DISCOUNT DENTAL MATERIALS, INC. (Form: 8-K, Received: 01/24/2013 12:43:22)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 24, 2013 (January 18, 2013)

DISCOUNT DENTAL MATERIALS, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-54381		26-1974399
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

13455 Noel Road, Suite 1000

Dallas, TX 75240

(Address of principal executive offices) (zip code)

(949) 415-7478

(Registrant’s telephone number, including area code)

92 Corporate Park, C-141

Irvine, CA 92606

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

On January 18, 2013, we entered into a Termination Agreement and General Release (“DeCiccio Agreement”) with Gerald A. DeCiccio, our sole officer and director. Under the terms of the DeCiccio Agreement, Mr. DeCiccio elected to terminate that certain amended Independent Contractor Agreement dated January 1, 2012, under which he served as our sole officer (President, Secretary and Treasurer). As of January 18, 2013, we owed Mr. DeCiccio $116,700, which amount was turned into a promissory note dated January 18, 2013 (“DeCiccio Note”). Under the DeCiccio Agreement, Mr. DeCiccio agreed to release the company from any and all claims or potential claims, known or unknown. Mr. DeCiccio will continue to serve on our Board of Directors.

On January 18, 2013, we entered into a Termination Agreement and General Release (“Clemons Agreement”) with Eric Clemons, one of our shareholders. Under the terms of the Clemons Agreement, Mr. Clemons elected to terminate that certain amended Independent Contractor Agreement dated January 1, 2012, under which he provided capital market strategies and capital formation, with the effective date of such termination being December 31, 2012. As of December 31, 2012, we owed Mr. Clemons approximately $125,400, which was turned into a $120,000 principal amount promissory note dated January 18, 2013. Under the Clemons Agreement Mr. Clemons agreed to release the company from any and all claims or potential claims, known or unknown.

On January 18, 2013, we entered into a Termination Agreement and General Release (“Sandhu Agreement”) with Paul Sandhu, one of our shareholders. Under the terms of the Sandhu Agreement, Mr. Sandhu elected to terminate that certain amended Independent Contractor Agreement dated January 1, 2012, under which he provided specialized marketing and strategic planning, with the effective date of such termination being December 31, 2012. As of December 31, 2012, we owed Mr. Sandhu approximately $179,000, which was turned into a $120,000 principal amount promissory note dated January 18, 2013. Under the Sandhu Agreement Mr. Sandhu agreed to release the company from any and all claims or potential claims, known or unknown.

Section 4 – Matters Related to Statements Accountants and Financial

Item 4.01 Changes in Registrant’s Certifying Accountant

Dismissal of Previous Independent Registered Public Accounting Firm

On January 18, 2013, our Board of Directors approved the dismissal of Windes & McClaughry Accountancy Corporation (“Windes”) as our independent auditor, effective immediately, and notified them of such dismissal.

Windes audited our financial statements, including our balance sheets as of June 30, 2012 and 2011 and our related statements of operations, changes in stockholders’ equity, and statements of cash flows for the period from February 22, 2010 (inception) through June 30, 2012. The audit report of Windes on our financial statements for the period stated above (the “Audit Period”) did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, but the reports of Windes, for the Audit Period contained an emphasis of a matter paragraph which indicated conditions existed which raised substantial doubt about our ability to continue as a going concern.

During the fiscal years ended June 30, 2012 and 2011, and through Windes’s dismissal on January 18, 2013, there were (1) no disagreements with Windes on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Windes, would have caused Windes to make reference to the subject matter of the disagreements in connection with its reports, and (2) no events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K.

We furnished Windes with a copy of this disclosure on or about January 16, 2013, providing Windes with the opportunity to furnish the Company with a letter addressed to the Commission stating whether it agrees with the statements made by us herein in response to Item 304(a) of Regulation S-K and, if not, stating the respect in which it does not agree. A copy of Windes’s letter to the SEC is filed as Exhibit 16.1 to this Report.

Engagement of New Independent Registered Public Accounting Firm

Concurrent with the decision to dismiss Windes as our independent auditor, the Board of Directors appointed Hartley Moore Accountancy Corporation (“Hartley Moore”) as our independent auditor.

During the year ended June 30, 2012 and through the date hereof, neither the Company nor anyone acting on its behalf consulted Hartley Moore with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company or oral advice was provided that Hartley Moore concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

Section 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On or about January 18, 2013, Gerald A. DeCiccio submitted his resignation as our President, Secretary and Treasurer, effective immediately.

On January 18, 2013, Mr. Wesley Tate was appointed as our new Interim President, Secretary and Treasurer, effective immediately.

Wesley Tate . Prior to joining Discount Dental Materials, Inc., Mr. Tate was the owner of Strategic Business Associates, a Tennessee company providing consulting services to start-up and small companies, assisting with the inception of an idea through growing a successful business. Prior to starting his own company, Mr. Tate served as the Chief Financial Officer for HST Global, Inc., a Bio-Technology Development Stage Company located in Hampton, VA. Mr. Tate also served as the Director of Operations for The Health Network, Inc., a Health and Wellness company located in Hampton, VA. Other positions include Executive Vice President and Chief Operating Officer for InnerLight Inc. located in Provo, Utah, Director of Finance for Beverly Sassoon and Co. in Boca Raton, Florida and Finance Director for Strategic Telecom Systems in Knoxville Tennessee. Wes has spent over 15 years overseeing all financial and operational responsibilities for companies in a variety of industries including bio-technology, pharmaceutical, health care, construction and telecommunications.

Mr. Tate received his Bachelor of Science degree from the University of Tennessee, Knoxville, with majors in Finance and Psychology, and earned his Masters of Business Administration from the University of Tennessee, Knoxville, with concentrations in finance and management. Wes served his country in the United States Army.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

10.1		Termination Agreement and General Release with Gerald A. DeCiccio dated January 18, 2013
10.2		Termination Agreement and General Release with Eric Clemons dated January 18, 2013
10.3		Termination Agreement and General Release with Paul Sandhu dated January 18, 2013
10.4		Promissory Note Issued to Gerald A. DeCiccio dated January 18, 2013
10.5		Promissory Note Issued to Eric Clemons dated January 18, 2013
10.6		Promissory Note Issued to Paul Sandhu dated January 18, 2013
16.1		Letter dated January 18, 2013 from Windes & McClaughry Accountancy Corporation

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 hereunto duly authorized.

	Discount Dental Materials, Inc.
	a Nevada corporation

Dated: January 24, 2013		/s/ Wesley Tate
	By:	Wesley Tate
	Its:	Interim President

EXHIBIT 10.1

TERMINATION AGREEMENT AND GENERAL RELEASE

This Termination Agreement and General Release (the “Agreement”) is made effective as of the 18 th day of January, 2013 (the “Effective Date”), by and between Discount Dental Materials, Inc., a Nevada corporation (“DDOO”) on one hand, and Gerald A. DeCiccio, an individual (“DeCiccio”), on the other hand. DDOO and DeCiccio are each referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS, on January 1, 2012, DDOO and DeCiccio entered into an Amended Independent Contractor Agreement (the “I/C Agreement”) pursuant to which DeCiccio is currently serving as DDOO’s President, Secretary and Treasurer; and

WHEREAS, DDOO and DeCiccio have mutually agreed that, effective January 18, 2013, DeCiccio will resign from the executive officer positions he holds with DDOO and the Parties will terminate the I/C Agreement under the terms of this Agreement; and

WHEREAS , as of January 18, 2013, DDOO owes DeCiccio a total of $116,700 as consideration for his services under the I/C Agreement, which amount will be repaid under a promissory note, as set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1.	Recitals Incorporated by Reference. The above recitals of this Agreement are incorporated herein and made a part hereof by reference.

DeCiccio Covenants, Promises and Acknowledgments .

To the extent he has not already done so, DeCiccio will promptly return the original and all copies of all files, records, documents, client lists, financial data, plans, drawings, specifications, equipment, pictures, videotapes, or any property or other items concerning the business of DDOO, (the “DDOO Records”).

S ettlement Consideration.

In consideration for the mutual termination of the I/C Agreement effective the date of termination as set forth herein, the forgiveness of all amounts due to DeCiccio under the I/C Agreement, and releases by DeCiccio of any claims or causes of action he may have against DDOO, and the return of all the DDOO Records to DDOO, DDOO will issue to DeCiccio a promissory note in the principal amount of $116,700, in the form of Exhibit A (the “Termination Consideration”).

4.	Release and Indemnification .

Except as expressly provided herein, DeCiccio, on his own behalf and on behalf of his heirs, spouse, executors, administrators, principals, agents, attorneys, parents and employees, as appropriate, (the “DeCiccio Releasing Parties”), in consideration for the transfer of the Termination Consideration, hereby releases and absolutely forever discharges DDOO, together with its administrators, principals, agents, attorneys, officers, directors, employees, subsidiaries, parents and affiliates, as appropriate (the “DDOO Released Parties”), individually and collectively, of and from any and all liabilities, claims, demands for damages, costs, indemnification, contribution, or any other thing for which they or any of them have or may have a known or unknown cause of action, claim, or demand for damages, costs, indemnification, or contribution, whether certain or speculative, which may have at any time prior hereto come into existence or which may be brought in the future in connection with any acts or omissions which have arisen at any time prior to the effective date of this Agreement and relating to DeCiccio’s work as an executive officer of DDOO (not as a Director since DeCiccio remains a Director of DDOO after this Agreement), including, but not limited to, any and all claims DeCiccio has or may have relating to, or arising out of the I/C Agreement, including but not limited to any claim for contractual interference, tortious conduct resulting in personal injuries, any claim for harassment or discrimination on the basis of race, color, national origin, religion, sex, age, sexual orientation, ancestry, medical condition, marital status, physical or mental disability, or other protected class, discharge in violation of public policy and/or violation of any state and federal laws, including without limitation, the Age Discrimination in Employment Act and their amendment, the Older Workers Benefit Protection Act , the Fair Employment and Housing Act , the Americans with Disabilities Act , Title VII of the Civil Rights Act of 1964 , as amended, The Fair Labor Standards Acts , as amended, the National Labor Relations Act , as amended, the Labor - Management Relations Act , as amended, the Worker Adjustment and Retraining Notification Act of 1988 , as amended, the Rehabilitation Act of 1973 , as amended, the Equal Pay Act , the Pregnancy Discrimination Act , the Employee Retirement Income Security Act of 1974 , as amended, and the Family Medical Leave Act of 1993.

The DeCiccio Releasing Parties acknowledge the existence of and, with respect to the matters released pursuant to this Agreement, expressly waive and relinquish any and all rights and benefit they have or may have any applicable statute in the State of Texas similar in nature to California Civil Code, Section 1542, which provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

The DeCiccio Releasing Parties acknowledge that they are aware that they may hereafter discover facts different from or in addition to those which he or their attorneys now know or believe to be true with respect to the matters released in pursuant to this Agreement, and agree that the release so given pursuant to this Agreement, shall be and remain in effect as a full and complete release of the respective claims, notwithstanding any such different or additional facts. Further, DeCiccio and the DeCiccio Releasing Parties have read DDOO’s quarterly, annual, and current information reports on www.sec.gov, and understand DDOO and its current business.

Injunctive Relief.

DeCiccio acknowledges that (a) compliance with the covenants contained herein are necessary to protect DDOO, or any one of its businesses, and DDOO believes that a breach by DeCiccio of any of such covenants may irreparably damage DDOO, or its businesses and, in such case, an award of money damages will not be adequate to remedy such harm. Consequently, DeCiccio agrees that, in addition to other remedies contained herein and available to DDOO, in the event DeCiccio breaches or threatens to breach any of the covenants contained in this Agreement, DDOO injured party shall be entitled to both a temporary or permanent injunction to prevent the continuation of such harm, and money damages, insofar as they can be determined, plus any amounts to which DDOO injured party is entitled pursuant to the terms of this Agreement.

Reasonableness .

DeCiccio agrees that the covenants and restrictions in this Agreement are reasonable for protecting DDOO, and its respective businesses. Further, DeCiccio fully agrees and understands that this Agreement is not an unlawful restraint on trade or business and is within the scope of applicable Business & Professions Code in connection with the termination of the I/C Agreement. It is expressly understood and agreed that although DDOO considers the restrictions contained in this Agreement reasonable for the purpose of preserving their respective businesses, goodwill and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in this Agreement is an unreasonable or otherwise unenforceable restriction against DDOO, the other provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as the maximum time and territory and to any other extent as a court may judicially determine or indicate to be reasonable. Further, DeCiccio considers the Termination Consideration fair and reasonable consideration for the DeCiccio Release and the termination of the I/C Agreement.

Proprietary Information.

DeCiccio acknowledges that certain information, observations and data obtained by him during his work with DDOO (including, without limitation, projection programs, business plans, business matrix programs (i.e., measurement of business), strategic financial projections, financial information, shareholder information, product design information, marketing plans or proposals, personnel information, customer lists and other customer information) are the sole property of the DDOO and constitute Confidential Information of DDOO.

8.	Nonadmission of Liability . This Agreement, and the performance, does not constitute and will not be construed as an admission by DeCiccio or DDOO of the truth of any contested matter, or of any liability, wrongful act, or omission.

9.	Miscellaneous.

Authority. Those executing this Agreement on behalf of DeCiccio and DDOO represent that they are duly authorized to do so, and that each has taken all requisite action required by law or otherwise to properly allow such signatories to execute this Agreement.

Subsequent Events . DeCiccio and DDOO, or any one of them, each agree to notify the other parties if, subsequent to the date of this Agreement, one of the parties incurs obligations which could compromise their efforts and obligations under this Agreement.

Amendment . This Agreement may be amended or modified at any time and in any manner only by an instrument in writing executed by the parties hereto.

Further Actions and Assurances . At any time and from time to time, each party hereto agrees, at their expense, to take such action and to execute and deliver documents as may be reasonably requested or necessary to effectuate the purposes of this Agreement.

Waiver . Any failure of any party to this Agreement to comply with any of their obligations, agreements, or conditions hereunder may be waived in writing by the party to whom such compliance is owed. The failure of any party to this Agreement to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision or a waiver of the right of such party thereafter to enforce each and every such provision. No waiver of any breach of or non-compliance with this Agreement shall be held to be a waiver of any other or subsequent breach or non-compliance.

Assignment . Neither this Agreement nor any right created by it shall be assignable by any party hereto without the prior written consent of the other parties.

Notices . Any notice or other communication required or permitted by this Agreement must be in writing and shall be deemed to be properly given when delivered in person to an officer of the other party when deposited for transmittal by certified or registered mail, postage prepaid, or when sent by facsimile, “email” or other electronic transmission with proof of delivery, addressed as follows:

In the case of DDOO:

Discount Dental Materials, Inc.

13455 Noel Road, Suite 1000

Dallas, TX 75240

Telephone: (949) 415-7478

Fax:

Email:

	With a copy to:	Craig V. Butler Law Offices of Craig V. Butler 9900 Research Drive Irvine, CA 92618 Telephone: (949) 484-5667 Fax: (949) 209-2545 E-mail: cbutler@craigbutlerlaw.com

	In the case of DeCiccio :	Gerald A. DeCiccio





	or to such other person or address designated in writing subsequent to the date hereof by DeCiccio or DDOO to receive notice.

Headings . The section and subsection headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Texas applicable to the performance and enforcement of contracts made within such state, without giving effect to the law of conflicts of laws applied thereby. In the event that any dispute shall occur between the parties arising out of or resulting from the construction, interpretation, enforcement or any other aspect of this Agreement, the parties hereby agree to accept the exclusive jurisdiction of the Courts of the State of Texas. In the event either party shall be forced to bring any legal action to protect or defend their rights hereunder, then the prevailing party in such proceeding shall be entitled to reimbursement from the non-prevailing party of all fees, costs and other expenses (including, without limitation, the actual expenses of their attorneys) in bringing or defending against such action.

Limitation of Liability . Notwithstanding an applicable statute of limitations, all claims or causes of action must be brought by either party within six months from the date of such breach of this Agreement.

Binding Effect . This Agreement shall be binding upon the parties hereto and inure to the benefit of the parties, their respective heirs, administrators, executors, successors, and assigns.

Entire Agreement . This Agreement contains the entire agreement between the Parties hereto and supersedes any and all prior agreements, arrangements, or understandings between the parties relating to the subject matter of this Agreement. No representations, warranties, covenants, or conditions, express or implied, other than as set forth herein, have been made by any party.

Severability . If any part of this Agreement is deemed to be unenforceable the balance of the Agreement shall remain in full force and effect.

Counterparts . An original of this Agreement may be executed simultaneously in three or more executed facsimile, telecopy or other electronic reproductive counterparts, each of which shall be deemed an original, or facsimile, telecopy or other electronic reproductive counterparts, shall constitute one and the same instrument, and delivery of such shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties agree to execute an original of this instrument as well as any facsimile, telecopy or other reproduction hereof.

[signature page follows immediately hereafter]

IN WITNESS WHEREOF , the parties have executed this Agreement as of the Effective Date.

“DDOO”		“DeCiccio”

Discount Dental Materials, Inc., a Nevada corporation		Gerald A. DeCiccio, an individual


By:	/s/ Gerald A. DeCiccio	By:	/s/ Gerald A. DeCiccio
Name:	Gerald A. DeCiccio
Title	President

EXHIBIT A

Promissory Note

EXHIBIT 10.2

TERMINATION AGREEMENT AND GENERAL RELEASE

This Termination Agreement and General Release (the “Agreement”) is made effective as of the 18 th day of January, 2013 (the “Effective Date”), by and between Discount Dental Materials, Inc., a Nevada corporation (“DDOO”) on one hand, and Eric Clemons, an individual (“Clemons”), on the other hand. DDOO and Clemons are each referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS, on January 1, 2012, DDOO and Clemons entered into an Amended Independent Contractor Agreement (the “I/C Agreement”) pursuant to which Clemons provided capital market strategies and capital formation; and

WHEREAS, DDOO and Clemons have mutually agreed that, effective December 31, 2012, the Parties will terminate the I/C Agreement under the terms of this Agreement; and

WHEREAS , as of December 31, 2012, DDOO owed Clemons a total of approximately $125,386, as consideration for his services under the I/C Agreement, which amount will be repaid under a $120,000 principal amount promissory note, as set forth herein.

1.	Recitals Incorporated by Reference. The above recitals of this Agreement are incorporated herein and made a part hereof by reference.

Clemons Covenants, Promises and Acknowledgments .

To the extent he has not already done so, Clemons will promptly return the original and all copies of all files, records, documents, client lists, financial data, plans, drawings, specifications, equipment, pictures, videotapes, or any property or other items concerning the business of DDOO, (the “DDOO Records”).

S ettlement Consideration.

In consideration for the mutual termination of the I/C Agreement effective the date of termination as set forth herein, the forgiveness of all amounts due to Clemons under the I/C Agreement, and releases by Clemons of any claims or causes of action he may have against DDOO, and the return of all the DDOO Records to DDOO, DDOO will issue to Clemons a promissory note in the principal amount of $120,000, in the form of Exhibit A (the “Termination Consideration”).

4.	Release and Indemnification.

Except as expressly provided herein, Clemons, on his own behalf and on behalf of his heirs, spouse, executors, administrators, principals, agents, attorneys, parents and employees, as appropriate, (the “Clemons Releasing Parties”), in consideration for the transfer of the Termination Consideration, hereby releases and absolutely forever discharges DDOO, together with its administrators, principals, agents, attorneys, officers, directors, employees, subsidiaries, parents and affiliates, as appropriate (the “DDOO Released Parties”), individually and collectively, of and from any and all liabilities, claims, demands for damages, costs, indemnification, contribution, or any other thing for which they or any of them have or may have a known or unknown cause of action, claim, or demand for damages, costs, indemnification, or contribution, whether certain or speculative, which may have at any time prior hereto come into existence or which may be brought in the future in connection with any acts or omissions which have arisen at any time prior to the effective date of this Agreement and relating to Clemons’s work with DDOO, including, but not limited to, any and all claims Clemons has or may have relating to, or arising out of the I/C Agreement, including but not limited to any claim for contractual interference, tortious conduct resulting in personal injuries, any claim for harassment or discrimination on the basis of race, color, national origin, religion, sex, age, sexual orientation, ancestry, medical condition, marital status, physical or mental disability, or other protected class, discharge in violation of public policy and/or violation of any state and federal laws, including without limitation, the Age Discrimination in Employment Act and their amendment, the Older Workers Benefit Protection Act , the Fair Employment and Housing Act , the Americans with Disabilities Act , Title VII of the Civil Rights Act of 1964 , as amended, The Fair Labor Standards Acts , as amended, the National Labor Relations Act , as amended, the Labor - Management Relations Act , as amended, the Worker Adjustment and Retraining Notification Act of 1988 , as amended, the Rehabilitation Act of 1973 , as amended, the Equal Pay Act , the Pregnancy Discrimination Act , the Employee Retirement Income Security Act of 1974 , as amended, and the Family Medical Leave Act of 1993.

The Clemons Releasing Parties acknowledge the existence of and, with respect to the matters released pursuant to this Agreement, expressly waive and relinquish any and all rights and benefit they have or may have under any applicable statute in the State of Texas similar in nature to California Civil Code, Section 1542, which provides:

The Clemons Releasing Parties acknowledge that they are aware that they may hereafter discover facts different from or in addition to those which he or their attorneys now know or believe to be true with respect to the matters released in pursuant to this Agreement, and agree that the release so given pursuant to this Agreement, shall be and remain in effect as a full and complete release of the respective claims, notwithstanding any such different or additional facts. Further, Clemons and the Clemons Releasing Parties have read DDOO’s quarterly, annual, and current information reports on www.sec.gov, and understand DDOO and its current business.

Injunctive Relief.

Clemons acknowledges that (a) compliance with the covenants contained herein are necessary to protect DDOO, or any one of its businesses, and DDOO believes that a breach by Clemons of any of such covenants may irreparably damage DDOO, or its businesses and, in such case, an award of money damages will not be adequate to remedy such harm. Consequently, Clemons agrees that, in addition to other remedies contained herein and available to DDOO, in the event Clemons breaches or threatens to breach any of the covenants contained in this Agreement, DDOO injured party shall be entitled to both a temporary or permanent injunction to prevent the continuation of such harm, and money damages, insofar as they can be determined, plus any amounts to which DDOO injured party is entitled pursuant to the terms of this Agreement.

Reasonableness .

Clemons agrees that the covenants and restrictions in this Agreement are reasonable for protecting DDOO, and its respective businesses. Further, Clemons fully agrees and understands that this Agreement is not an unlawful restraint on trade or business and is within the scope of applicable Business & Professions Code in connection with the termination of the I/C Agreement. It is expressly understood and agreed that although DDOO considers the restrictions contained in this Agreement reasonable for the purpose of preserving their respective businesses, goodwill and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in this Agreement is an unreasonable or otherwise unenforceable restriction against DDOO, the other provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as the maximum time and territory and to any other extent as a court may judicially determine or indicate to be reasonable. Further, Clemons considers the Termination Consideration fair and reasonable consideration for the Clemons Release and the termination of the I/C Agreement.

Proprietary Information.

Clemons acknowledges that certain information, observations and data obtained by him during his work with DDOO (including, without limitation, projection programs, business plans, business matrix programs (i.e., measurement of business), strategic financial projections, financial information, shareholder information, product design information, marketing plans or proposals, personnel information, customer lists and other customer information) are the sole property of the DDOO and constitute Confidential Information of DDOO.

8.	Nonadmission of Liability . This Agreement, and the performance, does not constitute and will not be construed as an admission by Clemons or DDOO of the truth of any contested matter, or of any liability, wrongful act, or omission.

9.	Miscellaneous.

Authority. Those executing this Agreement on behalf of Clemons and DDOO represent that they are duly authorized to do so, and that each has taken all requisite action required by law or otherwise to properly allow such signatories to execute this Agreement.

Subsequent Events . Clemons and DDOO, or any one of them, each agree to notify the other parties if, subsequent to the date of this Agreement, one of the parties incurs obligations which could compromise their efforts and obligations under this Agreement.

Amendment . This Agreement may be amended or modified at any time and in any manner only by an instrument in writing executed by the parties hereto.

Assignment . Neither this Agreement nor any right created by it shall be assignable by any party hereto without the prior written consent of the other parties.

In the case of DDOO:

Discount Dental Materials, Inc.

13455 Noel Road, Suite 1000

Dallas, TX 75240

Telephone: (949) 415-7478

Fax:

Email:

	With a copy to:	Craig V. Butler Law Offices of Craig V. Butler 9900 Research Drive Irvine, CA 92618 Telephone: (949) 484-5667 Fax: (949) 209-2545 E-mail: cbutler@craigbutlerlaw.com

	In the case of Clemons :	Eric Clemons





	or to such other person or address designated in writing subsequent to the date hereof by Clemons or DDOO to receive notice.

Headings . The section and subsection headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

Binding Effect . This Agreement shall be binding upon the parties hereto and inure to the benefit of the parties, their respective heirs, administrators, executors, successors, and assigns.

Severability . If any part of this Agreement is deemed to be unenforceable the balance of the Agreement shall remain in full force and effect.

[signature page follows immediately hereafter]

IN WITNESS WHEREOF , the parties have executed this Agreement as of the Effective Date.

“DDOO”		“Clemons”
Discount Dental Materials, Inc., a Nevada corporation		Eric Clemons, an individual


By:	/s/ Gerald A. DeCiccio	By:	/s/ Eric Clemons
Name:	Gerald A. DeCiccio
Title:	President

EXHIBIT A

Promissory Note

EXHIBIT 10.3

TERMINATION AGREEMENT AND GENERAL RELEASE

This Termination Agreement and General Release (the “Agreement”) is made effective as of the 18 th day of January, 2013 (the “Effective Date”), by and between Discount Dental Materials, Inc., a Nevada corporation (“DDOO”) on one hand, and Paul Sandhu, an individual (“Sandhu”), on the other hand. DDOO and Sandhu are each referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS, on January 1, 2012, DDOO and Sandhu entered into an Amended Independent Contractor Agreement (the “I/C Agreement”) pursuant to which Sandhu provided specialized marketing and strategic planning; and

WHEREAS, DDOO and Sandhu have mutually agreed that, effective December 31, 2012, the Parties will terminate the I/C Agreement under the terms of this Agreement; and

WHEREAS , as of December 31, 2012, DDOO owed Sandhu a total of approximately $179,047, as consideration for his services under the I/C Agreement, which amount will be repaid under a $120,000 principal amount promissory note, as set forth herein.

1.	Recitals Incorporated by Reference. The above recitals of this Agreement are incorporated herein and made a part hereof by reference.

Sandhu Covenants, Promises and Acknowledgments .

To the extent he has not already done so, Sandhu will promptly return the original and all copies of all files, records, documents, client lists, financial data, plans, drawings, specifications, equipment, pictures, videotapes, or any property or other items concerning the business of DDOO, (the “DDOO Records”).

S ettlement Consideration.

In consideration for the mutual termination of the I/C Agreement effective the date of termination as set forth herein, the forgiveness of all amounts due to Sandhu under the I/C Agreement, and releases by Sandhu of any claims or causes of action he may have against DDOO, and the return of all the DDOO Records to DDOO, DDOO will issue to Sandhu a promissory note in the principal amount of $120,000, in the form of Exhibit A (the “Termination Consideration”).

4.	Release and Indemnification .

Except as expressly provided herein, Sandhu, on his own behalf and on behalf of his heirs, spouse, executors, administrators, principals, agents, attorneys, parents and employees, as appropriate, (the “Sandhu Releasing Parties”), in consideration for the transfer of the Termination Consideration, hereby releases and absolutely forever discharges DDOO, together with its administrators, principals, agents, attorneys, officers, directors, employees, subsidiaries, parents and affiliates, as appropriate (the “DDOO Released Parties”), individually and collectively, of and from any and all liabilities, claims, demands for damages, costs, indemnification, contribution, or any other thing for which they or any of them have or may have a known or unknown cause of action, claim, or demand for damages, costs, indemnification, or contribution, whether certain or speculative, which may have at any time prior hereto come into existence or which may be brought in the future in connection with any acts or omissions which have arisen at any time prior to the effective date of this Agreement and relating to Sandhu’s work with DDOO, including, but not limited to, any and all claims Sandhu has or may have relating to, or arising out of the I/C Agreement, including but not limited to any claim for contractual interference, tortious conduct resulting in personal injuries, any claim for harassment or discrimination on the basis of race, color, national origin, religion, sex, age, sexual orientation, ancestry, medical condition, marital status, physical or mental disability, or other protected class, discharge in violation of public policy and/or violation of any state and federal laws, including without limitation, the Age Discrimination in Employment Act and their amendment, the Older Workers Benefit Protection Act , the Fair Employment and Housing Act , the Americans with Disabilities Act , Title VII of the Civil Rights Act of 1964 , as amended, The Fair Labor Standards Acts , as amended, the National Labor Relations Act , as amended, the Labor - Management Relations Act , as amended, the Worker Adjustment and Retraining Notification Act of 1988 , as amended, the Rehabilitation Act of 1973 , as amended, the Equal Pay Act , the Pregnancy Discrimination Act , the Employee Retirement Income Security Act of 1974 , as amended, and the Family Medical Leave Act of 1993.

The Sandhu Releasing Parties acknowledge the existence of and, with respect to the matters released pursuant to this Agreement, expressly waive and relinquish any and all rights and benefit they have or may have under any applicable statute in the State of Texas similar in nature to California Civil Code, Section 1542, which provides:

The Sandhu Releasing Parties acknowledge that they are aware that they may hereafter discover facts different from or in addition to those which he or their attorneys now know or believe to be true with respect to the matters released in pursuant to this Agreement, and agree that the release so given pursuant to this Agreement, shall be and remain in effect as a full and complete release of the respective claims, notwithstanding any such different or additional facts. Further, Sandhu and the Sandhu Releasing Parties have read DDOO’s quarterly, annual, and current information reports on www.sec.gov, and understand DDOO and its current business.

Injunctive Relief.

Sandhu acknowledges that (a) compliance with the covenants contained herein are necessary to protect DDOO, or any one of its businesses, and DDOO believes that a breach by Sandhu of any of such covenants may irreparably damage DDOO, or its businesses and, in such case, an award of money damages will not be adequate to remedy such harm. Consequently, Sandhu agrees that, in addition to other remedies contained herein and available to DDOO, in the event Sandhu breaches or threatens to breach any of the covenants contained in this Agreement, DDOO injured party shall be entitled to both a temporary or permanent injunction to prevent the continuation of such harm, and money damages, insofar as they can be determined, plus any amounts to which DDOO injured party is entitled pursuant to the terms of this Agreement.

Reasonableness .

Sandhu agrees that the covenants and restrictions in this Agreement are reasonable for protecting DDOO, and its respective businesses. Further, Sandhu fully agrees and understands that this Agreement is not an unlawful restraint on trade or business and is within the scope of applicable Business & Professions Code in connection with the termination of the I/C Agreement. It is expressly understood and agreed that although DDOO considers the restrictions contained in this Agreement reasonable for the purpose of preserving their respective businesses, goodwill and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in this Agreement is an unreasonable or otherwise unenforceable restriction against DDOO, the other provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as the maximum time and territory and to any other extent as a court may judicially determine or indicate to be reasonable. Further, Sandhu considers the Termination Consideration fair and reasonable consideration for the Sandhu Release and the termination of the I/C Agreement.

Proprietary Information.

Sandhu acknowledges that certain information, observations and data obtained by him during his work with DDOO (including, without limitation, projection programs, business plans, business matrix programs (i.e., measurement of business), strategic financial projections, financial information, shareholder information, product design information, marketing plans or proposals, personnel information, customer lists and other customer information) are the sole property of the DDOO and constitute Confidential Information of DDOO.

8.	Nonadmission of Liability . This Agreement, and the performance, does not constitute and will not be construed as an admission by Sandhu or DDOO of the truth of any contested matter, or of any liability, wrongful act, or omission.

9.	Miscellaneous.

Authority. Those executing this Agreement on behalf of Sandhu and DDOO represent that they are duly authorized to do so, and that each has taken all requisite action required by law or otherwise to properly allow such signatories to execute this Agreement.

Subsequent Events . Sandhu and DDOO, or any one of them, each agree to notify the other parties if, subsequent to the date of this Agreement, one of the parties incurs obligations which could compromise their efforts and obligations under this Agreement.

Amendment . This Agreement may be amended or modified at any time and in any manner only by an instrument in writing executed by the parties hereto.

Assignment . Neither this Agreement nor any right created by it shall be assignable by any party hereto without the prior written consent of the other parties.

In the case of DDOO:

Discount Dental Materials, Inc.

13455 Noel Road, Suite 1000

Dallas, TX 75240

Telephone: (949) 415-7478

Fax:

Email:

	With a copy to:	Craig V. Butler Law Offices of Craig V. Butler 9900 Research Drive Irvine, CA 92618 Telephone: (949) 484-5667 Fax: (949) 209-2545 E-mail: cbutler@craigbutlerlaw.com

	In the case of Sandhu :	Paul Sandhu





	or to such other person or address designated in writing subsequent to the date hereof by Sandhu or DDOO to receive notice.

Headings . The section and subsection headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

Binding Effect . This Agreement shall be binding upon the parties hereto and inure to the benefit of the parties, their respective heirs, administrators, executors, successors, and assigns.

Severability . If any part of this Agreement is deemed to be unenforceable the balance of the Agreement shall remain in full force and effect.

[signature page follows immediately hereafter]

IN WITNESS WHEREOF , the parties have executed this Agreement as of the Effective Date.

“DDOO”		“Sandhu”

Discount Dental Materials, Inc., a Nevada corporation		Paul Sandhu, an individual


By:	/s/ Gerald A. DeCiccio	By:	/s/ Paul Sandhu
Name:	Gerald A. DeCiccio
Title	President

EXHIBIT A

Promissory Note

EXHIBIT 10.4

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

PROMISSORY NOTE

$116,700

January 1 8, 2013

Dallas, TX

For value received, Discount Dental Materials, Inc., a Nevada corporation (the “Company”), promises to pay to Gerald A. DeCiccio, an individual, or his assigns (the “Holder”) the principal sum of One Hundred Sixty Six Thousand Seven Hundred Dollars ($116,700). The principal hereof and any unpaid accrued interest thereon shall be due and payable on or before 5:00 p.m., Central Standard Time, on December 31, 2013 (the “Maturity Date”) (unless such payment date is accelerated as provided in Section 3 hereof). Payment of all amounts due hereunder shall be made at the address of the Holder provided for in Section 4 hereof. Interest shall accrue on the outstanding principal amount beginning on the Maturity Date at the rate of seven and one-half percent (7.5%) per annum, simple interest, and shall continue on the outstanding principal until paid in full.

1. HISTORY OF THE NOTE . This Note is being delivered to Holder as consideration under the Termination Agreement and General Release by and between the Holder and the Company dated January 18, 2013.

2. PREPAYMENT . The Company may, at its option, at any time and from time to time, prepay all or any part of the principal balance of this Note, without penalty or premium, provided that concurrently with each such prepayment the Company shall pay accrued interest on the principal, if any, so prepaid to the date of such prepayment.

3. DEFAULT . The occurrence of any one of the following events shall constitute an Event of Default:

(a) The non-payment, when due, of any principal or interest pursuant to this Note;

(b) The material breach of any representation or warranty in this Note. In the event the Holder becomes aware of a breach of this Section 3(b), then provided such breach is capable of being cured by Company, the Holder shall notify the Company in writing of such breach and the Company shall have five (5) business days after notice to cure such breach;

(d) The commencement by the Company of any voluntary proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, receivership, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or the adjudication of the Company as insolvent or bankrupt by a decree of a court of competent jurisdiction; or the petition or application by the Company for, acquiescence in, or consent by the Company to, the appointment of any receiver or trustee for the Company or for all or a substantial part of the property of the Company; or the assignment by the Company for the benefit of creditors; or the written admission of the Company of its inability to pay its debts as they mature; or

(e) The commencement against the Company of any proceeding relating to the Company under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, receivership, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, provided, however, that the commencement of such a proceeding shall not constitute an Event of Default unless the Company consents to the same or admits in writing the material allegations of same, or said proceeding shall remain undismissed for 20 days; or the issuance of any order, judgment or decree for the appointment of a receiver or trustee for the Company or for all or a substantial part of the property of the Company, which order, judgment or decree remains undismissed for 20 days; or a warrant of attachment, execution, or similar process shall be issued against any substantial part of the property of the Company.

Upon the occurrence of any Default or Event of Default, the Holder, may, by written notice to the Company, declare all or any portion of the unpaid principal amount due to Holder, together with all accrued interest thereon, immediately due and payable, in which event it shall immediately be and become due and payable, provided that upon the occurrence of an Event of Default as set forth in paragraph (d) or paragraph (e) hereof, all or any portion of the unpaid principal amount due to Holder, together with all accrued interest thereon, shall immediately become due and payable without any such notice.

4. NOTICES . All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the Party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, or (c) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent as follows:

	If to the Company:	Discount Dental Materials, Inc. 13455 Noel Road, Suite 1000 Dallas, TX 75240 Attn: President Facsimile No.:

	with a copy to:	Law Offices of Craig V. Butler 9900 Research Dr. Irvine, CA 92618 Attn: Craig V. Butler, Esq. Facsimile No.: (949) 209-2545

	If to Holder:


		Facsimile No.:

or at such other address as the Company or Holder may designate by ten (10) days advance written notice to the other Party hereto.

5. GOVERNING LAW; VENUE . The terms of this Note shall be construed in accordance with the laws of the State of Texas, as applied to contracts entered into by Texas residents within the State of Texas, and to be performed entirely within the State of Texas. The parties agree that any action brought to enforce the terms of this Note will be brought in the appropriate federal or state court having jurisdiction over Dallas County, Texas.

6. ATTORNEY’S FEES . In the event the Holder hereof shall refer this Note to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting the enforcement of the Holder’s rights, including reasonable attorney’s fees, whether or not suit is instituted.

7. CONFORMITY WITH LAW . It is the intention of the Company and of the Holder to conform strictly to applicable usury and similar laws. Accordingly, notwithstanding anything to the contrary in this Note, it is agreed that the aggregate of all charges which constitute interest under applicable usury and similar laws that are contracted for, chargeable or receivable under or in respect of this Note, shall under no circumstances exceed the maximum amount of interest permitted by such laws, and any excess, whether occasioned by acceleration or maturity of this Note or otherwise, shall be canceled automatically, and if theretofore paid, shall be either refunded to the Company or credited on the principal amount of this Note.

8. MODIFICATION; WAIVER . No modification or waiver of any provision of this Note or consent to departure therefrom shall be effective unless in writing and approved by the Company and the Holder.

[remainder of page intentionally left blank; signature page to follow]

IN WITNESS WHEREOF, Company has executed this Promissory Note as of the date first written above.

		“Company”

		Discount Dental Materials, Inc.
		a Nevada corporation


		/s/ Gerald A. DeCiccio
	By:	Gerald A. DeCiccio
	Its:	President

Acknowledged:

/s/ Gerald A. DeCiccio
Gerald A. DeCiccio

EXHIBIT 10.5

PROMISSORY NOTE

$120,000

January 1 8, 2013

Dallas, TX

For value received, Discount Dental Materials, Inc., a Nevada corporation (the “Company”), promises to pay to Eric Clemons, an individual, or his assigns (the “Holder”) the principal sum of One Hundred Twenty Thousand Dollars ($120,000). The principal hereof and any unpaid accrued interest thereon shall be due and payable on or before 5:00 p.m., Central Standard Time, on December 31, 2013 (the “Maturity Date”) (unless such payment date is accelerated as provided in Section 3 hereof). Payment of all amounts due hereunder shall be made at the address of the Holder provided for in Section 4 hereof. Interest shall accrue on the outstanding principal amount beginning on the Maturity Date at the rate of seven and one-half percent (7.5%) per annum, simple interest, and shall continue on the outstanding principal until paid in full.

1. HISTORY OF THE NOTE . This Note is being delivered to Holder as consideration under the Termination Agreement and General Release by and between the Holder and the Company dated January 18, 2013.

3. DEFAULT . The occurrence of any one of the following events shall constitute an Event of Default:

(a) The non-payment, when due, of any principal or interest pursuant to this Note;

	If to the Company:	Discount Dental Materials, Inc. 13455 Noel Road, Suite 1000 Dallas, TX 75240 Attn: President Facsimile No.:

	with a copy to:	Law Offices of Craig V. Butler 9900 Research Dr. Irvine, CA 92618 Attn: Craig V. Butler, Esq. Facsimile No.: (949) 209-2545

	If to Holder:


		Facsimile No.:

or at such other address as the Company or Holder may designate by ten (10) days advance written notice to the other Party hereto.

8. MODIFICATION; WAIVER . No modification or waiver of any provision of this Note or consent to departure therefrom shall be effective unless in writing and approved by the Company and the Holder.

[remainder of page intentionally left blank; signature page to follow]

IN WITNESS WHEREOF, Company has executed this Promissory Note as of the date first written above.

		“Company”

		Discount Dental Materials, Inc.
		a Nevada corporation


		/s/ Gerald A. DeCiccio
	By:	Gerald A. DeCiccio
	Its:	President

Acknowledged:

/s/ Eric Clemons
Eric Clemons

EXHIBIT 10.6

PROMISSORY NOTE

$120,000

January 1 8, 2013

Dallas, TX

For value received, Discount Dental Materials, Inc., a Nevada corporation (the “Company”), promises to pay to Paul Sandhu, an individual, or his assigns (the “Holder”) the principal sum of One Hundred Twenty Thousand Dollars ($120,000). The principal hereof and any unpaid accrued interest thereon shall be due and payable on or before 5:00 p.m., Central Standard Time, on December 31, 2013 (the “Maturity Date”) (unless such payment date is accelerated as provided in Section 3 hereof). Payment of all amounts due hereunder shall be made at the address of the Holder provided for in Section 4 hereof. Interest shall accrue on the outstanding principal amount beginning on the Maturity Date at the rate of seven and one-half percent (7.5%) per annum, simple interest, and shall continue on the outstanding principal until paid in full.

1. HISTORY OF THE NOTE . This Note is being delivered to Holder as consideration under the Termination Agreement and General Release by and between the Holder and the Company dated January 18, 2013.

3. DEFAULT . The occurrence of any one of the following events shall constitute an Event of Default:

(a) The non-payment, when due, of any principal or interest pursuant to this Note;

	If to the Company:	Discount Dental Materials, Inc. 13455 Noel Road, Suite 1000 Dallas, TX 75240 Attn: President Facsimile No.:

	with a copy to:	Law Offices of Craig V. Butler 9900 Research Dr. Irvine, CA 92618 Attn: Craig V. Butler, Esq. Facsimile No.: (949) 209-2545

	If to Holder:


		Facsimile No.:

or at such other address as the Company or Holder may designate by ten (10) days advance written notice to the other Party hereto.

8. MODIFICATION; WAIVER . No modification or waiver of any provision of this Note or consent to departure therefrom shall be effective unless in writing and approved by the Company and the Holder.

[remainder of page intentionally left blank; signature page to follow]

IN WITNESS WHEREOF, Company has executed this Promissory Note as of the date first written above.

		“Company”

		Discount Dental Materials, Inc.
		a Nevada corporation


		/s/ Gerald A. DeCiccio
	By:	Gerald A. DeCiccio
	Its:	President

Acknowledged:

/s/ Paul Sandhu
Paul Sandhu

EXHIBIT 16.1

Established 1926

Von Karman Towers

18201 Von Karman Ave.,

Suite 1060

Irvine, CA 92612

Tel: (949) 271-2600

Fax: (949) 660-5681

www.windes.com

Other Offices:

Long Beach

Torrance

Los Angeles

January 18, 2013

U.S. Securities and Exchange Commission
100 F. Street, NE
Washington, DC 20549-6010

Dear Ladies and Gentlemen:

We have read Item 4.01, and are in agreement with the statements as they relate to our firm being made by Discount Dental Materials, Inc. (the Company) in Item 4.01 of its amendment No. 1 to Form 8-K dated January 18, 2013, captioned Changes in Registrants Certifying Accountant. We have no basis to agree or disagree with the other statements contained therein.

/s/ Windes & McClaughry Accountancy Corporation