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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

    Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended June 30, 2019

 

-OR-

 

   Transition Report Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934 for the transaction period from _________ to________

 

Commission File # 000-27251

 

24/7 Kid Doc, Inc.

 (Exact name of registrant as specified in its charter)

 

 

 

 

Florida

 

59-3564984

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification #)

 

 

 

 

8269 Burgos Ct., Orlando, FL

 

32836

(Address of principal executive offices)

 

(Zip Code)

 

(828) 244-5980

 

 

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  [ ]   No [x ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes [ ]     No [x ]

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a Non-accelerated Filer, or a small reporting company as defined by Rule 12b-2 of the Exchange Act):

 

 

 

 

Large accelerated filer        [  ]

 

Non-accelerated Filer             [  ]

Accelerated filer                 [  ]

 

Smaller reporting company   

 

 

Emerging growth company   

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes-        No [X]

 

The number of outstanding shares of the registrant's common stock as of August 13, 2019:   Common Stock –50,964,655


1


24/7 KID DOC, INC.

FORM 10-Q

For the quarterly period ended June 30, 2019

INDEX

 

 

PART I – FINANCIAL INFORMATION

 

 

 

 

 

 

Page

Item 1.  Financial Statements (Unaudited)

 

3

Item 2.  Management's Discussion and Analysis of

  Financial Condition and Results of Operations

 

9

Item 3.  Quantitative and Qualitative Disclosures

  About Market Risk

 

10

Item 4.  Controls and Procedures

 

10

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

Item 1.  Legal Proceedings

 

12

Item 1A.  Risk Factors

 

12

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

 

12

Item 3.  Defaults upon Senior Securities

 

12

Item 4.  Mine Safety Disclosures

 

12

Item 5.  Other Information

 

12

Item 6.  Exhibits

 

12

 

 

 

 

SIGNATURES

 

13


2


 

24/7 Kid Doc, Inc.

 

Balance Sheets

 

 

June 30,

2019

 

December 31,

2018

                                                                                                         

    (Unaudited)    

 

                           

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 Cash and cash equivalents

$49,658  

 

$76,286  

 Cash in attorney trust accounts

-  

 

11,834  

 

 

 

 

   Total current assets

49,658  

 

88,120  

 

 

 

 

Property and equipment, at cost, net

759  

 

902  

   Total Assets

$50,417  

 

$89,022  

 

 

 

 

        LIABILITIES AND STOCKHOLDERS’ EQUITY

        (DEFICIT)

 

 

 

Current liabilities:

 

 

 

 Accrued expenses

$8,000  

 

$17,500  

 Advance from shareholder

19,443  

 

-  

 Notes payable

255,833  

 

117,199  

     Total current liabilities

283,276  

 

134,699  

 

 

 

 

 

 

 

 

Stockholders' equity (deficit):

 

 

 

Preferred stock, $0.0001 par value, 5,000,000 shares

   authorized, 1,000,000 and 1,000,000 issued and outstanding

100  

 

100  

Common stock, $0.0001 par value, 200,000,000 shares

   authorized, 51,810,502 and 51,810,502 issued and

   50,964,655 and 50,392,855 shares outstanding

5,181  

 

5,181  

Additional paid-in capital

8,451,308  

 

8,451,308  

Treasury stock, 1,417,647 and 795,347 shares, at cost

(60,395) 

 

(40,773) 

Accumulated (deficit)

(8,629,053) 

 

(8,461,493) 

   Total Stockholders’ deficit

(232,859) 

 

(45,677) 

   Total Liabilities and Stockholders’ deficit

$50,417  

 

$89,022  

 

 

See accompanying notes to financial statements


3


 

24/7 Kid Doc, Inc.

 

Statements of Operations

For the Three Months and Six Months Ended June 30, 2019 and 2018

(Unaudited)

 

 

 

Three Months

 

Six Months

 

2019

 

2018

 

2019

 

2018

                                                                       

                         

 

                         

 

                         

 

                         

Sales

$-  

 

$-  

 

$-  

 

$-  

Cost of sales and services

-  

 

-  

 

-  

 

-  

Gross profit

-  

 

-  

 

-  

 

-  

 

 

 

 

 

 

 

 

General and administrative expenses

81,575  

 

7,694  

 

153,934  

 

13,259  

 

 

 

 

 

 

 

 

Income (loss) from operations   

(81,575) 

 

(7,694) 

 

(153,934) 

 

(13,259) 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

Other income

-  

 

-  

 

-  

 

1,404  

Interest expense

(7,212) 

 

(374) 

 

(13,626) 

 

(748) 

Total other income (expense), net

(7,212) 

 

(374) 

 

(13,626) 

 

656  

 

 

 

 

 

 

 

 

                               Net income (loss)

$(88,787) 

 

$(8,068) 

 

$(167,560) 

 

$(12,603) 

 

 

 

 

 

 

 

 

Per share information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted income (loss) per share

$(0.00) 

 

$(0.00) 

 

$(0.00) 

 

$(0.00) 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

  Preferred

1,000,000  

 

-  

 

1,000,000  

 

-  

  Common

50,455,513  

 

50,810,502  

 

50,668,979  

 

50,810,502  

 

 

See accompanying notes to financial statements


4


 

24/7 Kid Doc, Inc.

 

Statement of Stockholders’ Equity (Deficit)

For the Six Months Ended June 30, 2019 and 2018

 

 

Preferred

Shares

Common

Shares

Preferred

Stock

Amount

Common

Stock

Amount

Additional

Paid-in

Capital

Treasury

Shares

Stock

Amount

Accumulated

(Deficit)

Total

                                                                                   

                          

                          

                          

                          

                          

                          

                          

                          

                          

Balance December 31, 2017

-   

51,810,502   

-   

5,181   

8,332,805   

671,650   

$ (39,009)  

$ (8,400,130)  

$ (101,253)  

Subscribed stock

 

 

 

 

5,000   

 

 

 

5,000   

Net loss for the six months ended June 30, 2018

-   

-   

-   

-   

-   

-   

-   

(12,603)  

(12,603)  

Balance June 30, 2018

-   

51,810,502   

-   

5,181   

8,337,805   

671,650   

(39,009)  

(8,412,733)  

(108,656)  

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2018

1,000,000   

51,810,502   

100   

5,181   

8,451,308   

795,347   

$ (40,773)  

$ (8,461,493)  

$ (45,677)  

Treasury stock purchased

 

 

 

 

 

622,300   

(19,622)  

 

(19,622)  

Net loss for the six months ended June 30, 2019

-   

-   

-   

-   

-   

-   

-   

(167,560)  

(167,560)  

Balance June 30, 2019

1,000,000   

51,810,502   

100   

5,181   

8,451,308   

1,417,647   

(60,395)  

(8,629,053)  

(232,859)  

 

 

See accompanying notes to unaudited financial statements.


5


 

24/7 Kid Doc, Inc.

 

Statements of Cash Flows

For the Six Months Ended June 30, 2019 and 2018

(Unaudited)

 

 

2019

 

2018

                                                                             

                         

 

                         

Cash flows from operating activities

 

 

 

Net income (loss)

$(167,560) 

 

$(12,604) 

Adjustments to reconcile net loss to net cash used in

operating activities:

 

 

 

   Depreciation

143  

 

144  

   Interest added to shareholder loans

-  

 

748  

   Interest added to notes payable

13,626  

 

-  

 Change in assets and liabilities:

 

 

 

   Decrease in cash in attorney’s trust account

11,834  

 

-  

   Decrease in accounts payable and accrued expenses

(9,500) 

 

-  

     Total adjustments

16,103  

 

892  

Net cash (used in) operating activities

$(151,457) 

 

$(11,712) 

 

 

 

 

Cash provided by financing activities:

 

 

 

  Proceeds from notes payable

125,008  

 

-  

  Proceeds from shareholder advance

19,443  

 

-  

  Proceeds from subscribed shares

-  

 

5,000  

 

 

 

 

  Purchase of treasury stock

(19,622) 

 

-  

  

124,829  

 

5,000  

 

 

 

 

Increase (decrease) in cash and cash equivalents

(26,628) 

 

(6,712) 

 

 

 

 

Cash and cash equivalents, beginning of period

76,286  

 

10,139  

 

 

 

 

Cash and cash equivalents, end of period

$49,658  

 

$3,427  

 

 

 

 

Supplemental cash flow information:

 

 

 

Cash paid for interest

$-  

 

$-  

Cash paid for income taxes

$-  

 

$-  

 

 

See accompanying notes to unaudited financial statements.


6


24/7 KID DOC, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2019

(UNAUDITED)

 

(1)Basis of Presentation and Going Concern 

 

The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and Rule 8.03 of Regulation SX.   As such, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including normal, recurring adjustments) considered necessary for a fair presentation have been included.

 

The business plan is to create a company that will deliver pediatric services to children and adults 24 hours a day, 7 days a week here in the United States.  In addition, we will be looking to provide these same services via the Internet to people throughout the world, especially in places where it is difficult to have available pediatric doctors or the standard of care is a concern.  While we do not anticipate having significant cash outlays until we implement our business plan, there can be no assurance that such model will result in profitable operations, and/or that we will be able to obtain the debt or equity financing necessary to pay our expenses.  Either of these factors could result in us having difficulty continuing as a going concern.    The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities should we be unable to continue as a going concern.  

 

The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.  For further information, refer to the financial statements of the Company as of and for the years ended December 31, 2018 and 2017, including notes, filed with the Company’s Form 10-12G.

 

(2)Recent Accounting Pronouncements 

 

The Financial Accounting Standards Board issued a new accounting standard on accounting for leases which went into effect at the end of 2018.  We have not entered into any lease arrangements and therefore this new accounting standard has no effect on our financial statements.

 

There are no other new accounting pronouncements for which adoption is expected to have a material effect on our financial statements in future accounting periods.


7


 

(3)Basic and Diluted Income (Loss) Per Share 

 

The Company calculates basic and diluted income (loss) per share as required by the FASB Accounting Standards Codification. Basic income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods when we report a net loss, anti-dilutive common stock equivalents are not considered in the computation.  We did not have any dilutive common stock equivalents during any of the six-month periods ended June 30, 2019 and 2018.


8


 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Trends and Uncertainties.  There are no other known trends, events or uncertainties that have, or are reasonably likely to have, a material impact on our short term or long-term liquidity.  Sources of liquidity will come from sales of our services.  There are no material commitments for capital expenditure currently.  There are no trends, events or uncertainties that have had or are reasonably expected to have a material impact on the net sales or revenues or income from continuing operations There are no other known causes for any material changes from period to period in one or more-line items of our financial statements.

Our common stock is traded on the OTC QB market under the trading symbol TVMD.

 

Capital Resources and Source of Liquidity.  

 

For the six months ended June 30, 2019, we had a net loss of $167,560.  We had the following adjustments to reconcile net loss to net cash used in operating activities: we recorded depreciation adjustments of $143 and had interest added to notes payable of $13,626.  We had a decrease in cash in attorney’s trust account of $11,834 and a decrease in accounts payable and accrued expenses of $9,500.  We had net cash used in operating activities of $151,457 for the six months ended June 30, 2019.

 

For the six months ended June 30, 2018, we had a net loss of $12,604.  We had the following adjustments to reconcile net loss to net cash used in operating activities: we recorded depreciation adjustments of $144 and had interest added to shareholder loans of $748.  As a result, we had net cash used in operating activities of $11,712 for the six months ended June 30, 2018.

 

For the six months ended June 30, 2019, we received $125,008 as proceeds from notes payable.  We received $19,443 as proceeds from a shareholder advance.  We spent $19,622 for the purchase of treasury stock.  As a result, we had net cash provided by financing activities of $124,829 for the six months ended June 30, 2019.  For the six months ended June 30, 2018, we received $5,000 from a subscription to purchase common shares.

 

We did not pursue any investing activities for the six months ended June 30, 2019 and 2018.

 

While we believe that our cash on hand will be sufficient to conduct operations through December 31, 2019, we recognize that our ability to continue as a going concern is dependent on our ability to generate profitable operations and no assurance can be given that we will be able to accomplish such endeavor.   

 

Results of Operations – Three Months Ended June 30, 2019 and 2018

 

For the three months ended June 30, 2019, we did not record any revenues.  We spent $81,575 on general and administrative expenses.  We had interest expenses of $7,212.  As a result, we had a net loss of $88,787 for the three months ended June 30, 2019.


9


For the three months ended June 30, 2018, we did not record any revenues.  We spent 7,694 on general and administrative expenses.  We spent $374 on interest expenses.  As a result, we had a net loss of $8,068 for the three months ended June 30, 2018.

 

The $80,719, or 908.7% increase in net loss for the three months ended June 30 2019 compared to the three months ended June 30, 2018 is primarily due to the increase in general and administrative expenses during the three months ended June 30, 2019.  Our expenses during this period were primarily expenses involved in general operating expenses and expenses involved in developing the Telemedicine business.

 

Results of Operations – Six Months Ended June 30, 2019 and 2018

 

For the six months ended June 30, 2019, we did not record any revenues.  We spent $153,934 on general and administrative expenses.  We had interest expenses of $13,626.  As a result, we had a net loss of $167,560 for the six months ended June 30, 2019.

 

For the six months ended June 30, 2018, we did not record any revenues.  We spent $13,259 on general and administrative expenses.  We had other income of $1,404 and spent $748 on interest expenses.  As a result, we had a net loss of $12,603 for the six months ended June 30, 2018.

 

The $154,957 or 752.1% increase in net loss for the six months ended June 30, 2019 compared to the three months ended June 30, 2018 is primarily due to the increase in general and administrative expenses during the six months ended June 30, 2019.  Our expenses during this period were primarily expenses involved in general operating expenses and expenses involved in developing the Telemedicine business.

 

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 

 

Not applicable for smaller reporting companies.

 

 

Item 4.  Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer who is also our Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Chief Executive Officer who is also our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange


10


Act of 1934 ("Exchange Act"). Based upon that evaluation, our Chief Executive Officer who is also our Chief Financial Officer has concluded that our disclosure controls and procedures were not effective as of June 30, 2019, based on the following deficiencies:

 

Weaknesses in Accounting and Finance Personnel: We have a small accounting staff and we do not have the robust employee resources and expertise needed to meet complex and intricate GAAP and SEC reporting requirements of a U.S. public company. Additionally, numerous adjustments and proposed adjustments have been noted by our auditors. This is deemed by management to be a material weakness in preparing financial statements.

 

We do not have written control procedures, and do not have sufficient staff to implement the related controls. Management had determined that this lack of written control procedures and the lack of the implantation of segregation of duties, represents a material weakness in our internal controls.

 

Internal control has as its core a basic tenant of segregation of duties. Due to our limited size and economic constraints, the Company is not able to segregate for control purposes various asset control and recording duties and functions to different employees. This lack of segregation of duties had been evaluated by management and has been deemed to be a material control deficiency.

 

We will work to correct these deficiencies once we have revenues sufficient enough to hire new personnel.

 

Changes in Internal Control over Financial Reporting

 

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

 

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.


11


PART II - OTHER INFORMATION

 

Item 1.   Legal Proceedings

None

 

Item 1A.  Risk Factors  

Not applicable for smaller reporting companies

 

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

None

 

Item 3.   Defaults Upon Senior Securities.

None

 

Item 4.   Mine Safety Disclosures

Not Applicable

 

Item 5.   Other Information

None 

 

Item 6.   Exhibits

 

Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.SCH**   XBRL Taxonomy Extension Schema Document

101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**   XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**   XBRL Taxonomy Extension Label Linkbase Document

101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

*  Filed herewith

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.


12


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: August 13, 2019

 

24/7 KID DOC, INC.

 

By:/s/Timothy B. Shannon 

Timothy B. Shannon

Chief Executive Officer

Chief Financial Officer


13