Jump to : -- Use Sections To Navigate Through The Document -- S-4 CALCULATION OF REGISTRATION FEE INFORMATION ABOUT THE MERGER AND OTHER ITEMS TO BE VOTED ON ... THIS MATERIAL CAREFULLY, INCLUDING THE SECTION DESCRIBING ... TABLE OF CONTENTS BENEFICIAL OWNERS WHERE YOU CAN FIND MORE INFORMATION A WARNING ABOUT FORWARD-LOOKING STATEMENTS QUESTIONS AND ANSWERS ABOUT THE MERGER SUMMARY Listing of DCAs Common Stock on the Nasdaq SmallCap Market Selected Historical Financial Data of DCA Selected Historical Financial Data of Medicore Selected Unaudited Pro Forma Financial Data RISK FACTORS THE MERGER Real Property Material U.S. Federal Income Tax Consequences NAME AND TITLE Executive Compensation Report BUSINESS OF DCA Employees MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL Liquidity and Capital Resources Quantitative and Qualitative Disclosures About Market Risk Changes in and Disagreements with Accountants on Accounting ... Dividend Policy DESCRIPTION OF DCA CAPITAL STOCK Transfer Agent BENEFICIAL OWNERS EXPERTS LEGAL MATTERS INDEX TO FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS BALANCE SHEET INCOME STATEMENT STOCKHOLDERS EQUITY CASH FLOW NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CASH FLOW OPTIONS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM VALUATION AND QUALIFYING ACCOUNTS INCOME STATEMENT BALANCE SHEET CASH FLOW STOCKHOLDERS EQUITY REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS BALANCE SHEET INCOME STATEMENT STOCKHOLDERS EQUITY CASH FLOW INCOME STATEMENT BALANCE SHEET CASH FLOW STOCKHOLDERS EQUITY THE MERGER PART II Item 20. Indemnification of Directors and Officers Item 21. Exhibits and Financial Statement Schedules Item 22. Undertakings SIGNATURES POWER OF ATTORNEY EXHIBIT 5.1 EXHIBIT 8.1 EXHIBIT 23.1 CONSENT OF MOORE STEPHENS, P.C. EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.4 CONSENT OF KRONISH LIEB WEINER & HELLMAN LLP EXHIBIT 23.5 CONSENT OF CAPITALINK, L.C. EXHIBIT 23.6 CONSENT OF HOULIHAN SMITH & COMPANY, INC. EXHIBIT 99.1 EXHIBIT 99.2
CONSENT OF HOULIHAN SMITH & COMPANY, INC. We hereby consent to the inclusion of and incorporation by reference of our fairness opinion dated May 20, 2005 to the Board of Directors of Medicore, Inc., in the proxy statement/prospectus forming a part of the registration statement on Form S-4 of Dialysis Corporation of America (Registration Statement) and to all references to our firm in the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (the Securities Act), nor do we admit that we are experts with respect to any part of such Registration Statement within the meaning of the term experts as used in the Securities Act. /s/ Houlihan Smith & Company, Inc. HOULIHAN SMITH & COMPANY, INC. June 3, 2005
We hereby consent to the inclusion of and incorporation by reference of our fairness opinion dated May 20, 2005 to the Board of Directors of Medicore, Inc., in the proxy statement/prospectus forming a part of the registration statement on Form S-4 of Dialysis Corporation of America (Registration Statement) and to all references to our firm in the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder (the Securities Act), nor do we admit that we are experts with respect to any part of such Registration Statement within the meaning of the term experts as used in the Securities Act.
/s/ Houlihan Smith & Company, Inc.
HOULIHAN SMITH & COMPANY, INC. June 3, 2005