October 6, 2014
Filed viaEDGAR
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. 2 to Registration Statement on Form 10 | ||
| Filed September 17, 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 26, 2014, with respect to the above-referenced filing. Amendment No. 3 to Registration Statement on Form 10 of American Doctors Online, Inc., a Delaware corporation (the “Company”), incorporates our responses to your comment. Our response follows the text of the comment.
Item 7.CertainRelationships and RelatedTransactions,and DirectorIndependence, page28
| 1. | We note your added disclosure in response to prior comment 4 regarding the Management Services and License Agreement. Please disclose the amount of the management fees paid by PDRx and the cost of the services provided by PDRx since 2011. See Instruction 1 to Item 404 of Regulation S-K. |
| Response 1: We have disclosed the management fees paid by PDRx to ADOL pursuant to the Management Services and License Agreement of $187,666, $186,075 and $280,620 for the years ended December 31, 2013, 2012 and 2011, respectively, and $198,000 for the six months ended June 30, 2014 in our Amendment No. 3. |
U.S. Securities and Exchange Commission
October 6, 2014
Page 2
We acknowledge that:
| · | thecompanyis responsiblefortheadequacyandaccuracyof thedisclosureinthe 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,
Brian Lane
Chief Executive Officer
| cc: | Via E-mail |
| Laura Anthony, Esq. | |
| Legal & Compliance, LLC |