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)

~~December~~June 274, ~~2006~~2007

DENTAL PATIENT CARE AMERICA, INC.

(Exact name of registrant as specified in its charter)

Utah (State or other jurisdiction of incorporation)	333-37842 (Commission file number)		87-0639343 (IRS employer identification no.)
2150 South 1300 East, Suite 500, SLC, UT		84106
(Address of principal executive offices)		(Zip code)

(801) 990-3314

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

*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.~~13c~~13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

OnEffective ~~December~~June 274, ~~2006~~2007, the Company, ~~and~~through its ~~subsidiaries~~wholly ~~entered~~owned ~~into a Loan~~subsidiary, ~~Security and Warrant Agreement (the “Loan Agreement”) with Heartland~~ Dental ~~Care~~Cooperative, Inc. (the “~~Heartland~~Cooperative”)~~. Under the terms of the Loan Agreement~~, ~~Heartland~~closed ison ~~making~~ an ~~initial~~Affiliate ~~loan~~Member toPractice ~~the~~Purchase ~~Company~~Agreement in (the ~~amount~~“Purchase ofAgreement”) ~~two~~with ~~hundred~~Lowell ~~seventy-five~~K. ~~thousand~~Anderson ~~dollars~~DMD PC (~~$275,000~~the “Provider”) and ~~may~~Dr. Lowell ~~make~~K. ~~additional~~Anderson. ~~loans~~Under to the ~~Company~~Purchase inAgreement, the ~~total~~Cooperative ~~aggregate~~may ~~principal~~acquire ~~amount~~substantially all of upDr. Anderson’s todental ~~one~~practice ~~million~~in ~~two~~consideration ~~hundred~~for ~~fifty~~future ~~thousand~~cash ~~dollars~~payments ~~($1,250,000).~~and ~~Interest~~stock onoptions ~~the~~exercisable ~~principal~~for ~~amount~~1,000,000 ~~outstanding~~shares ~~is due on the first day~~ of ~~each~~common ~~calendar~~stock. ~~quarter~~The ~~and~~options ~~interest~~will isbe ~~payable~~granted atunder the ~~rate~~Company’s of2007 ~~ten~~Stock ~~percent~~Option Plan (~~10%)~~the ~~per annum~~“Plan”). The ~~principal~~Plan ~~amount~~ is ~~due~~subject ~~and~~to ~~payable~~shareholder inapproval ~~full~~and ~~April~~if ~~30,~~such ~~2012.~~approval Asis ~~collateral~~not ~~for~~obtained ~~the~~then ~~repayment~~any ofoptions ~~the~~granted ~~loan,~~under the ~~Company~~Plan ~~granted~~will ~~Heartland~~be anull, ~~security~~void ~~interest~~and inof ~~substantially~~no ~~all~~force ofor ~~its assets~~effect. ~~Receipt~~The transfer of the ~~additional~~practice ~~loan proceeds~~assets is ~~contingent~~not ~~upon~~anticipated ~~the~~to ~~Company~~occur ~~acquiring~~until ~~specified~~the ~~numbers~~five-year anniversary of ~~dental~~closing ~~practices~~date. ~~There~~In ~~can~~connection bewith nothe ~~assurance~~closing, ~~that~~the ~~any~~Provider ~~additional~~obtained a loan ~~proceeds~~in ~~will~~the beprincipal ~~received~~amount byof fifty-percent (50%) of the ~~Company~~practice ~~and~~purchase ~~there~~price ~~can~~from beStillwater noNational ~~assurance~~Bank ~~that~~and ~~the~~Trust Company ~~will~~(the ~~have~~“Loan”). ~~sufficient~~The ~~funds~~Purchase ~~available~~Agreement toalso ~~repay~~contains ~~the~~confidentiality, ~~amounts~~indemnification ~~owing~~and onother ~~the loan~~provisions.

AsIn ~~additional~~connection ~~consideration~~with ~~for~~ the ~~loan~~Purchase Agreement, the ~~Company~~Cooperative, ~~issued~~Provider aand ~~warrant~~Dr. Anderson toexecuted ~~Heartland that is exercisable for~~ a ~~number~~Management ofServices ~~shares~~Agreement of(the ~~common~~“Management ~~stock equal to ten percent (10%~~Agreement”). ofUnder the ~~Company’s~~Management ~~issued and outstanding common stock~~Agreement, onthe aCompany ~~fully~~has ~~diluted~~retained ~~basis, on~~ the ~~date~~Provider ofto ~~exercise.~~independently ~~Until~~manage and ~~unless~~operate the ~~principal~~dental ~~amount~~practice offor ~~one~~a ~~million~~five ~~two~~year ~~hundred~~period ~~fifty~~in ~~thousand~~consideration ~~dollars~~for ~~($1,250,000)~~a ispercentage ~~lent~~of to the ~~Company,~~Provider’s ~~the~~margin ~~number~~(i.e., ~~of shares of common stock for which~~ the ~~warrant~~Provider’s ~~can~~collections beless ~~exercised~~operating isexpenses) ~~reduced~~plus inan ~~proportion~~additional tocash ~~the~~payment. ~~amount~~The ~~actually~~Management ~~lent.~~Agreement ~~For example~~contains, ~~the~~among ~~warrant~~other isprovisions, ~~currently exercisable for 2.2%~~ (~~(275,000/1,250,000~~i) xrequirements ~~10%)~~with ofrespect ~~the~~to ~~Company’s~~minimum ~~issued~~collection and ~~outstanding~~minimum ~~common~~margin ~~stock,~~levels onthat amust ~~fully~~be ~~diluted~~maintained ~~basis.~~during ~~The~~the ~~Company~~term ~~has~~of ~~also agreed to file a registration statement registering~~ the ~~resale~~agreement, ofand ~~the~~(ii) ~~warrant~~confidentiality and ~~common~~indemnification ~~stock~~provisions. ~~that~~The Management Agreement is ~~issuable~~effective immediately upon ~~exercise~~closing of the ~~warrants~~Purchase Agreement.

In ~~addition~~connection with the Loan, the Company ~~executed~~and athe ~~Benchmark~~Cooperative ~~Services Agreement with Heartland whereby Heartland has~~ agreed to ~~provide~~subordinate ~~benchmarking~~certain ~~services~~rights tothat ~~dental~~may ~~practices~~accrue ~~who have received funding through Stillwater National Bank and Trust Company~~ in connection with anthe ~~effective~~Purchase ~~Affiliate~~Agreement ~~Member~~and ~~Practice~~Management ~~Purchase~~ Agreement to ~~which~~ the ~~Company~~amounts isowing ~~a party (a “Covered Practice”). In consideration for such services, Heartland will be paid an amount equal~~ to ~~one percent (1%) of~~ the ~~aggregate~~lender ~~collected~~under ~~revenues of~~ the ~~Covered Practices during each quarterly period that the agreement is in effect~~Loan. ~~The agreement terminates on the earlier of the date there are no Covered Practices or the five year anniversary of the agreement.~~

~~Finally,~~This is the ~~Company~~fifth ~~and~~dental ~~its~~practice ~~directors~~acquisition ~~entered~~arrangement ~~into~~that ~~a Tag Along Rights Agreement with Heartland whereby~~ the ~~directors~~Company ~~granted~~has ~~Heartland~~entered ~~tag along rights should a director enter~~ into anduring ~~agreement to transfer shares held by such director~~2007.

Item 2.01 Completion of Acquisition or Disposition of Assets

The Company has acquired a significant amount of assets outside the ordinary course of business under the arrangements that are described in Item 1.01, which description is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits

Exhibits

Number	Description
10.1	~~Loan~~Affiliate Member Practice Purchase Agreement, ~~Security~~by and ~~Warrant~~between ~~Agreement~~Dental Cooperative, Inc., Lowell K. Anderson DMD PC, and Dr. Anderson, dated ~~December~~May 2717, ~~2006~~2007.
10.2	~~Secured~~Management ~~Subordinated~~Services ~~Note~~Agreement, by and between Dental Cooperative, Inc., Dental Cooperative, Inc., Lowell K. Anderson DMD PC, and Dr. Anderson , dated ~~December~~May 2717, ~~2006~~2007.
10.3	Benchmark Services Agreement, dated December 27, 2006
10.4	Warrant, dated December 27, 2006
10.5	Tag Along Rights Agreement, dated December 27, 2006

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.

Date: ~~December~~June 288, ~~2006~~2007 DENTAL PATIENT CARE AMERICA, INC. (Registrant) By /s/ Michael Silva Michael Silva Chief Executive Officer

Filing Compare · DENTAL PATIENT CARE AMERICA INC