September 17, 2014
Filed via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D. C. 20549-4631
ATTN: Jan Woo
Attorney-Advisor
Re: American Doctors Online, Inc.
Amendment No. 1 to RegistrationStatementonForm10
Filed September 4, 2014
File No.000-55250
DearMs. Woo:
This letter is in response to the comments of the U.S. Securities and Exchange Commission (the “Commission”) dated September 15, 2014, with respect to the above-referenced filing. Amendment No. 2 to Registration Statement on Form 10 of American Doctors Online, Inc., a Delaware corporation (the “Company”), incorporates our responses to your comments. Our responses follow the text of each comment and are reproduced consecutively for your convenience.
Item 1.Business
Massachusetts (MA)Sexual Assault NurseExaminer(SANE)Program, page6
1. | Please refer topriorcomment 7and provide support foryour statement onpage6 that“SANE Programs havebeen shown to improvethequalityofhealthcare for patients/survivors, increasethe qualityofforensicevidencecollection, support police investigations,and increasethe successful prosecution ofsuch cases.” |
Response 1: We will supplementally provide the support for our statement.
Customers, page7
2. | Wenote thatin responseto priorcomment 10youdid notdisclose thematerialterms ofanyagreements with Royal Health Grouporfileanyagreements withRoyal Health Groupas exhibitstotheregistration statement.Pleaseadvise. Also reviseto disclose the terminationeventsin your agreement withSeniorWholeHealth. |
Response 2: We have included as exhibit 26.2, our agreement with Royal Health Group and have disclosed the material terms in the “Customers” section. We have also added disclosure regarding termination events in our agreement with Senior Whole Health.
Item 4.SecurityOwnership of Certain Beneficial OwnersandManagement, page24
3. | Inresponse to priorcomment 18,youdisclosedin footnote (2)that Mr.Bulat holdsapproximately86.6%ofthevotingpower. Pleasereconcilethis disclosurewiththethird riskfactor onpage11 whereyou disclose thatyour officersand directorsholdapproximately71%of thevotingpower. |
Response 3: We have revised the risk factor “ADOL’s Directors and Officers possess the majority of our voting power..” to disclose that our officers and directors hold approximately 90% of the voting power.
Item 7. CertainRelationships and RelatedTransactions,and DirectorIndependence, page28
4. | Wenoteyouradded disclosurein response to priorcomment 20.Please clarifywhether theJune1, 2013consultingagreement with VentureEquitycontinues to bein effect and whetherthis isthe sameagreement as the Chief Financial OfficerAgreement dated October28, 2013filedasExhibit 10.5. To the extentthat anyrights or obligationscontinue, pleaseexpandyourdisclosure andfile anyamendmentsas exhibits.Further,you state inyourletter thatyouhavedisclosed theManagementServicesandLicense Agreement withPDRxas arelatedpartytransaction butthissection does notappear to havethat new disclosure.Please advise. |
Response 4: The June 1, 2013, consulting agreement with Venture Equity was replaced by the Chief Financial Officer Agreement dated October 28, 2013, previously filed as Exhibit 10.5. The agreement is for a one year term, effective November 1, 2013. Although the parties have not formally amended the agreement, the monthly fee became $8,000 effective January 1, 2014. We have disclosed the Management Services and License Agreement with PDR as a related party transaction.
Weacknowledgethat:
· | thecompany is responsiblefortheadequacyandaccuracy of thedisclosure inthe filing; |
· | staffcomments orchanges to disclosurein responseto staff comments donot foreclose the Commission fromtakinganyaction with respectto thefiling; and |
· | thecompanymaynot assert staffcomments as adefense inanyproceeding initiatedby the Commission or anyperson under the federalsecurities laws oftheUnited States. |
Should you have any questions or require any further information, please do not hesitate to contact us.
Sincerely,
/s/ Brian Lane
Brian Lane
Chief Executive Officer
cc:ViaE-mail
LauraAnthony, Esq.
Legal and Compliance,LLC