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UNITED STATES  SECURITIES AND EXCHANGE COMMISSION  Washington, D.C. 20549
**FORM 10-QSB******
(Mark One) 
__**X**___ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE     SECURITIES EXCHANGE ACT OF 1934 **For the quarterly period ended September 30, 2006   
______
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE     EXCHANGE ACT 
For the transition period from________to _______  
Commission File Number: **000-52077**
 
  **DENTALSERV.COM        
(Name of small business issuer in its charter)           **Nevada  **91-2015980       
(State of other jurisdiction of incorporation or     organization)  
(I.R.S. Employer I.D. No.)          **P.O. Box 741, Bellevue, WA **98009     
(Address of principal executive offices) 
(Zip Code)          
Issuer's telephone number**(425) 453-0355**     **Not Applicable      
(Former names, former address and former fiscal year, if     changed since last report) Check whether the issuer (1) filed all reports required    to be filed by Section 13 or 15(d) of the Exchange Act during the past 12    months (or for such shorter period that the registrant was required to file    such reports), and (2) has been subject to such filing requirements for the    past 90 days. Yes [ **X**] No [  ] Indicate by check mark whether the registrant is a large    accelerated filer, an accelerated filer, or a non-accelerated filer. See    definition of "accelerated filer and large accelerated filer" in Rule 12b-2    of the Exchange Act                                                   Large accelerated filer [ ] Accelerated Filer [ ] Non-accelerated filer [    **X** ] Indicate by check mark whether the registrant is a shell    company (as defined in Rule 12b-2 of the Exchange Act).           Yes [**X**] No []    
 

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**APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY  PROCEEDINGS DURING THE PRECEDING FIVE YEARS**
Check whether the issuer has filed all documents and reports required to be  filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of  securities under a plan confirmed by a court. [ ] No [  ] 
**Not Applicable
**APPLICABLE ONLY TO CORPORATE ISSUERS**
State the number of shares outstanding of each of the issuer's classes of  common equity, as of the latest practicable date: **5,573,500common shares  issued and outstanding as of November 7, 2006.**
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [**X**]  

 

 

 

 

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** 

TABLE OF CONTENTS

 
PART 1 - FINANCIAL   INFORMATION1 Item 1 - Financial   Statements1 Item 2 - Management's   Discussion and Analysis or Plan of Operations9  Formation9  Our Business.9  Employees12  Our Proposed Plan of   Operation13  Off-Balance Sheet   Arrangement14  Subsequent Events14  Critical Accounting   Policies and Estimates14 Item 3 - Controls and   Procedures14    PART II OTHER   INFORMATION8 Item 1 - Legal   Proceedings8 Item 1A. Risk Factors8 Item 2. Unregistered   Sales of Equity Securities and Use of Proceeds10 Item 3 - Defaults Upon   Senior Securities10 Item 4 - Submission of   Matters to a Vote of Security Holders10 Item 5 - Other   Information10 Item 6 - Exhibits and   Reports on Form 8-K10     *       Exhibits*10     *       Reports on Form 8-K*11   **SIGNATURES   **11                                                                                                                                                                                                 **
                        

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** 

PART 1 -  FINANCIAL INFORMATION*****Item 1 - Financial  Statements***
 

The information in this report for the nine months ended September 30,  2006, is unaudited but includes all adjustments (consisting only of normal  recurring accruals, unless otherwise indicated) which DentalServ.com ("**DentalServ**"  or the "**Company**") considers necessary for a fair presentation of the  financial position, results of operations, changes in stockholders' equity and  cash flows for those periods.

The financial statements should be read in conjunction with DentalServ's  financial statements and the notes thereto contained in DentalServ's Audited  Financial Statements for the year ended December 31, 2005, in the Form 10KSB  filed with the SEC on September 19, 2006.

Interim results are not necessarily indicative of results for the full  fiscal year.

The unaudited financial statements start on the next page.

 

 

 

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** 

DENTALSERV.COM

 
**TABLE OF CONTENTS**
**PAGE #**      Review Report  
1       Financial Statements         Balance Sheet  
2        Statement of Operations   
3        Statement of Cash Flows
4       Notes to Financial Statements
5-6 
**                                                                                                                                                            **

 

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GEORGE STEWART, CPA  2301 SOUTH JACKSON STREET, SUITE 101-G  SEATTLE, WASHINGTON 98144  (206) 328-8554 FAX(206) 328-0383

 
**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
  To the Board of Directors and  Stockholders of Dentalserv.com

  I have reviewed the condensed balance sheet of Dentalserv.com as of  September 30, 2006, and the related condensed statements of operations for the  three-month and nine-months ended September 30, 2006 and 2005 and for the  period from December 15, 1999 (inception), to September 30, 2006 and condensed  statements of cash flows for the nine months ended September 30, 2006 and 2005  and for the period from December 15, 1999 (inception), to September 30, 2006.  These financial statements are the responsibility of the company's management.  

I conducted my review in accordance with the standards of the Public  Company Accounting Oversight Board (United States). A review of interim  financial information consists principally of applying analytical procedures  and making inquiries of persons responsible for financial and accounting  matters. It is substantially less in scope than an audit conducted in  accordance with standards of the Public Company Accounting Oversight Board  (United States), the objective of which is the expression of an opinion  regarding the financial statements taken as a whole. Accordingly, I do not  express such an opinion.

Based on my review, I am not aware of any material modifications that  should be made to the accompanying interim financial statements for them to be  in conformity with generally accepted accounting principles in the United  States of America.

I have previously audited, in accordance with auditing standards of the  Public Company Accounting Oversight Board (United States), the balance sheet  of Dentalserv.com as of December 31, 2005, and the related statements of  operations, retained earnings and cash flows for the year then ended (not  presented herein); and in my report dated May 9, 2006, I expressed a going  concern opinion on those financial statements. In my opinion, the information  set forth in the accompanying condensed balance sheet as of December 31, 2005,  is fairly stated, in all material respects, in relation to the balance sheet  from which it has been derived.

 

/s/ George Stewart, CPA

Bellevue, Washington  November 1, 2006

 

 

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Dentalserv.com    (A Development Stage Company)
Balance SheetAssets
September
December
30, 2006
31, 2005Current AssetsCash
$          89 
$            - Total Current Assets
89
0Other Assets
7,500
7,500TOTAL ASSETS
$     7,589 
$    7,500 Liabilities and   Stockholders' EquityBank Overdraft
42Officers Advances (Note   #6)
$    8,271 
$    4,000 Accounts Payable
0
0Total Current   Liabilities
8,271
4,042Stockholder's EquityCommon stock, $.001 par   value, authorized100,000,000 shares;   5,573,500 shares and 5,573,500    shares issuedand outstanding at   September 30, 2006 andDecember 31, 2005   respectively
1,750
1,750Additional paid in   capital
22,821
22,821Deficit accumulated   during the development stage
-25,253
-21,113Total Stockholder's   Equity (Deficit)
-682
3,458TOTAL LIABILITIES ANDSTOCKHOLDER'S EQUITY   (DEFICIT)
$    7,589 
$     7,500 See notes to financial   statements
 

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Dentalserv.com    (A Development Stage Company)
Statement of Operations
December    15, 1999
Three Months
Three Months
Nine Months
Nine Months
(inception)Ended Sep      30,Ended Sep      30,
Ended Sep    30,
Ended   Sep    30,
Ended Sep    30,
2006
2005
2006
2006
2006IncomeRevenue
$             - 
$             - 
$             - 
$             - 
$              - ExpensesGeneral and   Administrative
1,230
1,107
4,139
3,310
25,253Total Expenses
1,230
1,107
4,139
3,310
25,253Net Loss
$   (1,230)
$   (1,107)
$   (4,139)
$  (3,310)
$  (25,253)Net Loss per share     Basic and diluted
($  0.0002)
 ($  0.0002)
($ 0.0007)
($ 0.0006)
 ($   0.0046)Weighted average number   of common shares   outstanding
5,573,500
5,523,500
5,573,500
5,573,500
5,523,500See notes to financial   statements
 

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Dentalserv.com    (A Development Stage Company)
Statement of Cash Flows
   February 9, 2000   (inception)   Ended Sep 30,   2006

Nine Months
Nine Months
Ended Sep    30,
Ended Sep    30,
2006
2005Cash Flows from   Operating ActivitiesNet (Loss)
$ (4,139)
$ (3,310)
$ (25,253)Adjustments to reconcile   net loss to cash (used) in operating   activitiesChanges in assets and   liabilitiesAccounts Payable
0
0
0Officers Notes Payable
0
0
0Officers Advances   Payable
4,270
2,500
8,271Net Cash (used) in   operating results
131
-810
-16,982Cash flows from   Financing ActivitiesProceeds from issuance   of common stock
0
0
17,071Net increase (decrease)   in cash
131
-810
89Cash at Beginning of   Period
-42
1,899
0Cash at End of Period
$ 89 
$ 1,089 
$ 89 See notes to financial   statements
 

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**DENTALSERV.COM   (A DEVELOPMENT STAGE COMPANY)  NOTES TO FINANCIAL STATEMENTS  September 30, 2006 AND 2005

 

Note 1 - History and Organization of the Company

The Company was organized December 15, 1999, under the laws of the State of  Nevada as Dentalserv.com. The company currently has no operations and, in  accordance with SFAS # 7, is considered a development stage company.

On December 15, 1999, the Company issued 900,000 shares of its $0.001 par  value common stock for cash of $ 1,800. 

On September 20, 2003, the Company authorized a stock split of 5.5 shares  for each outstanding share.

On September 20, 2003, the Company issued 495,000 shares of its $0.001 par  value common stock for cash of $ 495.

On December 7, 2003, the company issued 78,500 shares of its $0.001 per  value stock for cash of $ 11,775.

On February 19, 2005 the Company issued 50,000 shares at a deemed value of  $0.15 for an operating software product.
**Note 2 - Accounting Policies and Procedures**
The company has not determined its accounting policies and procedures,  except as follows:

The company uses the accrual method of accounting.

Earnings per share are computed using the weighted average number of shares  of common stock outstanding.

The Company has not yet adopted any policy regarding payment of dividends.  No dividends have been paid since inception.

In April 1998, the American Institute of Certified Public Accountant's  issued Statement of Position 98-5 ("SOP 98-5"), Reporting on the Costs of  Start-up Activities which provides guidance on the financial reporting of  start-up costs and organization costs. It requires costs of start-up  activities and organization costs to be expensed as incurred. SOP 98-5 is  effective for fiscal years beginning after December 15, 1998, with initial  adoption reported as the cumulative effect of a change in accounting  principle.

The preparation of financial statements in conformity with generally  accepted accounting principles requires management to make estimates and  assumptions that affect the reported amounts of assets and liabilities at the  date of the financial statements and the reported amounts of revenue and  expenses during the reporting period. Actual results could differ from those  estimates. 
**Note 3 - Warrants and Options**
There are no warrants or options outstanding to issue any additional shares  of common stock of the Company. 

 

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**Note 4 - Going Concern

The company's financial statements are prepared using the generally  accepted accounting principles applicable to a going concern, which  contemplates the realization of assets and liquidation of liabilities in the  normal course of business. However, the Company has no current source of  revenue. Without realization of additional capital, it would be unlikely for  the Company to continue as a going concern. It is management's plan to seek  additional capital through further equity financings and seeking necessary  bank loans.
**Note 5 - Related Party Transactions**
The Company neither owns nor leases any real or personal property. Office  services are provided without charge by Harry Miller, the sole officer and  director of the Company. Such costs are immaterial to the financial statements  and accordingly, have not been reflected therein. The sole officer and  director of the Company is involved in other business activities and may, in  the future, become involved in other business opportunities. If a specific  business opportunity becomes available, he may face a conflict in selecting  between the Company and his other business interests. The Company has not  formulated a policy for the resolution of such conflicts. 
**Note 6 - Officers Advances**
While the Company is seeking additional capital, an officer of the Company  has advanced funds to the Company to pay for any costs incurred by it. These  funds are interest free. The balances due Mr. Miller were $ 8,271 and $ 2,500  on September 30, 2006 and September 30, 2005 respectively. 

 

 

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*** 

Item 2 - Management's  Discussion and Analysis or Plan of Operations.***
THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION  OF DENTALSERV FOR THE 3RD QUARTER PERIOD ENDED SEPTEMBER 31, 2006 AND SHOULD  BE READ IN CONJUNCTION WITH DENTALSERV'S FINANCIAL STATEMENTS, INCLUDING THE  NOTES THERETO CONTAINED ELSEWHERE IN THE FORM 10-QSB.

Our consolidated financial statements are stated in United States Dollars  and are prepared in accordance with United States Generally Accepted  Accounting Principles. 
*Formation.***
DentalServ.Com. ("**DentalServ**"), was incorporated in  the State of Nevada on December 15, 1999. DentalServ is registered as a  foreign corporation in the State of Washington under the name "**DentalServ.Com,  Corp**."). The principal address of DentalServ is P.O. Box 741 Bellevue,  Washington 98009. DentalServ had planned to develop its software package in  2000-2003 but Harry Miller, the Principal, became engaged in other  enterprises. Although DentalServ maintained its eligibility, it was dormant  during those years. The result of an attempt to develop the package in 2003  proved unacceptable. A new software developer was engaged in late 2004 leading  to the development of a new suitable product.

DentalServ has not been involved in any bankruptcy,  receivership or similar proceeding nor has there been any material  reclassification or merger, consolidation or purchase or sale of a significant  amount of assets not in the ordinary course of business. 

On September 20, 2003, DentalServ completed a 5.5 for 1  forward split of its issued and outstanding share capital.
*Our Business.***Principal Product**
DentalServ a development-stage company was founded for the purpose of  supplying to customers in the dental profession integrated software packages  for office administration and management systems. Our dental software package  will automate the administrative, financial and clinical information  management functions of dental, orthodontic and oral and maxillofacial surgery  practices. Features include the following components:
- Administrative      - patient registration,
  - appointment scheduling,
  - patient correspondence,
  - staffing management,
  - referral management, and 
  - management reporting; 
- Financial:      - patient billing,
  - insurer billing, and
  - accounts receivable; and 
- Patient information:      - patient dental history,
  - Record of patient visits, and 
  - Treatment planning. 

All information will be stored in a Microsoft XP database.

 

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We plan on developing our software product in such a way that it may be  installed either in computers located in the doctor's office, or by a download  from DentalServ's website.
**Industry Overview**
It is estimated that the worldwide industry sales of dental practices  management software currently exceeds $200 million annually and is expected to  grow 8% to 10% per year. The United States represents the majority of the  foregoing sales figures and expected growth. The increase in sales is directly  related to the automation of dental offices. Approximately 69% of all dentists  in United States practice on their own. According to the American Dental  Association the majority of these practitioners ten years ago did not use  computer except for basic processing and accounting purposes.

Today, dental offices are looking to automate all areas of their practice  in order to increase efficiency and profitability. This change is also being  by the increase in HMO insurance providers who require electronic on-line  billing. 

There are over fifty-eight recognized companies offering practice  management software to the dental industry in the United States. Almost all of  these applications provide: administrative functions (scheduling); financial  functions (billing) and receivables management. Three companies have captured  approximately 70% of the dental practice management software. In no particular  order they are: PracticeWorks, Inc. (which just announced a takeover bid by  Kodak), Patterson Dental Supply, Inc. (Eagle Soft), and Henry Schein, Inc. (Dentrix  Dental Systems, Inc.)

Despite the number of companies currently in this field we believe there is  a niche for a new dental practice management software. What most of the  programs on the market lack is vertical compatibility to other practice  management software and other non-practice management software a dental office  may be using. It is our opinion that the majority of the existing dental  management software programs were not designed for dental offices and sole  practitioner offices in particular and therefore:
- fail to handle the complexity of pricing created by HMO insurance   programs;
- cost more than solo offices deem reasonable to their perceived value;   
- are difficult to use and require extensive staff training;
- require a software expert to install and troubleshoot glitches in the   software;
- are difficult to upgrade without losing information; and 
- do not allow information to be easily transferred or utilized in other   software applications.

We plan to develop a product that can address at least some, if not all, of  these concerns.
**Business Strategy**
As stated above, we are at the preliminary stage of developing a dental  practice management software program. We currently have a prototype available  for beta testing.

Our business strategy is over the course of the next twelve months is to:
- Beta test this product in three stages: a. in-house on various operating   platforms. b. utilize independent testers for ease of usability and c. at a   number of participating dentists offices.
- Develop a web site. Currently DentalServ.com will become available at the   beginning of September and DentalServ is in line to resecure it.
- Develop a marketing and branding program.
- Demonstrate product at trade shows and dental offices.

DentalServ raised $11,755 via a 504 private placement offering within the  State of Washington in December of 2003. We will however, need to raise a  significant amount of additional capital prior to introducing our product. We are in the process of determining the amount required. However,  we contemplate that the sum will exceed $500,000.

 

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**Sales and Marketing**
To date we have conducted no sales or marketing campaign. Nor do we intend  to start a sales and marketing program until we finish beta testing our  software program.

We anticipate that when we are ready to start a sales and marketing  campaign we will target potential customers located in the North West and  principally through participation in trade show demos dental office  introduction, direct mailings and advertising.
**Competition**
The market for software office programs in intensely competitive, rapidly  evolving, highly fragmented and subject to rapid technological change. We face  competition from:
- national and regional practice management application providers. The   three main companies being- PracticeWorks, Inc. (which just announced a bid   by Kodak). Patterson Dental Supply, Inc. (Eagle Soft), and Henry Schein, Inc.   (Dentrix Dental Systems, Inc.);
- application services providers, such as the Trizetto Group, Inc.;
- traditional and online suppliers of dental, medical and office supplies;   and 
- independent software development companies and developers.

Most, if not all, of these companies have greater financial, development,  technical, marketing and sales resources than we have. Competitive factors we  believe are key in dental software industry in order of importance are:
- price;
- ease of implementation;
- product features and functionality;
- customer service, support and satisfaction; and
- ongoing product improvements.

Our initial competitive focus will be on price and ease of implementation.  We feel that we can deliver the service at a substantial discount to  competitors, and in effect undercutting virtually all.
**Research and Development**
Over the last year, we have been investigating the dental software industry  and have spent considerable time looking at various available products. We  also developed one beta dental office accounting software program that after  preliminary testing we decided to abandon due to compatibility flaws.  Subsequently, we entered into an agreement with a senior software developer  and he has delivered a program that after beta testing should be the answer to  our search. The terms of the agreement was a payment of $2,000 and the issuing  of 50,000 common shares upon completion of the product.
**Environmental Compliance**
The nature of DentalServ's business does not require special environmental  or local government approval. DentalServ is compliant with all environmental  laws. There is not cost to DentalServ for such compliance.

 

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**Patents & Trademarks**
Management of DentalServ regards certain aspects of DentalServ's internal  operations, software and documentation as proprietary, and intend to rely on a  combination of contract, copyright, trademark and trade secret laws and other  measures, including confidentiality agreements, to protect DentalServ's  proprietary information. Existing copyright laws afford only limited  protection. We believe that, because of the rapid pace of technological change  in the computer software industry, trade secret and copyright protection is  less significant than other factors such as the knowledge, ability and quality  of software product. We cannot guarantee that these protections will be  adequate or that our competitors will not independently develop technologies  that are substantially equivalent or superior to our technology. In addition,  the laws of certain countries in which our software products are or may be  licensed do not protect our software products and intellectual property rights  to the same extent as the laws of the United States. 

Management of DentalServ believes that DentalServ's products, trademarks,  and other proprietary rights do not infringe on the proprietary rights of  third parties. However, we cannot guarantee that third parties will not assert  infringement claims against us with respect to current or future software  products or that any such assertion may not require us to enter into royalty  arrangements or result in costly litigation.

Our future license agreements with our customers will contain provisions  designed to limit the exposure to potential product liability claims. It is  possible, however, that the limitation of liability provisions contained in  these license agreements may not be valid as a result of future federal, state  or local laws or ordinances or unfavorable judicial decisions. Damage or  injunctive relief resulting under such a successful claim could seriously harm  our business. 
**Government Regulation**
DentalServ and its dental practice management software is subject to the  Health Insurance Portability and Accountability act of 1996, or HIPAA. HIPAA  provides national standards to facilitate the electronic exchange of health  information and to ensure the confidentiality and security of such  information. HIPAA covers:
- disclosure and use of health information;
- individuals' rights to access and amend their health information;
- individual's rights to an accounting of disclosures; and 
- administrative, technical and physical safeguards required of covered   entities that maintain or transmit protected health information.

HIPAA generally prohibits and disclosure or use of protected health  information except as authorized either by HIPAA or by the patient under  standards set by HIPAA. HIPAA applies to all health care providers, health  plans and health care clearinghouses, known collectively as "covered entities"  and their "business associates", which DentalServ would likely be  characterized.

In addition to the federal privacy rule described above, most states have  enacted patient confidentiality laws which prohibit the disclosure of  confidential information.

Our business may also be subject to the laws and regulations applicable to  communications or commerce over the Internet. Various laws in the United  States govern user privacy, pricing, content, copyright, distribution and  characteristics and quality of products and services offered on the internet.
*Employees.***
As of November 7, 2006, DentalServ does not have any employees either part  time or full time. Mr. Harry Miller, the executive officer of DentalServ is  involved in the affairs of DentalServ as required. He is not employed by  DentalServ. Nevertheless, he was responsible for incorporating DentalServ,  developing its 

 

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software concept, engaging the services of professionals to  assist in the development of DentalServ, to prepare documents as required and  undertake other duties which are normally the responsibility of the executive  officer of a company. DentalServ is not a party to any employment contracts or  collective bargaining agreements. DentalServ does not believe it will have  problems in attracting suitable employees.
***Our Proposed Plan of  Operation***
Our business strategy is over the course of the next twelve months is to:
- Raise additional operating capital by considering various alternatives,   including private placement, debt financing and SB-2 filings. One or a   combination of these alternatives can allow us to meet our cash flow needs   until our product sales can sustain our operations. Our current financing is   primarily in the form of short-term loans from Officers.
- Complete beta testing our software program in three stages:      - in-house on various operating platforms;
  - utilize independent testers for ease of usability; and
  - at a number of participating dentists offices. 
- Develop a website to highlight our software program.
- Develop a marketing and branding program.
- Develop distribution, strategic alliance and/or licensing channels to   sell and distribute our software program.
- Demonstrate and market our software products at trade shows and dental   offices.
- Create a knowledgeable sales force that will allow for the aggressive   distribution of our products. We are considering various ways of   accomplishing this, including the use of independent field representatives   and an in-house sales team.

**Capital Requirements of Our Proposed Plan of  Operations**

We anticipate the capital costs to fully implement our business plan over  the next twelve months to be approximately $500,000. DentalServ currently has  $89.00, in cash. DentalServ will need to raise a significant amount of  additional capital prior to introducing its product beyond the beta testing  stage. We are in the process of determining the amount required, however, we  contemplate that the sum will exceed $500,000. We will need to raise a minimum  of $6,000 to meet our minimum operating capital requirements as based on our  statement of operations over the past two years.

**Need for Additional Capital**

We need to immediately raise additional capital and/or generate revenue to  run the daily operating activities of the business. We believe that our cash  on hand is insufficient to meet our anticipated needs for working capital,  capital expenditures and business development for the next twelve months. 

Since entering the development stage, we have obtained financing from the  proceeds of loans and private placements of equity securities. Until such time  as we generate sufficient revenues from the sale of our software program, we  will continue to be dependent on raising substantial amounts of additional  capital through any one of a combination of debt offerings or equity  offerings, including but not limited to: 
- debt and equity instruments; 
- private placements of common stock; 
- additional funding from Mr. Harry Miller, our sole officer and director;   or 
- funding from potential clientele or future industry partners. 

We have no assurance that future financing will be available to us on  acceptable terms. If financing is not available on satisfactory terms, we may  be unable to continue or expand our operations. Equity financing could result  in additional dilution to existing shareholders. 

 

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Competition
The market for software office programs in intensely  competitive, rapidly evolving, highly fragmented and subject to rapid  technological change. We face competition from:
- national and regional practice management application providers. The   three main companies being - PracticeWorks, Inc. (which just announced a bid   by Kodak). Patterson Dental Supply, Inc. (Eagle Soft), and Henry Schein, Inc.   (Dentrix Dental Systems, Inc.);
- application services providers, such as the Trizetto Group, Inc.;
- traditional and online suppliers of dental, medical and office supplies;   and 
- independent software development companies and developers.

Most, if not all, of these companies have greater  financial, development, technical, marketing and sales resources than we have.  Competitive factors we believe are key in dental software industry in order of  importance are:
- price;
- ease of implementation;
- product features and functionality;
- customer service, support and satisfaction; and
- ongoing product improvements.

Our initial competitive focus will be on price and ease of implementation.  We feel that we can deliver the service at a substantial discount to  competitors, and in effect undercutting virtually all. 
***Off-Balance Sheet Arrangement***
As of September 30, 2006, DentalServ did not have any  off-balance sheet arrangements.
***Subsequent Events***
The shares of common stock of DentalServ were quoted for trading on the OTC  Bulletin Board on October 2, 2006.
***Critical Accounting  Policies and Estimates***
Our audited financial statements and accompanying notes are prepared in  accordance with generally accepted accounting principles used in the United  States. Preparing financial statements requires management to make estimates  and assumptions that affect the reported amounts of assets, liabilities,  revenue, and expenses. These estimates and assumptions are affected by  management's application of accounting policies. We believe that understanding  the basis and nature of the estimates and assumptions involved with the  following aspects of our consolidated financial statements is critical to an  understanding of our financials.
***Item 3 - Controls and  Procedures.
Evaluation of Disclosure Controls and Procedures  Within the 90 days prior to the filing date of this report, we carried out an  evaluation, under the supervision and with the participation of our  management, including our Chief Executive Officer and Chief Financial Officer,  of the effectiveness of the design and operation of our disclosure controls  and procedures. Based upon that evaluation, our Chief Executive Officer and  Chief Financial Officer concluded that our disclosure controls and procedures  are effective. Disclosure controls and procedures are designed to ensure that  information required to be disclosed in our reports filed or submitted under  the *Securities Exchange Act of 1934*is 

 

14

 

recorded, processed, summarized and reported within the time periods  specified in Securities and Exchange Commission rules and forms.
***Changes in internal controls***
There were no significant changes in our internal controls or in other  factors that could significantly affect these controls subsequent to the date  of our evaluation, including any corrective actions with regard to significant  deficiencies and material weaknesses
**PART II  OTHER INFORMATION
*Item 1 - Legal  Proceedings.***
We know of no material, active or pending legal proceedings against our  company, nor are we involved as a plaintiff in any material proceeding or  pending litigation. There are no proceedings in which any of our directors,  officers or affiliates, or any registered or beneficial shareholder, is an  adverse party or has a material interest adverse to our interest.
***Item 1A. Risk Factors.

There are numerous and widespread risks associated with investing in any  form of business and with investing in the share market generally. There are  also a range of specific risks associated with DentalServ's business and  industry.
***Risks Related to Our Business and Industry***
**DentalServ Has No Operating History That Can Be Used to Evaluate its Future  Business Prospects.**

DentalServ has had a limited operating history and no revenues or earnings  from operations since inception. DentalServ has little or no tangible assets  or financial resources. DentalServ will, in all likelihood, continue to  sustain operating expenses without corresponding revenues until it completes  its beta testing of its software program and for the first two years of active  sales.
**Our Independent Auditors have Reported that We Have Suffered Recurring  Losses From Operations that Raise Substantial Doubt About Our Ability to  Continue as a Going Concern.**
During the year ended December 31, 2005 and 2004, we incurred a net loss of  $5,942 and $5,845, respectively. 

As of September 30, 2006, we have accumulated a deficit of $25,253 and have  cash on hand of $89. These factors raise substantial doubt about our ability  to continue as a going concern. We will need to raise approximately $6,000 in  operating capital in order to maintain our current status and at least $30,000  to remain viable as a going concern for the current fiscal year. We can  provide no assurance that we will be able to raise these necessary funds and  therefore may not be able to continue as a going concern. 
**Market Acceptance of Our Proposed Software Program is Uncertain.**
Although informal marketing research indicates that market acceptance of  our recently created software program is likely, market adoption is not  certain. DentalServ can offer no assurances that its products will generate  sufficient revenues to support a profitable business. If sales are inadequate,  revenues may not be sufficient to sustain DentalServ's business, which may  result in cessation of operations.
**Because our Software Program is Aimed Exclusively at Dentists and Dental  Offices, our Operating Results May be Adversely Affected by Changes in this  Service Industry. 

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As a result of our focus on dentists and dental office, our financial  results in the future will depend, in significant part, upon economic  conditions in the dental industry. An economic downturn or adverse change in  the regulatory environment or business prospects for this industry may  negatively effect our future revenues or lower our potential growth rate. In  addition, DentalServ must continue to develop industry specific functionality  for its software program, which satisfy the changing, specialized requirements  of prospective customers in our target industry.
**DentalServ May Not be Able to Recruit and Retain the Experienced Personnel  Needed to Compete in the Industry.**
DentalServ competes with many other companies for experienced personnel.  DentalServ may be unable to successfully attract and retain qualified  personnel when it becomes fully operational.
**A Number of Our Competitors are Well-Established Software Companies that  Have Advantages Over Us.**
DentalServ faces competition from a number of software companies that have  advantages over us due to their existing and large customer bases, greater  name recognition, long operating and product development history, greater  international presence and substantially greater financial, technical and  marketing resources. These competitors include well-established companies such  as:
- national and regional practice management application providers. The   three main companies being- PracticeWorks, Inc. (which just announced a bid   by Kodak). Patterson Dental Supply, Inc. (Eagle Soft), and Henry Schein, Inc.   (Dentrix Dental Systems, Inc.);
- application services providers, such as the Trizetto Group, Inc.;
- traditional and online suppliers of dental, medical and office supplies;   and 
- independent software development companies and developers.

As a result, the market for dental office software applications has been  and continues to be intensely competitive. Some competitors have become more  aggressive with their pricing, payment terms and/or issuance of contractual  implementation terms or guarantees. We may be unable to continue to compete  successfully with new and existing competitors. We expect competition to  persist and intensify, which could negatively impact our future operating  results and ability to establish any significant market share. 
**Mr. Miller, Our Sole Director and Officer, Will Only Devote Part Time  Efforts to this Business Due to His Involvement in Other Business Interests.**
The amount of time which Mr. Miller, our sole officer and director will  devote to DentalServ's business will be limited. Mr. Miller is actively  involved with Eastside Mortgage, LLC. of Bellevue, Washington where he  maintains a real estate license and analyzes funding proposals, primarily  construction loans for his investment portfolio and that of the principal of  the firm. Currently, Mr. Miller is not involved in any other entity which is  engaged in a similar business as DentalServ.
***Risks Related to Owning Our Common Stock*

There is Little or No Market for our Securities and Significant  Restrictions on the Trading of Our Securities as a Penny Stock.**
A limited public market currently exists for our common stock on the  PinkSheets. In the future, there can be no assurance that an active public  market for our securities will ever develop or be sustained. Our common stock  is also subject to the penny stock rules. The term "penny stock" generally  refers to low-priced, speculative securities of very small companies. Before a  broker-dealer can sell a penny stock, Securities and Exchange Commission rules  require the broker-dealer to first approve the customer for the transaction  and receive from the customer a written agreement for the transaction. The  broker-dealer must furnish the 

 

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customer with a document describing the risks of investing in penny stocks.  The broker-dealer must tell the customer the current market quotation, if any,  for the penny stock and the compensation the broker-dealer and its broker will  receive for the trade. Finally, the broker-dealer must send monthly account  statements showing the market value of each penny stock held in the customer's  account. These requirements make penny stocks more difficult to trade. Since  our common stock is subject to the penny stock rules, the market liquidity of  our common stock may be adversely affected. See Part II, Item 1, "Market Price  of and Dividends on the Registrant's Common Equity and Related Stockholder  Matters - Market Information and Penny Stock". 
**Mr. Miller, Our Sole Director and Officer Owns 88% of DentalServ's Issued  and Outstanding Common Stock Which Provides Him Significant Control Over the  Future of DentalServ.**
Mr. Miller owns approximately 88% of DentalServ's issued and outstanding  common stock. As a result, he can exercise substantial influence over all  matters requiring stockholder approval, including the election of directors  and approval of significant corporate transactions. This concentration of  ownership may also have the effect of delaying or preventing a change in  control of DentalServ or its business direction. There can be no assurance  that Mr. Miller will vote his shares in a manner that is consistent with the  preferences of DentalServ's minority stockholders.
**Item 2. Unregistered  Sales of Equity Securities and Use of Proceeds.
*Recent Sale of Unregistered Securities***
Not Applicable.
***Use of Proceeds from Unregistered Securities***
Not Applicable.
***Item 3 - Defaults Upon  Senior Securities***
Not Applicable.
***Item 4 - Submission of  Matters to a Vote of Security Holders***
No matters were submitted to the security holders of DentalServ during this  quarter.
**Item 5 - Other  Information****The shares of common stock of DentalServ were quoted for trading on  the OTC Bulletin Board on October 2, 2006.
**Item 6 - Exhibits and  Reports on Form 8-K
*Exhibits**Exhibit Number****Exhibit Title**3.1Articles of Incorporation as Amended  (incorporated by reference from our Form 10-SB Registration Statement, filed  July 21, 2006)3.2Articles of Amendment (incorporated by reference  from our Form 10-SB, filed July 21, 2006)3.3Bylaws (incorporated by reference from our Form  10-SB Registration Statement, filed July 21, 2006)
 

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31.1Certificate of CEO as Required by Rule  13a-14(a)/15d-1431.2Certificate of CFO as Required by Rule  13a-14(a)/15d-1432.1Certificate of CEO and CFO as Required by Rule  Rule 13a-14(b) and Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of  Chapter 63 of Title 18 of the United States Code***Reports on Form 8-K***
None.
**SIGNATURES**
Pursuant to the requirements 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. 

 

  November 7, 2006.
** ** **DENTALSERV.COM** BY:  
/s/ Harry Miller   ____________________________________   Harry Miller, President, Treasurer, Secretary   And Acting Chief Executive Officer and    Acting Chief Financial Officer
 

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