United States securities and exchange commission logo
November 2, 2023
Charles Nader
Chief Executive Officer
DOC.COM INC.
408 Broadway
New York, NY 10013
Re: DOC.COM INC.
Offering Statement
on Form 1-A
Filed October 11,
2023
File No. 024-12337
Dear Charles Nader:
We have reviewed your
offering statement and have the following comments.
Please respond to this letter by amending your offering statement
and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response. After
reviewing any amendment to your offering statement and the information
you provide in
response to this letter, we may have additional comments.
Form 1-A filed October 11, 2023
Cover Page
1. We note that you have a
dual class capital structure with Class B common stock having 20
votes per share, and
that your Chief Executive Officer Charles Nader will have majority
voting control of the
company. Please revise your cover page disclosure to discuss the
dual class nature of
your capital structure and to quantify the voting control that Mr.
Nader will have
following completion of the offering. In addition, revise your risk factor
disclosure to address
the risks associated with a dual class capital structure and
management's voting
control of the company.
Use of Proceeds, page 12
2. Please disclose whether
or not the proceeds from this offering will be used to compensate
the company's officers
or directors. Refer to Instruction 2 to Item 6 of Form 1-A.
Charles Nader
FirstName
DOC.COMLastNameCharles Nader
INC.
Comapany 2,
November NameDOC.COM
2023 INC.
November
Page 2 2, 2023 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
14
3. Please revise this section to provide more detailed disclosure
regarding your financial
condition and results of operations, and provide all of the
disclosures required by Item 9
of Form 1-A.
Business, page 18
4. Please revise the description of your business to address the
following:
Please disclose your current stage of business development. For
example, disclose
whether you have developed the app through which customers will
speak with
healthcare professionals. Disclose whether you have signed any
agreements for the
employment of doctors for your app.
To the extent material, please disclose here and in your risk
factors risks pertaining to
cybersecurity.
Please describe how you will structure the service fee for
appointments that run
longer than 15 minutes. For example, disclose whether you will
charge customers per
minute or at a flat rate.
Please disclose who your "pharmacy partner" is. If you do not yet
have a pharmacy
partner, please revise your disclosure to clarify that, and
disclose where you are in the
process of finding one. Please also disclose how you anticipate
obtaining special
prices from your pharmacy partner(s).
Please describe the relationship between you and the physicians,
psychologists, and
veterinarians on your app. Disclose how you will compensate them
for their services,
and how you anticipate offering free 15 minute consultations will
affect the
profitability of the arrangement.
Please discuss your planned revenue stream of selling
over-the-counter products in
more detail. For example, describe whether you intend to purchase
such products in
bulk, and where you intend to store such products. Describe the
advantages to
customers in purchasing such products from you, versus from a
traditional retail
pharmacy.
Principal Shareholders, page 21
5. Please revise your beneficial ownership table to include Class B
common stock, as it
appears to be a voting stock. Refer to Item 12 of Form 1-A.
Notes to the Financial Statements
Note 5 - Shareholders' Equity, page 37
6. Please update your disclosure that, "as of December 31, 2022, no Class
B Common shares
have been issued" to reflect that you have 15,000,000 shares of Class
B common stock
outstanding as of the date of the offering circular.
Charles Nader
DOC.COM INC.
November 2, 2023
Page 3
General
7. Please provide a currently dated consent from your independent public
accounting firm.
8. Please revise to include the disclosure required by Item 13 of Form 1-A,
or tell us why it
is not required.
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.
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. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
Please contact Lauren Pierce at 202-551-3887 or Matthew Derby at
202-551-3334 with
any other questions.
Sincerely,
FirstName LastNameCharles Nader
Division of
Corporation Finance
Comapany NameDOC.COM INC.
Office of
Technology
November 2, 2023 Page 3
cc: Andy Altahawi
FirstName LastName