UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the fiscal year ended                 December 31, 2004
                                        ----------------------------------------

                                                         OR

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

        For the transition period from                   to
                                      -----------------        -----------------

                         Commission file number 0-23367

                     BIRNER DENTAL MANAGEMENT SERVICES, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                    COLORADO                                84-1307044
------------------------------------------------        -------------------
(State or other jurisdiction of incorporation or           (IRS Employer
                 organization)                          Identification No.)

   3801 EAST FLORIDA AVENUE, SUITE 508
            DENVER, COLORADO                                   80210
--------------------------------------------------      -------------------
(Address of principal executive offices)                     (Zip Code)

                  Registrant's telephone number: (303) 691-0680

Securities registered pursuant to Section 12(b) of the Act:

      Title of each class              Name of each exchange on which registered
----------------------------------     -----------------------------------------
             None.                                        None.


Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, without par value
--------------------------------------------------------------------------------
                                (Title of Class)

Indicate by check mark whether the Registrant (1) has 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes ____     No _X_


<PAGE>
The aggregate market value of the Registrant's voting stock held by
non-affiliates of the Registrant computed by reference to the last reported sale
price of its Common Stock as of June 30, 2004, the last business day of the
Registrant's most recent completed second fiscal quarter, was $10,995,204. This
calculation assumes that certain parties may be affiliates of the Registrant and
that 682,508 shares of Common Stock are held by non-affiliates. As of March 18,
2005, the Registrant had 1,183,048 shares of Common Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this Report (Items 10,11,12, 13 and 14)
is incorporated by reference from the Registrant's Proxy Statement to be filed
pursuant to Regulation 14A with respect to the annual meeting of shareholders
scheduled to be held on or about June 7, 2005.

                           FORWARD-LOOKING STATEMENTS

Statements contained in this Annual Report on Form 10-K ("Annual Report") of
Birner Dental Management Services, Inc. (the "Company"), which are not
historical in nature, are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements include statements in Items 1. and 2., "Business and Properties,"
Item 5., "Market for the Registrant's Common Equity and Related Stockholder
Matters" and Item 7., "Management's Discussion and Analysis of Financial
Condition and Results of Operations," regarding the intent, belief or current
expectations of the Company or its officers with respect to the development or
acquisition of additional dental practices and the successful integration of
such practices into the Company's network, recruitment of additional dentists,
funding of the Company's expansion, capital expenditures, payment or nonpayment
of dividends and cash outlays for income taxes.

Such forward-looking statements involve certain risks and uncertainties that
could cause actual results to differ materially from anticipated results. These
risks and uncertainties include regulatory constraints, changes in laws or
regulations concerning the practice of dentistry or dental practice management
companies, the availability of suitable new markets and suitable locations
within such markets, changes in the Company's operating or expansion strategy,
failure to consummate or successfully integrate proposed developments or
acquisitions of dental practices, the ability of the Company to manage
effectively an increasing number of dental practices, the general economy of the
United States and the specific markets in which the Company's dental practices
are located or are proposed to be located, trends in the health care, dental
care and managed care industries, as well as the risk factors set forth in Item
7. "Management's Discussion and Analysis of Financial Condition and Results of
Operations - Risk Factors," and other factors as may be identified from time to
time in the Company's filings with the Securities and Exchange Commission or in
the Company's press releases.


                                       2
<PAGE>

                     Birner Dental Management Services, Inc.
                                    Form 10-K
                                Table of Contents

<TABLE>
<CAPTION>
Part      Item(s)                                                                                                Page

<S>                                                                                                                 <C>
I.        1. and 2.   Business and Properties                                                                       4
                          General                                                                                   4
                          Dental Services Industry                                                                  4
                          Operations                                                                                5
                          Existing Offices                                                                          6
                          Patient Services                                                                          7
                          Dental Practice Management Model                                                          8
                          Payor Mix                                                                                 9
                          The Company Dentist Philosophy                                                            9
                          Expansion Program                                                                        10
                          Affiliation Model                                                                        11
                          Competition                                                                              13
                          Government Regulation                                                                    13
                          Insurance                                                                                15
                          Trademark                                                                                16
                          Facilities and Employees                                                                 16
          3.          Legal Proceedings                                                                            16
          4.          Submission of Matters to a Vote of Security Holders                                          16
II.       5.          Market for Registrant's Common Equity, Related
                      Stockholder Matters and Issuer Purchases of Equity
                      Securities                                                                                   17
          6.          Selected Financial Data                                                                      20
          7.          Management's Discussion and Analysis of Financial Condition and Results of
                      Operations                                                                                   21
          7A.         Quantitative and Qualitative Disclosures About Market Risk                                   38
          8.          Financial Statements and Supplementary Data                                                  39
          9.          Changes in and Disagreements with Accountants on Accounting and Financial
                      Disclosure                                                                                   65
          9A.         Controls and Procedures                                                                      65
III.      10.         Directors and Executive Officers of the Registrant                                           65
          11.         Executive Compensation                                                                       65
          12.         Security Ownership of Certain Beneficial Owners and Management                               65
          13.         Certain Relationships and Related Transactions                                               65
          14.         Principal Accountant Fees and Services                                                       65
IV.       15.         Exhibits, Financial Statement Schedules                                                      66

                      Signatures                                                                                   67

</TABLE>


                                       3
<PAGE>


                                     PART I

ITEMS 1. AND 2.   BUSINESS AND PROPERTIES.


General

The Company acquires, develops, and manages geographically dense dental practice
networks in select markets, currently including Colorado, New Mexico and
Arizona. With its 42 dental practices ("Offices") in Colorado and eight Offices
in New Mexico, the Company believes, based on industry knowledge and contacts,
that it is the largest provider of dental management services in Colorado and
New Mexico. The Company currently manages 56 Offices, of which 36 were acquired
and 20 were developed internally ("de novo Offices"). The Company provides a
solution to the needs of dentists, patients, and third-party payors by allowing
the Company's affiliated dentists to provide high-quality, efficient dental care
in patient-friendly, family practice settings. Dentists practicing at the
various locations provide comprehensive general dentistry services, and the
Company increasingly offers specialty dental services through affiliated
specialists.

Dental Services Industry

According to the Centers for Medicare and Medicaid Services ("CMS") dental
expenditures in the U.S. increased from $38.9 billion in 1993 to $74.3 billion
in 2003. CMS also projects that dental expenditures will reach approximately
$146.9 billion by 2014, representing an increase of approximately 98% over 2003
dental expenditures. The Company believes this growth is driven by (i) an
increase in the number of people covered by third-party payment arrangements and
the resulting increase in their utilization of dental services, (ii) an
increasing awareness of the benefits of dental treatments, (iii) the retention
of teeth into later stages of life, (iv) the general aging of the population, as
older patients require more extensive dental services, and (v) a growing
awareness of and demand for preventative and cosmetic services.

Traditionally, most dental patients have paid for dental services themselves
rather than through third-party payment arrangements such as indemnity
insurance, preferred provider plans or managed dental plans. More recently,
factors such as increased consumer demand for dental services and the desire of
employers to provide enhanced benefits for their employees have resulted in an
increase in third-party payment arrangements for dental services. Current market
trends, including the rise of third-party payment arrangements, have contributed
to the increased consolidation of practices in the dental services industry and
to the formation of dental practice management companies. The Company believes
that the percentage of people covered by third-party payment arrangements will
continue to increase due in part to the popularity of such arrangements.


















                                       4
<PAGE>

Operations

Location of Offices











[MAP INSERTED HERE]










































                                       5
<PAGE>

Existing Offices

As of the date of this Annual Report, the Company managed a total of 56 Offices
in Colorado, New Mexico, and Arizona. The following table identifies each
Office, the location of each Office, the date each Office was acquired or de
novo developed, and any specialty dental services offered at that Office in
addition to comprehensive general dental services:

<TABLE>
<CAPTION>
                                                                                    Date Acquired/      Specialty
Office Name                                Office Address                           Developed*           Services
-----------                                --------------                           --------------      ---------
<S>                                        <C>                                      <C>                 <C>
Colorado
    Boulder
      Perfect Teeth/Boulder                4155 Darley, #F                          September 1997
    Perfect Teeth/Folsom                   1840 Folsom, Suite 302                   April 1998              1
   Brighton
      Perfect Teeth/Brighton               530 East Bromley Lane, #100              November 2004*
   Castle Rock
      Perfect Teeth/Castle Rock            390 South Wilcox, Unit D                 October 1995
   Colorado Springs
      Perfect Teeth/Cheyenne Meadows       827 Cheyenne Meadows Road                June 1998*
    Perfect Teeth/Garden of the Gods       4329 Centennial Boulevard                July 1996*
    Perfect Teeth/South 8th Street         1050 South Eighth Street                 August 1998         1,2,3,4,5
    Perfect Teeth/Uintah Gardens           1768 West Uintah Street                  May 1996*
    Perfect Teeth/Union & Academy          5140 North Union                         September 1997
      Perfect Teeth/Woodman Valley         6914 North Academy Boulevard, Unit 1B    April 1998*
      Perfect Teeth/Powers                 5929 Constitution Avenue                 March 1999*             1
   Denver
     Perfect Teeth/64th and Ward           12650 West 64th Avenue, Unit J           January 1996*
     Perfect Teeth/88th and Wadsworth      8749 Wadsworth Boulevard                 September 1997       1,2,4,5
     Perfect Teeth/Arapahoe                7600 East Arapahoe Road, #311            October 1995
     Perfect Teeth/Bowmar                  5151 South Federal Boulevard, #G-2       October 1995
     Perfect Teeth/Buckley and Quincy      4321 South Buckley Road                  September 1997          1
     Perfect Teeth/Central Denver          1633 Fillmore Street, Suite 200          May 1996
     Perfect Teeth/East 104th Avenue       2200 East 104th Avenue, #112             May 1996                1
     Perfect Teeth/East Cornell            12200 East Cornell Avenue, # E           August 1996            2,5
     Perfect Teeth/East Iliff              16723 East Iliff Avenue                  May 1997
       Glendale Dental Group               4521 East Virginia Avenue                February 1999
       Perfect Teeth/Golden                17211 South Golden Road, #100            June 1999*
       Perfect Teeth/Green Mountain        13035 West Alameda Parkway               December 1998*
       Perfect Teeth/Highlands Ranch       9227 Lincoln Avenue, Suite 100           July 1999*              1
     Perfect Teeth/Ken Caryl               7660 South Pierce                        September 1997
     Perfect Teeth/Leetsdale               7150 Leetsdale Drive, #110A              March 1996*
       Mississippi Dental Group            11175 East Mississippi Avenue, #110      September 1998
     Perfect Teeth/Monaco and Evans        2121 South Oneida, Suite 321             November 1995        1,2,3,4
     Perfect Teeth/North Sheridan          11550 North Sheridan, #101               May 1996
       Perfect Teeth/Parker                11005 South Parker Road                  December 1998*          1
     Perfect Teeth/Sheridan and 64th Avenue5169 West 64th Avenue                    May 1996
     Perfect Teeth/Smoky Hill              20269 E. Smoky Hill Rd., Unit H          January 2005*
     Perfect Teeth/South Holly Street      8211 South Holly Street                  September 1997          5
     Perfect Teeth/Speer                   700 East Speer Boulevard                 February 1997
     Perfect Teeth/West 38th Avenue        7760 West 38th Avenue, #200              May 1996
     Perfect Teeth/West 120th Avenue       6650 West 120th Avenue, A-6              September 1997          3
       Perfect Teeth/West Jewell           8064 West Jewell                         April 1998
     Perfect Teeth/Yale                    7515 West Yale Avenue, Suite A           April 1997          1,2,3,4,5
   Fort Collins
       Perfect Teeth/South Fort Collins    1355 Riverside Avenue, Unit D            May 1996
   Greeley
       Perfect Teeth/Greeley               902 14th Street                          September 1997
   Longmont
       Perfect Teeth/Longmont              641 Ken Pratt Boulevard                  September 1997
   Loveland
       Perfect Teeth/ Loveland             3400 West Eisenhower Boulevard           September 1996
</TABLE>



                                       6
<PAGE>
<TABLE>
<CAPTION>
                                                                                    Date Acquired/      Specialty
Office Name                                Office Address                           Developed*           Services
-----------                                --------------                           --------------      ---------
<S>                                        <C>                                       <C>                  <C>
New Mexico
   Albuquerque
     Perfect Teeth/Alice                   5909 Alice NE                             February 1998
     Perfect Teeth/Candelaria              6101 Candelaria NE                        April 1997
       Perfect Teeth/Cubero Drive          5900 Cubero Drive NE, Suite E             September 1998          1
     Perfect Teeth/Four Hills              13140-E Central Avenue, SE                August 1997*
     Perfect Teeth/Fourth Street           5721 Fourth Street NW                     August 1997
     Perfect Teeth/Wyoming and Candelaria  8501 Candelaria NE, Suite D3              August 1997            1,3
    Rio Rancho
       Perfect Teeth/Rio Rancho             4500 Arrowhead Ridge Drive               July 1999*              1
    Santa Fe
       Perfect Teeth/Plaza Del Sol         720 St. Michael Drive, Suite O            May 1998*               1
Arizona
    Goodyear
       Perfect Teeth/Palm Valley           14175 West Indian School Bypass Road, #B6 March 2000*
     Mesa
       Perfect Teeth/Power & McDowell      2733 North Power Road, Suite 101          October 2000*
     Peoria
       Perfect Teeth/Olive                 10613 West Olive Avenue, Suite 201        September 2004*       1,2,3
     Scottsdale
       Perfect Teeth/Bell Road & 64th      6345 East Bell Road, Suite 1              July 1998             1,2,3
Street
        Perfect Teeth/Shea & 90th Street   9393 North 90th Street, Suite 207         September 1998
    Tempe
       Perfect Teeth/Elliot and McClintock 7650 S. McClintock Dr., #110              June 1999*
</TABLE>

(1)      Orthodontics
(2)      Periodontics
(3)      Oral Surgery
(4)      Pediatrics
(5)      Endodontics

The Offices typically are located either in shopping centers, professional
office buildings or stand-alone buildings. The majority of the de novo Offices
are located in supermarket-anchored shopping centers. The Offices have from four
to 16 treatment rooms and range in size from 1,200 square feet to 7,300 square
feet.

Patient Services

The Company seeks to develop long-term relationships with patients. A
comprehensive exam and evaluation is conducted during a patient's first visit.
Through patient education, the patients develop an awareness of the benefits of
a comprehensive, long-term dental care plan. The Company believes that it will
retain these patients longer and that these patients will have a higher
utilization of the Company's dental services including specialty, elective, and
cosmetic services.

Dentists practicing at the Offices provide comprehensive general dentistry
services, including crowns and bridges, fillings (including state-of-the-art
gold, porcelain and composite inlays/onlays), and aesthetic procedures such as
porcelain veneers and bleaching. In addition, hygienists provide cleanings and
periodontal services including root planing and scaling. If appropriate, the
patient is offered specialty dental services, such as orthodontics, oral surgery
pediatrics, endodontics and periodontics, which are available at certain of the
Company's Offices, as indicated on the table above. Affiliated specialists who
rotate through certain offices in the Company's existing markets provide these
services. The addition of specialty services is a key component of the Company's
strategy, as it enables the Company to capture revenue from services that
otherwise would be referred to non-affiliated providers. In addition, by
offering a broad range of dental services within a single practice, the Company
is able to distinguish itself from its competitors and realize operating
efficiencies and economies of scale through higher utilization of professionals
and facilities.



                                       7
<PAGE>

Dental Practice Management Model

The Company has developed a dental practice management model designed to achieve
its goal of providing personalized, high-quality dental care in a patient
friendly setting similar to that found in a traditional private practice. The
Company's dental practice management model consists of the following components:

Recruiting of Dentists. The Company seeks dentists with excellent skills and
experience, who are sensitive to patient needs, interested in establishing
long-term patient relationships and are motivated by financial incentives to
enhance Office operating performance. The Company believes that practicing in
its network of Offices offers dentists advantages over a solo or smaller group
practice, including relief from the burden of administrative responsibilities
and the resulting ability to focus almost exclusively on practicing dentistry.
Advantages to dentists affiliated with the Company also include the relief from
capital commitments, a compensation structure that rewards productivity,
employee benefits such as health insurance, a 401(k) plan, continuing education,
paid holidays and vacation, and payment of professional membership fees and
malpractice insurance. The Company's effort to recruit managing dentists is
primarily focused on dentists with three or more years of practice experience.
The Company typically recruits associate dentists graduating from residency
programs. It has been the Company's experience that many dentists in the early
stages of their careers have incurred substantial student loans. As a result,
they face significant financial constraints in starting their own practices or
buying into existing practices, especially in view of the capital-intensive
nature of modern dentistry.

The Company advertises for the dentists it seeks in national and regional dental
journals, local market newspapers, professional conferences and directly at
dental schools with strong residency programs. In addition, the Company has
found that its existing affiliated dentists provide a good referral source for
recruiting future dentists.

Training of Non-Dental Employees. The Company has developed a formalized
training program for non-dental employees, which is conducted by the Company's
staff. This program includes training in patient interaction, scheduling, use of
the computer system, office procedures and protocols, and third-party payment
arrangements. The Company also offers formalized mandatory training programs for
employees regarding the CFR Title 29 Occupational Safety and Health Act (OSHA),
CFR Title 40 Environmental Protection Agency, State dental practice law, State
local regulations and the Health Insurance Portability and Accountability Act
(HIPAA) to ensure compliance with government regulations. Additionally, the
Company encourages its employees to attend continuing education seminars as a
supplement to the Company's formalized training program. Company regional
directors also meet with the Company's senior management and administrative
staff to review pertinent and timely topics and generate ideas that can be
shared with all Offices. Management believes that its training program and on
going meetings with employees have contributed to an improvement in the
operations at its Offices.

Staffing Model. The Company's staffing model attempts to maximize profitability
in the Offices by adjusting personnel according to an Office's revenue level.
Staffing at mature Offices can vary based on the number of treatment rooms, but
generally includes one to three dentists, two to four dental assistants, one to
three hygienists, one to three hygiene assistants and two to five front office
personnel. Staffing at de novo Offices typically consists initially of one
dentist, one dental assistant and one front office person. As the patient base
builds at an Office, additional staff is added to accommodate the growth as
provided in the staffing model developed by the Company. The Company currently
has a staff of six regional directors in Colorado, one regional director for New
Mexico and one regional director for Arizona. These regional directors are each
responsible for between five to 13 Offices. In addition, there is one specialty
director who manages the Company's specialty practices. These directors oversee
operations, training and development of non-dental employees, recruiting and
work to implement the Company's dental practice management model.

Management Information Systems. The Company has a networked management
information system, which allows the Company to receive uniform data that can be
analyzed easily in order to measure and improve operating performance in the
Offices. The Company's system enables it to maintain on-line contact with each
of its Offices and allows the Company to monitor the Offices by obtaining
real-time data relating to patient and insurance information, treatment plans,
scheduling, revenues and collections. The Company provides each Office with
monthly operating and financial data, which is analyzed and used to improve the
Office's performance.

                                       8
<PAGE>

Advertising and Marketing. The Company seeks to increase patient volume at its
Offices from time to time through television, print advertising and other
marketing techniques. The Company's advertising efforts are primarily aimed at
increasing patient awareness and emphasize the high-quality care provided, as
well as the timely, individualized attention received from the Company's
affiliated dentists. During 2004, the Company significantly increased its
television and print advertising in the Colorado Springs, Colorado market and
its television advertising in the Denver, Colorado market.

Quality Assurance. The Company has designed and implemented a quality assurance
program for dental personnel, including a background check. Each affiliated
dentist is a graduate of an accredited dental program, and most State licensing
authorities require dentists to undergo annual training. The dentists and
hygienists practicing at the Offices obtain a portion of their required
continuing education through the Company's internal training programs.

Purchasing/Vendor Relationships. The Company has negotiated arrangements with a
number of its more significant vendors, including dental laboratory and supply
providers, to reduce per unit costs. By aggregating supply purchasing and
laboratory usage, the Company believes that it has received favorable pricing
compared to solo or smaller group practices. This system of centralized buying
and distribution on an as-needed basis reduces the storage of inventory and
supplies at the Offices.

Payor Mix

The Company's payors include indemnity insurers, preferred provider plans,
managed dental care plans, and uninsured cash patients. The Company seeks to
supplement its fee-for-service business with revenue derived from contracts with
capitated managed dental care plans. The Company negotiates the managed care
contracts on behalf of the professional corporations that operate the Offices
(the "P.C.s"), and the P.C.s enter into the contracts with the various managed
care plans.

Capitated managed dental care plans accounted for 23.1% of the Company's total
dental group practice revenue in 2004. During the years ended December 31, 2002,
2003, and 2004, the Company derived the corresponding percentages of total
dental group practice revenue from the following listed companies' capitated
managed dental care plans (includes capitation premiums and co-payments): Aetna
Healthcare was responsible for 6.6%, 6.9% and 8.0%, respectively, CIGNA Dental
Health was responsible for 6.3%, 6.7% and 6.9%, respectively, and Fortis
Benefits Insurance Company was responsible for 5.1%, 4.5% and 4.6%,
respectively.

The Company Dentist Philosophy

The Company seeks to develop long-term relationships with its dentists by
building the practice at each of its Offices around a managing dentist. The
Company's dental practice management model provides managing dentists the
autonomy and independence of a private family practice setting without the
capital commitment and without the administrative burdens such as
billing/collections, payroll, accounting, and marketing. This gives the managing
dentists the ability to focus primarily on providing high-quality dental care to
their patients. The managing dentist retains the responsibilities of team
building and developing long-term relationships with patients and staff by
building trust and providing a friendly, relaxed atmosphere in his or her
Office. The managing dentist exercises his or her own clinical judgment in
matters of patient care. In addition, managing dentists are economically
incented to improve the operating performance of their Offices, through a bonus
based upon the operating performance of the Office.


                                       9
<PAGE>

When the revenues of an Office justify expansion, associate dentists can be
added to the team. Associate dentists are typically recent graduates from
residency programs, and usually spend up to two years working with a managing
dentist. Depending on performance and abilities, an associate dentist may be
given the opportunity to become a managing dentist.

Expansion Program

Overview

Since its formation in May 1995, the Company has acquired 42 practices,
including five practices that have been consolidated with existing Offices and
one practice that was closed during 2004. Of those acquired practices (including
the five practices consolidated with existing Offices and the one practice
closed during 2004), 34 were located in Colorado, five were located in New
Mexico, and three were located in Arizona. Although the Company has acquired and
integrated several group practices, many of the Company's acquisitions have been
solo dental practices. The Company has developed 21 de novo Offices (including
one practice that was consolidated with an existing Office). In 2003, the
Company embarked on a strategy to increase revenues. The initiatives included
negotiating leases for de novo sites, expanding the specialty services side of
the business, evaluating potential acquisitions, aggressively recruiting
additional dentists and an expanded marketing plan. During 2004, the Company
opened two de novo offices; one in the Phoenix, Arizona market and one in the
Colorado market. In January 2005, the Company opened one de novo office in the
Denver, Colorado market. The Company also closed one existing under-performing
office in the Phoenix, Arizona market during 2004.

Capacity Utilization

         The Company expects to expand in existing markets by enhancing the
operating performance of its existing Offices. Enhancing operating performance
will principally be accomplished through the expansion of specialty services and
the aggressive recruitment of additional dentists and hygienists to further
utilize existing physical capacity in the Offices.

De Novo Office Developments

One method by which the Company enters new markets and expands its operations in
existing markets is through the development of de novo Offices. Five of the
Company's seven Colorado Springs Offices, eight of the Company's 35 Denver metro
area Offices, three of the Company's eight New Mexico Offices and four of the
Company's six Arizona Offices were de novo developments. The Company generally
locates de novo Offices in prime retail locations in areas where there is
significant population growth. These locations provide high visibility for the
Company's signage and easy walk-in access for its customers. Historically, the
Company has used consistent office designs, colors, logo and signage for each of
its de novo Offices.

On August 10, 2004, the Company entered into a contract to lease approximately
2,200 square feet of office space at a shopping center in Denver, Colorado for
the development of a de novo Office. This office opened in January 2005. During
2004, the Company signed leases for three additional de novo Offices in the
Phoenix, Arizona market. The company expects to open one of these three Offices
in the third quarter of 2005 and the other two Offices in the first quarter of
2006. The Company continues to evaluate other sites for de novo development and
expects to sign a lease for a de novo Office in the New Mexico market during
2005.


                                       10
<PAGE>

Acquisition Strategy

The Company identifies potential acquisition candidates through a variety of
means, including selected inquiries of dentists by the Company, direct inquiries
by dentists, referrals from other dentists, participation in professional
conferences and referrals from practice brokers. The Company seeks to identify
and acquire dental practices for which the Company believes application of its
dental practice management model will improve revenue and operating performance.

Affiliation Model

Relationship with Professional Corporations (P.C.s)

Each Dental Office is operated by a P.C., which is owned by one of four
different licensed dentists affiliated with the Company. The Company's
President, Mark A. Birner, DDS, is one of the four dentists and individually
owns 47 P.C.s. The Company has entered into agreements with the owners of the
P.C.s which provide that upon the death, disability, incompetence or insolvency
of the owner, a loss of the owner's license to practice dentistry, a termination
of the owner's employment by the P.C. or the Company, a conviction of the owner
for a criminal offense, or a breach by the P.C. of the Management Agreement (as
defined below) with the Company, the Company may require the owner to sell his
or her shares in the P.C. for a nominal amount to a third-party designated by
the Company. These agreements also prohibit the owner from transferring or
pledging the shares in the P.C.s except to parties approved by the Company who
agree to be bound by the terms of the agreements. Upon a transfer of the shares
to another party, the owner agrees to resign all positions held as an officer or
director of the P.C.

One licensed dentist who owns a P.C. operating an Office in Colorado has entered
into stock purchase, pledge and security agreements with the Company. Under this
agreement, if certain events occur including the failure to perform the
obligations under the employment agreement with the P.C., cessation of
employment with the P.C. for any reason, death or insolvency or directly or
indirectly causing the P.C. to breach its obligations under the Management
Agreement, then the Company may cause the P.C. to redeem the dentist's ownership
interest in the P.C. for an agreed price which is not considered to be material
by the Company. Two of the three directors of this P.C. are nominees of the
Company, and the dentist has given the Company's Chief Executive Officer, Fred
Birner, an irrevocable proxy to vote his shares in the P.C.

Management Agreements with Affiliated Offices

The Company derives all of its revenue from its management agreements with the
P.C.s (the "Management Agreements"). Under each of the Management Agreements,
the Company manages the business and marketing aspects of the Offices, including
(i) providing capital, (ii) designing and implementing marketing programs, (iii)
negotiating for the purchase of supplies, (iv) staffing, (v) recruiting, (vi)
training of non-dental personnel, (vii) billing and collecting patient fees,
(viii) arranging for certain legal and accounting services, and (ix) negotiating
with managed care organizations. The P.C. is responsible for, among other
things, (i) supervision of all dentists and dental hygienists, (ii) ensuring
compliance with all laws, rules and regulations relating to dentists and dental
hygienists, and (iii) maintaining proper patient records. The Company has made,
and intends to make in the future, loans to P.C.s in Colorado, New Mexico and
Arizona to fund their acquisition of dental assets from third parties in order
to comply with the laws of such states. Because the Company's financial
statements are consolidated with the financial statements of the P.C.s, these
loans are eliminated in consolidation.



                                       11
<PAGE>

Under the typical Management Agreement used by the Company, the P.C. pays the
Company a management fee equal to the Adjusted Gross Center Revenue of the P.C.
less compensation paid to the dentists and dental hygienists employed at the
Office of the P.C. Adjusted Gross Center Revenue is comprised of all fees and
charges booked each month by or on behalf of the P.C. as a result of dental
services provided to patients at the Office, less any adjustments for
uncollectible accounts, professional courtesies and other activities that do not
generate a collectible fee. The Company's costs include all direct and indirect
costs, overhead and expenses relating to the Company's provision of management
services at the Office under the Management Agreement, including (i) salaries,
benefits and other direct costs of Company employees who work at the Office,
(ii) direct costs of all Company employees or consultants who provide services
to or in connection with the Office, (iii) utilities, janitorial, laboratory,
supplies, advertising and other expenses incurred by the Company in carrying out
its obligations under the Management Agreement, (iv) depreciation expense
associated with the P.C.'s assets and the assets of the Company used at the
Office, and the amortization of intangible asset value relating to the Office,
(v) interest expense on indebtedness incurred by the Company to finance any of
its obligations under the Management Agreement, (vi) general and malpractice
insurance expenses, lease expenses and dentist recruitment expenses, (vii)
personal property and other taxes assessed against the Company's or the P.C.'s
assets used in connection with the operation of the Office, (viii) out-of-pocket
expenses of the Company's personnel related to mergers or acquisitions involving
the P.C., (ix) corporate overhead charges or any other expenses of the Company
including the P.C.'s pro rata share of the expenses of the accounting and
computer services provided by the Company, and (x) a collection reserve in the
amount of 5.0% of Adjusted Gross Center Revenue. As a result, substantially all
costs associated with the provision of dental services at the Office are borne
by the Company, other than the compensation of the dentists and hygienists who
work at the Offices of the P.C.s. This enables the Company to manage the
profitability of the Offices. Each Management Agreement is for a term of 40
years. Further, each Management Agreement generally may be terminated by the
P.C. only for cause, which includes a material default by or bankruptcy of the
Company. Upon expiration or termination of a Management Agreement by either
party, the P.C. must satisfy all obligations it has to the Company.

The Company plans to continue to use the current form of its Management
Agreement to the extent possible. However, the terms of the Management Agreement
are subject to change to comply with existing or new regulatory requirements or
to enable the Company to compete more effectively.

Employment Agreements

Most dentists practicing at the Offices have entered into employment agreements
or independent contractor agreements with a P.C. The majority of these
agreements can be terminated by either party without cause with 90 days notice.
The agreements typically contain non-competition provisions for a period of up
to three to five years following their termination within a specified geographic
area, usually a specified number of miles from the associated Office, and
restrict solicitation of patients and employees. The employment agreement for
one of the managing dentists who is also a shareholder of a P.C. has a term of
20 years and can only be terminated by the employer P.C. upon the occurrence of
certain events. If the employment of this managing dentist is terminated for any
reason, the employer P.C. has the right to redeem the shares of the P.C.
operating the Office, which are held by the managing dentist, for a nominal
price. Managing dentists receive compensation based upon a specified amount per
hour worked or a percentage of collections attributable to their work, or a
bonus based upon the operating performance of the Office, whichever is greater.
Associate dentists are compensated based upon a specified amount per hour worked
or a percentage of collections attributable to their work, whichever is greater.
Specialists are compensated based upon an hourly or monthly guarantee or a
percentage of collections attributable to their work, whichever is greater. The
P.C. with whom the dentist has entered into an employment agreement pays the
dentists' compensation.


                                       12
<PAGE>

Competition

The dental services industry is highly fragmented, consisting primarily of solo
and smaller group practices. The dental practice management segment of this
industry is highly competitive and is expected to become more competitive. In
this regard, the Company expects that the provision of multi-specialty dental
services at convenient locations will become increasingly more common. The
Company is aware of several dental practice management companies that are
operating in its markets, including Dental One, Bright Now, American Dental
Partners, Inc. and Dental Health Centers of America. Companies with dental
practice management businesses similar to that of the Company, which currently
operate in other parts of the country, may begin targeting the Company's
existing markets for expansion. Such competitors may have greater financial
resources or otherwise enjoy competitive advantages, which may make it difficult
for the Company to compete against them or to acquire additional Offices on
terms acceptable to the Company.

The business of providing general and specialty dental services is highly
competitive in the markets in which the Company operates. The Company believes
it competes with other providers of dental and specialty services on the basis
of factors such as brand name recognition, convenience, cost and the quality and
range of services provided. Competition may include practitioners who have more
established practices and reputations. The Company also competes against
established practices in the retention and recruitment of general dentists,
specialists, hygienists and other personnel. If the availability of such
individuals begins to decline in the Company's markets, it may become more
difficult to attract and retain qualified personnel to sufficiently staff the
existing Offices or to meet the staffing needs of the Company's planned
expansion.

Government Regulation

The practice of dentistry is regulated at both the state and federal levels, and
the regulation of health care-related companies is increasing. There can be no
assurance that the regulatory environment in which the Company or the P.C.s
operate will not change significantly in the future. The laws and regulations of
all states in which the Company operates impact the Company's operations but do
not currently materially restrict the Company's operations in those states. In
addition, state and federal laws regulate health maintenance organizations and
other managed care organizations for which dentists may be providers. In
connection with its operations in existing markets and expansion into new
markets, the Company may become subject to additional laws, regulations and
interpretations or enforcement actions. The laws regulating health care are
broad and subject to varying interpretations, and there is currently a lack of
case law construing such statutes and regulations. The ability of the Company to
operate profitably will depend in part upon the ability of the Company and the
P.C.s to operate in compliance with applicable health care regulations.

State Regulation

The laws of many states, including Colorado and New Mexico, permit a dentist to
conduct a dental practice only as an individual, a member of a partnership or an
employee of a professional corporation, limited liability company or limited
liability partnership. These laws typically prohibit, either by specific
provision or as a matter of general policy, non-dental entities, such as the
Company, from practicing dentistry, from employing dentists and, in certain
circumstances, hygienists or dental assistants, or from otherwise exercising
control over the provision of dental services. Under the Management Agreements,
the P.C.s control all clinical aspects of the practice of dentistry and the
provision of dental services at the Offices, including the exercise of
independent professional judgment regarding the diagnosis or treatment of any
dental disease, disorder or physical condition. Persons to whom dental services
are provided at the Offices are patients of the P.C.s and not of the Company.
The Company does not employ the dentists who provide dental services at the
Offices nor does the Company have or exercise any control or direction over the
manner or methods in which dental services are performed or interfere in any way
with the exercise of professional judgment by the dentists.


                                       13
<PAGE>

Many states, including Colorado, limit the ability of a person other than a
licensed dentist, to own or control dental equipment or offices used in a dental
practice. Some states allow leasing of equipment and office space to a dental
practice under a bona fide lease, if the equipment and office remain under the
control of the dentist. Some states, including Arizona and New Mexico, require
all advertisements to be in the name of the dentist. A number of states,
including Arizona, Colorado and New Mexico, also regulate the content of
advertisements of dental services. In addition, Colorado, New Mexico and
Arizona, and many other states impose limits on the tasks that may be delegated
by dentists to hygienists and dental assistants. Some states require entities
designated as "clinics" to be licensed, and may define clinics to include dental
practices that are owned or controlled in whole or in part by non-dentists.
These laws and their interpretations vary from state to state and are enforced
by the courts and by regulatory authorities with broad discretion.

Many states have fraud and abuse laws which are similar to the federal fraud and
abuse law described below, and which in many cases apply to referrals for items
or services reimbursable by any third-party payor, not just by Medicare and
Medicaid. A number of states, including Arizona, Colorado and New Mexico,
prohibit the submitting of false claims for dental services.

Many states, including Colorado and New Mexico, also prohibit "fee-splitting" by
dentists with any party except other dentists in the same Professional
Corporation or practice entity. In most cases, these laws have been construed to
apply to the practice of paying a portion of a fee to another person for
referring a patient or otherwise generating business, and not to prohibit
payment of reasonable compensation for facilities and services (other than the
generation of referrals), even if the payment is based on a percentage of the
practice's revenues.

In addition, many states have laws prohibiting paying or receiving any
remuneration, direct or indirect, that is intended to include referrals for
health care items or services, including dental items and services.

In addition, there are certain regulatory risks associated with the Company's
role in negotiating and administering managed care contracts. The application of
state insurance laws to third party payor arrangements, other than
fee-for-service arrangements, is an unsettled area of law with little guidance
available. As the P.C.s contract with third-party payors, on a capitation or
other basis under which the relevant P.C. assumes financial risk, the P.C.s may
become subject to state insurance laws. Specifically, in some states, regulators
may determine that the Company or the P.C.s are engaged in the business of
insurance, particularly if they contract on a financial-risk basis directly with
self-insured employers or other entities that are not licensed to engage in the
business of insurance. In Arizona, Colorado and New Mexico, the P.C.s currently
only contract on a financial-risk basis with entities that are licensed to
engage in the business of insurance and thus are not subject to the insurance
laws of those states. To the extent that the Company or the P.C.s are determined
to be engaged in the business of insurance, the Company may be required to
change the method of payment from third-party payors and the Company's revenue
may be materially and adversely affected.

Federal Regulation

Federal laws generally regulate reimbursement, billing and self-referral
practices under Medicare and Medicaid programs. Because the P.C.s currently
receive no revenue under Medicare or Medicaid, the impact of these laws on the
Company to date has been negligible. There can be no assurance, however, that
the P.C.s will not have patients in the future covered by these laws, or that
the scope of these laws will not be expanded in the future, and if expanded,
such laws or interpretations of the laws could have a material adverse effect on
the Company's business, financial condition and operating results.

Federal regulations also allow state licensing boards to revoke or restrict a
dentist's license in the event the dentist defaults in the payment of a
government-guaranteed student loan, and further allow the Medicare program to
offset overdue loan payments against Medicare income due to the defaulting
dentist's employer. The Company cannot assure compliance by dentists with the
payment terms of their student loans, if any.


                                       14
<PAGE>

Revenues of the P.C.s or the Company from all insurers, including governmental
insurers, are subject to significant regulation. Some payors limit the extent to
which dentists may assign their revenues from services rendered to
beneficiaries. Under these "reassignment" rules, the Company may not be able to
require dentists to assign their third-party payor revenues unless certain
conditions are met, such as acceptance by dentists of assignment of the payor
receivable from patients, reassignment to the Company of the sole right to
collect the receivables, and written documentation of the assignment. In
addition, governmental payment programs such as Medicare and Medicaid limit
reimbursement for services provided by dental assistants and other ancillary
personnel to those services which were provided "incident to" a dentist's
services. Under these "incident to" rules, the Company may not be able to
receive reimbursement for services provided by certain members of the Company's
Offices' staff unless certain conditions are met, such as requirements that
services must be of a type commonly furnished in a dentist's office and must be
rendered under the dentist's direct supervision and that clinical Office staff
must be employed by the dentist or the P.C. The Company does not currently
derive a significant portion of its revenue under such programs.

The operations of the Offices are also subject to compliance with regulations
promulgated by OSHA relating to such matters as heat sterilization of dental
instruments and the use of barrier techniques such as masks, goggles and gloves.
The Company incurs expenses on an ongoing basis relating to OSHA monitoring and
compliance.

During 2003, health care providers, including the Company, were required to
comply with the electronic data security and privacy requirements of HIPAA.
HIPAA delegates enforcement authority to the Centers for Medicare Services
Office for Civil Rights. Noncompliance with HIPAA regulations can result in
severe penalties up to $250,000 in fines and up to ten years in prison. As of
December 31, 2004, the Company believes that it was in full compliance with all
requirements of HIPPA and there has been no material impact on the Company due
to the implementation of these new regulations.

Although the Company believes its operations as currently conducted are in
material compliance with existing applicable laws and regulations, there can be
no assurance that the Company's contractual arrangements will not be
successfully challenged as violating applicable laws and regulations or that the
enforceability of such arrangements will not be limited as a result of such laws
and regulations. In addition, there can be no assurance that the business
structure under which the Company operates, or the advertising strategy the
Company employs, will not be deemed to constitute the unlicensed practice of
dentistry or the operation of an unlicensed clinic or health care facility. The
Company has not sought judicial or regulatory interpretations with respect to
the manner in which it conducts its business. There can be no assurance that a
review of the business of the Company and the P.C.s by courts or regulatory
authorities will not result in a determination that could materially and
adversely affect their operations or that the regulatory environment will not
change so as to restrict the Company's existing or future operations. In the
event that any legislative measures, regulatory provisions or rulings or
judicial decisions restrict or prohibit the Company from carrying on its
business or from expanding its operations to certain jurisdictions, structural
and organizational modifications of the Company's organization and arrangements
may be required which could have a material adverse effect on the Company, or
the Company may be required to cease operations.

Insurance

The Company believes that its existing insurance coverage is adequate to protect
it from the risks associated with the ongoing operation of its business. This
coverage includes property and casualty, general liability, workers
compensation, director's and officer's corporate liability, employment practices
liability, excess liability and professional liability insurance for the Company
and for dentists, hygienists and dental assistants at the Offices.


                                       15
<PAGE>

Trademark

The Company is the registered owner of the PERFECT TEETH(R) trademark in the
United States.

Facilities and Employees

The Company's corporate headquarters are located at 3801 E. Florida Avenue,
Suite 508, Denver, Colorado, in approximately 9,500 square feet occupied under a
lease. The Company believes that this space is adequate for its current needs.
The Company also leases real estate at the location of each Office under leases
ranging in term from one to 10 years. The Company believes the facilities at
each of its Offices are adequate for their current level of business. The
Company generally anticipates leasing and developing new Offices in its current
markets rather than significantly expanding the size of its existing Offices.

As of December 31, 2004, the Company had 82 general dentists, 20 specialists and
64 hygienists that were employed by the P.C.s, and 351 non-dental employees.

Company Website

Information related to the following items can be found on the Company's website
at www.bdms-perfectteeth.com: i) Company filings with the Securities and
Exchange Commission, ii) Officers, Directors and ten percent shareholders
filings on Forms 3, 4 and 5, and iii) the Company's Code of Ethics. The
Company's website is not a part of, or incorporated by reference in, this Annual
Report.


ITEM 3.   LEGAL PROCEEDINGS.

From time to time the Company is subject to litigation incidental to its
business. Such claims, if successful, could result in damage awards exceeding,
perhaps substantially, applicable insurance coverage. The Company is not
presently a party to any material litigation.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.


                                       16
<PAGE>

                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
          ISSUER PURCHASES OF EQUITY SECURITIES.

The Common Stock is quoted on the Nasdaq SmallCap Market under the symbol
"BDMS". The following table sets forth, for the period indicated, the range of
high and low sales prices per share of Common Stock, as reported on The Nasdaq
SmallCap Market:

                                                                HIGH      LOW
   2003                                                      --------    ------
   ----
   First Quarter                                             $  14.86    $ 9.31
   Second Quarter                                               14.69     11.71
   Third Quarter                                                16.80     12.75
   Fourth Quarter                                               14.49     10.00

   2004
   ----
   First Quarter                                             $  16.77    $12.22
   Second Quarter                                               17.68     15.00
   Third Quarter                                                19.70     15.75
   Fourth Quarter                                               20.82     15.91

   2005
   ----
   First Quarter (January 1, 2005 through March 18, 2005)    $  27.25    $18.35

At March 18, 2005, the last reported sale price of the Company's Common Stock
was $24.88 per share. As of the same date, there were 1,183,048 shares of Common
Stock outstanding held by 178 holders of record and approximately 450 beneficial
owners.



















                                       17
<PAGE>

Purchases of Equity Securities by the Issuer

The following chart provides information regarding Common Stock repurchases by
the Company during the period January 1, 2004 through December 31, 2004.

                      Issuer Purchases of Equity Securities

<TABLE>
<CAPTION>
                                                                                                           Approximate
                                                                                        Total Number       Dollar Value
                                                                                          Of Shares       Of Shares That
                                                                                        Purchased as        May Yet Be
                                                                        Average       Part of Publicly      Purchased
                                                      Total Number       Price           Announced         Under the
                                                       Of Shares       Paid per           Plans or           Plans or
              Period                                   Purchased         Share            Programs           Programs
              ------                                  ------------    -----------     ----------------    --------------
<S>                                                      <C>           <C>                  <C>             <C>
January 1, 2004 through January 31, 2004                 17,000        $    12.85           17,000          $ 327,075
February 1, 2004 through February 29, 2004               24,500        $    13.35           24,500          $       -
March 1, 2004 through March 31, 2004                          -        $        -                -          $       -
April 1, 2004 through April 31, 2004                          -        $        -                -          $       -
May 1, 2004 through May 31, 2004                              -        $        -                -          $       -
June 1, 2004 through June 31, 2004                            -        $        -                -          $       -
July 1, 2004 through July 31, 2004                            -        $        -                -          $       -
August 1, 2004 through August 31, 2004                        -        $        -                -          $  500,000
September 1, 2004 through September 31, 2004                  -        $        -                -          $  500,000
October 1, 2004 through October 31, 2004                  3,000        $    18.60            3,000          $  444,188
November 1, 2004 through November 31, 2004                    -        $        -                -          $  744,188
December 1, 2004 through December 31, 2004                9,500        $    18.60            9,500          $  567,468
Total                                                    54,000        $    14.41           54,000          $  567,468
</TABLE>

Purchases made prior to August 2004 were made pursuant to publicly announced
plans. On August 10, 2004, the Board of Directors authorized the Company to
increase the amount available to make open market purchases of its Common Stock
to allow the Company to make up to $500,000 in open-market purchases of its
Common Stock. On November 9, 2004, the Board of Directors authorized the Company
to increase the amount available to make open-market purchases of its Common
Stock by $300,000. All purchases listed above were made pursuant to such
publicly announced plans. There is no expiration date on either plan. Such
purchases may be made from time to time, as the Company's management deems
appropriate.





                                       18
<PAGE>

Equity Compensation Plan Information

The following table sets forth information concerning options, warrants and
rights outstanding and available for granting as of December 31, 2004:

<TABLE>
<CAPTION>
                                          (a)                          (b)                         (c)
                                                                                         Number of securities
                                                                                         remaining available for
                              Number of securities to be    Weighted-average exercise    future issuance under
                              issued upon exercise of       price of outstanding         equity compensation plans
                              outstanding options,          options, warrants and        (excluding securities
Plan category                 warrants and rights           rights                       reflected in column (a))
-------------                 --------------------------    -------------------------    -------------------------
<S>                                  <C>                           <C>                          <C>
Equity compensation plans
approved by security holders         263,707                       $10.22                       231,369

Equity compensation plans
not approved by security
holders                                    -                            -                             -
                                     -------                       ------                       -------

Total                                263,707                       $10.22                       231,369
                                     =======                       ======                       =======
</TABLE>

Options and warrants are issued for a period of five to seven years and
generally vest 33% each year for three years, provided however, that upon a sale
of the Company, all options and warrants automatically become vested.



                                       19
<PAGE>

ITEM 6.   SELECTED FINANCIAL DATA.

The following table sets forth selected consolidated financial and operating
data for the Company. The data for the years ended December 31, 2002, 2003, and
2004 should be read in conjunction with the Company's consolidated financial
statements included elsewhere in this document. The selected consolidated
financial data for the 2000 and 2001 periods are derived from the Company's
historical consolidated financial statements.

A one-for-four split of the Company's stock became effective as of February 26,
2001. As a result, all earnings per share data presented in the following table
have been restated to reflect this reverse stock split.

The data in the following table is in thousands except per share data, number of
offices and number of dentists:

<TABLE>
<CAPTION>
                                                                                       Years Ended December 31,
                                                                 -----------------------------------------------------------------
                                                                   2000           2001         2002           2003          2004
                                                                   ----           ----         ----           ----          ----
<S>                                                              <C>           <C>           <C>            <C>           <C>
Statements of Operations Data: (1)

Net revenue                                                     $ 29,769       $ 29,652      $ 30,536       $ 30,539      $ 32,170
Direct expenses                                                   25,765         25,539        25,351         25,032        26,249
Contribution from dental offices                                   4,004          4,113         5,185          5,507         5,921
Corporate expenses                                                 3,747          3,270         3,304          3,292         3,272
Operating income                                                     257            843         1,881          2,215         2,649
Income (loss) from continuing operations
    before income taxes                                             (373)           392         1,536          2,061         2,590
Income tax (expense) benefit                                          97           (128)         (580)          (806)       (1,023)
Income (loss) from continuing operations                            (276)           264           956          1,255         1,567
Operating (loss) attributable to assets disposed of                  (61)           (21)          (35)          (116)         (120)
(Loss) recognized on dispositions                                      -              -             -              -          (192)
Income tax benefit                                                    16              7            13             45           125
Loss on discontinued operations                                      (45)           (14)          (22)           (71)         (187)
Net income (loss)                                                   (321)           250           934          1,184         1,380



Basic earnings per share of Common Stock: (2)
Net income (loss) - continuing operations                           (.18)           .18           .65            .96          1.30
Net income (loss) - discontinued operations                         (.03)          (.01)         (.02)          (.05)         (.16)
Net income (loss) per share of Common Stock                         (.21)           .17           .63            .91          1.14

Diluted earnings per share of Common Stock: (2)
Net income (loss) - continuing operations                           (.18)           .17           .59            .88          1.19
Net income (loss) - discontinued operations                         (.03)          (.01)         (.01)          (.05)         (.14)
Net income (loss) per share of Common Stock                         (.21)           .16           .58            .83          1.05

Balance Sheet Data (3):
Cash and cash equivalents                                        $   691        $   949       $ 1,073        $ 1,111       $   756
Working capital (deficit)                                          2,043            301        (1,541)          (109)          (56)
Total assets                                                      26,333         24,762        24,230         22,210        21,860
Long-term debt, less current maturities                            6,682          3,296         1,087          2,736         1,079
Total shareholders' equity                                        16,471         16,721        16,759         14,411        15,128
Dividends declared per share of Common Stock                           -              -             -              -       $   .30

Operating Data:
Number of offices (3)                                                 56             54            54             54            55
Number of dentists (3)(4)                                             91             86            90             95           102
Total net revenue per office                                     $   532        $   549       $   565          $ 566       $   585
</TABLE>

--------------------
(1)      Acquisitions of Offices and development of de novo Offices affect the
         comparability of the data. In 2000, the Company opened two de novo
         Offices. During 2001, the Company consolidated four existing Offices
         into two. In 2004, the Company closed one existing Office and opened
         two de novo Offices.
(2)      Computed on the basis described in Note 2 of Notes to Consolidated
         Financial Statements of the Company. (3) Data is as of the end of the
         respective periods presented. (4) This represents the actual number of
         dentists employed by the P.C.s and specialists who contract with the
         P.C.s to provide specialty dental services.


                                       20
<PAGE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

General

The following discussion and analysis relates to factors that have affected the
consolidated results of operations and financial condition of the Company for
the three years ended December 31, 2004. Reference should also be made to the
Company's consolidated financial statements and related notes thereto and the
Selected Financial Data included elsewhere in this Annual Report. This Annual
Report contains forward-looking statements. Discussions containing such
forward-looking statements may be found in the material set forth below and
under Items 1 and 2. "Business and Properties," Item 5., "Market for the
Registrant's Common Equity and Related Stockholder Matters" as well as in this
Annual Report generally. Investors and prospective investors are cautioned that
any such forward-looking statements are not guarantees of future performance and
involve risks and uncertainties. Actual events or results may differ materially
from those discussed in the forward-looking statements as a result of various
factors, including, without limitation the risk factors set forth in this Item 7
under the heading "Risk Factors."

Overview

The Company was formed in May 1995, and currently manages 56 Offices in
Colorado, New Mexico, and Arizona staffed by 82 dentists and 20 specialists. The
Company has acquired 42 practices (five of which were consolidated into existing
Offices and one of which was closed during 2004) and opened 21 de novo Offices
(one of which was consolidated into an existing Office). The Company derives all
of its Revenue (as defined below) from its Management Agreements with the P.C.s.
In addition, the Company assumes a number of responsibilities when it acquires a
new practice or develops a de novo Office, which are set forth in the Management
Agreement, as described below. The Company expects to expand in existing markets
primarily by enhancing the operating performance of its existing Offices and by
developing de novo Offices. The Company has historically expanded in existing
markets by acquiring solo and group dental practices and may do so in the future
if an economically feasible opportunity presents itself. Generally, the Company
seeks to acquire dental practices for which the Company believes application of
its dental practice management model will improve operating performance.

The Company was formed with the intention of becoming the leading provider of
business services to dental practices in Colorado. The Company's growth and
success in the Colorado market led to its expansion into New Mexico and Arizona
markets. The Company's growth strategy is to focus on greater utilization of
existing physical capacity through recruiting more dentists and support staff
and through development of de novo Offices and selective acquisitions.

In 2003, the Company embarked on a strategy to increase revenues. This strategy
included developing de novo offices, evaluating potential acquisitions,
expanding the specialty services side of the business, aggressively recruiting
additional dentists and an expanded marketing plan.

The Company has grown primarily through the ongoing development of a dense
dental practice network and the implementation of its dental practice management
model. During the three years ended December 31, 2004, net revenue was $30.5
million in 2002, $30.5 million in 2003, and $32.2 million in 2004. During the
three years ended December 31, 2004, contribution from dental offices increased
from $5.2 million in 2002 to $5.5 million for 2003, and increased to $5.9
million for 2004. During the three years ended December 31, 2004, income from
continuing operations increased from $956,000 for 2002 to $1.3 million in 2003
and to $1.6 million in 2004.



                                       21
<PAGE>

At December 31, 2004, the Company's total assets of $21.9 million included $13.8
million of identifiable intangible assets related to Management Agreements. At
that date, the Company's total shareholders' equity was $15.1 million.

Components of Revenue and Expenses

Total dental group practice revenue ("Revenue") represents the revenue of the
Offices, reported at estimated realizable amounts, received from third-party
payors and patients for dental services rendered at the Offices. Net revenue
represents Revenue less amounts retained by the Offices. The amounts retained by
the Offices represent amounts paid as compensation to employed dentists and
hygienists. The Company's net revenue is dependent on the Revenue of the
Offices. Management service fee revenue represents the net revenue earned by the
Company for the Offices for which the Company has Management Agreements, but
does not have control. Direct expenses consist of the expenses incurred by the
Company in connection with managing the Offices, including salaries and benefits
(for personnel other than dentists and hygienists), dental supplies, dental
laboratory fees, occupancy costs, advertising and marketing, depreciation and
amortization and general and administrative (including office supplies,
equipment leases, management information systems and other expenses related to
dental practice operations). The Company also incurs personnel and
administrative expenses in connection with maintaining a corporate function that
provides management, administrative, marketing, development and professional
services to the Offices.

Under each of the Management Agreements, the Company manages the business and
marketing aspects of the Offices, including (i) providing capital, (ii)
designing and implementing marketing programs, (iii) negotiating for the
purchase of supplies, (iv) staffing, (v) recruiting, (vi) training of non-dental
personnel, (vii) billing and collecting patient fees, (viii) arranging for
certain legal and accounting services, and (ix) negotiating with managed care
organizations. The P.C. is responsible for, among other things, (i) supervision
of all dentists and dental hygienists, (ii) complying with all laws, rules and
regulations relating to dentists and dental hygienists, and (iii) maintaining
proper patient records. The Company has made, and intends to make in the future,
loans to P.C.s in Colorado, New Mexico and Arizona to fund their acquisition of
dental assets from third parties in order to comply with the laws of such
states.

Under the typical Management Agreement used by the Company, the P.C. pays the
Company a management fee equal to the Adjusted Gross Center Revenue of the P.C.
less compensation paid to the dentists and dental hygienists employed at the
Office of the P.C. Adjusted Gross Center Revenue is comprised of all fees and
charges booked each month by or on behalf of the P.C. as a result of dental
services provided to patients at the Office, less any adjustments for
uncollectible accounts, professional courtesies and other activities that do not
generate a collectible fee. The Company's costs include all direct and indirect
costs, overhead and expenses relating to the Company's provision of management
services at the Office under the Management Agreement, including (i) salaries,
benefits and other direct costs of Company employees who work at the Office,
(ii) direct costs of all Company employees or consultants who provide services
to or in connection with the Office, (iii) utilities, janitorial, laboratory,
supplies, advertising and other expenses incurred by the Company in carrying out
its obligations under the Management Agreement, (iv) depreciation expense
associated with the P.C.s assets and the assets of the Company used at the
Office, and the amortization of intangible asset value relating to the Office,
(v) interest expense on indebtedness incurred by the Company to finance any of
its obligations under the Management Agreement, (vi) general and malpractice
insurance expenses, lease expenses and dentist recruitment expenses, (vii)
personal property and other taxes assessed against the Company's or the P.C.s
assets used in connection with the operation of the Office, (viii) out-of-pocket
expenses of the Company's personnel related to mergers or acquisitions involving
the P.C., (ix) corporate overhead charges or any other expenses of the Company
including the P.C.s pro rata share of the expenses of the accounting and
computer services provided by the Company, and (x) a collection reserve in the
amount of 5.0% of Adjusted Gross Center Revenue. As a result, substantially all
costs associated with the provision of dental services at the Office are borne
by the Company, other than the compensation and benefits of the dentists and
hygienists who work at the Offices of the P.C.s. This enables the Company to
manage the profitability of the Offices. Each Management Agreement is for a term
of 40 years. Further, each Management Agreement generally may be terminated by
the P.C. only for cause, which includes a material default by or bankruptcy of
the Company. Upon expiration or termination of a Management Agreement by either
party, the P.C. must satisfy all obligations it has to the Company.


                                       22
<PAGE>

The Company's revenue is derived principally from fee-for-service revenue and
revenue from capitated managed dental care plans. Fee-for-service revenue
consists of P.C. revenue received from indemnity dental plans, preferred
provider plans and direct payments by patients not covered by any third-party
payment arrangement. Managed dental care revenue consists of P.C. revenue
received from capitated managed dental care plans, including capitation payments
and patient co-payments. Capitated managed dental care contracts are between
dental benefits organizations and the P.C.s. Under the Management Agreements,
the Company negotiates and administers these contracts on behalf of the P.C.s.
Under a capitated managed dental care contract, the dental group practice
provides dental services to the members of the dental benefits organization and
receives a fixed monthly capitation payment for each plan member covered for a
specific schedule of services regardless of the quantity or cost of services to
the participating dental group practice obligated to provide them. This
arrangement shifts the risk of utilization of these services to the dental group
practice providing the dental services. Because the Company assumes
responsibility under the Management Agreements for all aspects of the operation
of the dental practices (other than the practice of dentistry) and thus bears
all costs of the P.C.s associated with the provision of dental services at the
Office (other than compensation of dentists and hygienists), the risk of
over-utilization of dental services at the Office under capitated managed dental
care plans is effectively shifted to the Company. In addition, dental group
practices participating in a capitated managed dental care plan often receive
supplemental payments for more complicated or elective procedures. In contrast,
under traditional indemnity insurance arrangements, the insurance company pays
whatever reasonable charges are billed by the dental group practice for the
dental services provided. See Items 1 and 2. "Business and Properties - Payor
Mix."

The Company seeks to increase its fee-for-service business by increasing the
patient volume of existing Offices through effective marketing and advertising
programs, adding additional specialty services and by opening new Offices. The
Company seeks to supplement this fee-for-service business with Revenue from
contracts with capitated managed dental care plans. Although the Company's
fee-for-service business generally provides a greater margin than its capitated
managed dental care business, capitated managed dental care business serves to
increase facility utilization and dentist productivity. The relative percentage
of the Company's Revenue derived from fee-for-service business and capitated
managed dental care contracts varies from market to market depending on the
availability of capitated managed dental care contracts in any particular market
and the Company's ability to negotiate favorable contractual terms. In addition,
the profitability of managed dental care Revenue varies from market to market
depending on the level of capitation payments and co-payments in proportion to
the level of benefits required to be provided.

Results of Operations

In 2003, the Company embarked on a strategy to increase revenues through the
aggressive recruitment of additional dentists, expanding the specialty services
side of the business, an expanded marketing plan, opening of de novo offices and
evaluating potential acquisitions. As these initiatives are continuing, the
Company believes that the period-to-period comparisons set forth below may not
be representative of future operating results.

For the year ended December 31, 2004, Revenue increased to $46.5 million
compared to $43.3 million for the year ended December 31, 2003, an increase of
$3.2 million or 7.4%. This was attributable to higher revenues generated in the
53 Offices in existence during both full periods. Higher specialty revenues
during 2004 accounted for approximately $1.7 million of the increase.

For the year ended December 31, 2003, Revenue increased to $43.3 million
compared to $42.8 million for the year ended December 31, 2002, an increase of
$550,000 or 1.1%. This was attributable to higher revenues generated in the 54
Offices in existence during both full periods.

The Company's Revenue from capitated managed dental care plans was 23.1% of
total dental group practice revenue in 2004, compared to 31.6% in 2003.


                                       23
<PAGE>

Revenue is total dental group practice revenue generated at the Company's
offices from professional services provided to its patients. Amounts retained by
group practices represents compensation expense to the dentists and hygienists
and is subtracted from total dental group practice revenue to arrive at net
revenue. The Company reports net revenue in its financial statements to comply
with Emerging Issues Task Force Issue No. 97-2, Application of SFAS No. 94
(Consolidation of All Majority Owned Subsidiaries) and APB Opinion No. 16
(Business Combinations) to Physician Practice Management Entities and Certain
Other Entities With Contractual Management Arrangements. Revenue is not a
generally accepted accounting principles measure. The Company discloses Revenue
because it is a critical component for management's evaluation of Office
performance. However, investors should not consider this measure in isolation or
as a substitute for net revenue, operating income, cash flows from operating
activities or any other measure for determining the Company's operating
performance or liquidity that is calculated in accordance with generally
accepted accounting principles. The following table reconciles Revenue to net
revenue (excluding discontinued operations).

<TABLE>
<CAPTION>
                                                                               Years Ended December 31,
                                                                 -------------------------------------------------
                                                                      2002                2003             2004
                                                                 -------------       ------------    -------------
<S>                                                              <C>                 <C>             <C>
    Total dental group practice revenue                          $  42,822,727       $ 43,273,221    $  46,460,595
    Less - amounts retained by dental offices                       12,287,030         12,733,804       14,290,190
                                                                 -------------       ------------    -------------

    Net revenue                                                  $  30,535,697       $ 30,539,417    $  32,170,405
                                                                 =============       ============    =============
</TABLE>

The following table sets forth the percentages of net revenue represented by
certain items reflected in the Company's Consolidated Statements of Operations.
The information contained in the table represents the historical results of the
Company. The information that follows should be read in conjunction with the
Company's consolidated financial statements and related notes thereto.

<TABLE>
<CAPTION>
                                                                Years Ended December 31,
                                           -------------------------------------------------------------------
                                                 2002                      2003                    2004
                                           ------------------        -----------------        ----------------

<S>                                               <C>                       <C>                    <C>
Net revenue                                       100.0  %                  100.0 %                100.0  %
Direct expenses:
     Clinical salaries and benefits                37.6                      37.8                   37.2
     Dental supplies                                5.8                       5.8                    6.2
     Laboratory fees                                7.7                       7.7                    7.5
     Occupancy                                     11.0                      11.3                   11.1
     Advertising and marketing                      1.2                       1.2                    2.1
     Depreciation and amortization                  7.7                       7.0                    5.6
     General and administrative                    12.0                      11.2                   11.9
                                           ------------------        -----------------        ----------------

                                                   83.0                       82.0                  81.6
                                           ------------------        -----------------        ----------------
Contribution from dental offices                   17.0                       18.0                  18.4

Corporate expenses:
     General and administrative                     9.7                       9.8                    9.5
     Depreciation and amortization                  1.1                       1.0                    0.6
                                           ------------------        -----------------        ----------------
Operating income                                    6.2                       7.2                    8.3
Interest expense, net                               1.1                       0.5                    0.2
                                           ------------------        -----------------        ----------------
Income before income taxes                          5.1                       6.7                    8.1
Income tax expense                                  1.9                       2.6                    3.2
                                           ------------------        -----------------        ----------------

Income from continuing operations                   3.2                       4.1                    4.9

Loss attributable to discontinued
operations, net of income taxes                     0.1                       0.2                    0.6
                                           ------------------        -----------------        ----------------

Net income                                          3.1  %                    3.9 %                  4.3 %
                                           ==================        =================        ================
</TABLE>



                                       24
<PAGE>

Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

Net revenue. Net revenue increased to $32.2 million for the year ended December
31, 2004 compared to $30.5 million for the year ended December 31, 2003, an
increase of $1.6 million or 5.3%. This was attributable to higher revenues
generated in the 53 Offices in existence during both full periods. Higher
specialty revenues during 2004 accounted for approximately $855,000 of the
increase.

Clinical salaries and benefits. Clinical salaries and benefits increased to
$12.0 million for the year ended December 31, 2004 compared to $11.5 million for
the year ended December 31, 2003, an increase of $448,000 or 3.9%. This is the
result of the addition of additional employees to support the increased number
of dentists working in 2004 over 2003 and general wage increases granted during
2004. As a percentage of net revenue, clinical salaries and benefits decreased
from 37.8% in 2003 to 37.2% in 2004.

Dental supplies. Dental supplies increased to $2.0 million for the year ended
December 31, 2004 compared to $1.8 million for the year ended December 31, 2003,
an increase of $220,000 or 12.5%. This increase is attributable to the need to
make initial dental supply orders, which tend to be larger than ongoing dental
supply orders, for the seven new dentists who started during the year as well as
initial inventory purchased for the de novo offices in Phoenix and Denver that
were opened during 2004. As a percentage of net revenue, dental supplies
increased from 5.8% in 2003 to 6.2% in 2004.

Laboratory fees. Laboratory fees remained constant at $2.4 million for the years
ended December 31, 2004 and December 31, 2003. As a percentage of net revenue,
laboratory fees decreased from 7.7% in 2003 to 7.5% in 2004.

Occupancy. Occupancy expenses increased to $3.6 million for the year ended
December 31, 2004 from $3.4 million for the year ended December 31, 2003, an
increase of $137,000 or 4.0%. This increase was due to increased rental payments
resulting from the renewal of Office leases at current market rates for Offices
whose leases expired subsequent to the 2003 period as well as the addition of
two de novo offices during the year. As a percentage of net revenue, occupancy
expense decreased to 11.1% in 2004 from 11.3% in 2003.

Advertising and marketing. Advertising and marketing increased to $678,000 for
the year ended December 31, 2004 from $357,000 for the year ended December 31,
2003, an increase of $321,000 or 89.8%. This increase was primarily due to the
initiation of television and print advertising in the Colorado Springs, Colorado
market beginning in January 2004 and television advertising in the Denver,
Colorado market beginning in June 2004. As a percentage of net revenue,
advertising and marketing increased to 2.1% in 2004 from 1.2% in 2003.

Depreciation and amortization. Depreciation and amortization, which consists of
depreciation and amortization expense incurred at the Offices, decreased to $1.8
million for the year ended December 31, 2004 from $2.1 million for the year
ended December 31, 2003, a decrease of $360,000 or 16.8%. This decrease was
primarily the result of older assets becoming fully depreciated somewhat offset
by the addition of new depreciable assets. As a percentage of net revenue,
depreciation and amortization decreased to 5.6% in 2004 from 7.0% in 2003.

General and administrative. General and administrative costs which are
attributable to the Offices, increased to $3.8 million for the year ended
December 31, 2004 from $3.4 million for the year ended December 31, 2003, an
increase of $419,000 or 12.3%. This increase was the result of higher costs for
recruiting, office supplies, malpractice insurance, bad debt expense, gross
receipts taxes, credit card fees and computer maintenance costs. As a percentage
of net revenue, general and administrative expenses increased to 11.9% in 2004
from 11.2% in 2003.

Contribution from dental offices. As a result of the above, contribution from
dental offices increased to $5.9 million for the year ended December 31, 2004
from $5.5 million for the year ended December 31, 2003, an increase of $414,000
or 7.5%. As a percentage of net revenue, contribution from dental offices
increased to 18.4% in 2004 from 18.0% in 2003.


                                       25
<PAGE>

Corporate expenses - general and administrative. Corporate expenses - general
and administrative increased to $3.1 million for the years ended December 31,
2004 from $3.0 million for the year ended December 31, 2003, an increase of
$55,000 or 1.8%. As a percentage of net revenue, corporate expense - general and
administrative decreased to 9.5% in 2004 from 9.8% in 2003.

Corporate expenses - depreciation and amortization. Corporate expenses -
depreciation and amortization decreased to $217,000 for the year ended December
31, 2004 from $292,000 for the year ended December 31, 2003, a decrease of
$75,000 or 25.7%. This decrease was primarily the result of older assets
becoming fully depreciated somewhat offset by the addition of new depreciable
assets. As a percentage of net revenue, corporate expenses - depreciation and
amortization decreased to 0.6% in 2004 from 1.0% in 2003.

Operating income. As a result of the above, operating income increased to $2.6
million for the year ended December 31, 2004 from $2.2 million for the year
ended December 31, 2003, an increase of $434,000 or 19.6%. As a percentage of
net revenue, operating income increased to 8.3% in 2004 from 7.2% in 2003.

Interest expense, net. Interest expense, net decreased to $59,000 for the year
ended December 31, 2004 from $155,000 for the year ended December 31, 2003, a
decrease of $96,000 or 61.8%. This decrease was primarily the result of lower
average outstanding bank loan debt balances during 2004 and a decrease in
interest on seller notes due to lower outstanding balances and the prepayment of
principal on some notes during the year. As a percentage of net revenue,
interest expense, net decreased to 0.2% in 2004 from 0.5% in 2003.

Discontinued operations. In September 2004, the Company closed an office in the
Phoenix market that resulted in a net loss from discontinued operations of
$188,000 and $71,000 for the twelve months ended December 31, 2004 and 2003,
respectively. This loss for the twelve months ended December 31, 2004 was
comprised of an operating loss of $120,000 and a loss on the disposition of
assets of $193,000, partially offset by an income tax benefit of $125,000. For
the twelve months ended December 31, 2003, the loss attributable to discontinued
operations was comprised of an operating loss of $116,000, partially offset by
an income tax benefit of $45,000.

Net income. As a result of the above, the Company reported net income of $1.4
million for the year ended December 31, 2004 compared to net income of $1.2
million for the year ended December 31, 2003, an increase of $196,000 or 16.6%.
As a percentage of net revenue, net income increased to 4.3% in 2004 from 3.9%
in 2003. Net income for the year ended December 31, 2004 was net of income tax
expense of $898,000 while net income for the year ended December 31, 2003 was
net of income tax expense of $761,000.

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

Net revenue. Net revenue remained constant at $30.5 million for the year ended
December 31, 2003 and December 31, 2002.

Clinical salaries and benefits. Clinical salaries and benefits remained constant
at $11.5 million for the years ended December 31, 2003 and December 31, 2002. As
a percentage of net revenue, clinical salaries and benefits increased to 37.8%
in 2003 from 37.6% in 2002.

Dental supplies. Dental supplies remained constant at $1.8 million for the years
ended December 31, 2003 and December 31, 2002. As a percentage of net revenue,
dental supplies were 5.8% for both 2003 and 2002.

Laboratory fees. Laboratory fees increased to $2.4 million for the year ended
December 31, 2003 compared to $2.3 million for the year ended December 31, 2002,
an increase of $29,000 or 1.2%. As a percentage of net revenue, laboratory fees
remained constant at 7.7% for both 2003 and 2002.

Occupancy. Occupancy expenses remained constant at $3.4 million for the years
ended December 31, 2003 and December 31, 2002. As a percentage of net revenue,
occupancy expense increased to 11.3% in 2003 from 11.0% in 2002.


                                       26
<PAGE>

Advertising and marketing. Advertising and marketing increased to $357,000 for
the year ended December 31, 2003 from $350,000 for the year ended December 31,
2002, an increase of $8,000 or 2.2%. This increase was primarily due to
additional yellow page advertising in local directories. As a percentage of net
revenue, advertising and marketing remained constant at 1.2% for both 2003 and
2002.

Depreciation and amortization. Depreciation and amortization, which consists of
depreciation and amortization expense incurred at the Offices, decreased to $2.1
million for the year ended December 31, 2003 from $2.4 million for the year
ended December 31, 2002, a decrease of $216,000 or 9.2%. This decrease was
primarily the result of older assets becoming fully depreciated somewhat offset
by the addition of new depreciable assets. As a percentage of net revenue,
depreciation and amortization decreased to 7.0% in 2003 from 7.7% in 2002.

General and administrative. General and administrative costs which are
attributable to the Offices, decreased to $3.4 million for the year ended
December 31, 2003 from $3.7 million for the year ended December 31, 2002, a
decrease of $267,000 or 3.8%. This decrease was the result of less bad debt
expense, lower costs for the data telecommunication network between the
individual Offices and the Corporate Office as well as lower gross receipt taxes
paid in New Mexico. As a percentage of net revenue, general and administrative
expenses decreased to 11.2% in 2003 from 12.0% in 2002.

Contribution from dental offices. As a result of the above, contribution from
dental offices increased to $5.5 million for the year ended December 31, 2003
from $5.2 million for the year ended December 31, 2002, and increase of $322,000
or 6.2%. As a percentage of net revenue, contribution from dental offices
increased to 18.0% in 2003 from 17.0% in 2002.

Corporate expenses - general and administrative. Corporate expenses - general
and administrative remained constant at $3.0 million for the years ended
December 31, 2003 and December 31, 2002. As a percentage of net revenue,
corporate expense - general and administrative increased to 9.8% in 2003 from
9.7% in 2002.

Corporate expenses - depreciation and amortization. Corporate expenses -
depreciation and amortization decreased to $292,000 for the year ended December
31, 2003 from $327,000 for the year ended December 31, 2002, a decrease of
$35,000 or 10.7%. This decrease was primarily the result of older assets
becoming fully depreciated somewhat offset by the addition of new depreciable
assets. As a percentage of net revenue, corporate expenses - depreciation and
amortization decreased to 1.0% in 2003 from 1.1% in 2002.

Operating income. As a result of the above, operating income increased to $2.2
million for the year ended December 31, 2003 from $1.9 million for the year
ended December 31, 2002, an increase of $334,000 or 17.8%. As a percentage of
net revenue, operating income increased to 7.2% in 2003 from 6.2% in 2002.

Interest expense, net. Interest expense, net decreased to $155,000 for the year
ended December 31, 2003 from $345,000 for the year ended December 31, 2002, a
decrease of $190,000 or 55.1%. This decrease was primarily the result of a lower
average interest rate and a lower average outstanding debt balance during 2003,
lower amortization of loan acquisition costs during 2003 and higher interest
income that is primarily due to the Company`s implementation of a late charge on
accounts receivable, during 2003. As a percentage of net revenue, interest
expense, net decreased to 0.5% in 2003 from 1.1% in 2002.

Net income. As a result of the above, the Company reported net income of $1.2
million for the year ended December 31, 2003 compared to net income of $934,000
for the year ended December 31, 2002, an increase of $250,000 or 26.8%. As a
percentage of net revenue, net income increased to 3.9% in 2003 from 3.1% in
2002. Net income for the year ended December 31, 2003 was net of income tax
expense of $761,000 while net income for the year ended December 31, 2002 was
net of income tax expense of $567,000.


                                       27
<PAGE>

The Company's earnings before interest, taxes, depreciation, amortization and
discontinued operations ("Adjusted EBITDA") remained constant at $4.7 million
for years ended December 31, 2004 and 2003. Although Adjusted EBITDA is not a
generally accepted accounting principles measure of performance or liquidity,
the Company believes that it may be useful to an investor in evaluating its
performance. However, investors should not consider this measure in isolation or
as a substitute for operating income, cash flows from operating activities or
any other measure for determining the Company's operating performance or
liquidity that is calculated in accordance with generally accepted accounting
principles. In addition, because Adjusted EBITDA is not calculated in accordance
with generally accepted accounting principles, it may not necessarily be
comparable to similarly titled measures employed by other companies. A
reconciliation of Adjusted EBITDA can be made by adding discontinued operations,
depreciation and amortization expense - offices, depreciation and amortization
expense - corporate, interest expense, net and income tax expense to net income
as in the table below.

<TABLE>
<CAPTION>
                                                                             Year Ended December 31,
                                                              ----------------------------------------------------
                                                                  2002                2003                2004
                                                              -----------         ------------        ------------
<S>                                                           <C>                 <C>                 <C>
RECONCILIATION OF ADJUSTED EBITDA:
    Net income                                                $   933,686         $  1,183,687        $  1,379,597
    Discontinued operations -
       (before income tax expense)                                 35,381              116,082             312,669
    Depreciation and amortization - Offices                     2,363,977            2,147,635           1,787,892
    Depreciation and amortization - Corporate                     326,879              291,975             216,926
    Interest expense, net                                         344.744              154,656              59,062
    Income tax expense                                            567,361              761,175             898,186
                                                              -----------         ------------        ------------

ADJUSTED EBITDA                                               $ 4,572,028          $ 4,655,210        $  4,654,332
                                                              ===========          ===========        ============
</TABLE>


Critical Accounting Policies

The Company's financial statements have been prepared in accordance with
accounting principles generally accepted in the United States, which require the
Company to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and the related disclosures. A
summary of those significant accounting policies can be found in the Company's
Notes to Consolidated Financial Statements. The estimates used by management are
based upon the Company's historical experiences combined with management's
understanding of current facts and circumstances. Certain of the Company's
accounting policies are considered critical as they are both important to the
portrayal of the Company's financial condition and the results of its operations
and require significant or complex judgments on the part of management.
Management has not determined how reported amounts would differ based on the
application of different accounting policies. Management has also not determined
the likelihood that materially different amounts could be reported under
different conditions or using different assumptions. Management believes that
the following represent the critical accounting policies of the Company as
described in Financial Reporting Release No. 60, "Cautionary Advice Regarding
Disclosure About Critical Accounting Policies", which was issued by the
Securities and Exchange Commission: Impairment of intangible and long-lived
assets, allowance for doubtful accounts and deferred income taxes.

At December 31, 2004, intangible assets on the Company's consolidated balance
sheet were $13.8 million, representing 63.1% of the Company's total assets at
that date. The Company's dental practice acquisitions involve the purchase of
tangible and intangible assets and the assumption of certain liabilities of the
acquired Offices. As part of the purchase price allocation, the Company
allocates the purchase price to the tangible and intangible assets acquired and
liabilities assumed, based on estimated fair market values. Costs of acquisition
in excess of the net estimated fair value of tangible assets acquired and
liabilities assumed are allocated to the Management Agreement. The Management
Agreement represents the Company's right to manage the Offices during the
40-year term of the agreement. The assigned value of the Management Agreement is
amortized using the straight-line method over a period of 25 years. The Company
reviews the recorded amount of intangible assets and other long-lived assets for
impairment for each Office whenever events or changes in circumstances indicate
the carrying amount of the assets may not be recoverable. If this review
indicates that the carrying amount of the assets may not be recoverable as
determined based on the undiscounted cash flows of each Office, whether acquired
or developed, the carrying value of the asset is reduced to fair value. Among
the factors that the Company will continually evaluate are unfavorable changes
in each Office, relative market share and local market competitive environment,
current period and forecasted operating results, cash flow levels of Offices and
the impact on the net revenue earned by the Company, and the legal and
regulatory factors governing the practice of dentistry. As of December 31, 2004
a review by the Company determined that there was no permanent impairment of any
long-lived or intangible asset at any Office.

                                       28
<PAGE>

The Company's allowance for doubtful accounts reflects a reserve that reduces
customer accounts receivable to the net amount estimated to be collectible.
Estimating the credit-worthiness of customers and the recoverability of customer
accounts requires management to exercise considerable judgment. In estimating
uncollectible amounts, management considers factors such as general economic and
industry-specific conditions, historical customer performance and anticipated
customer performance. While management considers the Company's processes to be
adequate to effectively quantify its exposure to doubtful accounts, changes in
economic, industry or specific customer conditions may require the Company to
adjust its allowance for doubtful accounts.

Deferred income taxes are recognized for the expected tax consequences in future
years for differences between the tax bases of assets and liabilities and their
financial reporting amounts, based upon enacted tax laws and statutory tax rates
applicable to the periods in which the differences are expected to affect
taxable income. The Company's significant deferred tax assets are related to:
Accruals not currently deductible, allowance for doubtful accounts and
depreciation expense for tax which is less than depreciation expense for books.
The Company has not established a valuation allowance to reduce deferred tax
assets as the Company expects to fully recover these amounts in future periods.
The Company's significant deferred tax liability is the result of intangible
asset amortization expense for tax being greater than the intangible asset
amortization expense for books. Management reviews and adjusts those estimates
annually based upon the most current information available. However, because the
recoverability of deferred taxes is directly dependent upon the future operating
results of the Company, actual recoverability of deferred taxes may differ
materially from management's estimates.

Liquidity and Capital Resources

The Company finances its operations and growth through a combination of cash
provided by operating activities, a bank line of credit (the "Credit Facility")
and, from time to time, seller notes.

Net cash provided by operating activities was $5.0 million, $4.2 million, and
$3.8 million for the years ended December 31, 2002, 2003 and 2004, respectively.
During the year ended December 31, 2004, the Company's cash provided by
operating activities excluding net income and non-cash items consisted primarily
of an increase in accounts payable and accrued expenses of approximately
$557,000, offset by an increase is accounts receivable of $739,000 and a
decrease in income taxes payable of approximately $271,000. During the year
ended December 31, 2003, the Company's cash provided by operating activities
excluding net income and non-cash items consisted primarily of an increase in
income taxes payable of approximately $161,000, offset by an increase in
accounts receivable of $340,000. During the year ended December 31, 2002, the
Company's cash provided by operating activities excluding net income and
non-cash items consisted primarily of an increase in accounts payable and
accrued expenses of approximately $738,000, offset by an increase in accounts
receivable of approximately $153,000.

Net cash used in investing activities was $1.4 million, $465,000, and $1.8
million for the years ended December 31, 2002, 2003 and 2004, respectively.
During the year ended December 31, 2004, the Company invested $905,000 in the
purchase of additional property and equipment and $845,000 in the development of
new dental offices. During the year ended December 31, 2003, the Company
invested $465,000 in the purchase of additional property and equipment. During
the year ended December 31, 2002, the Company invested $514,000 in the purchase
of additional property and equipment and $1.2 million was used for acquiring the
remaining 50% interest in two existing Offices. This was partially offset by the
repayment of $284,000 in notes receivable from related parties.

                                       29
<PAGE>

For the years ended December 31, 2002, 2003 and 2004, net cash used in financing
activities was $3.4 million, $3.7 million and $2.4 million, respectively. For
the year ended December 31, 2004, net cash used in financing activities was
comprised of $1.1 million for the pay-down on the bank line of credit, $741,000
for the repayment of long-term debt, $778,000 for the purchase and retirement of
Common Stock and $269,000 for the payment of Common Stock dividends. This was
partially offset by $235,000 of proceeds from the exercise of Common Stock
options and $241,000 from the tax benefit of Common Stock options exercised. For
the year ended December 31, 2003, net cash used in financing activities was
comprised of $1.8 million for the pay-down on the bank term-loan, $345,000 for
the repayment of long-term debt and $3.9 million for the purchase and retirement
of Common Stock. This was partially offset by $2.0 million in advances from the
line of credit, $224,000 of proceeds from the exercise of Common Stock options
and $158,000 from the tax benefit of Common Stock options exercised. For the
year ended December 31, 2002, net cash used in financing activities was
comprised of $2.1 million for the pay-down on the Company's bank term loan,
$168,000 for the pay-down on the Company's line of credit, $312,000 for the
repayment of long-term debt and $1.2 million for the purchase and retirement of
Common Stock. This was partially offset by $111,000 of proceeds from the
exercise of Common Stock options and $95,000 from the tax benefit of Common
Stock options exercised.

On May 6, 2004, the Company amended its Credit Facility. The amended Credit
Facility allows the Company to borrow, on a revolving basis, an aggregate
principal amount not to exceed $4.0 million at either, or a combination of, the
lender's Base Rate or at a LIBOR rate plus a LIBOR Rate Margin, at the Company's
option. The lender's Base Rate computes interest at the higher of the lender's
"prime rate" or the Federal Funds Rate plus one-half percent (0.5%). The LIBOR
option computes interest at the LIBOR Rate as of the date such LIBOR Rate loan
was made plus a LIBOR Rate Margin of 1.75%. A commitment fee of 0.25% on the
average daily unused amount of the revolving loan commitment during the
preceding quarter will also be assessed. The Company may prepay any Base Rate
Loan at any time and any LIBOR Rate Loan upon not less than three business days
prior written notice given to the lender, but the Company will be responsible
for any loss or cost incurred by the lender in liquidating or employing deposits
required to fund or maintain the LIBOR Rate loan. The amended Credit Facility
expires on May 31, 2006. At December 31, 2004, the Company had $900,000
outstanding and $3.1 million available for borrowing under the revolving loan.
This consisted of $900,000 outstanding under the Base Rate Option and no
borrowings outstanding under the LIBOR Rate option. The Credit Facility requires
the Company to maintain certain financial ratios on an ongoing basis. At
December 31, 2004, the Company was in full compliance with all of its covenants
under this agreement.

At December 31, 2004, the Company's material commitments for capital
expenditures totaled approximately $1.3 million, which includes the development
of three de novo Offices and the remodel of one existing Office. The Company
anticipates that these capital expenditures will be funded by cash on hand, cash
generated by operations, or borrowings under the Company's Credit Facility. The
Company's retained earnings as of December 31, 2004 were approximately $3.0
million and the Company had a working capital deficit on that date of
approximately $56,000. During 2004, the Company had capital expenditures of $1.8
million and purchased approximately $778,000 of Common Stock while reducing
total bank debt by $1.1 million.

As of December 31, 2004, the Company had the following known contractual
obligations:

<TABLE>
<CAPTION>
                                                                                    Payments due by Period
                                                                    ------------------------------------------------------
                                                                    Less than                                   More than
                                                    Total             1 year       1-3 years      3-5 years      5 years
                                                 -------------      ----------     ----------     ---------     ----------
<S>                                                <C>                <C>           <C>           <C>                   <C>
Long-Term Debt Obligations                         1,245,928          167,217       1,078,711             -             -
Operating Lease Obligations                        7,901,656        2,517,117       3,777,513     1,607,026             -
Other  Long-Term  Liabilities  Reflected on
the Balance Sheet Under GAAP                         162,558           17,906          93,682        50,970             -
                                                   ---------        ---------       ---------     ---------     ---------
Total                                              9,310,142        2,702,240       4,949,906     1,657,996             -
                                                   =========        =========       =========     =========     =========
</TABLE>


On March 9, 2004, the Company announced a quarterly cash dividend of $.075 per
share. On February 10, 2005, the Company announced an increase in the amount of
the quarterly dividend from $.075 per share to $.20 per share.


                                       30
<PAGE>

The Company believes that cash generated from operations and borrowings under
its Credit Facility will be sufficient to fund its anticipated working capital
needs, capital expenditures and dividend payments for at least the next 12
months. In order to meet its long-term liquidity needs, the Company may need to
issue additional equity and debt securities, subject to market and other
conditions. There can be no assurance that such additional financing will be
available on terms acceptable to the Company. The failure to raise the funds
necessary to finance its future cash requirements could adversely affect the
Company's ability to pursue its strategy and could negatively affect its
operations in future periods. See "Risk Factors - Need for Additional Capital;
Uncertainty of Additional Financing" in this Item 7.

The Company from time to time may purchase its Common Stock on the open market.
During 2003, the Company, in 84 separate transactions, purchased 296,195 shares
of its Common Stock for total consideration of approximately $3.9 million at
prices ranging from $9.54 to $14.20 per share. During 2004, the Company, in
seven separate transactions, purchased 54,000 shares of its Common Stock for
total consideration of approximately $778,000 at prices ranging from $12.65 to
$18.50 per share. On August 10, 2004, the Board of Directors authorized the
Company to make up to $500,000 in open-market purchases of its Common Stock. On
November 9, 2004, the Board of Directors authorized the Company to increase the
amount available to make open-market purchases of its Common Stock by $300,000.
Such purchases may be made from time to time as the Company's management deems
appropriate.

Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," which
is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No.
123(R) is effective for public companies for interim or annual periods beginning
after June 15, 2005, supersedes APB Opinion No. 25, Accounting for Stock Issued
to Employees, and amends SFAS No. 95, Statement of Cash Flows. SFAS No. 123(R)
requires all share-based payments to employees, including grants of employee
stock options, to be recognized in the income statement based on their fair
values. Pro-forma disclosure is no longer an alternative. The new standard will
be effective for the Company, beginning in the third quarter of 2005. The
Company has not yet completed its evaluation but expects the adoption to have an
effect on the financial statements similar to the pro-forma effects reported in
"notes to consolidated financial statements, (2) significant accounting
policies, stock-based compensation plans".

In November 2004, the FASB issued SFAS 151, Inventory Costs, which revised ARB
43, relating to inventory costs. This revision is to clarify the accounting for
abnormal amounts of idle facility expense, freight, handling costs and wasted
material (spoilage). This Statement requires that these items be recognized as a
current period charge regardless of whether they meet the criterion specified in
ARB 43. In addition, this Statement requires fixed production overheads must be
allocated to the costs of conversion based on normal capacity of the production
facilities. SFAS 151 is effective for inventory costs incurred during fiscal
years beginning after June 15, 2005. The Company does not believe the adoption
of SFAS 151 will have a material impact on the Company's financial statements.

In December 2004, the FASB issued SFAS 153, Exchanges of Nonmonetary Assets,
which changes the guidance in APB Opinion 29, Accounting for Nonmonetary
Transactions. This Statement amends Opinion 29 to eliminate the exception for
nonmonetary exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. SFAS 153 is effective during fiscal years beginning after June
15, 2005. The Company does not believe the adoption of SFAS 153 will have a
material impact on the Company's financial statements.


                                       31
<PAGE>

Risk Factors

This Annual Report contains forward-looking statements. Discussions containing
such forward-looking statements may be found in the material set forth in this
Item 7. "Management's Discussion and Analysis of Financial Condition and Results
of Operations," Items 1 and 2. "Business and Properties" and Item 5. "Market for
the Registrant's Common Equity and Related Stockholder Matters," as well as in
this Annual Report generally. Investors and prospective investors are cautioned
that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties. Actual events or results may
differ materially from those discussed in the forward-looking statements as a
result of various factors, including, without limitation, the risk factors set
forth below and the matters set forth in this Annual Report generally and other
factors as may be identified from time to time in the Company's filings with the
Securities and Exchange Commission or in the Company's press releases.

Demands on Management. The Company's ability to compete effectively will depend
upon its ability to hire, train and assimilate additional management and other
employees, and its ability to expand, improve and effectively utilize its
operating, management, marketing and financial systems to accommodate its
expanded operations. Any failure by the Company's management to effectively
anticipate, implement and manage the changes required to sustain the Company's
growth may have a material adverse effect on the Company's business, financial
condition and operating results. See Items 1 and 2. "Business and Properties -
Expansion Program."

Dependence Upon Availability of Dentists and Other Personnel. The Company
believes that the profitability and operations of its Offices and its expansion
strategy are dependent on the availability and successful recruitment and
retention of dentists, dental assistants, hygienists, specialists and other
personnel. The Company may not be able to recruit or retain dentists and other
personnel for its existing and newly established Offices, which may have a
material adverse effect on the Company's expansion strategy and its business,
financial condition and operating results. See Items 1 and 2. "Business and
Properties - Operations - Dental Practice Model."

Dependence on Management Agreements, the P.C.s and Affiliated Dentists. The
Company receives management fees for services provided to the P.C.s under
Management Agreements. The Company owns most of the non-dental operating assets
of the Offices but does not employ or contract with dentists, employ hygienists
or control the provision of dental care. The Company's revenue is dependent on
the revenue generated by the P.C.s. Therefore, effective and continued
performance of dentists providing services for the P.C.s is essential to the
Company's long-term success. Under each Management Agreement, the Company pays
substantially all of the operating and non-operating expenses associated with
the provision of dental services except for the salaries and benefits of the
dentists and hygienists and principal and interest payments of loans made to the
P.C. by the Company. Any material loss of revenue by the P.C.s would have a
material adverse effect on the Company's business, financial condition and
operating results, and any termination of a Management Agreement (which is
permitted in the event of a material default or bankruptcy by either party)
could have such an effect. In the event of a breach of a Management Agreement by
a P.C., there can be no assurance that the legal remedies available to the
Company will be adequate to compensate the Company for its damages resulting
from such breach. See Items 1 and 2. "Business and Properties - Affiliation
Model."

Risks Associated with De Novo Office Development. The Company utilizes internal
and external resources to identify locations in suitable markets for the
development of de novo Offices. Identifying locations in suitable geographic
markets and negotiating leases can be a lengthy and costly process. Furthermore,
the Company will need to provide each new Office with the appropriate equipment,
furnishings, materials and supplies. Additionally, new Offices must be staffed
with one or more dentists. Because a new Office may be staffed with a dentist
with no previous patient base, significant advertising and marketing
expenditures may be required to attract patients. There can be no assurance that
a de novo Office will become profitable for the Company. See Items 1 and 2.
"Business and Properties - Expansion Program - De Novo Office Developments."

                                       32
<PAGE>

Need for Additional Capital; Uncertainty of Additional Financing. Implementation
of the Company's growth strategy has required significant capital resources.
Such resources will be needed to establish additional Offices, maintain or
upgrade the Company's management information systems, and for the effective
integration, operation and expansion of the Offices. The Company historically
has used principally cash and promissory notes as consideration in acquisitions
of dental practices and intends to continue to do so. If the Company's capital
requirements over the next several years exceed cash flow generated from
operations and borrowings available under the Company's existing Credit Facility
or any successor credit facility, the Company may need to issue additional
equity securities and incur additional debt. If additional funds are raised
through the issuance of equity securities, dilution to the Company's existing
shareholders may result. Additional debt or non-Common Stock equity financings
could be required to the extent that the Common Stock fails to maintain a market
value sufficient to warrant its use for future financing needs. If additional
funds are raised through the incurrence of debt, such debt instruments will
likely contain restrictive financial, maintenance and security covenants. The
Company may not be able to obtain additional required capital on satisfactory
terms, if at all. The failure to raise the funds necessary to finance the
expansion of the Company's operations or the Company's other capital
requirements could have a material and adverse effect on the Company's ability
to pursue its strategy and on its business, financial condition and operating
results. See "Liquidity and Capital Resources" in this Item 7.

Payment of Dividends. Various factors may hinder our declaration and payment of
cash dividends. We commenced paying a quarterly cash dividend in 2004, and
increased the quarterly cash dividend in February 2005. However, the payment of
dividends in the future is subject to the discretion of our Board of Directors,
and various factors may prevent us from paying dividends. Such factors include
our financial position, capital requirements and liquidity, the existence of a
stock repurchase program, any loan agreement restrictions, state corporate law
restrictions, results of operations and such other factors as our Board of
Directors may consider relevant.

Conduct of Practice. The practice of dentistry is regulated at both the state
and federal levels. There can be no assurance that the regulatory environment in
which the Company or the P.C.s operate will not change significantly in the
future. In addition, state and federal laws regulate health maintenance
organizations and other managed care organizations for which dentists may be
providers. In general, regulation of health care companies is increasing. In
connection with its operations in existing markets and expansion into new
markets, the Company may become subject to additional laws, regulations and
interpretations or enforcement actions. The laws regulating health care are
broad and subject to varying interpretations, and there is currently a lack of
case law construing such statutes and regulations. The ability of the Company to
operate profitably will depend in part upon the ability of the Company to
operate in compliance with applicable health care regulations.

The laws of many states, including Colorado and New Mexico, permit a dentist to
conduct a dental practice only as an individual, a member of a partnership or an
employee of a professional corporation, limited liability company or limited
liability partnership. These laws typically prohibit, either by specific
provision or as a matter of general policy, non-dental entities, such as the
Company, from practicing dentistry, from employing dentists and, in certain
circumstances, hygienists or dental assistants, or from otherwise exercising
control over the provision of dental services.

Many states, including Colorado, limit the ability of a person other than a
licensed dentist to own or control dental equipment or offices used in a dental
practice. In addition, Arizona, Colorado, New Mexico, and many other states
impose limits on the tasks that may be delegated by dentists to hygienists and
dental assistants. Some states, including Arizona, Colorado and New Mexico,
regulate the content of advertisements of dental services. Some states require
entities designated as "clinics" to be licensed, and may define clinics to
include dental practices that are owned or controlled in whole or in part by
non-dentists. These laws and their interpretations vary from state to state and
are enforced by the courts and by regulatory authorities with broad discretion.

Many states, including Colorado and New Mexico, also prohibit "fee-splitting" by
dentists with any party except other dentists in the same professional
corporation or practice entity. In most cases, these laws have been construed as
applying to the practice of paying a portion of a fee to another person for
referring a patient or otherwise generating business, and not to prohibit
payment of reasonable compensation for facilities and services (other than the
generation of referrals), even if the payment is based on a percentage of the
practice's revenues.

Managed Care Contracts: Many states have fraud and abuse laws, which apply to
referrals for items or services reimbursable by any third-party payor, not just
by Medicare and Medicaid. A number of states, including Arizona, Colorado and
New Mexico, prohibit the submitting of false claims for dental services.


                                       33
<PAGE>

In addition, there are certain regulatory risks associated with the Company's
role in negotiating and administering managed care contracts. The application of
state insurance laws to third party payor arrangements, other than
fee-for-service arrangements, is an unsettled area of law with little guidance
available. Specifically, in some states, regulators may determine that the P.C.s
are engaged in the business of insurance, particularly if they contract on a
financial-risk basis directly with self-insured employers or other entities that
are not licensed to engage in the business of insurance. If the P.C.s are
determined to be engaged in the business of insurance, the Company may be
required to change the method of payment from third-party payors and the
Company's business, financial condition and operating results may be materially
and adversely affected.

Federal laws generally regulate reimbursement and billing practices under
Medicare and Medicaid programs. The federal fraud and abuse statute prohibits,
among other things, the payment, offer, solicitation or receipt of any form of
remuneration, directly or indirectly, in cash or in kind to induce or in
exchange for (i) the referral of a person for services reimbursable by Medicare
or Medicaid, or (ii) the purchasing, leasing, ordering or arranging for or
recommending the purchase, lease or order of any item, good, facility or service
which is reimbursable under Medicare or Medicaid. Because the P.C.s receive no
revenue under Medicare and Medicaid, the impact of these laws on the Company to
date has been negligible. There can be no assurance, however, that the P.C.s
will not have patients in the future covered by these laws, or that the scope of
these laws will not be expanded in the future, and if expanded, such laws or
interpretations thereunder could have a material adverse effect on the Company's
business, financial condition and operating results.

On April 14, 2003, health care providers, including the Company, were required
to comply with the electronic data security and privacy requirements of the
HIPPA. HIPAA delegates enforcement authority to the Centers for Medicare
Services Office for Civil Rights. Noncompliance with HIPAA regulations can
result in severe penalties up to $250,000 in fines and up to ten years in
prison. As of December 31, 2004, the Company believes that it was in full
compliance with all requirements of HIPPA and there has been no material impact
on the Company due to the implementation of these new regulations.

Although the Company believes that its operations as currently conducted are in
material compliance with applicable laws, there can be no assurance that the
Company's contractual arrangements will not be successfully challenged as
violating applicable fraud and abuse, self-referral, false claims,
fee-splitting, insurance, facility licensure or certificate-of-need laws or that
the enforceability of such arrangements will not be limited as a result of such
laws. In addition, there can be no assurance that the business structure under
which the Company operates, or the advertising strategy the Company employs,
will not be deemed to constitute the unlicensed practice of dentistry or the
operation of an unlicensed clinic or health care facility. The Company has not
sought judicial or regulatory interpretations with respect to the manner in
which it conducts its business. There can be no assurance that a review of the
business of the Company and the P.C.s by courts or regulatory authorities will
not result in a determination that could materially and adversely affect their
operations or that the regulatory environment will not change so as to restrict
the Company's existing or future operations. In the event that any legislative
measures, regulatory provisions or rulings or judicial decisions restrict or
prohibit the Company from carrying on its business or from expanding its
operations to certain jurisdictions, structural and organizational modifications
of the Company's organization and arrangements may be required, which could have
a material adverse effect on the Company, or the Company may be required to
cease operations or change the way it conducts business.
See Items 1 and 2. "Business and Properties - Government Regulation."

Risks Associated with Acquisitions. The Company has grown substantially in a
relatively short period of time, in large part through acquisitions of existing
Offices and through the development of de novo Offices. Since its organization
in May 1995, the Company has completed 42 dental practice acquisitions, five of
which have been consolidated into existing Offices and one of which was closed
during 2004. In 2003, the Company embarked on a strategy to increase revenues.
Some of the initiatives begun were the signing of a lease for a de novo site in
the Phoenix area, negotiating other leases for de novo sites, evaluating
potential acquisitions, expanding the specialty services side of the business,
aggressively recruiting additional dentists and an expanded marketing plan. The
success of future acquisitions will depend on factors, which include the
following:


                                       34
<PAGE>

         o        Ability to Identify Suitable Dental Practices. Identifying
                  appropriate acquisition candidates and negotiating and
                  consummating acquisitions can be a lengthy and costly process.
                  Furthermore, the Company may compete for acquisition
                  opportunities with companies that have greater resources than
                  the Company. There can be no assurance that suitable
                  acquisition candidates will be identified or that acquisitions
                  will be consummated on terms favorable to the Company, on a
                  timely basis or at all. If a planned acquisition fails to
                  occur or is delayed, the Company's quarterly financial results
                  may be materially lower than expectations, resulting in a
                  decline, perhaps substantial, in the market price of its
                  Common Stock. In addition, increasing consolidation in the
                  dental management services industry may result in an increase
                  in purchase prices required to be paid by the Company to
                  acquire dental practices.

         o        Integration of Dental Practices. The integration of acquired
                  dental practices into the Company's networks is a difficult,
                  costly and time consuming process which, among other things,
                  requires the Company to attract and retain competent and
                  experienced management and administrative personnel and to
                  implement and integrate reporting and tracking systems,
                  management information systems and other operating systems. In
                  addition, such integration may require the expansion of
                  accounting controls and procedures and the evaluation of
                  certain personnel functions. There can be no assurance that
                  substantial unanticipated problems, costs or delays associated
                  with such integration efforts or with such acquired practices
                  will not occur. There also can be no assurance that the
                  Company will be able to successfully integrate acquired
                  practices in a timely manner or at all, or that any acquired
                  practices will have a positive impact on the Company's results
                  of operations and financial condition.

Reliance on Certain Personnel. The success of the Company depends on the
continued services of three members of the Company's senior management, its
Chief Executive Officer, Fred Birner, its President, Mark Birner, D.D.S., and
its Chief Financial Officer, Treasurer and Secretary, Dennis Genty. The Company
believes its future success will depend in part upon its ability to attract and
retain qualified management personnel. Competition for such personnel is intense
and the Company competes for qualified personnel with numerous other employers,
some of which have greater financial and other resources than the Company. The
loss of the services of one or more members of the Company's senior management
or the failure to add or retain qualified management personnel could have a
material adverse effect on the Company's business, financial condition and
operating results.

Risks Associated with Cost-Containment Initiatives. The health care industry,
including the dental services market, is experiencing a trend toward cost
containment, as payors seek to impose lower reimbursement rates upon providers.
The Company believes that this trend will continue and will increasingly affect
the provision of dental services. This may result in a reduction in per-patient
and per-procedure revenue from historic levels. Significant reductions in
payments to dentists or other changes in reimbursement by payors for dental
services may have a material adverse effect on the Company's business, financial
condition and operating results.

Risks Associated with Capitated Payment Arrangements. A portion of the Company's
net revenue is derived from capitated managed dental care contracts. Under a
capitated managed dental care contract, the dental practice provides dental
services to the members of the plan and receives a fixed monthly capitation
payment for each plan member covered for a specific schedule of services
regardless of the quantity or cost of services to the participating dental
practice which is obligated to provide them, and may receive a co-pay for each
service provided. This arrangement shifts the risk of utilization of such
services to the dental group practice that provides the dental services. Because
the Company assumes responsibility under its Management Agreements for all
aspects of the operation of the dental practices (other than the practice of
dentistry) and thus bears all costs of the provision of dental services at the
Offices (other than compensation and benefits of dentists and hygienists), the
risk of over-utilization of dental services at the Offices under capitated
managed dental care plans is effectively shifted to the Company. In contrast,
under traditional indemnity insurance arrangements, the insurance company
reimburses reasonable charges that are billed for the dental services provided.


                                       35
<PAGE>

In 2004, the Company derived approximately 9.7% of its revenues from capitated
managed dental care contracts, and 13.4% of its revenues from associated
co-payments. Risks associated with capitated managed dental care contracts
include principally (i) the risk that the capitation payments and any associated
co-payments do not adequately cover the costs of providing the dental services,
(ii) the risk that one or more of the P.C.s may be terminated as an approved
provider by managed dental care plans with which they contract, (iii) the risk
that the Company will be unable to negotiate future capitation arrangements on
satisfactory terms with managed care dental plans, and (iv) the risk that large
subscriber groups will terminate their relationship with such managed dental
care plans which would reduce patient volume and capitation and co-payment
revenue. There can be no assurance that the Company will be able to negotiate
future capitation arrangements on behalf of P.C.s on satisfactory terms or at
all, or that the fees offered in current capitation arrangements will not be
reduced to levels unsatisfactory to the Company. Moreover, to the extent that
costs incurred by the Company's affiliated dental practices in providing
services to patients covered by capitated managed dental care contracts exceed
the revenue under such contracts, the Company's business, financial condition
and operating results may be materially and adversely affected. See Items 1 and
2. "Business and Properties - Operations - Payor Mix."

Risks of Becoming Subject to Licensure. Federal and state laws regulate
insurance companies and certain other managed care organizations. Many states,
including Colorado, also regulate the establishment and operation of networks of
health care providers. In most states, these laws do not apply to
discounted-fee-for-service arrangements. These laws also do not generally apply
to networks that are paid on a capitated basis, unless the entity with which the
network provider is contracting is not a licensed health insurer or other
managed care organization. There are exceptions to these rules in some states.
For example, certain states require a license for a capitated arrangement with
any party unless the risk-bearing entity is a professional corporation that
employs the professionals. The Company believes its current activities do not
constitute the provision of insurance in Colorado or New Mexico, and thus, it is
in compliance with the insurance laws of these states with respect to the
operation of its Offices. There can be no assurance that these laws will not be
changed or that interpretations of these laws by the regulatory authorities in
those states, or in the states in which the Company expands, will not require
licensure or a restructuring of some or all of the Company's operations. In the
event that the Company is required to become licensed under these laws, the
licensure process can be lengthy and time consuming and, unless the regulatory
authority permits the Company to continue to operate while the licensure process
is progressing, the Company could experience a material adverse change in its
business while the licensure process is pending. In addition, many of the
licensing requirements mandate strict financial and other requirements, which
the Company may not immediately be able to meet. Further, once licensed, the
Company would be subject to continuing oversight by and reporting to the
respective regulatory agency. The regulatory framework of certain jurisdictions
may limit the Company's expansion into, or ability to continue operations
within, such jurisdictions if the Company is unable to modify its operational
structure to conform to such regulatory framework. Any limitation on the
Company's ability to expand could have a material adverse effect on the
Company's business, financial condition and operating results.

Risks Arising From Health Care Reform. Federal and state governments currently
are considering various types of health care initiatives and comprehensive
revisions to the health care and health insurance systems. Some of the proposals
under consideration, or others that may be introduced, could, if adopted, have a
material adverse effect on the Company's business, financial condition and
operating results. It is uncertain what legislative programs, if any will be
adopted in the future, or what action Congress or state legislatures may take
regarding health care reform proposals or legislation. In addition, changes in
the health care industry, such as the growth of managed care organizations and
provider networks, may result in lower payments for the services of the
Company's managed practices.

Risks Associated with Intangible Assets. At December 31, 2004, intangible assets
on the Company's consolidated balance sheet were $13.8 million, representing
63.1% of the Company's total assets at that date. The Company expects the amount
allocable to intangible assets on its balance sheet to increase in the future in
connection with additional acquisitions, which will increase the Company's
amortization expense. In the event of any sale or liquidation of the Company or
a portion of its assets, there can be no assurance that the value of the
Company's intangible assets will be realized. In addition, the Company
continually evaluates whether events and circumstances have occurred indicating
that any portion of the remaining balance of the amount allocable to the
Company's intangible assets may not be recoverable. When factors indicate that
the amount allocable to the Company's intangible assets should be evaluated for
possible impairment, the Company may be required to reduce the carrying value of
such assets. Any future determination requiring the write off of a significant
portion of unamortized intangible assets could have a material adverse effect on
the Company's business, financial condition and operating results.

                                       36
<PAGE>

Possible Exposure to Professional Liability. In recent years, dentists have
become subject to an increasing number of lawsuits alleging malpractice. Some of
these lawsuits involve large claims and significant defense costs. Any suits
involving the Company or dentists at the Offices, if successful, could result in
substantial damage awards that may exceed the limits of the Company's insurance
coverage. The Company provides practice management services; it does not engage
in the practice of dentistry or control the practice of dentistry by the
dentists or their compliance with regulatory requirements directly applicable to
providers. There can be no assurance, however, that the Company will not become
subject to litigation in the future as a result of the dental services provided
at the Offices. The Company maintains professional liability insurance for
itself and provides for professional liability insurance covering dentists,
hygienists and dental assistants at the Offices. While the Company believes it
has adequate liability insurance coverage, there can be no assurance that the
coverage will be adequate to cover losses or that coverage will continue to be
available upon terms satisfactory to the Company. In addition, certain types of
risks and liabilities, including penalties and fines imposed by governmental
agencies, are not covered by insurance. Malpractice insurance, moreover, can be
expensive and varies from state to state. Successful malpractice claims could
have a material adverse effect on the Company's business, financial condition
and operating results. See Items 1 and 2. "Business and Properties - Insurance."

Risks Associated with Non-Competition Covenants and Other Arrangements with
Managing Dentists. The Management Agreements require the P.C.s to enter into
employment agreements with dentists which include non-competition provisions
typically for three to five years after termination of employment within a
specified geographic area, usually a specified number of miles from the relevant
Office, and restrict solicitation of employees and patients. In Colorado,
covenants not to compete are prohibited by statute with certain exceptions.
Permitted covenants not to compete are enforceable in Colorado only to the
extent their terms are reasonable in both duration and geographic scope. Arizona
and New Mexico courts have enforced covenants not to compete if their terms are
found to be reasonable. It is thus uncertain whether a court will enforce a
covenant not to compete in those states in a given situation. In addition, there
is little judicial authority regarding whether a practice management agreement
will be viewed as the type of protectable business interest that would permit it
to enforce such a covenant or to require a P.C. to enforce such covenants
against dentists formerly employed by the P.C. Since the intangible value of a
Management Agreement depends primarily on the ability of the P.C. to preserve
its business, which could be harmed if employed dentists went into competition
with the P.C., a determination that the covenants not to compete contained in
the employment agreements between the P.C. and its employed dentists are
unenforceable could have a material adverse impact on the Company. See Items 1
and 2. "Business and Properties - Affiliation Model- Employment Agreements." In
addition, the Company is a party to various agreements with managing dentists
who own the P.C.s, which restrict the dentists' ability to transfer the shares
in the P.C.s. See Items 1 and 2. "Business and Properties - Affiliation Model -
Relationship with P.C.s." There can be no assurance that these agreements will
be enforceable in a given situation. A determination that these agreements are
not enforceable could have a material adverse impact on the Company.

Seasonality. The Company's past financial results have fluctuated somewhat due
to seasonal variations in the dental service industry, with Revenue typically
declining in the fourth calendar quarter. The Company expects this seasonal
fluctuation to continue in the future.


                                       37
<PAGE>

Competition. The dental practice management segment of the dental services
industry is highly competitive and is expected to become increasingly more
competitive. There are several dental practice management companies that are
operating in the Company's markets. There are also a number of companies with
dental practice management businesses similar to that of the Company currently
operating in other parts of the country which may enter the Company's existing
markets in the future. As the Company seeks to expand its operations into new
markets, it is likely to face competition from dental practice management
companies, which already have established a strong business presence in such
locations. The Company's competitors may have greater financial or other
resources or otherwise enjoy competitive advantages, which may make it difficult
for the Company to compete against them or to acquire additional Offices on
terms acceptable to the Company. See Items 1 and 2. "Business and Properties -
Competition."

The business of providing general dental and specialty dental services is highly
competitive in the markets in which the Company operates. Competition for
providing dental services may include practitioners who have more established
practices and reputations. The Company competes against established practices in
the retention and recruitment of general dentists, specialists, hygienists and
other personnel. If the availability of such dentists, specialists, hygienists
and other personnel begins to decline in the Company's markets, it may become
more difficult to attract qualified dentists, specialists, hygienists and other
personnel. There can be no assurance that the Company will be able to compete
effectively against other existing practices or against new single or
multi-specialty dental practices that enter its markets, or to compete against
such practices in the recruitment and retention of qualified dentists,
specialists, hygienists and other personnel. See Items 1 and 2. "Business and
Properties - Competition."

Volatility of Stock Price. The market price of the Common Stock could be subject
to wide fluctuations in response to quarterly variations in operating results of
the Company or its competitors, changes in earnings estimates by analysts,
developments in the industry or changes in general economic conditions.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk represents the risk of loss that may impact the financial position,
results of operations or cash flows of the Company due to adverse changes in
financial and commodity market prices and rates. The Company is exposed to
market risk in the area of changes in United States interest rates. Historically
and as of December 31, 2004, the Company has not used derivative instruments or
engaged in hedging activities.

Interest Rate Risk. The interest payable on the Company's line of credit is
variable based upon the LIBOR rate and the prime rate and, therefore, affected
by changes in market interest rates. At December 31, 2004, $900,000 was
outstanding with an interest rate of 5.25% (Prime). The Company may repay the
balance in full at any time without penalty. As a result, the Company does not
believe that any reasonably possible near-term changes in interest rates would
result in a material effect on future earnings, fair values or cash flows of the
Company. The Company estimates that a 1.0% increase in the interest rate on the
Company's Credit Facility would have resulted in additional interest expense of
approximately $8,400 for the year ended December 31, 2004.


                                       38
<PAGE>

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                          INDEX TO FINANCIAL STATEMENTS

Birner Dental Management Services, Inc. and subsidiaries' consolidated financial
statements as of December 31, 2003 and 2004 and for the three years ended
December 31, 2004:

                                                                         Page
                                                                         ----
    Report of Independent Registered Public Accounting Firm               40
    Consolidated Balance Sheets                                           41
    Consolidated Statements of Operations                                 42
    Consolidated Statements of Shareholders' Equity                       43
    Consolidated Statements of Cash Flows                                 44
    Notes to Consolidated Financial Statements                            46







































                                       39
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors
Birner Dental Management Services, Inc.
Denver, Colorado

We have audited the accompanying consolidated balance sheets of Birner Dental
Management Services, Inc. and subsidiaries as of December 31, 2004 and 2003, and
the related consolidated statements of income, retained earnings and cash flows
for each of the three years in the period ended December 31, 2004. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes 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 Birner Dental Management
Services, Inc. and subsidiaries as of December 31, 2004 and 2003, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2004, in conformity with U.S. generally accepted
accounting principles.




HEIN & ASSOCIATES LLP



Denver, Colorado,
February 21, 2005



                                       40
<PAGE>

                  BIRNER DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                                 December 31,
                                                                                   ---------------------------------
                                      ASSETS                                           2003                 2004
CURRENT ASSETS:                                                                    ------------         ------------
<S>                                                                                <C>                  <C>
    Cash and cash equivalents                                                      $  1,110,786         $    756,181
    Accounts receivable, net of allowance for doubtful
       accounts of $215,838 and $232,543, respectively                                2,673,041            2,976,186
    Deferred tax asset                                                                  121,475              135,826
    Income tax receivable                                                                     -               80,318
    Prepaid expenses and other assets                                                   736,424              800,671
                                                                                   ------------         ------------
              Total current assets                                                    4,641,726            4,749,182

PROPERTY AND EQUIPMENT, net                                                           2,680,169            3,164,124

OTHER NONCURRENT ASSETS:
    Intangible assets, net                                                           14,732,349           13,787,093
    Deferred charges and other assets                                                   155,461              159,440
                                                                                   ------------         ------------

              Total assets                                                         $ 22,209,705         $ 21,859,839
                                                                                   ============         ============

                       LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
    Accounts payable and accrued expenses                                          $  3,990,467         $  4,637,927
    Income taxes payable                                                                190,883                    -
    Current maturities of long-term debt                                                351,847              167,217
                                                                                   ------------         ------------
              Total current liabilities                                               4,533,197            4,805,144

LONG-TERM LIABILITIES:
    Deferred tax liability, net                                                         349,801              670,893
    Long-term debt, net of current maturities                                         2,735,576            1,078,711
    Other long-term obligations                                                         179,884              176,741
                                                                                   ------------         ------------

              Total liabilities                                                       7,798,458            6,731,489

COMMITMENTS AND CONTINGENCIES (Note 10)

SHAREHOLDERS' EQUITY:
    Preferred Stock, no par value, 10,000,000 shares
       authorized; none outstanding                                                           -                    -
    Common Stock, no par value, 20,000,000 shares
       authorized; 1,203,511 and 1,208,510 shares issued and
       outstanding, respectively                                                     12,428,363           12,125,811
    Retained earnings                                                                 1,982,884            3,002,539
                                                                                   ------------         ------------
              Total shareholders' equity                                             14,411,247           15,128,350


              Total liabilities and shareholders' equity                           $ 22,209,705         $ 21,859,839
                                                                                   ============         ============
</TABLE>

              The accompanying notes are an integral part of these
                          consolidated balance sheets.

                                       41
<PAGE>


            BIRNER DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                              Years Ended December 31,
                                                            ---------------------------------------------------------
                                                                2002                   2003                   2004
                                                            ------------           ------------          ------------
<S>                                                         <C>                    <C>                   <C>
NET REVENUE:                                                $ 30,535,697           $ 30,539,417          $ 32,170,405

DIRECT EXPENSES:
       Clinical salaries and benefits                         11,484,982             11,537,539            11,985,523
       Dental supplies                                         1,771,268              1,767,574             1,987,951
       Laboratory fees                                         2,338,095              2,366,843             2,398,743
       Occupancy                                               3,367,558              3,447,471             3,584,515
       Advertising and marketing                                 349,597                357,254               678,193
       Depreciation and amortization                           2,363,977              2,147,635             1,787,892
       General and administrative                              3,675,073              3,407,851             3,826,401
                                                            ------------           ------------          ------------
                                                              25,350,550             25,032,167            26,249,218

       Contribution from dental offices                        5,185,147              5,507,250             5,921,187

CORPORATE EXPENSES:
       General and administrative                              2,977,096              2,999,675             3,054,747
       Depreciation and amortization                             326,879                291,975               216,926
                                                            ------------           ------------          ------------

          Operating income                                     1,881,172              2,215,600             2,649,514
    Interest expense, net                                        344,744                154,656                59,062
                                                            ------------           ------------          ------------
    Income from continuing operations
       before income taxes                                     1,536,428              2,060,944             2,590,452
    Income tax expense                                           580,735                806,563             1,023,254
                                                            ------------           ------------          ------------
       Income from continuing operations                         955,693              1,254,381             1,567,198

DISCONTINUED OPERATIONS (Note 4):
    Operating (loss) attributable to assets disposed of          (35,381)              (116,082)             (120,169)
    (Loss) recognized on dispositions                                  -                      -              (192,500)
    Income tax benefit                                            13,374                 45,388               125,068
                                                            ------------           ------------          ------------

       Loss on discontinued operations                           (22,007)               (70,694)             (187,601)
                                                            ------------           ------------          ------------

    Net Income                                              $    933,686           $  1,183,687          $  1,379,597
                                                            ============           ============          ============

 Net income per share of Common Stock - Basic:
       Continuing Operations                                $        .65           $        .96          $       1.30
       Discontinued Operations                                      (.02)                  (.05)                 (.16)
                                                            ------------           ------------          ------------
Net income per share of Common Stock - Basic                $        .63           $        .91          $       1.14
                                                            ============           ============          ============

Net income per share of Common Stock - Diluted:
       Continuing Operations                                $        .59           $        .88          $       1.19
       Discontinued Operations                                      (.01)                  (.05)                 (.14)
                                                            ------------           ------------          ------------
Net income per share of Common Stock - Diluted              $        .58           $        .83          $       1.05
                                                            ============           ============          ============

Weighted average number of shares of Common Stock and dilutive securities:
       Basic                                                   1,480,490              1,302,113             1,207,922
                                                            ============           ============          ============

       Diluted                                                 1,614,315              1,427,936             1,315,527
                                                            ============           ============          ============
</TABLE>

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


                                       42
<PAGE>

            BIRNER DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                             Common Stock
                                                       --------------------------        Retained       Shareholders'
                                                        Shares          Amount           Earnings           Equity
                                                       ---------    -------------      -----------      -------------
<S>                                                    <C>          <C>                <C>              <C>
BALANCES, December 31, 2001                            1,506,705    $  16,855,661      $  (134,489)     $  16,721,172
    Common Stock options exercised                        45,348          111,359                             111,359
    Purchase and retirement of Common Stock             (117,236)      (1,161,812)                         (1,161,812)
    Exercise of Common Stock options
       recorded as compensation expense                        -           60,054                -             60,054
    Tax benefit of Common Stock options
       exercised                                               -           94,567                -             94,567
    Net Income, year-ended December 31, 2002                                               933,686            933,686
                                                       ---------    -------------      -----------      -------------

BALANCES, December 31, 2002                            1,434,817    $  15,959,829      $   799,197      $  16,759,026
    Common Stock options exercised                        64,889          224,215                             224,215
    Purchase and retirement of Common Stock             (296,195)      (3,923,688)                         (3,923,688)
    Tax benefit of Common Stock options
       exercised                                               -          158,347                -            158,347
    Other                                                                   9,660                               9,660
    Net Income, year-ended December 31, 2003                                             1,183,687          1,183,687
                                                       ---------    -------------      -----------      -------------

BALANCES, December 31, 2003                            1,203,511     $ 12,428,363       $1,982,884      $  14,411,247
    Common Stock options exercised                        58,999          234,749                             234,749
    Purchase and retirement of Common Stock              (54,000)        (777,962)                           (777,962)
    Tax benefit of Common Stock options
       exercised                                               -          240,661                             240,661
    Dividends declared on Common Stock                         -                -         (359,942)          (359,942)
    Net Income, year-ended December 31, 2004                                             1,379,597          1,379,597
                                                       ---------    -------------      -----------      -------------

BALANCES, December 31, 2004                            1,208,510    $  12,125,811      $ 3,002,539      $  15,128,350
                                                       =========    =============      ===========      =============
</TABLE>







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


                                       43
<PAGE>

      BIRNER DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES Page 1 of 2
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                 Years Ended December 31,
                                                                     ------------------------------------------------
                                                                         2002             2003                2004
                                                                     -----------      -----------          ----------
<S>                                                                  <C>              <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                        $   933,686      $ 1,183,687          $1,379,597
   Adjustments to reconcile net income to net
       cash provided by operating activities:
          Depreciation and amortization                                2,716,435        2,464,298           2,016,862
          (Gain) Loss on disposition of property                         (23,312)          17,897               2,366
          Loss recognized on abandonment of dental office                      -                -             192,500
          Provision for losses on accounts receivable                    531,180          375,251             435,813
          Provision for deferred income taxes                            172,924          324,690             306,741
          Amortization of debt issuance costs                             66,578           19,776               3,441
    Changes in assets and liabilities:
          Accounts receivable                                           (152,763)        (340,061)           (738,958)
          Prepaid expense, income tax receivable
              and other assets                                           (14,770)          (5,301)            (64,247)
          Deferred charges and other assets                                    -                -              (7,420)
          Accounts payable and accrued expenses                          737,524            9,220             556,821
          Income taxes payable                                           (18,260)         160,664            (271,201)
          Other long-term obligations                                      4,546            2,249              (3,143)
                                                                     -----------      -----------          ----------
    Net cash provided by operating activities                          4,953,768        4,212,370           3,809,172
                                                                     -----------      -----------          ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Notes receivable - related parties, net                              284,479                -                   -
    Capital expenditures                                                (513,779)        (465,460)           (905,356)
    Development of new dental centers                                          -                -            (845,071)
    Acquisition of dental offices                                     (1,158,477)               -                   -
                                                                     -----------      -----------          ----------
    Net cash used in investing activities                             (1,387,777)        (465,460)         (1,750,427)
                                                                     -----------      -----------          ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Advances - line of credit                                          1,670,000       12,825,000          17,325,000
    Repayments - line of credit                                       (1,838,000)     (10,825,000)        (18,425,000)
    Repayments - term-loan                                            (2,050,000)      (1,825,000)                  -
    Repayment of long-term debt                                         (312,327)        (344,712)           (741,495)
    Payment of financing costs                                           (16,311)          (7,703)                  -
    Proceeds from exercise of Common Stock options                       111,359          224,215             234,749
    Purchase and retirement of Common Stock                           (1,161,812)      (3,923,688)           (777,962)
    Exercise of Common Stock options recorded
      as compensation expense                                             60,054                -                   -
    Tax benefit of Common Stock options exercised                         94,567          158,347             240,661
    Common Stock cash dividends                                                -                -            (269,303)
    Other                                                                      -            9,660                   -
                                                                     -----------      -----------          ----------
    Net cash used in financing activities                             (3,442,470)      (3,708,881)         (2,413,350)
                                                                     -----------      -----------          ----------
NET INCREASE (DECREASE) IN CASH AND
    CASH EQUIVALENTS                                                     123,521           38,029            (354,605)
CASH AND CASH EQUIVALENTS, beginning of year                             949,236        1,072,757           1,110,786
                                                                     -----------      -----------          ----------

CASH AND CASH EQUIVALENTS, end of year                               $ 1,072,757      $ 1,110,786          $  756,181
                                                                     ===========      ===========          ==========
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       44
<PAGE>

                                                                     Page 2 of 2
            BIRNER DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                 Years Ended December 31,
                                                                     ------------------------------------------------
                                                                         2002             2003                2004
                                                                     -----------      -----------          ----------
<S>                                                                  <C>              <C>                  <C>
SUPPLEMENTAL DISCLOSURE OF CASH
    FLOW INFORMATION:

       Cash paid during the year for interest                        $   345,081      $   217,239          $ 123,198
                                                                     ===========      ===========          =========
       Cash paid during the year for income taxes                    $   370,880      $   266,010          $ 622,701
                                                                     =============    ===========          =========


SUPPLEMENTAL DISCLOSURES OF NONCASH
   INVESTING AND FINANCING ACTIVITIES:

       Notes payable incurred from:
          Acquisition of dental offices                              $ 1,159,000      $         -          $       -
                                                                     ===========      ===========          =========
</TABLE>
























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


                                       45
<PAGE>

            BIRNER DENTAL MANAGEMENT SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)    DESCRIPTION OF BUSINESS AND ORGANIZATION

Birner Dental Management Services, Inc., a Colorado corporation (the "Company"),
was incorporated on May 17, 1995 and manages dental group practices. As of
December 31, 2002, 2003 and 2004, the Company managed 54, 54, and 55 dental
practices (collectively referred to as the "Offices"), respectively. The Company
provides management services, which are designed to improve the efficiency and
profitability of the dental practices. These Offices are organized as
professional corporations and the Company provides its management activities
with the Offices under long-term management agreements (the "Management
Agreements").

The Company has grown primarily through acquisitions and de novo developments.
The following table highlights the Company's growth through December 31, 2004 as
follows:

                                                                      Office
                                                   De Novo       Consolidations/
                            Acquisitions       Developments        Closings
                            -------------      --------------    ---------------
       2000 and Prior             42                  18               (4)
       2001                        -                   -               (2)
       2002                        -                   -                -
       2003                        -                   -                -
       2004                        -                   2               (1)
                            -------------      --------------    ---------------

       Total *                    42                  20               (7)
                            =============      ==============    ===============

* The Company opened a de novo office in January 2005, which is not included in
the above table.

The Company's operations and expansion strategy are dependent, in part, on the
availability of dentists, hygienists and other professional personnel and the
ability to hire and assimilate additional management and other employees to
accommodate expanded operations.

(2)     SIGNIFICANT ACCOUNTING POLICIES

       Basis of Presentation/Basis of Consolidation

The accompanying consolidated financial statements have been prepared on the
accrual basis of accounting. These financial statements present the financial
position and results of operations of the Company and the Offices, which are
under the control of the Company. All intercompany accounts and transactions
have been eliminated in the consolidation. Certain prior year amounts have been
reclassified to conform to the presentation used in 2004. Such reclassification
had no effect on net income.

The Company treats Offices as consolidated subsidiaries where it has a long-term
and unilateral controlling financial interest over the assets and operations of
the Offices. The Company has obtained control of substantially all of the
Offices via long-term contractual management arrangements. Certain key features
of these arrangements either enable the Company at any time and in its sole
discretion to cause a change in the shareholder of the P.C. (i.e., "nominee
shareholder") or allow the Company to vote the shares of stock held by the owner
of the P.C. and to elect a majority of the board of directors of the P.C. The
accompanying statements of operations reflect net revenue, which is the amount
billed to patients, less dentists' and hygienists' compensation. Direct expenses
consist of all the expenses incurred in operating the Offices and paid by the
Company. Under the Management Agreements the Company assumes responsibility for
the management of most aspects of the Offices' business (other than the
provision of dental services) including personnel recruitment and training,
comprehensive administrative business and marketing support and advice, and
facilities, equipment, and support personnel as required to operate the
practice. The accompanying consolidated financial statements are presented
without regard to where the costs are incurred since under the management and
other agreements the Company believes it has long-term and unilateral control
over the assets and operations of substantially all of the Offices.

                                       46
<PAGE>

The Emerging Issues Task Force ("EITF") Issue 97-2 of the Financial Accounting
Standards Board ("FASB") covers financial reporting matters relating to the
physician practice management industry, including the consolidation of
professional corporation revenue and expenses, the accounting for business
combinations and the treatment of stock options for dentists as employee
options. The Company's accounting policies in these areas are conducted in
accordance with the provisions of EITF Issue 97-2.

A summary of the components of net revenue for the years ended December 31,
2002, 2003, and 2004 follows:

<TABLE>
<CAPTION>
                                                                              Years Ended December 31,
                                                                 ----------------------------------------------------
                                                                     2002                  2003             2004
                                                                 -------------        -------------     -------------
    <S>                                                          <C>                  <C>               <C>
    Total dental group practice revenue                          $  42,822,727        $  43,273,221     $  46,460,595
    Less - amounts retained by dental offices                       12,287,030           12,733,804        14,290,190
                                                                 -------------        -------------     -------------

    Net revenue                                                  $  30,535,697        $  30,539,417     $  32,170,405
                                                                 =============        =============     =============
</TABLE>


"Total dental group practice revenue" represents the revenue of the consolidated
and managed Offices reported at the estimated realizable amounts from insurance
companies, preferred provider and health maintenance organizations (i.e.,
third-party payors) and patients for services rendered, net of contractual and
other adjustments. Dental services are billed and collected by the Company in
the name of the Offices.

Revenue under certain third-party payor agreements is subject to audit and
retroactive adjustments. To management's knowledge, there are no material
claims, disputes or other unsettled matters that exist concerning third-party
reimbursements.

During 2002, 2003, and 2004, 13.2%, 13.4%, and 9.7%, respectively, of the
Company's gross revenue was derived from capitated managed dental care
contracts. Under these contracts the Offices receive a fixed monthly payment for
each covered plan member for a specific schedule of services regardless of the
quantity or cost of services provided by the Offices. Additionally, the Offices
may receive co-pays from the patient for certain services provided. Revenue from
the Company's capitated managed dental care contracts is recognized as earned on
a monthly basis.

During the years ended December 31, 2002, 2003 and 2004, the following companies
were responsible for the corresponding percentages of the Company's total dental
group practice revenue (includes capitation premiums and co-payments): Aetna
Healthcare was responsible for 6.6%, 6.9% and 8.0%, respectively, CIGNA Dental
Health was responsible for 6.3%, 6.7% and 6.9%, respectively, and Fortis
Benefits Insurance Company was responsible for 5.1%, 4.5% and 4.6%,
respectively.


                                       47
<PAGE>

       Net Revenue

"Net revenue from consolidated dental offices" represents the "Total dental
group practice revenue, net" less amounts retained by the Offices primarily for
compensation paid by the professional corporations to dentists and hygienists.
Dentists receive compensation based upon a specified amount per hour worked or a
percentage of revenue or collections attributable to their work, and a bonus
based upon the operating performance of the Office.


       Contribution From Dental Offices

The "Contribution from dental offices" represents the excess of net revenue from
the operations of the Offices over direct expenses associated with operating the
Offices. The revenue and direct expense amounts relate exclusively to business
activities associated with the Offices. The contribution from dental offices
provides an indication of the level of earnings generated from the operation of
the Offices to cover corporate expenses, interest expense charges and income
taxes.

       Advertising and Marketing

The costs of advertising, promotion and marketing are expensed as incurred.

       Cash and Cash Equivalents

For purposes of the consolidated balance sheets and statements of cash flows,
cash and cash equivalents include money market accounts and all highly liquid
investments with original maturities of three months or less.

       Accounts Receivable

Accounts receivable represents receivables from patients and other third-party
payors for dental services provided. Such amounts are recorded net of
contractual allowances and other adjustments at time of billing. In those
instances when payment is not received at the time of service, the Offices
record receivables from their patients, most of who are local residents and are
insured under third-party payor agreements. In addition, the Company has
estimated allowances for uncollectible accounts. The Company's allowance for
doubtful accounts reflects a reserve that reduces customer accounts receivable
to the net amount estimated to be collectible. Accounts are normally considered
delinquent after 120 days. However, estimating the credit-worthiness of
customers and the recoverability of customer accounts requires management to
exercise considerable judgment. In estimating uncollectible amounts, management
considers factors such as general economic and industry-specific conditions,
historical customer performance and anticipated customer performance. Management
continually monitors and periodically adjusts the allowances associated with
these receivables.


       Property and Equipment

Property and equipment are stated at cost or fair market value at the date of
acquisition, net of accumulated depreciation. Property and equipment are
depreciated using the straight-line method over their useful lives of five years
and leasehold improvements are amortized over the remaining life of the leases.
Depreciation was $1,979,506, $1,700,376, and $1,259,837 for the years ended
December 31, 2002, 2003 and 2004, respectively.


                                       48
<PAGE>

       Intangible Assets

The Company's dental practice acquisitions involve the purchase of tangible and
intangible assets and the assumption of certain liabilities of the acquired
Offices. As part of the purchase price allocation, the Company allocates the
purchase price to the tangible and identifiable intangible assets acquired and
liabilities assumed, based on estimated fair market values. Costs of acquisition
in excess of the net estimated fair value of tangible assets acquired and
liabilities assumed are allocated to the Management Agreement. The Management
Agreement represents the Company's right to manage the Offices during the
40-year term of the agreement. The assigned value of the Management Agreement is
amortized using the straight-line method over a period of 25 years. Amortization
was $736,929, $763,922 and $757,025 for the years ended December 31, 2002, 2003,
and 2004, respectively.

The Management Agreements cannot be terminated by the related professional
corporation without cause, consisting primarily of bankruptcy or material
default by the Company.

     Impairment of Long-Lived and Intangible Assets

In the event that facts and circumstances indicate that the carrying value of
long-lived and intangible assets may be impaired, an evaluation of
recoverability would be performed. If an evaluation were required, the estimated
future undiscounted cash flows associated with the asset would be compared to
the asset's carrying amount to determine if a write-down to market value or
discounted cash flow value would be required.

        Concentrations of Credit Risk

Financial instruments, which potentially subject the Company to concentration of
credit risk, are primarily cash and cash equivalents and accounts receivable.
The Company maintains its cash balances in the form of bank demand deposits and
money market accounts with financial institutions that management believes are
creditworthy. The Company may be exposed to credit risk generally associated
with healthcare and retail companies. The Company established an allowance for
uncollectible accounts based upon factors surrounding the credit risk of
specific customers, historical trends and other information. The Company has no
significant financial instruments with off-balance sheet risk of accounting
loss, such as foreign exchange contracts, option contracts or other foreign
currency hedging arrangements.

       Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period.

The application of accounting policies requires the use of judgment and
estimates. As it relates to the Company, estimates and forecasts are required to
determine any impairment of assets, allowances for bad debts, deferred tax asset
valuation reserves, if any, deferred revenue and employee benefit-related
liabilities.

These matters that are subject to judgments and estimation are inherently
uncertain, and different amounts could be reported using different assumptions
and estimates. Management uses its best estimates and judgments in determining
the appropriate amount to reflect in the financial statements, using historical
experience and all available information. The Company also uses outside experts
where appropriate. The Company applies estimation methodologies consistently
from year to year.



                                       49
<PAGE>

       Income Taxes

The Company accounts for income taxes (Note 10) pursuant to Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes,"
which requires the use of the asset and liability method of computing deferred
income taxes. The objective of the asset and liability method is to establish
deferred tax assets and liabilities for the temporary differences between the
book basis and the tax basis of the Company's assets and liabilities at enacted
tax rates expected to be in effect when such amounts are realized or settled.

       Earnings Per Share

The Company has adopted SFAS No. 128, which establishes standards for computing
and presenting earnings per share ("EPS") for entities with publicly held common
stock. The standard requires presentation of two categories of EPS - basic EPS
and diluted EPS. Basic EPS excludes dilution and is computed by dividing income
available to common stockholders by the weighted-average number of common shares
outstanding for the year. Diluted EPS reflects the potential dilution that could
occur if securities or other contracts to issue common stock were exercised or
converted into common stock or resulted in the issuance of common stock that
then shared in the earnings of the Company.

<TABLE>
<CAPTION>
                                                        Years Ended December 31,
                     ---------------------------------------------------------------------------------------------
                                   2002                           2003                            2004
                     -----------------------------  ------------------------------  ------------------------------
                                 Weighted    Per                Weighted     Per                Weighted     Per
                                 Average    Share                Average    Share               Average     Share
                       Income     Shares    Amount    Income     Shares     Amount    Income     Shares     Amount
                     ---------  ---------   ------  ----------  ---------   ------  ----------  ---------   ------
<S>                  <C>        <C>          <C>    <C>         <C>          <C>    <C>         <C>          <C>
Basic EPS:

Net income           $ 933,686  1,480,490    $ .63  $1,183,687  1,302,113    $ .91  $1,379,597  1,207,922    $1.14
                     =========  =========    =====  ==========  =========    =====  ==========  =========    =====


Diluted EPS:

   Net income        $ 933,686  1,614,315    $ .58  $1,183,687  1,427,936    $ .83  $1,379,597  1,315,527    $1.05
                     =========  =========    =====  ==========  =========    =====  ==========  =========    =====
</TABLE>


The difference between basic earnings per share and diluted earnings per share
for the years ended December 31, 2002, 2003 and 2004 relates to the effect of
133,825, 125,823 and 107,605, respectively, of dilutive shares of Common Stock
from stock options and warrants which are included in total shares for the
diluted calculation.

       Comprehensive Income

The FASB issued SFAS 130 "Reporting Comprehensive Income" in June 1997 which
established standards for reporting and displaying comprehensive income and its
components in a full set of general purpose financial statements. In addition to
net income, comprehensive income includes all changes in equity during a period,
except those resulting from investments by and distributions to owners. For
2002, 2003 and 2004, net income and comprehensive income were the same.

       Costs of Start-up Activities

Start-up costs and organization costs are expensed as they are incurred.

       Segment Reporting

The Company operates in one business segment, which is to manage dental
practices. The Company currently manages Offices in the states of Arizona,
Colorado and New Mexico. All aspects of the Company's business are structured on
a practice-by-practice basis. Financial analysis and operational decisions are
made at the individual Office level. The Company does not evaluate performance
criteria based upon geographic location, type of service offered or source of
revenue.


                                       50
<PAGE>

       Stock-Based Compensation Plans

As permitted under the SFAS 123, Accounting for Stock-Based Compensation, the
Company accounts for its stock-based compensation in accordance with the
provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for
Stock Issued to Employees. As such, compensation expense is recorded on the date
of grant if the current market price of the underlying stock exceeds the
exercise price. The Company follows the disclosure provisions of SFAS No. 123
and SFAS No. 148, Accounting for Stock-Based Compensation - Transition and
Disclosure.

The Company uses the intrinsic value method to account for options granted to
employees and directors. For purposes of the pro forma disclosures under SFAS
No. 123 presented below, the Company has computed the fair values of all
non-compensatory options and warrants granted to employees, directors and
dentists using the Black-Scholes pricing model and the following weighted
average assumptions:

                                         2002          2003          2004
                                       ---------     ---------     ---------
         Risk-free interest rate           3.49%         3.12%         3.30%
         Expected dividend yield              0%            0%         1.58%
         Expected lives                3.4 years     5.0 years     3.4 years
         Expected volatility                 63%           49%           38%

To estimate lives of options for this valuation, it was assumed options would be
exercised one year after becoming fully vested. All options are initially
assumed to vest. Cumulative compensation cost recognized in pro forma net income
or loss with respect to options that are forfeited prior to vesting is adjusted
as a reduction of pro forma compensation expense in the period of forfeiture.
Fair value computations are highly sensitive to the volatility factor assumed;
the greater the volatility, the higher the computed fair value of options
granted.

The total fair value of options and warrants granted was computed to be
approximately $72,000, $712,000, and $176,000 for the years ended December 31,
2002, 2003 and 2004, respectively. These amounts are amortized ratably over the
vesting periods of the options or recognized at the date of grant if no vesting
period is required. Pro forma stock-based compensation, net of the effect of
forfeitures, was $109,382, $410,303 and $(494) for the years ended December 31,
2002, 2003 and 2004, respectively.

















                                       51
<PAGE>

If the Company had accounted for its stock-based compensation plans in
accordance with SFAS No. 123, the Company's net income and net income per common
share would have been reported as follows:
<TABLE>
<CAPTION>
                                                                    2002              2003            2004
                                                                ----------       ------------      ----------
     <S>                                                        <C>              <C>               <C>
     Net income:

         As reported                                            $  933,686       $  1,183,687      $1,379,597
         Stock based compensation included in net income                 -                  -               -
         Fair value of stock based compensation,
           net of income taxes                                     (68,035)          (249,710)            299
                                                                ----------       ------------      ----------

         Pro forma                                              $  865,651       $    933,977      $1,379,896
                                                                ==========       ============      ==========

     Net income per share, basic:

         As reported                                            $      .63       $        .91      $     1.14
         Stock based compensation included in net income                 -                  -               -
         Fair value of stock based compensation,
           net of income taxes                                        (.05)              (.19)              -
                                                                ----------       ------------      ----------

         Pro forma                                              $      .58       $        .72      $     1.14
                                                                ==========       ============      ==========

     Net income per share, diluted:

         As reported                                            $      .58       $        .83      $     1.05
         Stock based compensation included in net income                 -                  -               -
         Fair value of stock based compensation,
           net of income taxes                                        (.04)              (.18)              -
                                                                ----------       ------------      ----------

         Pro forma                                              $      .54       $        .65      $     1.05
                                                                ==========       ============      ==========
</TABLE>


Weighted average shares used to calculate pro forma net income per share were
determined as described in Note 2, except in applying the treasury stock method
to outstanding options, net proceeds assumed received upon exercise were
increased by the amount of compensation cost attributable to future service
periods and not yet recognized as pro forma expense.


                                       52
<PAGE>

     Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," which
is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No.
123(R) is effective for public companies for interim or annual periods beginning
after June 15, 2005, supersedes APB Opinion No. 25, Accounting for Stock Issued
to Employees, and amends SFAS No. 95, Statement of Cash Flows. SFAS No. 123(R)
requires all share-based payments to employees, including grants of employee
stock options, to be recognized in the income statement based on their fair
values. Pro-forma disclosure is no longer an alternative. The new standard will
be effective for the Company, beginning in the third quarter of 2005. The
Company has not yet completed its evaluation but expects the adoption to have an
effect on the financial statements similar to the pro-forma effects reported in
"notes to consolidated financial statements, (2) significant accounting
policies, stock-based compensation plans".

In November 2004, the FASB issued SFAS 151, Inventory Costs, which revised ARB
43, relating to inventory costs. This revision is to clarify the accounting for
abnormal amounts of idle facility expense, freight, handling costs and wasted
material (spoilage). This Statement requires that these items be recognized as a
current period charge regardless of whether they meet the criterion specified in
ARB 43. In addition, this Statement requires fixed production overheads must be
allocated to the costs of conversion based on normal capacity of the production
facilities. SFAS 151 is effective for inventory costs incurred during fiscal
years beginning after June 15, 2005. The Company does not believe the adoption
of SFAS 151 will have a material impact on the Company's financial statements.

In December 2004, the FASB issued SFAS 153, Exchanges of Nonmonetary Assets,
which changes the guidance in APB Opinion 29, Accounting for Nonmonetary
Transactions. This Statement amends Opinion 29 to eliminate the exception for
nonmonetary exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. SFAS 153 is effective during fiscal years beginning after June
15, 2005. The Company does not believe the adoption of SFAS 153 will have a
material impact on the Company's financial statements.

     Reclassifications

Certain reclassifications have been made to the 2002 and 2003 financial
statement presentation to conform to the 2004 presentation. These
reclassifications had no effect on net income as previously stated.

 (3)   ACQUISITIONS

With each Office acquisition, the Company enters into a contractual arrangement,
including a Management Agreement, which has a term of 40 years. Pursuant to
these contractual arrangements the Company manages all aspects of the Offices,
other than the provision of dental services, and believes it has long-term and
unilateral control over the assets and business operations of each Office.
Accordingly, acquisitions are considered business combinations and treated under
the purchase method of accounting.

         2002 Acquisitions

On January 31, 2002, the Company acquired two-thirds of the remaining 50%
interest in Mississippi Dental Group for a total purchase price of $798,654. The
consideration consisted of $398,654 in cash and $400,000 in notes payable with a
term of 60 months and an interest rate of 8.0%. The Company recorded an increase
to intangible assets for the total purchase price of the 33% interest in this
Office. On April 1, 2002, the Company acquired the remaining 50% interest in
Glendale Dental Group for a total purchase price of $1,119,496. The
consideration consisted of $560,496 in cash and $559,000 in notes payable with a
term of 60 months and an interest rate of 8.0%. The Company recorded an increase
to intangible assets for the total purchase price of the remaining 50% interest
in this Office. On October 1, 2002, the Company acquired the remaining interest
in Mississippi Dental Group for a total purchase price of $399,327. The
consideration consisted of $199,327 in cash and $200,000 in notes payable with a
term of 60 months and an interest rate of 8.0%. The Company recorded an increase
to intangible assets for the total purchase price of the remaining 17% interest
in this Office.


                                       53
<PAGE>

(4)    DISCONTINUED OPERATIONS

During the third quarter of 2004, the Company closed an office in the Phoenix,
Arizona market. Discontinued operations are defined in Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", as a component of a Company that has either been disposed of
or is classified as held for sale if both the operations and cash flows of the
component have been or will be eliminated from ongoing operations of the Company
as a result of the disposal transaction and the Company will not have any
significant continuing involvement in the operations of the component after the
disposal transaction. SFAS No. 144 further provides that the assets and
liabilities of the component, if any, that has been classified as discontinued
operations be presented separately in the Company's balance sheet. The results
of operations of the component of the Company that has been classified as
discontinued operations are also reported as discontinued operations for all
periods presented. The loss recognized on dispositions is primarily the result
of the write-off of intangible assets, net of accumulated amortization.

(5)    PROPERTY AND EQUIPMENT

     Property and equipment consist of the following:
<TABLE>
<CAPTION>
                                                                                      December 31,
                                                                               ---------------------------
                                                                                   2003            2004
                                                                               -----------     -----------
         <S>                                                                   <C>             <C>
         Dental equipment                                                      $ 4,609,504     $ 5,023,918
         Furniture and fixtures                                                  1,012,879       1,083,132
         Leasehold improvements                                                  4,232,399       4,957,663
         Computer equipment, software and related items                          2,722,522       2,466,452
         Instruments                                                               854,934         950,111
                                                                               -----------     -----------
                                                                                13,432,238      14,481,276

         Less - accumulated depreciation                                       (10,752,069)    (11,317,152)
                                                                               -----------     -----------
         Property and equipment, net                                           $ 2,680,169     $ 3,164,124
                                                                               ===========     ===========
</TABLE>

(6)      DEFERRED CHARGES AND OTHER ASSETS

Deferred charges and other assets consist of the following:
<TABLE>
<CAPTION>
                                                                                      December 31,
                                                                               ---------------------------
                                                                                   2003            2004
                                                                               -----------     -----------
         <S>                                                                   <C>             <C>
         Deferred financing costs, net                                         $     4,916     $     1,476
         Deposits                                                                  150,545         157,964
                                                                               -----------     -----------
                                                                               $   155,461     $   159,440
                                                                               ===========     ===========
</TABLE>

Deferred financing costs are related to the acquisition and amendment of the
revolving credit agreement and term loan and are being amortized over the life
of the credit agreement, which expires on May 31, 2006. (Note 8).


                                       54
<PAGE>

(7) INTANGIBLE ASSETS

Intangible assets consist of Management Agreements:
<TABLE>
<CAPTION>
                                                                                      December 31,
                                                           Amortization        ---------------------------
                                                              Period              2003             2004
                                                           ------------        -----------     -----------
         <S>                                                  <C>              <C>             <C>
         Management agreements                                25 years         $18,986,442     $18,739,523
         Less - accumulated amortization                                        (4,254,093)     (4,952,430)
                                                                               -----------     -----------
         Intangible assets, net                                                $14,732,349     $13,787,093
                                                                               ===========     ===========
</TABLE>


The estimated aggregate amortization expense on the Management Agreements for
each of the five succeeding fiscal years is as follows:

                          2005         $   750,441
                          2006             750,441
                          2007             750,441
                          2008             750,441
                          2009             750,441
                                       -----------
                                       $ 3,752,205
                                       ===========































                                       55
<PAGE>

(8)      DEBT

Debt consists of the following:
<TABLE>
<CAPTION>
                                                                                              December 31,
                                                                                        ------------------------
                                                                                            2003         2004
                                                                                        -----------   ----------
       <S>                                                                               <C>          <C>
       Revolving credit agreement with a bank not to exceed
          $4.0 million, at either, or a combination of, lender's Base Rate plus
          0.5% (4.50% at December 31, 2003) or a LIBOR rate Plus 2.0% (3.15% at
          December 31, 2003), collateralized by the Company's accounts
          receivable and Management Agreements, due in
          May 2005.                                                                       2,000,000            -

       Revolving credit agreement with a bank not to exceed $4.0 million, at
          either, or a combination of, lender's Base Rate (5.25% at December 31,
          2004) or a LIBOR rate Plus 1.75% (4.16% at December 31, 2004),
          collateralized by the Company's accounts receivable and Management
          Agreements, due in
          May 2006.                                                                               -      900,000

    Acquisition notes payable:

       Due in February 2005; interest at 8%; no collateral; monthly principal
          and interest payments of $809.                                                      6,503            -
       Due in June 2005; interest at 8%; no collateral; monthly principal and
          interest payments of $2,737.                                                       46,284            -
       Due in April 2006; interest at 8%; no collateral; monthly principal and
          interest payments of $4,400.                                                      112,115       66,656
       Due in April 2006; interest at 8%; no collateral; monthly principal and
          interest payments of $4,400.                                                      112,115            -
       Due in January 2007, interest at 8%, no collateral, monthly principal and
          interest payments of $4,055.                                                      132,552            -
       Due in January 2007, interest at 8% no collateral, monthly principal and
          interest payments of $4,055.                                                      132,552            -
       Due in March 2007, interest at 8%, no collateral, monthly principal and
          interest payments of $11,335.                                                     388,109      279,272
       Due in September 2007, interest at 8%, no collateral, monthly principal and
          interest payments of  $4,055.                                                     157,193            -
                                                                                         ----------   ----------

                                                                                         $3,087,423   $1,245,928
    Less - current maturities                                                              (351,847)    (167,217)
                                                                                         ----------   ----------

    Long-term debt, net of current maturities                                            $2,735,576   $1,078,711
                                                                                         ==========   ==========
</TABLE>

                                       56
<PAGE>

       Credit Facility

On May 6, 2004, the Company amended its Credit Facility Agreement. The amended
Credit Facility allows the Company to borrow, on a revolving basis, an aggregate
principal amount not to exceed $4.0 million at either, or a combination of, the
lender's Base Rate plus a Base Rate Margin or at a LIBOR Rate plus a LIBOR Rate
Margin, at the Company's option. The lender's Base Rate computes interest at the
higher of the lender's "prime rate" or the Federal Funds Rate plus one-half
percent (0.5%), plus a Base Rate Margin of one-half percent (0.5%). The LIBOR
option computes interest at the LIBOR Rate as of the date such LIBOR Rate loan
was made plus a LIBOR Rate Margin of 1.75%. A commitment fee of 0.25% on the
average daily unused amount of the revolving loan commitment during the
preceding quarter will also be assessed. The Company may prepay any Base Rate
Loan at any time and any LIBOR Rate Loan upon not less than three business days
prior written notice given to the lender, but the Company will be responsible
for any loss or cost incurred by the lender in liquidating or employing deposits
required to fund or maintain the LIBOR Rate loan. The amended Credit Facility
expires on May 31, 2006. At December 31, 2004, the Company had $900,000
outstanding and $3.1 million available for borrowing under the revolving loan.
This consisted of $900,000 outstanding under the Base Rate Option and no
borrowings outstanding under the LIBOR Rate option. The Credit Facility requires
the Company to maintain certain financial ratios on an ongoing basis. At
December 31, 2004, the Company was in full compliance with all of its covenants
under this agreement.


The scheduled maturities of debt are as follows:

                                2005           $  167,217
                                2006            1,045,150
                                2007               33,561
                                2008                    -
                                Thereafter              -
                                               ----------
                                               $1,245,928
                                               ==========

(9) SHAREHOLDERS' EQUITY


         Treasury Stock

The Company from time to time may purchase its Common Stock on the open market.
During 2002, the Company, in 93 separate transactions, purchased 117,236 shares
of its Common Stock for total consideration of approximately $1.2 million at
prices ranging from $7.35 to $11.25 per share, of which approximately $60,000
was recorded as compensation expense in accordance with Financial Accounting
Standards Board Interpretation Number 44. During 2003, the Company, in 84
separate transactions, purchased 296,195 shares of its Common Stock for total
consideration of approximately $3.9 million at prices ranging from $9.54 to
$14.20 per share. During 2004, the Company, in seven separate transactions,
purchased 54,000 shares of its Common Stock for total consideration of
approximately $778,000 at prices ranging from $12.65 to $18.50 per share. On
August 10, 2004, the Board of Directors authorized the Company to make up to
$500,000 in open-market purchases of its Common Stock. On November 9, 2004, the
Board of Directors authorized the Company to increase the amount available to
make open-market purchases of its Common Stock by $300,000. Such purchases may
be made from time to time, as the Company's management deems appropriate. As of
December 31, 2004, approximately $567,000 of the previously authorized amount
was available for open-market purchases.

                                       57
<PAGE>

          Stock Option Plans

The Employee Stock Option Plan (the "Employee Plan ") was adopted by the Board
of Directors effective as of October 30, 1995, and as amended on September 4,
1997, February 28, 2002 and June 8, 2004, reserved 479,250 shares of Common
Stock for issuance. The Employee Plan provides for the grant of incentive stock
options to employees (including officers and employee-directors) and
non-statutory stock options to employees, directors and consultants.

The Dental Center Stock Option Plan ("Dental Center Plan") was adopted by the
Board of Directors effective as of October 30, 1995, and as amended on September
4, 1997, reserved 160,475 shares of Common Stock for issuance. The Dental Center
Plan provides for the grant of non-statutory stock options to P.C.s that are
parties to Management Agreements with the Company, and to dentists or dental
hygienists who are either employed by or an owner of the P.C.s. The Employee
Plan and Dental Center Plan are administered by a committee ("the Committee")
appointed by the Board of Directors, which determines recipients and types of
options to be granted, including the exercise price, the number of shares, the
grant dates, and the exercisability thereof. The term of any stock option
granted may not exceed ten years. The exercise price of options granted under
the Employee Plan and the Dental Center Plan is determined by the Committee,
provided that the exercise price of a stock option cannot be less than 100% of
the fair market value of the shares subject to the option on the date of grant,
or 110% of the fair market value for awards to shareholders who own more than
10% of the outstanding common stock. Options granted under the plans vest at the
rate specified in the option agreements, which generally provide that options
vest in three equal annual installments.

A summary of stock option activity under both the Employee Plan and the Dental
Center Plan as of December 31, 2002, 2003 and 2004 and changes during the years
then ended is presented below:

<TABLE>
<CAPTION>
                                                2002                      2003                      2004
                                        --------------------      ----------------------     ---------------------
                                                    Weighted                    Weighted                  Weighted
                                                    Average                     Average                   Average
                                                   Exercise                     Exercise                  Exercise
                                        Shares       Price        Shares         Price        Shares       Price
                                        -------    --------       -------       --------      -------     --------
<S>                                     <C>        <C>            <C>           <C>           <C>         <C>
Outstanding at beginning of year        282,899    $   7.81       221,088       $   7.64      271,998     $   8.99
        Granted                           5,000    $   4.60       158,000       $  11.35       40,000     $  15.66
        Canceled                        (21,463)   $  20.20       (42,201)      $  19.21      (19,292)    $  15.21
        Exercised                       (45,348)   $   2.46       (64,889)      $   3.46      (58,999)    $   3.98
                                        -------                   -------                     -------
Outstanding at end of year              221,088    $   7.64       271,998       $   8.99      233,707     $  10.89
                                        =======    ========       =======       ========      =======     ========

Exercisable at end of year              107,675     $ 13.43       171,083       $  10.49      181,207     $  10.11
                                        =======     =======      ========       ========      =======     ========

Weighted average remaining
    contractual life at end of year                    2.60                         3.40                      3.10
                                                    =======                     ========                  ========
</TABLE>













                                       58
<PAGE>

The following table summarizes information about the options outstanding at
December 31, 2004:

<TABLE>
<CAPTION>
                                             Options Outstanding                            Options Exercisable
                               --------------------------------------------            -----------------------------
                                  Number of          Weighted                             Number of
                                   Options            Average      Weighted               Options           Weighted
                               Outstanding at        Remaining      Average            Exercisable at       Average
                                 December 31,       Contractual    Exercise             December 31,        Exercise
     Range of Exercise Prices        2004              Life         Price                   2004             Price
     ------------------------      -------             ----        --------                -------          -------
<S>    <C>         <C>              <C>                <C>         <C>                      <C>             <C>
       $  0.00 --  7.80             40,832             1.80        $   2.35                 39,165          $  2.26
       $  7.81 -- 15.84            188,500             3.50        $  12.33                137,667          $ 11.76
       $ 15.85 -- 23.76                  0                         $   0.00                      0          $  0.00
       $ 23.77 -- 31.68              3,375             0.20        $  26.67                  3,375          $ 26.67
       $ 31.69 -- 39.60              1,000             0.10        $  35.73                  1,000          $ 35.00
                                   -------             ----        --------                -------          -------

       $  0.00 -- 39.60            233,707             3.10        $  10.89                181,207          $ 10.11
                                   =======             ====        ========                =======          =======
</TABLE>


       Warrants

At each of December 31, 2002, 2003 and 2004, there were outstanding warrants or
contractual obligations to issue warrants to purchase approximately 30,000
shares of Common Stock.

A summary of warrants as of December 31, 2002, 2003 and 2004, and changes during
the years then ended is presented below:
<TABLE>
<CAPTION>
                                                 2002                        2003                     2004
                                         ---------------------      -----------------------     -------------------
                                                      Weighted                     Weighted                Weighted
                                                      Average                      Average                Average
                                                      Exercise                     Exercise                Exercise
                                         Shares        Price         Shares         Price        Shares      Price
                                         ------       --------      -------         ------      --------    ------
<S>                                       <C>         <C>            <C>            <C>           <C>       <C>
Outstanding at beginning of year          7,338       $  24.14       30,000         $ 5.06        30,000    $ 5.06
       Granted                           30,000           5.06            -              -             -         -
       Cancelled                         (7,338)         24.14            -              -             -         -
                                         ------                     -------                      -------

Outstanding at end of year               30,000       $   5.06       30,000         $ 5.06        30,000    $ 5.06
                                         ======       ========      =======         ======       =======    ======

Exercisable at end of year                    -       $      -       10,002         $ 5.06        20,001    $ 5.06
                                         ======       ========      =======         ======       =======    ======


Weighted average remaining
    contractual life at end of year                       4.10                        3.10                    2.10
                                                      ========                      ======                  ======
</TABLE>

                                       59
<PAGE>

(10)   COMMITMENTS AND CONTINGENCIES

       Operating Lease Obligations

The Company leases office space under leases accounted for as operating leases.
The original lease terms are generally one to five years with options to renew
the leases for specific periods subsequent to their original terms. Rent expense
for these leases totaled $2,660,821, $2,702,512 and $2,828,775 for the years
ended December 31, 2002, 2003, and 2004 respectively. Rent expense for leases
with related parties (affiliated dentists) for the years ended December 31,
2002, 2003, and 2004 totaled $27,600, $30,674, and $-0-, respectively.

Future minimum lease commitments for operating leases with remaining terms of
one or more years are as follows:

                  Years ending December 31,
                     2005                      $ 2,517,117
                     2006                        2,153,469
                     2007                        1,624,044
                     2008                        1,171,397
                     2009                          435,629
                     Thereafter                          -
                                               -----------
                                               $ 7,901,656
                                               ===========

Certain of the Company's office space leases are structured to include scheduled
and specified rent increases over the lease term. The Company has recognized the
effects of these rent escalations on a straight-line basis over the lease terms.

          Litigation

From time to time the Company is subject to litigation incidental to its
business, which could include litigation as a result of the dental services
provided at the Offices, although the Company does not engage in the practice of
dentistry or control the practice of dentistry. The Company maintains general
liability insurance for itself and provides for professional liability insurance
to the dentists, dental hygienists and dental assistants at the Offices.
Management believes the Company is not presently a party to any material
litigation.


                                       60
<PAGE>

(11)     INCOME TAXES

The Company accounts for income taxes through recognition of deferred tax assets
and liabilities for the expected future income tax consequences of events, which
have been included in the financial statements or tax returns. Under this
method, deferred tax assets and liabilities are determined based on the
difference between the financial statement and tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.

Income tax expense (benefit) for the years ended December 31, consists of the
following:

<TABLE>
<CAPTION>
                                                                      2002               2003             2004
                                                                ----------------   -------------     -------------
               <S>                                              <C>                <C>               <C>
               Current:
                  Federal                                       $        360,115   $     406,557     $     515,142
                  State                                                   34,322          82,925            76,303
                                                                 ---------------   -------------     -------------
                                                                         394,437         489,482           591,445
                                                                 ---------------   -------------     -------------
               Deferred:
                  Federal                                                184,540         293,567           260,518
                  State                                                  (11,616)        (21,874)           46,223
                                                                 ----------------  --------------    -------------
                                                                         172,924         271,693           306,741
                                                                 ---------------   -------------     -------------

               Total income tax expense                          $       567,361   $     761,175     $     898,186
                                                                 ===============   =============     =============
</TABLE>

The Company's effective tax rate differs from the statutory rate due to the
impact of the following (expressed as a percentage of income before income
taxes):

<TABLE>
<CAPTION>
                                                                       2002             2003              2004
                                                                     -------           ------             -----
                  <S>                                                  <C>              <C>               <C>
                  Statutory federal income tax
                     expense                                           34.0%            34.0%             34.0%
                  State income tax expense                              3.3              4.2               4.8
                  Effect of permanent differences -
                     travel and entertainment expenses                  1.2              1.5                 -
                  Other                                                 (.7)             (.6)               .6
                                                                     ------            -----              ----

                                                                       37.8%            39.1%             39.4%
                                                                     ======            =====              ====
</TABLE>







                                       61
<PAGE>



Temporary differences comprise the deferred tax assets and liabilities in the
consolidated balance sheet as follows:

<TABLE>
<CAPTION>
                                                                                      December 31,
                                                                                 2003              2004
                                                                              -----------     ------------
         <S>                                                                  <C>             <C>
         Deferred tax assets current:
             Accruals not currently deductible                                $    39,025     $     46,995
             Allowance for doubtful accounts                                       82,450           88,831
                                                                              -----------     ------------
                                                                                  121,475          135,826
         Deferred tax assets long-term:
             Benefit of AMT tax credit                                             10,243                -
             Depreciation for tax under books                                     759,757          628,455
                                                                              -----------     ------------
                                                                                  770,000          628,455
         Deferred tax liabilities long-term:
             Intangible asset amortization for tax
                over books                                                     (1,119,801)      (1,299,348)
                                                                              -----------     ------------
                                                                               (1,119,801)      (1,299,348)
                                                                              -----------     ------------
         Net deferred tax asset (liability)                                   $  (228,326)    $   (535,067)
                                                                              =============   ============
</TABLE>


Deferred income taxes are recognized for the expected tax consequences in future
years for differences between the tax bases of assets and liabilities and their
financial reporting amounts, based upon enacted tax laws and statutory tax rates
applicable to the periods in which the differences are expected to affect
taxable income. The Company's significant deferred tax assets are related to:
Accruals not currently deductible, allowance for doubtful accounts and
depreciation expense for tax which is less than depreciation expense for books.
The Company has not established a valuation allowance to reduce deferred tax
assets as the Company expects to fully recover these amounts in future periods.
The Company's significant deferred tax liability is the result of intangible
asset amortization expense for tax being greater than the intangible asset
amortization expense for books. Management reviews and adjusts those estimates
annually based upon the most current information available. However, because the
recoverability of deferred taxes are directly dependent upon the future
operating results of the Company, actual recoverability of deferred taxes may
differ materially from management's estimates.

 In 2002, 2003 and 2004, the tax benefits associated with the exercise of
non-qualified options reduced taxes payable by approximately $60,000, $158,000
and $241,000, respectively and increased equity by the same amount.

The Company is aware of the risk that the recorded deferred tax assets may not
be realizable. However, management believes that it will obtain the full benefit
of the deferred tax assets on the basis of its evaluation of the Company's
anticipated profitability over the period of years that the temporary
differences are expected to become tax deductions. It believes that sufficient
book and taxable income will be generated to realize the benefit of these tax
assets.



                                       62
<PAGE>


(12)   BENEFIT PLANS

       Profit Sharing 401(k)/Stock Bonus Plan

The Company has a 401(k)/stock bonus plan. Eligible employees may make voluntary
contributions to the plan, which may be matched by the Company, at its
discretion, up to 50% of the first 6% of each employee's contribution. In
addition, the Company may make profit sharing contributions during certain
years, which may be made, at the Company's discretion, in cash or in Common
Stock of the Company. The plan was established effective April 1, 1997. For the
years ended December 31, 2003 and 2004, the Company did not make any
contributions to the plan.

         Other Company Benefits

The Company provides a health and welfare benefit plan to all regular full-time
employees. The plan includes health and life insurance, and a cafeteria plan. In
addition, regular full-time and regular part-time employees are entitled to
certain dental benefits.

(13)     DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosures About Fair Value of Financial Instruments," requires
disclosure about the fair value of financial instruments. Carrying amounts for
all financial instruments included in current assets and current liabilities
approximate estimated fair values due to the short maturity of those
instruments. The fair values of the Company's note payable are based on similar
rates currently available to the Company. The carrying values and estimated fair
values were estimated to be substantially the same at December 31, 2003 and
2004.




























                                       63
<PAGE>


(14) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following summarizes certain quarterly results of operations:

<TABLE>
<CAPTION>
                                                                                       Net Income
                                                   Contribution                        (Loss) Per
                                                       From              Net            Share of
                                    Net               Dental            Income           Common
                                   Revenue            Offices           (Loss)       Stock (Diluted)
                                -------------       -----------        ----------    ---------------
<S>                            <C>                  <C>                <C>               <C>
2002 quarter ended:
    March 31, 2002             $   7,854,892        $ 1,478,719        $  237,546        $     .15
    June 30, 2002                  7,751,672          1,250,349           242,053              .15
    September 30, 2002             7,595,389          1,299,632           263,946              .16
    December 31, 2002              7,333,744          1,156,448           190,141              .12
                                -------------       -----------        ----------        ---------

                                $ 30,535,697        $ 5,185,148        $  933,686        $     .58
                                ============        ===========        ==========        =========


2003 quarter ended:
   March 31, 2003               $  7,810,222        $ 1,398,221        $  276,697        $     .18
   June 30, 2003                   7,960,715          1,438,038           308,517              .21
   September 30, 2003              7,585,360          1,371,975           298,435              .21
   December 31, 2003               7,183,120          1,299,016           300,038              .23
                                ------------        -----------        ----------        ---------

                                $ 30,539,417        $ 5,507,250        $ 1,183,687       $     .83
                                ============        ===========        ===========       =========

2004 quarter ended:
   March 31, 2004               $  8,210,196        $ 1,661,010        $  429,016        $     .33
   June 30, 2004                   8,177,042          1,559,563           424,209              .32
   September 30, 2004              8,015,735          1,332,448           180,485              .14
   December 31, 2004               7,767,432          1,368,166           345,887              .26
                                ------------        -----------        ----------        ---------

                                $ 32,170,405        $ 5,921,187        $1,379,597        $    1.05
                                ============        ===========        ==========        =========
</TABLE>






                                       64
<PAGE>


(15) SUBSEQUENT EVENTS

On January 10, 2005, the Company opened a de novo office in the Denver, Colorado
market area.

On February 10, 2005, the Company announced the increase in the amount of the
quarterly cash dividend from $.075 per share to $.20 per share.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

None.


ITEM 9A.  CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.

The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures as of
the end of the period covered by this Annual Report. Based upon that evaluation,
the Company's Chief Executive Officer and Chief Financial Officer concluded that
the Company's disclosure controls and procedures are effective in timely
alerting them to material information relating to the Company required to be
included in the Company's periodic SEC filings.

Changes in internal controls.

There were no changes in our internal controls that has materially affected, or
is reasonably likely to material affect, the Company's internal control over
financial reporting. The Company did not need to implement any corrective
actions with regard to any significant deficiency or material weakness in its
internal controls.

                                    PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

ITEM 11.  EXECUTIVE COMPENSATION.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Pursuant to instruction G (3) to Form 10-K, Items 10, 11, 12, 13 and 14 are
omitted because the Company will file a definitive proxy statement (the "Proxy
Statement") pursuant to Regulation 14A under the Securities Exchange Act of 1934
not later than 120 days after the close of the fiscal year. The information
required by such items will be included in the Proxy Statement to be so filed
for the Company's annual meeting of shareholders to be held on or about June 7,
2005 and is hereby incorporated by reference.



                                       65
<PAGE>



                                     PART IV


ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements:

            Report of Independent Registered Public Accounting Firm

            Consolidated Balance Sheets -
                     December 31, 2003 and 2004

            Consolidated Statements of Operations -
                     Years ended December 31, 2002, 2003 and 2004

            Consolidated Statements of Shareholders' Equity - Years ended
                     December 31, 2002, 2003 and 2004

            Consolidated Statements of Cash Flows - Years ended December
                     31, 2002, 2003 and 2004

            Notes to Consolidated Financial Statements


    (2) Financial Statement Schedules:

            Report of Independent Registered Public Accounting Firm on Schedule

            II - Valuation and Qualifying Accounts -
                     Three Years Ended December 31, 2004

Inasmuch as Registrant is primarily a holding company and all subsidiaries are
wholly owned, only consolidated statements are being filed. Schedules other than
those listed above are omitted because of the absence of the conditions under
which they are required or because the information is included in the financial
statements or notes to the financial statements.

(b) The Exhibit Index lists the exhibits filed with this report.




                                       66
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                     BIRNER DENTAL MANAGEMENT SERVICES, INC.
                             a Colorado corporation



<TABLE>
<CAPTION>
<S>                                       <C>                                                            <C>
/s/ Frederic W.J. Birner                  Chairman of the Board, Chief Executive                         March 28, 2005
-------------------------------------
Frederic W.J. Birner                      Officer and Director (Principal Executive
                                          Officer)

/s/ Dennis N. Genty                       Chief Financial Officer, Secretary and                         March 28, 2005
-------------------------------------
Dennis N. Genty                           Treasurer (Principal Financial and Accounting
                                          Officer)
</TABLE>


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
<S>                                       <C>                                                            <C>

/s/ Frederic W.J. Birner                  Chairman of the Board, Chief Executive                         March 28, 2005
-------------------------------------     Officer and Director (Principal Executive
Frederic W.J. Birner                      Officer)



/s/ Mark A. Birner                        President and Director                                         March 28, 2005
-------------------------------------
Mark A. Birner, D.D.S.



/s/ Brooks G. O'Neil                      Director                                                       March 28, 2005
-------------------------------------
Brooks G. O'Neil



/s/ Paul E. Valuck                        Director                                                       March 28, 2005
-------------------------------------
Paul E. Valuck D.D.S.



/s/ Thomas D. Wolf                        Director                                                       March 28, 2005
-------------------------------------
Thomas D. Wolf
</TABLE>



                                       67
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated financial
statements of Birner Dental Management Services, Inc. for the years ended
December 31, 2002, 2003 and 2004 included in this Form 10-K and have issued our
report thereon dated February 21, 2005. Our audits were made for the purpose of
forming an opinion on the basic financial statements taken as a whole. This
Schedule II - Valuation and Qualifying Accounts is the responsibility of the
Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. The information included in this schedule for the years
ended December 31, 2002, 2003 and 2004 has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.


Hein & Associates LLP

Denver, Colorado,
February 21, 2005.






























                                       68
<PAGE>


            Birner Dental Management Services, Inc. and Subsidiaries
                          Financial Statement Schedule
                     II - Valuation and Qualifying Accounts
                         Allowance for Doubtful Accounts

                                      Column C - Additions

<TABLE>
<CAPTION>
                      Column B       Charged
                     Balance at      to costs      Charged to                        Column E
    Column A        beginning of       and           other          Column D     Balance at end
  Description          period        expenses      accounts *     Deductions**      of period
  -----------          ------        --------      ----------     ------------      ---------
<S>   <C>            <C>            <C>             <C>             <C>             <C>
      2004           $ 215,838      $ 435,813       $    -          $419,108        $ 232,543
      2003           $ 212,803      $ 375,251       $    -          $372,216        $ 215,838
      2002           $ 201,795      $ 531,180       $    -          $520,172        $ 212,803
</TABLE>


* Allowance recorded, as the result of accounts receivable acquired. **Charges
to the account are for the purpose for which the reserves were created.




















                                       69
<PAGE>

                                Index of Exhibits

 Exhibit
 Number                          Description of Document
 -------                         -----------------------
  3.1     Amended and Restated Articles of Incorporation, incorporated herein by
          reference to Exhibit 3.1 to the Company's Registration Statement on
          Form S-1 (SEC File No. 333-36391), as filed with the Securities and
          Exchange Commission on September 25, 1997.
  3.2     Amended and Restated Bylaws, incorporated herein by reference to
          Exhibit 3.3 to the Company's Registration Statement on Form S-1 (SEC
          File No. 333-36391), as filed with the Securities and Exchange
          Commission on September 25, 1997.
  4.1     Reference is made to Exhibits 3.1 through 3.2.
  4.2     Specimen Stock Certificate, incorporated herein by reference to
          Exhibit 4.2 to the Company's Registration Statement on Form S-1 (SEC
          File No. 333-36391), as filed with the Securities and Exchange
          Commission on September 25, 1997.
 10.1     Form of Indemnification Agreement entered into between the Registrant
          and its Directors and Executive Officers, incorporated herein by
          reference to Exhibit 10.1 to the Company's Registration Statement on
          Form S-1 (SEC File No. 333-36391), as filed with the Securities and
          Exchange Commission on September 25, 1997.
 10.2     Warrant Agreement dated December 27, 1996, between the Registrant and
          Cohig & Associates, Inc., incorporated herein by reference to Exhibit
          10.2 to the Company's Registration Statement on Form S-1 (SEC File No.
          333-36391), as filed with the Securities and Exchange Commission on
          September 25, 1997.
 10.3     Warrant Agreement dated May 29, 1996, between the Registrant and
          Cohig, incorporated herein by reference to Exhibit 10.3 to the
          Company's Registration Statement on Form S-1 (SEC File No. 333-36391),
          as filed with the Securities and Exchange Commission on September 25,
          1997.
 10.4     Warrant Agreement dated October 3, 1995, between the Registrant and
          Cohig, incorporated herein by reference to Exhibit 10.4 to the
          Company's Registration Statement on Form S-1 (SEC File No. 333-36391),
          as filed with the Securities and Exchange Commission on September 25,
          1997.
10.5      Warrant Certificate dated June 30, 1997, issued to Fred Birner,
          incorporated herein by reference to Exhibit 10.5 to the Company's
          Registration Statement on Form S-1 (SEC File No. 333-36391), as filed
          with the Securities and Exchange Commission on September 25, 1997.
10.6      Warrant Certificate dated November 1, 1996, issued to Fred Birner,
          incorporated herein by reference to Exhibit 10.6 to the Company's
          Registration Statement on Form S-1 (SEC File No. 333-36391), as filed
          with the Securities and Exchange Commission on September 25, 1997.
10.7      Warrant Certificate dated June 30, 1997, issued to Mark Birner,
          incorporated herein by reference to Exhibit 10.7 to the Company's
          Registration Statement on Form S-1 (SEC File No. 333-36391), as filed
          with the Securities and Exchange Commission on September 25, 1997.
10.8      Warrant Certificate dated November 1, 1996, issued to Mark Birner,
          incorporated herein by reference to Exhibit 10.8 to the Company's
          Registration Statement on Form S-1 (SEC File No. 333-36391), as filed
          with the Securities and Exchange Commission on September 25, 1997.
10.9      Warrant Certificate dated June 30, 1997, issued to Dennis Genty,
          incorporated herein by reference to Exhibit 10.9 to the Company's
          Registration Statement on Form S-1 (SEC File No. 333-36391), as filed
          with the Securities and Exchange Commission on September 25, 1997.
10.10     Warrant Certificate dated November 1, 1996, issued to Dennis Genty,
          incorporated herein by reference to Exhibit 10.10 to the Company's
          Registration Statement on Form S-1 (SEC File No. 333-36391), as filed
          with the Securities and Exchange Commission on September 25, 1997.
10.11     Warrant Certificate dated August 1, 1996, issued to James Ciccarelli,
          incorporated herein by reference to Exhibit 10.11 to the Company's
          Registration Statement on Form S-1 (SEC File No. 333-36391), as filed
          with the Securities and Exchange Commission on September 25, 1997.



                                       70
<PAGE>

10.12     Warrant Certificate dated July 15, 1997 issued to James Ciccarelli,
          incorporated herein by reference to Exhibit 10.12 to the Company's
          Registration Statement on Form S-1 (SEC File No. 333-36391), as filed
          with the Securities and Exchange Commission on September 25, 1997.

10.13     Credit Agreement, dated October 31, 1996, between the Registrant and
          Key Bank of Colorado, as amended by First Amendment to Loan Documents,
          dated as of September 3, 1997, incorporated herein by reference to
          Exhibit 10.13 to the Company's Registration Statement on Form S-1 (SEC
          File No. 333-36391), as filed with the Securities and Exchange
          Commission on September 25, 1997.
10.14     Form of Managed Care Contract with Prudential, incorporated herein by
          reference to Exhibit 10.14 to the Company's Registration Statement on
          Form S-1 (SEC File No. 333-36391), as filed with the Securities and
          Exchange Commission on September 25, 1997.
10.15     Form of Managed Care Contract with PacifiCare, incorporated herein by
          reference to Exhibit 10.15 to the Company's Registration Statement on
          Form S-1 (SEC File No. 333-36391), as filed with the Securities and
          Exchange Commission on September 25, 1997.
10.16     Letter Agreement dated October 17, 1996, between the Registrant and
          James Ciccarelli, as amended by letter agreement dated September 24,
          1997 between the Registrant and James Ciccarelli, incorporated herein
          by reference to Exhibit 10.16 to the Company's Registration Statement
          on Form S-1 (SEC File No. 333-36391), as filed with the Securities and
          Exchange Commission on September 25, 1997.
10.17     Agreement, dated August 21, 1997, between the Registrant and James
          Abramowitz, D.D.S., and Equity Resources Limited Partnership, a
          Colorado limited partnership, incorporated herein by reference to
          Exhibit 10.17 to the Company's Registration Statement on Form S-1 (SEC
          File No. 333-36391), as filed with the Securities and Exchange
          Commission on September 25, 1997.
10.18     Form of Management Agreement, incorporated herein by reference to
          Exhibit 10.18 to the Company's Registration Statement on Form S-1 (SEC
          File No. 333-36391), as filed with the Securities and Exchange
          Commission on September 25, 1997.
10.19     Employment Agreement dated September 8, 1997 between the Registrant
          and James Abramowitz, D.D.S., incorporated herein by reference to
          Exhibit 10.19 to the Company's Registration Statement on Form S-1 (SEC
          File No. 333-36391), as filed with the Securities and Exchange
          Commission on September 25, 1997.
10.20     Form of Stock Transfer and Pledge Agreement, incorporated herein by
          reference to Exhibit 10.20 to the Company's Registration Statement on
          Form S-1 (SEC File No. 333-36391), as filed with the Securities and
          Exchange Commission on September 25, 1997.
10.21     Indenture, dated as of December 27, 1996, between the Registrant and
          Colorado National Bank, a national banking association, as Trustee,
          incorporated herein by reference to Exhibit 10.21 to the Company's
          Registration Statement on Form S-1 (SEC File No. 333-36391), as filed
          with the Securities and Exchange Commission on September 25, 1997.
10.22     Indenture, dated as of May 15, 1996, between the Registrant and
          Colorado National Bank, a national banking association, as Trustee,
          incorporated herein by reference to Exhibit 10.22 to the Company's
          Registration Statement on Form S-1 (SEC File No. 333-36391), as filed
          with the Securities and Exchange Commission on September 25, 1997.
10.23     Birner Dental Management Services, Inc. 1995 Employee Stock Option
          Plan, including forms of Incentive Stock Option Agreement and
          Non-statutory Stock Option Agreement under the Employee Plan,
          incorporated herein by reference to Exhibit 10.23 to the Company's
          Registration Statement on Form S-1 (SEC File No. 333-36391), as filed
          with the Securities and Exchange Commission on September 25, 1997.
10.24     Birner Dental Management Services, Inc. 1995 Stock Option Plan for
          Managed Dental Centers, including form of Non-statutory Stock Option
          Agreement under the Dental Center Plan, incorporated herein by
          reference to Exhibit 10.24 to the Company's Registration Statement on
          Form S-1 (SEC File No. 333-36391), as filed with the Securities and
          Exchange Commission on September 25, 1997.


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<PAGE>

10.25     Profit Sharing 401(k)/Stock Bonus Plan of the Registrant, incorporated
          herein by reference to Exhibit 10.25 to the Company's Registration
          Statement on Form S-1 (SEC File No. 333-36391), as filed with the
          Securities and Exchange Commission on September 25, 1997.

10.26     Form of Stock Transfer and Pledge Agreement with Mark Birner, D.D.S.,
          incorporated herein by reference to Exhibit 10.26 of Pre-Effective
          Amendment No. 1 to the Company's Registration Statement on Form S-1
          (SEC File No. 333-36391), as filed with the Securities and Exchange
          Commission on November 7, 1997.
10.27     Stock Purchase, Pledge and Security Agreement, dated October 27, 1997,
          between the Company and William Bolton, D.D.S., incorporated herein by
          reference to Exhibit 10.27 of Pre-Effective Amendment No. 1 to the
          Company's Registration Statement on Form S-1 (SEC File No. 333-36391),
          as filed with the Securities and Exchange Commission on November 7,
          1997.
10.28     Stock Purchase, Pledge and Security Agreement, dated October 27, 1997,
          between the Company and Scott Kissinger, D.D.S., incorporated herein
          by reference to Exhibit 10.28 of Pre-Effective Amendment No. 1 to the
          Company's Registration Statement on Form S-1 (SEC File No. 333-36391),
          as filed with the Securities and Exchange Commission on November 7,
          1997.
10.29     Second Amendment to Loan Documents dated November 19, 1997 between the
          Registrant and Key Bank of Colorado, incorporated herein by reference
          to Exhibit 10.29 of Pre-Effective Amendment No. 2 to the Company's
          Registration Statement on Form S-1 (SEC File No. 333-36391), as filed
          with the Securities and Exchange Commission on November 25, 1997.
10.30     Form of Financial Consulting Agreement between the Company and Joseph
          Charles & Associates, Inc., incorporated herein by reference to
          Exhibit 10.30 of Post-Effective Amendment No. 2 to the Company's
          Registration Statement on Form S-1 (SEC File No. 333-36391), as filed
          with the Securities and Exchange Commission on January 14, 1998.
10.31     Form of Purchase Option for the Purchase of Shares of Common Stock
          granted to Joseph Charles & Associates, Inc., incorporated herein by
          reference to Exhibit 10.31 of Post-Effective Amendment No. 2 to the
          Company's Registration Statement on Form S-1 (SEC File No. 333-36391),
          as filed with the Securities and Exchange Commission on January 14,
          1998.
10.32     Third Amendment to Loan Documents date September 31, 1998 between the
          Registrant and Key Bank of Colorado, incorporated herein by reference
          to Exhibit 10.32 of the Company's Form 10-Q for the quarterly period
          ended September 30, 1998 filed with the Securities and Exchange
          Commission on November 16, 1998.
10.33     Fourth Amendment to Loan Document dated December 31, 1998 between the
          Registrant and Key Bank of Colorado, incorporated herein by reference
          to Exhibit 10.33 of the Company's Form 10-K for the annual period
          ended December 31, 1998 filed with the Securities and Exchange
          Commission on March 31, 1999.
10.34     Fifth Amendment to Loan Document dated May 28, 1999 between the
          Registrant and Key Bank of Colorado, incorporated herein by reference
          to Exhibit 10.34 of the Company's Form 10-Q for the quarterly period
          ended June 30, 1999 filed with the Securities and Exchange Commission
          on August 12, 1999.
10.35     Sixth Amendment to Loan Document dated September 20, 1999 between the
          Registrant and Key Bank of Colorado, incorporated herein by reference
          to Exhibit 10.35 of the Company's Form 10-Q for the quarterly period
          ended September 30, 1999 filed with the Securities and Exchange
          Commission on November 15, 1999.
10.36     Seventh Amendment to Loan Document dated March 24, 2000 between the
          Registrant and Key Bank of Colorado, incorporated herein by reference
          to Exhibit 10.36 of the Company's Form 10-K for the annual period
          ended December 31, 1999 filed with the Securities and Exchange
          Commission on March 30, 2000.
10.37     Eighth Amendment to Loan Document dated September 29, 2000 between
          Registrant and Key Bank of Colorado, incorporated herein by reference
          to Exhibit 10.37 of the Company's Form 10-Q for the quarterly period
          ended September 30, 2000 filed with the Securities and Exchange
          Commission on November 13, 2000.
10.38     Amended and Restated Credit Agreement dated December 17, 2001 between
          Registrant and Key Bank of Colorado, incorporated herein as Exhibit
          10.38 of the Company's Form 10-K for the annual period ended December
          31, 2001.
10.39     First Amendment to Amended and Restated Credit Agreement dated April
          30, 2002 between Registrant and Key Bank of Colorado, incorporated
          herein as Exhibit 10.39 of the Company's Form 10-Q for the quarterly
          period ended March 31, 2002 filed with the Securities and Exchange
          Commission on May 6, 2002.



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10.40     Second Amendment to Amended and Restated Credit Agreement dated
          September 9, 2002 between Registrant and Key Bank of Colorado,
          incorporated herein as Exhibit 10.40 of the Company's Form 10-Q for
          the quarterly period ended September 30. 2002 filed with the
          Securities and Exchange Commission on November 8, 2002.
10.41     Fourth Amendment to Amended and Restated Credit Agreement dated April
          24, 2003 between the Registrant and Key Bank of Colorado, incorporated
          herein as Exhibit 10.41 of the company's form 10-Q for the quarterly
          period ended March 31, 2003 filed with the Securities and Exchange
          Commission on May 8, 2003.
10.42     Birner Dental Management Services, Inc. Code of Ethics
10.43     Second Amended and Restated Credit Agreement dated August 7, 2003
          between Registrant and Key Bank of Colorado, incorporated herein as
          Exhibit 10.41 of the Company's Form 10-K for the annual period ended
          December 31, 2003.
23*       Hein & Associates LLP consent dated March 28, 2005.
31.1* &   Certification of 10-K report pursuant to Section 302 of the Sarbanes-
31.2*     Oxley Act of 2002.
32.1*     Certification of 10-K report pursuant to Section 906 of the Sarbanes-
          Oxley Act of 2002.


*  Filed with this Form 10-K.

















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