering into an arrangement to provide marketing solutions services and is recognized when received . Our customers may choose to pay the non-refundable “setup fee” to us for: (i) the compiling of each customer’s clientele into a single, separate organized database, (ii) the creation of logos and pictures for the customer’s monthly newsletter, and (iii) the uploading of the pictures and logos created by us into the email template we construct for purposes of distributing the customer’s monthly newsletter. The one-time setup fee has stand alone value because our customers may prepare and distribute the monthly newsletter internally, utilizing the templates and database we have created for them. Alternatively, our customers may have us prepare and distribute their monthly newsletter in exchange for a monthly subscription fee.
 
In accordance with Securities and Exchange Commission Release No. SAB 104, Section f. entitled “non-refundable upfront fees”, the one-time non refundable setup fee has stand alone value because the terms, conditions, and amounts of these fees are not negotiated in conjunction with the pricing of all of the elements of the Company’s arrangement. Further, the customer would not ascribe a significantly lower, or perhaps no, value to elements ostensibly associated with the up-front fee in the absence of the registrant’s performance of other contract elements.  Here, the purchaser has its database compiled, logos and pictures created, and an e-mail template designed for its own use. The purchaser enters into no contractual arrangement with the Company and is not obligated to continue working with the Company after the setup fee is paid. The purchaser may use the product and services in connection with the setup fee on its own or hire a third party. As a result, the right, product and service conveyed in conjunction with the nonrefundable fee has utility to the purchaser separate and independent of the Company’s performance of the other products and services the Company provides. Therefore, in the absence of the Company’s continuing involvement under the arrangement, the customer still benefits from the set up services we can provide to them.
 
In addition, the terms of the arrangement require the customer to pay a monthly $250 “maintenance fee” that is adequate to cover the costs for the RPM e-mail newsletter service. This is a service that sends out newsletters to the customer’s clients. The monthly maintenance fees are recognized when received after the customer has agreed to the terms (including the cost), and when the customer’s clients have received the newsletter. Customers do not sign contracts and are charged on a month-to-month basis. None of our services are refundable, but can be cancelled at any time by the customer. Any additional fees charged to customers would relate to additional advertising services provided through the internet. These services also would be charged on a month-to-month basis. These criteria are assumed to have been met if a customer orders the advertising service, agrees to the price, the advertising service has been provided to the client, and RPM reasonably expects payment. There was no revenue from advertising services as of December 31, 2010.  There was no deferred revenue as of December 31, 2010 or 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, 2010 and 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
 
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 Systems had no common stock equivalents outstanding at December 31, 2010.  At December 31, 2010, there were 4,459,589 weighted average number of shares outstanding and the loss per share, both basic and diluted, was 0.00.
 
The Company did not grant any stock options or warrants during the period ended December 31, 2010 .
 
FINANCIAL INTRUMENTS
 
Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:
 
Level 1
 
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
 
Level 2
 
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
 
Level 3
 
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
 
The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, and amounts due to related parties.  Pursuant to ASC 820 and 825, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
 
 
RECENT ACCOUNTING PRONOUNCEMENTS

In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.”  The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010.  Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update.  The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.
 
In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.”  The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted.  The Company’s adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.
 
In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.
 
In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of ASU 2010-06 did not have a material impact on the Company’s financial statements.
 
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.

 
NOTE 2 – MAJOR CUSTOMERS
 
A major customer is a customer that represents 10% of the Company’s sales.

For the year ended December 31, 2010, RPM had five major customers representing 100% of the Company’s sales:  Dr. Matt Crowley, Dr. Max Love, Drs. Smith and Stahr, Dr. Dean Sperow, and Dr. Andrew Witaker, respectively.

RPM Dental’s Top 5 Major Customers in 2010

Major Client Name
 
Sales in 2010 (USD)
   
Percentage
 
             
Croley, Dr. Matt
    1,250.00       18.51 %
                 
Love, Dr. Max
    1,000.00       22.22 %
                 
Smith and Stahr, Drs
    750.00       11.11 %
                 
Sperow, Dr. Dean
    500.00       22.22 %
                 
Witaker, Dr. Andrew
    1,500.00       25.94 %
                 
Total
    5,000.00       100.00 %

NOTE 3 - GOING CONCERN
 
RPM Systems’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 $63,958 and has insufficient working capital to meet operating needs for the next twelve months as of December 31, 2010, all of which raise substantial doubt about RPM Systems’s ability to continue as a going concern.  The Company plans to add capital by selling stock after becoming public.
 
NOTE 4 - STOCKHOLDERS EQUITY
 
RPM Systems issued 4,000,000 shares of common stock (founder’s shares) on April 1, 2010 to the President and Director of the Company.

In September of 2010, the Company issued 1,525,000 shares of common stock at $0.02 per share  as a result of a private placement for $30,500 cash.
 
During 2009 we received a capital contribution totaling $40,000, of which $20,000 was contributed by Dr. Laura Justice our director, and $20,000 from Dr. Cheryl Pearson to fund our operating costs and continuing costs of being a public company. The individuals received no benefit and own no common stock.

During January of 2010, there was a $10,000 contribution of capital of which $5,000 was contributed by Dr. Laura Justice our director, and $5,000 from Dr. Cheryl Pearson to fund our operating costs and continuing costs of being a public company. The individuals received no benefit and own no common stock.

 
NOTE 5 – 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 2030 and are offset by a valuation allowance due to the uncertainty of profitable operations in the future. The net operating loss carryforward was $63,958 and $35,489 at December 31, 2010 and December 31, 2009, respectively. The significant components of the deferred tax asset as of December 31, 2010 and December 31, 2009 are as follows:
 
    December 31, 2010     December 31, 2009  
             
 Net operating loss carryforwards   $ (21,746 )   $ (10,647
 Valuation allowance                                                                        
21,746
      10,647  
 Net deferred tax asset    $ -     $ -  
                                                             
 
NOTE 6 – ADVANCES
 
Between January and August of 2010, the Company borrowed an aggregate of $15,834 from a non-affiliated third party. The loan was not in writing, bore no interest and was repayable on demand. On August 17, 2010, the Company repaid this loan.  Imputed interest is not considered to be material.
 
NOTE 7 – SUBSEQUENT EVENTS

Subsequent events were evaluated through the date of issuance , which is the date the statements were available to be issued.
 
 
 
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. Angela McSharry is the incorporation specialist who serves as our agent in Delaware. We operate our business through our wholly-owned subsidiary, RPM Dental Systems, LLC, a limited liability company formed in Kentucky on September 15, 2009. Our subsidiary commenced operations as a consulting and marketing company for dentists. RPM Dental Systems, LLC was formed to help medical and other professionals educate their patients via the internet. The parent company, RPM Dental Inc., will focus on assisting dentists in marketing their practice and reaching out to potential patients using the internet and wireless media. RPM Dental Systems, LLC became our wholly owned subsidiary in connection with our desire to expand, raise money and become a publicly traded company. Our website addresses are www.rpmdental.com and 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
 
December 31, 2010 compared to the Period Ended December 31, 2009
 
RPM had $5,000 of revenue for the year ending December 31, 2010 compared to $10,500 of revenue from September 15, 2009 (inception) through December 31, 2009. The entire $5,000 and $10,500, respectively , was earned from the initial set up fees charged for each new dentist who signed up for the consulting and marketing services. We had no formalized agreements with the dental practices relating to these services. The  $5,000 and $10,500, respectively , derived from initial setup fees consisted of $1,500 per dentist from a total of seven (7) dental practices. The set up fee was paid by the dentist for RPM Dental to create customized email templates, audit and load client lists into customer relationship management (“CRM”) databases and perform test launches of email educational content. We had a total of seven (7) dental practices which used our services. The loss of any one or more of these customers may have a material adverse effect on our revenues.
 
For the year ended December 31, 2010, RPM had costs of revenue of $5,038 compared to $4,843 for the period ended December 31, 2009,  attributable to software costs.
 
For the year ended December 31, 2010, RPM had professional fees of $18,875 compared to $2,800 for the period ended December 31, 2009. The professional fees consisted of $2,800 used to pay Infused Systems for consulting , as well as accounting and legal fees . The nature of these consulting fees consisted of internet marketing research which assisted with our ability to arrive at competitive price points for our service offerings. In addition, Infused Systems helped complete the integration of our email templates and databases into our email marketing and CRM system. We did not enter into any material agreements with Infusion Systems.
 
General and administrative expenses for the year ended December 31, 2010 were $9,556 compared to $38,346 for the period ended December 31, 2009 which mainly comprised of contract labor of $5,522 and $30,000, respectively. The contract labor was  57.78% and 78.24%  of the total general and administrative expenses, respectively.
 
In 2010, the Company spent $1,300 on design expenses which was 13.60% of the total general and administrative expenses. The remaining $2,734 comprised of office supplies and postage, bank service charges, and business licenses and taxes.
 
In 2009, the Company spent $2,424 on design, video production and photography which was  6.32% of the total general and administrative expenses. The remaining $17,480 of general and administrative expenses amounted to comprised of office supplies and postage, bank service charges, business licenses and taxes, copywriting services, and meals and entertainment. 
 
 
Liquidity
 
As of December 31, 2010 we had $16,542 in cash, which is unrestricted and available for short term demands.
 
We believe revenue from operations and our cash on hand will be sufficient to sustain operations on an ongoing basis over the next 6 months. In the event we are unable to sustain our operations through our revenues generated, we may request a capital contribution from our officers and directors. Our officers and directors are not obligated to make any capital contributions.
 
We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.
 
The following table sets forth a summary of our cash flows for the periods indicated:
 
   
January 1, 2010
Through
December 31, 2010
Net Cash used in Operating Activities
   
(32,644
Net Cash used in Investment Activities
   
0
 
Net Cash provided by Financing Activities
   
40,500
 
Net Increase in Cash and Cash Equivalents
   
7,856
 
Cash and Cash Equivalents, Beginning of Period
   
8,686
 
Cash and Cash Equivalents, End of Period
 
$
16,542
 
 
From January 1, 2010 through December 31, 2010
 
From January 1, 2010 through December 31, 2010, net cash used in operating activities was (32,644). From September 15, 2009 (Inception) through December 31, 2010 net cash used in operating activities was (63,958). The additional $31,314 cash used can be attributed to our net loss of $28,469 and decreases in accrued liabilities of $4,175.
 
From January 1, 2010 through December 31, 2010, net cash provided by financing activities was $40,500. From September 15, 2009 (Inception) through December 31, 2010, net cash provided by financing activities amounted to $80,500.  This change in net cash provided by financing activities can be attributed to a contribution of capital of $10,000 and stock issuances of $30,500.
 
Capital Resources
 
As of December 31, 2010 we have $ 16,542  cash on hand.
 
We will need to secure a minimum of $18,500 in funds to finance our business in the next 12 months, in addition to the funds which will be used to go and stay public, which funds will be used for business development and sales and marketing. However in order to become profitable we may still need to secure additional debt or equity funding. On July 30, 2010, we were able to raise additional funds from a Regulation D offering of our stock. We do not have any plans or specific agreements for new sources of funding, except for the anticipated additional paid in capital.
 
Our management is not obligated to be a resource of capital for the operations of our Company. We intend to use the capital raised in our July 30, 2010 offering and revenue from our business operations as our primary resource of capital. Mr. Morita and Dr. Justice will be the only employees initially as the company seeks contracts and the cost to support Mr. Morita and Dr. Justice will be minimal. Our employees have not been taking a salary from the company as of December in 2010.

Based upon the above, we believe that we have enough cash assets to support our daily operations for the remainder of the fiscal year and the first quarter of our next fiscal year while we are operating and producing revenues. However, if we are unable to satisfy our cash requirements we may be unable to proceed with our plan of operations.   At this time, we do not have any material commitments for capital expenditures and we do not anticipate the acquisition or upgrade of any significant equipment or other assets. Additionally , we do not expect any significant additions to the number of our employees. The foregoing represents our best estimate of our cash needs based on current planning and business conditions.  In addition, there may be a materially unfavorable effect on our capital resources if we are not successful in reaching our initial revenue targets. As a result , additional funds may be required and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we will suspend or cease operations. At this time, we are unaware of any material changes in the mix and relative cost of our capital resources.
 
We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.
 
 
 
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  April 18 , 2011 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 31, 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 has over two (2) years of business to business sales experience within the medical industry and demonstrated leadership and proven sales growth within that time. 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. Dr. Justice has over fifteen (15) years experience as an owner of a successful dental practice.  She is a member and board member of numerous local and national dental associations and she has extensive knowledge of the dental marketplace and many relationships which we believe will help to create growth opportunities for RPM Dental.
 
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.
 
 
 
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 for the company’s last completed fiscal year 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
2009
 
$
0
 
0
   
0
 
0
   
0
 
0
 
4*
 
$
4*
 
 
*The compensation earned or paid by the Company to its named officers and directors are in connection with the issuance of 4,000,000 common shares valued at $0.000001 per share.
 
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 April 18 , 2011.
 
Aggregated Option Exercises and Fiscal Year-End Option Value Table. There were no stock options exercised during period ending September 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.
 
 
 
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 April 18 , 2011 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  April 18 , 2011
 
 
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.
 
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  April 18 , 2011, 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:   April  , 2011
 
 
 
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.
 
 
 
 
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:
 
 
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
 
 
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.
  
  
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
 
* Previously filed with the Securities and Exchange Commissions as an exhibit to the Form S-1 Registration Statement on August 17, 2010.
 
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.
 
  
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 April 18 , 2011.
 
RPM DENTAL, INC.
 
By:
/s/Josh Morita
 
Josh Morita
 
Chairman of the Board of Directors,
Chief Executive Officer
Principal Financial Officer
Principal Accounting 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
Principal Accounting Officer
 
 

II-6