April 23, 2019
Tim Shannon
President, Director and Chief Executive Officer
24/7 Kid Doc, Inc.
8269 Burgos Ct.
Orlando, FL 32836
Re: 24/7 Kid Doc, Inc.
Amendment No. 1 to Form 10-12G
Filed April 1, 2019
File No. 000-27251
Dear Mr. Shannon:
We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response and any amendment you may file in response
to these
comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form 10-12G
Item 1. Description of Business
Operations, page 4
1. Please elaborate upon the status of your Telemedicine Care Center and
what additional
steps, if any, will be taken by you in order for the care center to be
fully operational. If
you require additional cash resources to fully establish this care
center, please disclose
how you intend to procure such resources or finance such costs.
Marketing Strategy, page 5
2. We note your disclosure that, "[i]n order to operate and ensure that
insurance providers
can be appropriately billed, [you] require a Medicaid license in a State
that has a
telemedicine parity law," and that you "are currently applying for a
Medicaid license in
Florida and Georgia." However, the description of your business on page 4
suggests that
Tim Shannon
FirstName LastNameTim Shannon
24/7 Kid Doc, Inc.
Comapany Name24/7 Kid Doc, Inc.
April 23, 2019
April 2 2019 Page 2
Page 23,
FirstName LastName
you are currently providing telemedicine services. You also disclose
in your discussion of
your "Capital and Source of Liquidity" that "[you] believe [y]our cash
on hand and cash
generated from operations will be sufficient to conduct operations
through December 31,
2019." Please clearly disclose throughout your filing whether you are
currently
operating. If you are not currently operating, please tell us how you
expect to generate
cash from operations sufficient to operate through December 31, 2019.
3. Please provide support for your statement that "[t]he trend is moving
toward all insurance
companies in all states covering telemedicine, as it represents
significant savings to the
insurance companies, Medicare, and Medicaid."
4. We note your disclosure that "[you] are currently seeking help in
Congress to set a
national parity measure." Please briefly describe the steps you have
taken to seek this
national parity measure.
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial
Condition, page 7
5. We note that certain of your disclosures within management's
discussion and analysis of
results of operations and financial condition present information that
differs from that seen
on the face of your audited financial statements. As examples only and
not an inclusive
list, your disclosure in the last paragraph on page 7 states that you
had net cash used in
financing activities of $1,574 for the year ended December 31, 2018
while your financial
statements indicate you had net cash provided by financing activities
of $119,295, and the
first paragraph under the heading "Results of Operations" on page 8
states that you had a
net loss of $60,506 for the year ended December 31, 2018 while your
financial statements
indicate you had a net loss of $61,363. Please carefully review the
disclosures in this
section of your filing and revise as necessary to disclose information
that is consistent
with your audited financial statements.
Results of Operations, page 8
6. Please elaborate upon the $1,404 you received from the sale of
supplies to clarify whether
this amount reflects the receipt of revenue and, if so, how the
receipt of revenue fits into
your business model, considering you state elsewhere that you intend
to generate revenue
by providing services but are unable to generate revenue at this time.
Controls and Procedures, page 10
7. We note you have elected to include your managements' assessments
regarding the
effectiveness of your disclosure controls and procedures and your
internal controls over
financial reporting in your registration statement. You disclose in
the third paragraph on
page 11 that your management assessed the effectiveness of your
internal control over
financial reporting as of December 31, 2018 and concluded that it is
effective. However,
the fifth paragraph on page 11 refers to both 2015 and 2018, and
states that, based on your
Tim Shannon
FirstName LastNameTim Shannon
24/7 Kid Doc, Inc.
Comapany Name24/7 Kid Doc, Inc.
April 23, 2019
April 3 2019 Page 3
Page 23,
FirstName LastName
assessment, you concluded that your internal control over financial
reporting was not
effective, and that a material weakness existed as of December 31,
2018. If you continue
to elect to disclose management's assessments of the effectiveness of
your disclosure
controls and procedures and internal control over financial reporting,
please respond to the
following comments:
Please revise your disclosure to clarify your managements'
conclusions regarding
whether your internal controls over financial reporting were
effective or not effective
as of December 31, 2018. In this regard, your management may not
conclude that
your internal control over financial reporting is effective when
an unremediated
material weakness exists at the evaluation date.
Please disclose whether your management or your auditor identified
the material
weakness, when the material weakness was discovered, and what
steps you have taken
or plan to take to mitigate the material weakness.
You refer under "Evaluation of Changes in Internal Controls over
Financial
Reporting" to an evaluation that occurred during the fourth
quarter of 2015, and a
material weakness that existed as of December 31, 2018. Please
revise to consistently
describe the evaluation performed and any material weaknesses that
existed as of
December 31, 2018.
Please revise your disclosure to better clarify which framework
you used to assess the
effectiveness of internal control over financial reporting. Please
note that the 2013
COSO framework superseded the 2006 Guidance for Smaller Public
Companies; refer
to current COSO frameworks at www.coso.org.
Lastly, please tell us in more detail how your management, under
the supervision of
your CEO and your CFO, were able to conclude your disclosure
controls and
procedures were effective as of December 31, 2018, in light of the
material weakness
you identified in your internal control over financial reporting.
We note you describe
this material weakness as "limitations in . . . [your] capacity .
.. . to identify and react in
a timely manner to certain transactions as well as the adequate
understanding of the
disclosure requirements related to these transactions."
Item 6. Executive Compensation, page 14
8. We note your disclosure that, during the year ended December 31, 2017
you accrued
$60,000 of compensation to your President and CEO, and beginning in
October 2018, you
began paying compensation to your President and CEO of $5,000 per
month. Please
provide the disclosure required by Item 401(m) of Regulation S-K. In
this regard, we note
that tables or columns may be omitted only if there has been no
compensation awarded to,
Tim Shannon
FirstName LastNameTim Shannon
24/7 Kid Doc, Inc.
Comapany Name24/7 Kid Doc, Inc.
April 23, 2019
April 4 2019 Page 4
Page 23,
FirstName LastName
earned by, or paid to any named executive officers, and it appears
from your disclosure
that your President and CEO received compensation for your 2017 and
2018 fiscal years.
Item 7. Certain Relationships and Related Transactions, page 15
9. We note your disclosure that, "[i]n November 2017, the president, a
board member and
one shareholder purchased a total of 1,700,000 shares of common stock
at $0.01 per
share," and in October 2018, you issued 1,000,000 shares of preferred
stock to your
president in exchange for $40,000 of accrued compensation, but you do
not disclose the
name of each related person, as required by Item 404(a)(1) of
Regulation S-K. However,
you disclose in "Recent Sales of Unregistered Securities" that, in
December 2017, the
board authorized the issuance of 1,700,000 shares to Dr. Benitez, Tim
Shannon, and Ken
Scott, and that, in September of 2018, the board issued 1,000,000
shares of preferred stock
to Tim Shannon in exchange for $40,000 of unpaid accrued compensation.
Please clarify
whether the transactions disclosed in these two sections are the same,
and, if so, revise for
consistency of the dates of the transactions. If these are different
issuances, please revise
the disclosure of your related party transactions to include the
December 2017 transaction
and the September 2018 transaction, and to identify the parties
involved.
Item 11. Description of Securities, page 16
10. Please revise this disclosure to disclose the rights of any other
authorized class of
securities, such as your preferred stock, if such securities
materially limit or qualify the
rights of your common stock. Refer to Item 202 of Regulation S-K.
Financial Statements
Balance Sheet, page 21
11. Please reconcile for us the number of common shares issued and
outstanding at each of
December 31, 2018 and 2017 as seen on the face of your Balance Sheets
with the number
of shares seen on the face of your Statements of Stockholders' Equity
(Deficit). As one
example only and not an inclusive list, your equity statement
indicates that you had 49.8
million common shares issued at December 31, 2017, while your balance
sheet appears to
indicate you had 51.8 million common shares issued at December 31,
2017. Please
similarly reconcile for us the number of treasury shares outstanding
at December 31, 2017
as seen on the face of your Balance Sheet with the number of treasury
shares outstanding
at December 31, 2017 as seen on the face of your Statements of
Stockholders' Equity
(Deficit).
Note 4. Notes Payable, page 29
12. We note your disclosure that your promissory notes payable are
convertible into shares of
your common stock during the term of the loan. Please expand your
footnote disclosure
to describe the terms of this debt including the conversion feature.
Please refer to ASC
470-20 and ASC 505-10-50-3.
Tim Shannon
24/7 Kid Doc, Inc.
April 23, 2019
Page 5
Note 6. Stockholders' Deficit, page 29
13. We note that, in your Form 10-12G filed on February 27, 2019, you
included disclosures
in Note 5 to your financial statements for the nine months ended
September 30, 2018
indicating that the preferred shares you issued on September 12, 2018
were convertible for
a period of one year, at the rate of 10 shares of Common stock for each
share of preferred
stock. However, your current filing does not include this disclosure.
Please expand your
footnote disclosures to describe the material terms of your preferred
stock, including
redemption, dividend and conversion features, if any. Please refer to ASC
505-10-50-3
through 50-5.
14. Please note that the description of each line item in your Statements of
Stockholders'
Equity (Deficit) is truncated and not fully visible. Please revise your
statements of
stockholders' deficit or the related footnotes to your financial
statements to explain
the $53,703 and $20,000 increases in additional paid in capital during
the year ended
December 31, 2018.
Exhibits
15. Please file your Articles of Incorporation as an exhibit.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Sondra Snyder, Staff Accountant, at 202-551-3332 or
Jennifer
Thompson, Accounting Branch Chief, at 202-551-3737 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Katherine Bagley,
Staff Attorney, at 202-551-2545 or Mara Ransom, Assistant Director, at
202-551-3264 with any
other questions.
Sincerely,
FirstName LastNameTim Shannon
Division of
Corporation Finance
Comapany Name24/7 Kid Doc, Inc.
Office of Consumer
Products
April 23, 2019 Page 5
cc: Jody Walker
FirstName LastName