May 29, 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. 2 to Form 10-12G
Filed May 10, 2019
Form 8-K filed May 13, 2019
Form 10-Q filed May 14, 2019
File No. 000-27251
Dear Mr. Shannon:
We have reviewed your filings 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.
Form 8-K filed May 13, 2019
General
1. We note your disclosure that, on May 10, 2019, you entered into a binding
letter of intent
with Hunan Liyuan Health Development Co., Ltd., pursuant to which you
have agreed to
enter into a cooperation and investment agreement. Please tell us why you
reported the
execution of the letter of intent under Item 8.01 rather than Item 1.01
of Form 8-K. In this
regard, we note that the agreement appears to provide for obligations and
rights material
to and enforceable by you against Hunan Liyuan. If you determine that the
LOI is a
material definitive agreement as defined by Item 1.01 of Form 8-K, please
amend your
Form 8-K to file the agreement as an exhibit.
2. Based on your description of the cooperation and investment agreement, it
appears that
Tim Shannon
FirstName LastNameTim Shannon
24/7 Kid Doc, Inc.
Comapany Name24/7 Kid Doc, Inc.
May 29, 2019
May 29, 2019 Page 2
Page 2
FirstName LastName
you will issue shares of your convertible preferred stock in exchange
for equity ownership
of Hunan Liyuan. Please tell us how many shares of your convertible
preferred stock you
will issue to Hunan Liyuan. Also, tell us the number of shares of your
common stock into
which this preferred stock will convert. Finally, please tell us
whether this transaction is
expected to give Hunan Liyuan majority ownership of your company or
whether it is
expected to give you majority ownership of Hunan Liyuan.
Form 10-Q for the Quarter Ended March 31, 2019, filed May 14, 2019
Part I - Financial Information
Item 1. Financial Statements
Statement of Stockholders' Equity (Deficit), page 5
3. Please revise your Form 10-Q to comply with Rule 8-03(a)(5) of
Regulation S-X. In
doing so, you should provide a statement of stockholders' equity
(deficit) for each of the
current and prior year comparative year-to-date periods.
Item 4. Controls and Procedures, page 10
4. Please revise to provide all of the disclosures required by Item 307
of Regulation S-K.
Specifically, you should not only disclose that your principal
executive and financial
officers conducted an evaluation of the effectiveness of your
disclosure controls and
procedures as of the end of the period covered by this report, you
should also clearly
disclose their conclusion as to whether your disclosure controls and
procedures were
effective or ineffective as of that date. Please note that this
disclosure requirement is
separate and distinct from the disclosure requirement of Item 308(c)
of Regulation S-K.
5. Our comment letter dated April 23, 2019 regarding your Form 10 noted
certain required
disclosures that were missing from your financial statements, and you
amended your Form
10 in response to our comments to add those disclosures. Our comments
above regarding
the disclosures required by Rule 8-03 of Regulation S-X and Item 307
of Regulation S-K
identify certain required disclosures that are missing from this Form
10-Q. Additionally,
the description of the material weakness you identified indicates the
material weakness
relates in part to understanding the disclosure requirements for
certain non-routine
transactions. We assume from these factors that your disclosure
controls and procedures
were not effective as of March 31, 2019. However, if you believe that
your disclosure
controls and procedures were effective as of March 31, 2019, please
explain to us in detail
how you reached this conclusion in light of the fact that your filings
have not contained all
required disclosures.
6. We note you disclose the existence of a material weakness as of March
31, 2019. Please
disclose whether your management or your auditor identified the
material weakness along
with the date or quarterly period when the material weakness was
discovered, and what
steps you have taken or plan to take to mitigate the material
weakness.
Tim Shannon
24/7 Kid Doc, Inc.
May 29, 2019
Page 3
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
May 29, 2019 Page 3
cc: Jody Walker
FirstName LastName