Strategic Dental Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[x] Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended March 31, 2013

-OR-

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934 for the transaction period from _________ to________

Commission File Number: 000-54717

Strategic Dental Management Corp.

(Exact name of Registrant in its charter)


Colorado		27-1340346
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

167 Penn Street

Washington Boro, Pennsylvania

17582

(Address of Principal Executive Offices

(Zip Code)

Registrant's Telephone Number,

Including Area Code:

(717) 215-9872

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

Yes [x] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerate filer, or a small reporting company as defined by Rule 12b-2 of the Exchange Act):


Large accelerated filer [ ]		Non-accelerated filer [ ]
Accelerated filer [ ]		Smaller reporting company [x]

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

The number of outstanding shares of the registrant's common stock, May 14, 2013: Common Stock – 5,108,500

TABLE OF CONTENTS

PART 1 – FINANCIAL INFORMATION



		Page
Item 1. Financial Statements (Unaudited)		5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		13
Item 3. Quantitative and Qualitative Disclosure About Market Risk		16
Item 4. Controls and Procedures		16

PART II – OTHER INFORMATION



Item 1. Legal Proceedings		17
Item 1A. Risk Factors		17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		17
Item 3. Defaults upon Senior Securities		17
Item 4. Mine Safety Disclosures		17
Item 5. Other Information		17
Item 6. Exhibits		17

SIGNATURES		18

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements included or incorporated by reference in this Quarterly Report on Form 10-Q, other than statements of historical fact, that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. These statements appear in a number of places, including, but not limited to “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements represent our reasonable judgment of the future based on various factors and using numerous assumptions and are subject to known and unknown risks, uncertainties and other factors that could cause our actual results and financial position to differ materially from those contemplated by the statements. You can identify these statements by the fact that they do not relate strictly to historical or current facts, and use words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “may,” “should,” “plan,” “project” and other words of similar meaning. In particular, these include, but are not limited to, statements relating to the following:


	•		projected operating or financial results, including anticipated cash flows used in operations;


	•		expectations regarding capital expenditures; and


	•		our beliefs and assumptions relating to our liquidity position, including our ability to obtain additional financing.

Any or all of our forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors including, among others:


	•		the loss of key management personnel on whom we depend;


	•		our ability to operate our business efficiently, manage capital expenditures and costs (including general and administrative expenses) and obtain financing when required; and


	•		our expectations with respect to our acquisition activity.

In addition, there may be other factors that could cause our actual results to be materially different from the results referenced in the forward-looking statements, some of which are included elsewhere in this Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Many of these factors will be important in determining our actual future results. Consequently, no forward-looking statement can be guaranteed. Our actual future results may vary materially from those expressed or implied in any forward-looking statements. All forward-looking statements contained in this Quarterly Report on Form 10-Q are qualified in their entirety by this cautionary statement. Forward-looking statements speak only as of the date they are made, and we disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q, except as otherwise required by applicable law.

Part 1 – Financial Information

STRATEGIC DENTAL MANAGEMENT CORP

(A Development Stage Company)

ITEM 1: FINANCIAL STATEMENTS

Consolidated Balance Sheets

See accompanying notes to consolidated financial statements

STRATEGIC DENTAL MANAGEMENT CORP

(A Development Stage Company

Consolidated Statements of Operations (Unaudited)


	Three Months Ended March 31, 2013	Three Months Ended March 31, 2012	From January 8, 2010 (Inception) to March 31, 2013
Revenue - related party	$ 1,200	$ 1,500	$ 22,404

Operating expenses
General and administrative	4,082	3,329	46,837
Total operating expenses	4,082	3,329	46,837

Loss from operations	(2,882)	(1,829)	(24,433)

Other income (expense)
Miscellaneous income	-	-	200
Interest expense	-	(93)	(563)
Total other income (expense)	-	(93)	(363)

Net loss	$ (2,882)	$ (1,922)	$ (24,796)

Net loss per common share - basic and diluted	$ (0.00)	$ (0.00)

Weighted average number of common shares outstanding - basic and diluted	5,108,500	4,988,500

See accompanying notes to consolidated financial statements

STRATEGIC DENTAL MANAGEMENT CORP

(A Development Stage Company

Consolidated Statement of Stockholders’ Equity (Unaudited)


	3/31/2013 (Unaudited)	December 31, 2012
Assets
Current assets
Cash	$ 567	$ 4,949
Total current assets	567	4,949

Total Assets	$ 567	$ 4,949

Liabilities and Stockholders' Equity
Current liabilities:
Accrued payables	$ 150	$ 1,650
Total current liabilities	150	1,650

Commitments and Contingencies (Note 8)

Stockholders' equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized; none issued and outstanding	-	-
Common stock, $0.001 par value, 45,000,000 shares authorized; 5,108,500 shares issued and outstanding, March 31, 2013 and December 31, 2012	5,109	5,109
Additional paid-in capital	20,104	20,104
Deficit accumulated during the development stage	(24,796)	(21,914)
Total stockholders' equity	417	3,299

Total Liabilities and Stockholders' Equity	$ 567	$ 4,949


	Common Stock, $0.001 Par Value Shares	Common Stock, $0.001 Par Value Amount	Additional Paid-in Capital	Deficit Accumulated During the Development Stage	Total Stockholders' Equity (Deficit)

Balance - January 8, 2010 (Inception)	-	$ -	$ -	$ -	$ -

Compensatory stock issuances	800,000	800	-	-	800

Sales of common stock	4,100,000	4,100	4,900	-	9,000

Net loss for the period	-	-	-	(7,866)	(7,866)

Balance - December 31, 2010	4,900,000	4,900	4,900	(7,866)	1,934

Sales of common stock	88,500	89	8,761	-	8,850

Net loss for the year	-	-	-	(4,661)	(4,661)

Balance - December 31, 2011	4,988,500	4,989	13,661	(12,527)	6,123

Note payable conversion	120,000	120	5,880	-	6,000

Debt relief	-	-	563	-	563

Net loss for the year	-	-	-	(9,387)	(9,387)

Balance - December 31, 2012	5,108,500	5,109	20,104	(21,914)	3,299

Net loss for the period	-	-	-	(2,882)	(2,882)

Balance - March 31, 2013 (Unaudited)	5,108,500	$ 5,109	$ 20,104	$ (24,796)	$ 417


	Three Months Ended March 31, 2013	Three Months Ended March 31, 2012	From January 8, 2010 (Inception) to March 31, 2013

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (2,882)	$ (1,922)	$ (24,796)
Changes in operating assets and liabilities:
Accounts receivable	-	-	(79)
Accrued payables	(1,500)	93	150
Write offs	-	-	642
Compensatory stock issuances	-	-	800
Net Cash Used In Operating Activities	(4,382)	(1,829)	(23,283)

CASH FLOWS FROM FINANCING ACTIVITIES:
Note payable - borrowing	-	-	6,000
Sales of common stock	-	-	17,850
Net Cash Provided By Financing Activities	-	-	23,850

Net increase in cash	(4,382)	(1,829)	567

Cash - Beginning of Period	4,949	12,455	-

Cash - End of Period	$ 567	$ 10,626	$ 567

SUPPLEMENTARY CASH FLOW INFORMATION:
Cash Paid During the Period for:
Taxes	$ -	$ -	$ -
Interest	$ -	$ -	$ -

Non-Cash Transactions:
In 2012 a related party lender converted a $6,000 note into 120,000 shares of common stock, and forgave $563 in accrued interest


Exhibit Number	Description of Exhibits
31	Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32	Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101	The following materials from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 formatted in XBRL (eXtensible Business Reporting Language): (i) Balance Sheet, (ii) Statement of Operations, (iii) Statements of Cash Flows, (iv) Statements of Stockholders Equity and (v) related notes to these financial statements, tagged as blocks of text.**


		STRATEGIC DENTAL MANAGEMENT CORP.


	By:	/s/ Austin Kibler
		Austin Kibler
		Chief Executive Officer
		(Principal Executive Officer
		and Principal Accounting Officer)

	Date:	May 14 , 2013