As filed with the Securities and Exchange Commission on November 5, 1999
Registration No. 333-80475
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
AMENDMENT NO. 6
TO
FORM SB-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------
DOCTORSURF.COM, INC.
(Exact name of registrant as specified in its charter)
Florida 7375 59-3569844
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
6925 112th Circle North, Suite 101
Largo, Florida 33773
(727) 441-8663
(Address, including zip code, and telephone number
including area code, of registrant's principal executive offices)
------------------------------
Dr. Rakesh K. Sharma
6925 112th Circle North, Suite 101
Largo, Florida 33773
(727) 441-8663
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------
Copies to:
Martin A. Traber
Marina A. Choundas
Steven W. Vazquez
Foley & Lardner
100 N. Tampa Street, Suite 2700
Tampa, Florida 33602
(813) 229-2300
Facsimile: (813) 221-4210
------------------------------
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this registration statement.
------------------------------
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. |X|
- --------------------------------------------------------------------------------
The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.
- --------------------------------------------------------------------------------
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. WE MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION DATED ________________, 1999
25,000,000 shares
DOCTORSURF.COM, INC.
common stock
DoctorSurf is offering 25,000,000 shares of common stock. We will not
receive any proceeds from this offering. We are distributing the shares at no
cost to doctors who become members on DoctorSurf's web site in exchange for
their providing us with biographical and other personal information. Each doctor
who subscribes in this offering will receive 100 shares of common stock. This
offering is not being underwritten.
The common stock is not listed on any national securities exchange or
the Nasdaq Stock Market, and no public market currently exists for it.
This investment involves risks. See "Risk Factors" beginning on page 2.
Price to public Proceeds to DoctorSurf
Per share....................... $0.00 $0.00
Total........................... $0.00 $0.00
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined that
this prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
Prospectus dated _______________, 1999
<PAGE>
TABLE OF CONTENTS
Page
PROSPECTUS SUMMARY ..........................................................1
RISK FACTORS ................................................................2
RECENT DEVELOPMENTS .........................................................4
USE OF PROCEEDS .............................................................5
DIVIDEND POLICY .............................................................5
CAPITALIZATION ..............................................................5
MANAGEMENT'S PLAN OF OPERATION ..............................................7
BUSINESS ...................................................................11
MANAGEMENT .................................................................18
PRINCIPAL SHAREHOLDERS .....................................................21
RELATIONSHIPS AND RELATED TRANSACTIONS .....................................23
DESCRIPTION OF SECURITIES ..................................................24
PLAN OF DISTRIBUTION .......................................................26
SHARES AVAILABLE FOR FUTURE SALE ...........................................27
EXPERTS ....................................................................27
LEGAL MATTERS ..............................................................28
HOW TO GET MORE INFORMATION ................................................28
FINANCIAL STATEMENTS.......................................................F-1
<PAGE>
PROSPECTUS SUMMARY
DoctorSurf
We are a new company formed to launch a unique medical web site that is
designed by doctors for doctors. We are designing our web site to be a complete
Internet medical resource for doctors which will deliver scientific information,
educational programming, and a variety of professional and consumer services.
Our services will be targeted to doctors who have an interest in communicating
with their colleagues and obtaining up-to-date information relevant to their
practices. We use the term "doctors" to mean physicians and dentists. We plan
to complete all phases of our web site by the first quarter of 2000.
Our executive offices are located at 6925 112th Circle North, Suite
101, Largo, Florida 33773. Our telephone number is (727) 546-6473. Our web site
address is DoctorSurf.com. Information contained in our web site is not part of
this prospectus.
The offering
common stock offered.............................. 25,000,000 shares. We are
distributing 100 shares at no
cost to each doctor who
becomes a member of our web
site.
common stock outstanding before offering.......... 25,750,000 shares
common stock outstanding after offering,
assuming all offered shares are sold............ 50,750,000 shares
1
<PAGE>
RISK FACTORS
An investment in the common stock involves certain risks. Before
investing in the shares, you should carefully consider the risks described below
and the other information included in this prospectus. If any of these risks
actually occur, our business and financial condition could be harmed and we
could possibly cease operations.
Because we have no operating history, we may not be able to successfully manage
our business or achieve profitability
We were formed in April 1999, and we have not yet generated any
revenue. We have devoted all of our efforts to organizing activities and
building our web site. Accordingly, we have no operating history on which you
can evaluate us and our prospects. We may not be able to successfully manage our
business to achieve or maintain profitability, and our prospects are subject to
the risks, expenses and uncertainties frequently encountered by companies in the
early stages of development in new and evolving markets for online services.
We will not receive any proceeds from this offering, and we may be unable to
raise additional capital in the future
We will not receive proceeds from this offering. Moreover, we currently
have no revenue and do not expect to have any revenue until our web site is
completed. We anticipate needing to raise additional funds through a private or
public offering of our securities to fully implement our marketing plans for our
web site and to hire additional personnel. We cannot be certain that additional
financing will be available on terms favorable to us, or at all. If adequate
funds are not available or are not available on acceptable terms, our ability to
fully implement our marketing plans, hire a sufficient number of personnel,
develop our brand, take advantage of unanticipated opportunities, and otherwise
respond to competitive pressures will be significantly limited.
Because our recent private placement may have violated the federal securities
laws, investors in that offering have the right to receive a refund of the
purchase price
We recently sold to a limited number of investors 750,000 shares of our
common stock at a price of $1 per share in a private placement that was not
registered under the federal securities laws. Because our private placement and
this offering may be treated as a single offering for federal securities law
purposes, the exemption from registration that we relied on for our private
placement may no longer be available. As a result, the private placement may
have violated federal securities laws. Because of that possibility, we have
offered to each investor in the private placement the right to resell their
shares to us and receive a refund of the price paid by them.
The resale right expires on August 25, 2000.
To date, no investor has accepted our offer to resell their shares to
us and receive a refund of their purchase price. However, if all investors in
the private placement investors accept our offer, we would be required to pay to
them $750,000. If this occurs, we cannot be certain that we will have sufficient
funds to repurchase the shares that we sold in the private
2
<PAGE>
placement. In addition, we may be subject to liability and fines or penalties
under the federal securities laws because the federal securities laws do not
expressly provide that liability is avoided because an offer is made to
repurchase shares sold in violation of those laws.
We anticipate future losses and might not become profitable
We anticipate that we will incur losses for the foreseeable future. We
will incur expenses in completing our web site and establishing our brand name.
We intend to enter into arrangements with strategic partners that will provide
service or content for our web site. These arrangements will require us to pay
royalties, license fees and other forms of payment. We cannot be certain that we
can achieve sufficient revenues in relation to our expenses to become
profitable. If we do become profitable, we cannot be certain that we can
maintain or increase our profitability.
If we do not attract enough members, our advertising revenue will be
insufficient and we may have to cease operations
We expect to derive a portion of our revenues from advertising on our
web site. If we cannot attract a large member base, we will not be able to
generate sufficient advertising revenue. In addition, because the Internet
advertising market is new and rapidly evolving, we cannot predict its
effectiveness as compared to traditional media advertising. As a result, demand
and market acceptance for Internet advertising is uncertain. We cannot be
certain that the market for Internet advertising will continue to emerge or
become sustainable. If the market for Internet advertising fails to develop or
develops more slowly than we expect, then our ability to generate advertising
revenue may be materially adversely affected and we may have to cease
operations.
We may not be able to continue as a going concern because we have suffered
losses from operations and have a large potential liability associated with our
private placement
We may be unable to operate as a going concern. Our independent
accountants have included an explanatory paragraph in their report on our
financial statements stating that our financial statements have been prepared
assuming that we will continue as a going concern. We have suffered losses
from operations since our inception and have a potential liability of $750,000
associated with our private placement, which cause substantial doubt as to our
ability to continue as a going concern.
Our success depends on the services of Dr. Sharma and Mr. Taneja
Dr. Rakesh K. Sharma and Jugal K. Taneja originated the plan for
DoctorSurf, and we continue to be dependent on their efforts to complete the
development of the web site and to find advertisers and strategic partners.
Thus, the loss of the services of either Dr. Sharma or Mr. Taneja would delay
the establishment of our business. We do not have key man life insurance
covering the lives of Dr. Sharma or Mr. Taneja.
3
<PAGE>
Because we have limited resources, we may not be able to adapt to increased
usage of the Internet or new technological developments
The market for Internet products and services is characterized by rapid
technological developments, evolving industry standards, and frequent new
products and enhancements. If faster Internet access becomes more widely
available through cable modems or other technologies, we may be required to make
significant changes to the design and content of our web site to compete
effectively. We cannot be certain that we will have the resources to make these
changes.
Also, as the number of web pages and users increase, we will need to
modify the Internet infrastructure and our web site to accommodate increased
traffic on the web site that we maintain. If we cannot modify our computer
systems, we may experience system disruptions and slower response times.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements based on our
current expectations about our company and our industry. The terms "believe",
"intend", "plan", "may", "will", "expect", "should", "could", "estimate",
"anticipate", "possible", and similar terms identify forward-looking statements.
These forward-looking statements involve risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of the factors described in the "Risk Factors" section
and elsewhere in this prospectus.
RECENT DEVELOPMENTS
In August 1999, DoctorSurf completed the sale of 750,000 shares of its
common stock at a price of $1 per share. The shares were sold to a limited
number of investors in a private placement that was not registered under the
federal securities laws. For federal securities law purposes, however, the
private placement and this offering may be considered a single offering. If
considered a single offering, the exemption from registration that we relied on
in making the private placement would not be available and the private placement
would not be exempt from registration under the federal securities laws. As a
result, the private placement may have violated federal securities laws. Because
of that possibility, DoctorSurf has offered to each investor in the private
placement the right to resell their shares to DoctorSurf and receive a refund of
the price paid by them of $1 per share.
The private placement investors' right to sell their shares to
DoctorSurf began on August 25, 1999 and will expire on August 25, 2000. To date,
no investor has accepted DoctorSurf's offer to resell their shares and receive a
refund of the purchase price. If all purchasers in the private placement
investors accept our offer, DoctorSurf would be required to pay an aggregate of
$750,000. If this occurs, DoctorSurf cannot be certain that it will have
sufficient funds to repurchase the shares that were sold in the private
placement.
In addition, DoctorSurf may be subject to liability, fines or penalties
under the federal securities laws, which do not expressly provide that liability
is avoided because an offer is
4
<PAGE>
made to repurchase shares sold in violation of those laws. Thus, even if
DoctorSurf's offer is rejected by the investors in the private placement,
DoctorSurf may continue to have a contingent liability of $750,000 until August
25, 2000.
The $750,000 that DoctorSurf raised in the private placement will not
be included as shareholders' equity on its balance sheet until August 25, 2000
or, if earlier, when the purchasers in the private placement reject the offer to
resell their shares to DoctorSurf. In addition, to the extent that purchasers in
the private placement accept DoctorSurf's offer to repurchase the shares,
DoctorSurf's capitalization will be reduced.
USE OF PROCEEDS
We will not receive any proceeds from this offering. We are issuing 100
shares at no cost to each doctor who becomes a member on DoctorSurf's web site
in exchange for providing DoctorSurf with biographical and other personal
information.
DIVIDEND POLICY
We have never declared or paid dividends on our common stock and we do
not anticipate paying any cash dividends in the foreseeable future. We intend to
reinvest earnings, if any, in the development or expansion of our business. Our
board of directors will determine, in its sole discretion, whether to declare
any dividends on our common stock in the future after taking into account
various factors, including DoctorSurf's financial condition, operating results,
current and anticipated cash needs and plans for expansion.
CAPITALIZATION
The following table sets forth, at June 30, 1999:
- the actual capitalization of DoctorSurf;
- the pro forma capitalization of DoctorSurf reflecting (a) completion of
the private placement of 750,000 shares of common stock which have a
one-year put right at $1 per share and (b) DoctorSurf's receipt of the
subscription receivable; and
- DoctorSurf's capitalization as adjusted to give effect to the sale by
DoctorSurf of the 25,000,000 shares, at the offering price of $0.00 per
share.
This table should be read in conjunction with the consolidated
financial statements of DoctorSurf and related notes included elsewhere in this
prospectus.
5
<PAGE>
<TABLE>
<CAPTION>
June 30, 1999
---------------------------------------------
Actual Pro Forma As Adjusted
<S> <C> <C> <C>
Current portion of long term debt.................. $ 0 $ 0 $ 0
Long term debt and other
obligations, net of current
portion........................................... 0 0 0
Common stock subject to
rescission offer; 320,000
shares issued and outstanding
as of June 30, 1999, and
750,000 shares issued and
outstanding as of
completion of offering............................ 320,000 750,000 750,000
Subscription receivable............................ (50,000) (50,000) (50,000)
Stockholders' equity
Common stock, $ 0.01 value,
95,000,000 shares authorized;
25,000,000 shares issued
and outstanding actual and
pro forma; 50,000,000 shares
issued and outstanding as adjusted................
250,000 250,000 500,000
Deficit accumulated during development stage....... (50,294) (50,294) (300,294)
-------- -------- ---------
Total stockholders' equity......................... 199,706 199,706 199,706
Total capitalization............................... 469,706 899,706 899,706
========= ========= =========
</TABLE>
DoctorSurf estimates the fair market value of the shares of common
stock offered in this offering to be $1 per share, and the shares will be
charged to operations as promotions cost at the time of their issuance.
6
<PAGE>
MANAGEMENT'S PLAN OF OPERATION
Overview
DoctorSurf is a development stage company that plans to develop a web
site for doctors that is dedicated to doctor education, communication and
information exchange. We were incorporated in April 1999 and have not begun to
offer services. Since our incorporation, we primarily have focused on organizing
activities and the development of our web site. Accordingly, we have not
generated any revenue. DoctorSurf plans to derive revenue primarily from the
following sources:
- advertising revenue from businesses that are interested in using
the DoctorSurf web site to advertise their services and products;
- fees paid by companies to post advertisements on our web site for
members to participate in online surveys;
- fees paid by pharmaceutical research and drug manufacturing
companies to post advertisements on our web site for members to
participate in online clinical drug trials;
- fees paid by doctors participating in online surveys, clinical
drug trials, and continuing medical education courses through our
web site; and
- fees paid by attorneys to use our web site to obtain expert
witnesses.
DoctorSurf plans to build a subscriber base by offering the following
services to each doctor who logs onto the DoctorSurf.com web site and registers
as a member by providing personal information:
* Free e-mail- an e-mail account in the form of [email protected] upon
initial registration at the web site
* Discussion Forums - the ability to create and participate in web forums
that address a variety of medical issues, including new procedures and
insurance
* Interactive chats- the choice of participating in real-time or delayed
discussions on topics of their choice
* Practice Management - an online means to organize and manage patient
records, research diseases, and consult with legal advisers and
appointment, billing, and collection assistance and dictation services
* Recruiting - online recruitment and job placement services for doctors
* Integrated Bulletin boards - the opportunity to post comments on ongoing
discussions or on topics of interest, give feedback or propose a subject to
discuss
7
<PAGE>
* Live Video Conferencing - participation in live video conferences with
their favorite speakers
* Calendar & Personal Schedule - personal calendar and schedule to keep track
of important dates and events
* Live Medical Procedures - the unique and exciting opportunity to watch live
medical procedures through state of the art Internet technology
* Educational Credits - the ability to earn continuing medical education
credits, or CME, through online courses and listings of upcoming medical
meetings
* Medical Library - access to comprehensive physician reference databases,
journals and directories
* Medical News Hyperlinks - web links to relevant medical news sites
* Pearl of the Day - the DoctorSurf.com web site will provide fun and
informational daily pearls of wisdom on a variety of topics
* Online Purchases - an online store where doctors can purchase books and
medical supplies for their practices
* Medical Village - links to medical journals, medical schools, hospitals,
and health care organizations around the world.
* Surveys and Clinical Research Trials - the opportunity for doctors to
enroll in online surveys and clinical research trials
* Concierge - the availability of a concierge to assist doctors in making
consumer purchases
* Disease and Wellness Centers - pages containing information on disease
symptoms and treatments and on maintaining good health
* Men's, Women's and Children's Health Pages - pages containing gender-
specific health information and tips
* Doctor's Web Site - ability to create an individualized own web site
through DoctorSurf.com
* Personal Emergency Medical Card - an identification card issued through
DoctorSurf that contains personal health and doctor information in case of
emergency
Some of the services offered by DoctorSurf will have general
application to doctors, and some will be targeted to medical specialties.
Members of the web site do not have to accept DoctorSurf's offer of free shares
in order to benefit from the web site's features. DoctorSurf plans to promote
the web site to doctors through traditional marketing approaches, including
attending medical conventions and placing advertisements in publications aimed
at doctors. Therefore, even if there is minimal interest in this offering of
free shares through the web site, DoctorSurf expects to be able to attract
doctors to visit the web site and become members through alternative methods.
The key factor in attracting advertising revenue is the size of
DoctorSurf's subscriber base. DoctorSurf will not enter into any agreements or
negotiations with advertisers until members have subscribed to its web site.
When DoctorSurf begins to attract members, DoctorSurf plans to attract
advertisers to its web site by demonstrating to those businesses that
DoctorSurf's web site receives a high amount of traffic from doctors. However,
the advertising revenue generated by DoctorSurf will be directly related to the
number of
8
<PAGE>
members to DoctorSurf's web site. If DoctorSurf cannot attract a sufficient
number of members, DoctorSurf's advertising revenue will be insufficient, which
could cause DoctorSurf to cease operations.
DoctorSurf plans to promote its member base to pharmaceutical research
and drug manufacturing companies to attract companies to enroll doctors in
online surveys and clinical drug trials. Participating companies would pay a fee
to DoctorSurf to be able to post advertisements for the surveys and drug trials
on DoctorSurf's web site. Moreover, the companies would pay participating
members for volunteering for the surveys and drug trials. DoctorSurf would
receive a portion of that payment from members on DoctorSurf's web site in
exchange for their participation in the surveys and drug trials.
DoctorSurf will not enter into any agreements or negotiations with
companies to enroll doctors in online surveys and clinical drug trials until its
member base is of sufficient size. DoctorSurf believes that a member base of
10,000 doctors will be necessary to generate revenue from online surveys and
clinical drug trials. Once the member base is established, marketing expenses
will be the sole cost incurred by DoctorSurf to generate revenues from these
sources. As DoctorSurf does not administer the surveys or the drug trials,
DoctorSurf is not subject to federal or state governmental regulation with
respect to these services. DoctorSurf may not be able to generate sufficient
revenue unless its members agree to participate in online surveys and clinical
drug trials.
DoctorSurf plans to partner with universities, hospitals, professors
and doctors that are interested in providing online courses for continuing
medical education, or CME, and serve as the liaison between doctors that would
like to earn CME credits and those participating as CME providers. As DoctorSurf
would serve only as the medium by which doctors may obtain CME credits and would
not actually be the CME course provider, DoctorSurf would not have to be
licensed to provide CME courses through the web site.
DoctorSurf has entered into a technology agreement with Weblink
Communications, Inc. for consulting and technology services related to its web
site for a lump-sum fee of $14,450 plus a monthly maintenance fee of $359 for
co-hosting and maintaining the web site. Under the agreement, Weblink
Communications, Inc. has created a "coming soon" page and an e-mail solution for
the web site. DoctorSurf's chief technology officer and the other technology
personnel we plan to hire will work to develop and launch a customized,
interactive web site.
DoctorSurf's ongoing costs and expenses include the monthly fee charged
by Weblink Communications to host and update our web site and salaries to our
technology and administrative personnel. Future costs and expenses will include
sales and marketing expenses incurred to acquire additional subscribers on the
web site.
Liquidity and capital resources
DoctorSurf believes that it has sufficient capital to complete the
creation of its web site and fund operations for at least the next 12 months.
DoctorSurf does not believe, however,
9
<PAGE>
that it will have sufficient capital to fully develop and implement its
marketing plan for the web site.
As a result, DoctorSurf believes that without the additional funds it
would take a longer period of time to establish an awareness of the
DoctorSurf.com brand and attract a large member base of doctors. Therefore,
DoctorSurf anticipates needing to raise $10 to $20 million from a small number
of institutional investors through a future private placement of equity or
convertible debt securities within the next twelve months. DoctorSurf has no
specific plans relating to raising these funds and has had only preliminary
discussions with entities that might assist DoctorSurf in raising these funds.
There can be no assurance that DoctorSurf will be able to raise additional funds
in amounts or on terms acceptable to DoctorSurf, if at all. If all of the 25
million shares are not issued within 12 months, DoctorSurf will not terminate
this offering before raising additional funds.
DoctorSurf's financial statements have been prepared assuming that it
will continue as a going concern. DoctorSurf's losses from operations since its
inception and its $750,000 potential liability associated with its private
placement raise substantial doubt as to its ability to continue as a going
concern. To date, no investor in DoctorSurf's private placement has accepted
the offer to resell their shares and receive a refund of their purchase price.
However, if all of DoctorSurf's private placement investors in accept the offer
to resell their shares, DoctorSurf may have to obtain financing for the $750,000
to be refunded to the private placement investors. Even if no private place-
ment investor requests a refund of their purchase price, DoctorSurf will need to
raise additional capital to fund operations. There can be no assurance that
additional financing will be available on terms acceptable to DoctorSurf, if at
all.
If we raise additional funds by issuing equity securities or debt
securities that are convertible into equity securities, the percentage ownership
of our shareholders will be reduced and those securities may have rights and
preferences that are senior to the common stock.
The expected aggregate salary to employees is $50,000 per month.
Year 2000
Many existing computer programs use only two digits to identify a year.
These programs were developed without addressing the impact of the upcoming
change in the century. If not corrected, many computer software applications
could fail or create erroneous results by, at or beyond the year 2000. We use
software, computer technology and other services internally developed and
provided by third-party vendors that may fail because of the year 2000
phenomenon. We are also dependent on telecommunications vendors to maintain our
communications network.
Since our inception, we have internally developed substantially all of
the systems for the operation of our web site. Based upon our assessment to
date, we believe that our internally developed proprietary software is year 2000
compliant, but we cannot assure you that unanticipated year 2000 problems will
not occur.
10
<PAGE>
We also believe that our third-party supplied software and computer
technology is year 2000 compliant. All of our software and computer technology
supplied by third-party vendors was purchased recently. In connection with these
purchases, our vendors represented that each of the technology products was year
2000 compliant. Nonetheless, the failure of any software or systems upon which
we rely to be year 2000 compliant could have a material negative impact on the
operation of our web site.
To date, we have not incurred any costs in connection with the year
2000. Based upon our assessment of our software and computer technology, we do
not believe that we need to develop a year 2000 contingency plan. Moreover, the
portion of our web site that will depend on services provided by third parties
will not be operational until after January 1, 2000. That portion includes
access to live medical procedures, continuing medical education courses and
medical library and news material. Thus, we do not believe that we need a
contingency plan with respect to these services. However, the failure of any of
our third-party service providers to be year 2000 compliant could delay the
offering of certain services to our members.
The year 2000 readiness of the general system necessary to support our
operations is difficult to assess. For instance, we depend on the integrity and
stability of the Internet to provide our services. We also depend on the year
2000 compliance of the computer systems used by our members. Thus, the system
necessary to support our operations consists of a network of computers and
telecommunications systems located throughout the world and operated by numerous
unrelated entities and individuals, none of which has the ability to control or
manage the potential year 2000 issues that may impact the entire system. It is
not possible to predict potential negative impact of year 2000 issues of these
systems.
Our worst-case year 2000 scenario would involve a major disruption in
access to the Internet, a failure of our systems and a failure in the systems of
our third-party service providers. This would result in the interruption of the
use of our web site by our members and potential new members and would delay the
implementation of our strategy.
BUSINESS
General
DoctorSurf was incorporated in April 1999 to provide a premier Internet
web site for doctors that is dedicated to doctor education, communication and
information exchange using state of the art technology, security, doctor
authentication and a combination of Internet protocols. DoctorSurf plans to
complete all phases of its DoctorSurf.com web site by the first quarter of 2000.
Industry background
The Internet is a rapidly growing, exciting new means of communicating,
accessing information and engaging in commerce. Several factors have led to the
growth of the Internet, including the expanding use of personal computers in
many homes and businesses, easy and affordable accessibility to information,
technology developments permitting faster and user-
11
<PAGE>
friendly Internet connections, and increased awareness of the Internet among
consumer and business users.
Medical information is one of the fastest growing areas of interest on
the Internet. Cyber Dialogue, an independent research company, predicted in late
1998 that 30 million people are expected to use the Internet for health and
medical content in the next two years, according to a November 5, 1998 article
in New Media Age magazine. Doctors who would like to obtain up-to-date
information relevant to their practices and communicate with their colleagues
can make use of the Internet to satisfy their information and communication
needs. DoctorSurf will offer a web site that meets those needs by providing
doctors fast and simple access to a variety of communications and information
functions.
Also, we believe that healthcare and pharmaceutical companies will have
an increasing interest in using online advertising to reach target groups that
reflect appealing and compatible demographics. According to a December 10, 1998
article in New Media Age magazine, Jupiter Communications, an independent
research company, predicts that expenditures for online health and medical
advertising will exceed $265 million by 2002. Overall, Jupiter Communications
predicts that by 2002, North American companies will spend $7.7 billion
advertising online, according to a March 15, 1999 article in Fortune magazine.
Our services
The schedule for completing our web site and beginning to offer
services is as follows:
- DoctorSurf has purchased computers, configured its internal network,
and installed its high-speed Internet telecommunications line and
server.
- DoctorSurf's "coming soon" page and online application is available on
its web site.
- DoctorSurf has designed and programmed web site pages that contain a
brief description of the web site and a skeleton of all channels to
the web site.
- DoctorSurf has identified companies, universities, hospitals or
libraries that could provide resource material and content for the web
site, such as access to databases, medical procedures, and continuing
medical education courses.
- DoctorSurf plans to enter into negotiations and agreements with those
service and content partners that have been identified. In addition,
DoctorSurf plans to form a medical advisory board composed of
professors and deans of medical schools and doctors in various
specialities that will advise DoctorSurf about the web site's content.
To incorporate the content into the web
12
<PAGE>
site, DoctorSurf will need to identify and purchase existing software
that is able to deliver the content on the web site or that DoctorSurf
can configure to deliver the content on the web site.
- DoctorSurf will then need to test the software programs to ensure that
they implement the intended design for the web site before they are
actually deployed.
- By the end of the first quarter of 2000, DoctorSurf plans to have its
web site completed with its initial service offerings. DoctorSurf
anticipates that these service offerings will include free e-mail,
discussion forums, interactive chats, continuing medical education
courses, calendar and personal schedule features, medical library
access, and medical news hyperlinks. New features will be added as
they are developed.
DoctorSurf estimates that the costs to develop the web site up to this phase
will be $650,000.
The primary focus of DoctorSurf's business is to provide an education
and communication forum for physicians that have an interest in sharing ideas
and information, discussing clinical cases and the latest techniques with their
colleagues, and participating in continuing medical education courses to obtain
required educational credits easily and conveniently. Through various national
marketing efforts, including promoting the site at medical conventions and expos
and advertising in periodicals aimed at the doctor community, we will encourage
doctors to visit the DoctorSurf.com web site and to experience and enjoy all of
the benefits the web site has to offer.
To ensure a private community of doctors, DoctorSurf will require each
member to provide his or her name, credentials, medical license and/or Drug
Enforcement Agency, or DEA number. To become a member on the DoctorSurf web site
and receive shares in this offering, interested doctors must also provide their
telephone number and indicate their income level. The information provided by
the doctors will be secured on the web site through transfer encryption
technology and a firewall server. DoctorSurf may sell or rent the names on its
subscriber list with the prior consent of each member, although it does not
expect that the revenue from that activity will be substantial.
Upon registration at the web site, the doctor's medical license and/or
DEA number will be matched electronically against the American Medical
Association's web site or similar sites to qualify the doctor for membership.
Once inside the web site, doctors who are members may participate in a wide
range of available features, from viewing clinical techniques to updating their
personal and professional calendars. The doctors who are members may participate
fully in the web site even if they do not wish to receive free shares.
The web site will permit doctors to quickly access comprehensive
physician reference databases, journals, directories and medical news hyperlinks
to help them in their practices. Doctors who are members will also be able to
earn continuing medical education credits and share experiences and exchange
information in a private environment with other members through e-mail, real-
time discussions or message boards. Members will also have access to online
practice management tools and recruitment and job placement services. In
addition, the web site will offer doctors an online store where doctors can
purchase books and medical supplies for their practices, as well as an online
concierge to assist doctors in making personal consumer purchases.
13
<PAGE>
DoctorSurf's web site will permit interested persons who are not
doctors to access the site. Visitors to the web site who are not doctors will
have the option of becoming DoctorSurf members by completing a member applica-
tion online and providing their name, birth date, marital status, gender, and
address. Regardless of whether or not visitors become members, they will have
access to the web site's medical library, medical news hyperlinks, online store,
personal concierge, health pages, disease and wellness centers, and personal
emergency medical card. They also will be able to access their own doctor's
web site, if the doctor has created a web site page through DoctorSurf. Visitors
who become members also will have access to e-mail through the web site. How-
ever, members that are not doctors will not be able to receive any shares in
this offering.
The services available to visitors are expected to be offered on the
web site by the end of the first quarter 2000, and we anticipate that the costs
incurred for those services will be the corresponding amount of the salaries of
our technology and marketing personnel that will develop these features on the
web site and negotiate agreements with libraries and news providers,
respectively.
Our strategy
Our strategy is to develop a large base of Internet subscribers who are
doctors through an attractive, user-friendly web site. The following are key
elements of our strategy:
- Create and implement a state-of-the art web site through our contract
with Weblink Communications and through use of our technology
personnel
- Sign up doctors to be members on the web site, through our marketing
efforts and through this offering for free shares
- Enter into advertising arrangements with different businesses and
companies that are interested in advertising on our web site, based on
the number of DoctorSurf subscribers with high income levels through
the efforts of the marketing personnel we plan to hire
- Continually upgrade our web site to add new medical information and
services to visitors and members
There is no established business model for the sale of our service
offerings over the Internet, and we may have to change our service offerings in
the future. A possibility exists that a market for our services will never
develop. If a market fails to develop or develops more slowly than expected, we
might incur more losses than expected and we might not become profitable.
To be successful, we must:
- attract a large membership base of doctors;
- increase awareness of our brand;
- develop and provide desirable services;
- continue to develop and upgrade our technology;
- establish strategic relationships with service and content providers;
- build an operations structure to support our business; and
14
<PAGE>
- attract and retain qualified personnel.
We cannot guarantee that we will achieve these goals. We also cannot
guarantee that doctors will accept our services as a replacement for traditional
sources of the services that we plan to offer. Market acceptance of our services
will depend on the continued growth in the use of the Internet in general and as
a source of administrative and communication services in particular. The failure
of our services to achieve market acceptance would prevent us from attracting a
large member base and would adversely affect our revenue.
DoctorSurf does not intend to engage in related party transactions to generate
revenue.
Key market
DoctorSurf's services are targeted to doctors who have an interest in
communicating with their colleagues and obtaining up-to-date information
relevant to their practices.
Brand name
DoctorSurf believes that establishing and maintaining the
DoctorSurf.com brand and its reputation will be an important aspect of its
effort to attract and expand its member base and attract advertisers to its web
site. To establish its brand name, DoctorSurf must successfully market its web
site and doctors must perceive that DoctorSurf offers quality services. This
might require that DoctorSurf spend more on marketing than it anticipates. If
DoctorSurf fails to adequately establish its brand name, it will not be able
attract a large member base. DoctorSurf believes that attracting 10,000 members
will be necessary to generate revenues from online surveys and clinical drug
trials. In addition, the amount of DoctorSurf's advertising revenue will depend
in part on the size of our member base.
DoctorSurf has obtained the domain name "DoctorSurf.com." DoctorSurf
cannot be certain that it will be able to register the "DoctorSurf.com" mark
with the United States Patent and Trademark Office. If DoctorSurf is required to
stop using the "DoctorSurf.com" mark after its web site is operating, current
and potential members could be confused and DoctorSurf's business could be
disrupted.
Third-party providers
DoctorSurf will depend on third-parties to provide almost all of the
services that it plans to offer to its members. These services include e-mail,
discussion forums, interactive chats, practice management services, integrated
bulletin boards, video conferencing, calendar and schedule, live medical
procedures, and continuing medical education courses. Interruption of these and
other services or the failure of these and other services to function properly
could result in a reduction of our member base.
DoctorSurf also plans to enter into strategic partnerships with content
providers to provide content for our web site. If DoctorSurf is not able to
establish these strategic partnerships or if it is not able to deliver high
quality content, DoctorSurf may not be able to attract and establish a large
member base for its web site.
15
<PAGE>
Competition
Due to the rapid expansion of the Internet, the market for Internet
services and products is intensely competitive and rapidly changing. There are
no substantial barriers to entry in the Internet market, and DoctorSurf expects
that competition will continue to intensify. DoctorSurf will compete, directly
and indirectly, for subscribers, and advertisers with other online services or
web sites targeted to the healthcare industry generally, including mdadvice.com,
WebMD.com, Healtheon, Americasdoctor.com, Accesshealth.com and DrKoop.com.
DoctorSurf believes that the central factors for attracting and
retaining doctor subscribers are the depth, breadth and timeliness of services
and content, the ability of DoctorSurf.com to offer interesting and compelling
services and content, ease of use and name recognition. DoctorSurf believes that
the principal factors that will attract advertisers to DoctorSurf.com are the
number of members for the web site, the aggregate traffic on the web site, the
demographics of the doctor subscribers and creativity in advertising placement
on the site. To be competitive, DoctorSurf will need to respond to technological
advances and emerging industry standards and practices on a timely and
cost-effective basis.
Many of DoctorSurf's current and potential competitors have greater
resources to devote to the development and promotion of their web sites in terms
of a longer operating history, greater financial, technical and marketing
resources, wider name recognition, and larger subscriber bases that in turn
generate a greater ability to attract subscribers and advertisers. There can be
no assurance that DoctorSurf will be able to compete successfully against
current and future competitors, or that competitive pressures faced by
DoctorSurf will not have a material adverse effect on its business, financial
condition and operating results.
Employees
As of the date of this prospectus, DoctorSurf has 12 employees, six of
which are part-time employees and six of which are full-time employees. Dr.
Sharma, while serving as president of DoctorSurf, is devoting only part of his
time to that effort. He spends approximately 20 to 25 hours a week in day-to-day
management of DoctorSurf. Mr. Taneja also spends approximately 20 to 25 hours a
week in his capacity as vice-president and secretary. Drs. Kapil, Amin, Choudhry
and Puri spend approximately 8 to 10 hours a week in management activities in
their capacities as vice-presidents of DoctorSurf.
DoctorSurf's full-time employees consist of a chief technology officer,
three computer programmers, and two web site designers and comprise DoctorSurf's
internal technology department. DoctorSurf expects its internal technology
department to complete the development of its web site, which was started by
Weblink Communications. Before employing an internal technology department,
DoctorSurf outsourced its technology projects through a contractual arrangement
with Weblink Communications, which has created a "coming-soon" page and
established e-mail service on a server.
16
<PAGE>
Government regulation
DoctorSurf is currently not subject to direct government regulation
other than regulations that apply to businesses generally. Few laws currently
exist that specifically regulate communications or commerce over the Internet. A
number of proposals by federal and foreign governments may lead to laws or
regulations concerning various aspects of the Internet, including the collection
of personal information online. If the United States or foreign governments
adopt legislation protecting user privacy, that legislation could affect
DoctorSurf's ability to collect or use personal information.
The applicability to the Internet of existing laws is uncertain. If new
laws are adopted or existing laws are applied in an unforeseen manner, it may
decrease the use of the Internet, which would decrease the demand for our
services and increase our cost of doing business.
Potential liability
DoctorSurf may be subject to third party claims for defamation,
negligence, copyright or trademark infringement or other theories based on the
nature and content of information supplied on its web site, either directly or
through third parties, including materials retrieved from a web site to which
DoctorSurf has established a link from its web site. These claims could result
in damages being assessed against DoctorSurf. In addition, DoctorSurf could
incur significant costs in investigating and defending against those types of
claims.
Security risks
DoctorSurf will rely on the Internet and will depend on the continuous,
reliable and secure operation of Internet servers and related hardware and
software. DoctorSurf's systems will be susceptible to outages and interruptions
due to fire, floods, power loss, telecommunications failures, break-ins, and
similar events. Also, the systems of DoctorSurf's third-party service and
content providers will be subject to similar risks. To the extent that
DoctorSurf's service is interrupted or its members are inconvenienced,
DoctorSurf could suffer from a loss in advertising or a decreased member base.
DoctorSurf does not expect to have full redundancy for all of our computer
systems and does not expect to maintain a back-up data facility.
DoctorSurf will retain confidential information in its database
concerning its members. Therefore, maintaining the security of our confidential
information is critical. Despite the implementation of security measures,
DoctorSurf's systems may be vulnerable to electronic break-ins, computer
viruses, programming errors or similar disruptive problems. A material security
breach could damage DoctorSurf's reputation or expose it to liability.
Properties
DoctorSurf leases approximately 1,800 square feet of office space for
our executive offices and our operations in Largo, Florida. The office are
located at facilities located at 6925 112th Circle North, Suite 101, Largo,
Florida, 33773. The lease expires on August 31,
17
<PAGE>
2000 and is renewable by DoctorSurf for an additional one-year term. The monthly
lease payments are $1,200.
Legal proceedings
DoctorSurf is not a party to any material legal proceedings.
MANAGEMENT
Directors, executive officers and key employees
The directors, executive officers and key employees of DoctorSurf and
their ages and positions held with DoctorSurf are as follows:
Name Age Positions
Rakesh K. Sharma, M.D.......... 42 president and director
Jugal K. Taneja................ 55 vice-president, secretary and director
Sanjiv Kapil, M.D.............. 31 vice-president
Mahesh Amin, M.D............... 43 vice-president
Umesh Choudhry, M.D............ 38 vice-president
R.S. Puri, M.D................. 63 vice-president
Venkata Rao Emandi, M.D........ 58 vice-president
Martin A. Traber............... 53 director
John P. Seeman................. 39 chief technology officer
Each of DoctorSurf's directors is elected for a one-year term at the
annual meeting of shareholders and serves his or her successor is elected and
qualified, or until his or her earlier death, resignation, or removal.
DoctorSurf is not currently paying, and has no current plan to pay, any
compensation to directors for their service on the board.
Dr. Rakesh K. Sharma is DoctorSurf's president and has served on the
board of directors since DoctorSurf's inception. For the last five years he has
been a cardiologist and has been a member of the medical staff of several
hospitals in the Tampa Bay, Florida area. Dr. Sharma has been on the board of
directors of Dynamic Health Products, Inc., a public Florida corporation that
manufactures and packages health products and nutritional supplements, since
March 1999.
18
<PAGE>
Jugal K. Taneja is a vice-president and secretary of DoctorSurf and has
served on the board of directors since DoctorSurf's inception. From November
1991 until December 1998, Mr. Taneja served as the chairman of the board and as
chief executive officer of NuMED Home Health Care, Inc., a provider of home
health care services and contract staffing of health care employees. He is
currently a director of NuMED. From June 1993 until March 1998, he was also the
chief executive officer of National Diagnostics, Inc., a provider of medical
diagnostic services. NuMED and National Diagnostics, Inc., are publicly traded
companies. Mr. Taneja has also been the chairman of the board of
Nutriceuticals.com, Inc., a public company engaged in e-commerce, since March
1997. In addition, Mr. Taneja is currently serving as the chairman of the board
of Dynamic Health Products, Inc., a public Florida corporation that manufactures
and packages health products and nutritional supplements. He has held that
position since Dynamic's inception in January 1998.
Dr. Sanjiv Kapil is a vice-president of DoctorSurf. Dr. Kapil is a
rheumatologist and for the last five years has been practicing in a
multi-specialty group at a clinic in the Tampa Bay, Florida area.
Dr. Mahesh Amin is a vice-president of DoctorSurf. Dr. Amin is a
cardiologist who has been in private practice in Clearwater, Florida for the
last five years.
Dr. Umesh Choudhry is a vice-president of DoctorSurf. During the last
five years, Dr. Choudhry was on the teaching staff at the University of
Florida's medical school until April 1999 and is now practicing as a
gastroenterologist in Clearwater, Florida. Dr. Choudhry has served as the
president of Advanced Digestive Care, P.A., a Florida corporation formed for Dr.
Choudhry's medical practice, since June 1999.
Dr. R.S. Puri is a vice-president of DoctorSurf. For the last five
years, Dr. Puri has been a general practitioner with offices in Lakeland and
Winter Haven, Florida.
Dr. Venkata Rao Emandi is a vice-president of DoctorSurf. During the
past five years, Dr. Emandi has been an oncologist in private practice in the
Tampa Bay, Florida area.
Martin A. Traber has served on the board of directors since
DoctorSurf's inception. He has been a partner in the law firm of Foley & Lardner
since August 1994. Prior to joining Foley & Lardner, Mr. Traber was a partner in
the law firm of Arter & Hadden were he served for 10 years on the firm's
management committee and was national chairman of the business and corporate
departments and of the marketing and business development committee. Mr. Traber
has over 27 years of experience in corporate finance and securities law.
John P. Seeman has been DoctorSurf's full-time chief technology officer
since August 1, 1999. Mr. Seeman was president of All World Network, Inc., and
Internet e-commerce development company, for the last five years. Mr. Seeman has
been a faculty member at the University of South Florida's Information Science
and Decision Systems department lecturing on object-oriented design, database
design and programming languages since 1988.
19
<PAGE>
DoctorSurf has not yet obtained directors' and officers' insurance, but
is in the process of taking quotes for it and plans to obtain insurance if it is
available on a cost-effective basis.
Executive compensation
No compensation is currently paid to officers of DoctorSurf and
DoctorSurf does not plan to do so. DoctorSurf's chief technology officer, John
Seeman, will be paid an annual salary of $85,000.
Employment agreements
DoctorSurf has not entered into any employment agreements with its
employees.
Key-man life insurance arrangements
DoctorSurf has not obtained any key-man life insurance.
20
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth information regarding beneficial
ownership of DoctorSurf's common stock:
- each person who is known to own beneficially more than 5% of the
outstanding shares of DoctorSurf's common stock,
- each of DoctorSurf's directors,
- each of DoctorSurf's officers, and
- all directors and executive officers of DoctorSurf as a group:
Name and Address Number of shares Percentage
Rakesh K. Sharma
1819 Alicia Way
Clearwater, FL 33764........................ 5,000,000 19.42%
21st Century Health Care Fund
7270 Sawgrass Point Drive
Pinellas Park, FL 33782..................... 2,500,000 9.71
Carnegie Capital Ltd.
7270 Sawgrass Point Drive
Pinellas Park, FL 33782..................... 2,500,000 9.71
John Armbruster
665 Bay Esplanade #4
Clearwater, FL 33767........................ 2,500,000 9.71
Brod Living Trust
1 Cedar Glen Drive
Blairstown, NJ 07825........................ 2,500,000 9.71
Stephen M. Watters
6950 Bryan Dairy Road
Largo, FL 33777............................. 2,500,000 9.71
R.S. Puri
1209 Lakepoint Terrace
Lakeland, FL 33813.......................... 1,000,000 3.88
Mahesh Amin
1802 Nottingham Care
Clearwater, FL 33764........................ 1,000,000 3.88
Sanjiv Kapil
207 S. Coolidge Avenue
Tampa, FL 33609............................. 1,000,000 3.88
Jugal K. Taneja
7270 Sawgrass Point Drive
Pinellas Park, FL 33782..................... 5,900,000* 22.91*
21
<PAGE>
Umesh Choudhry
7920 Oliver Road
Largo, FL 33777............................. 500,000 1.94
Venkata Rao Emandi
5723 West Shore Drive
New Port Richey, FL 34652.................... 75,000 .29
Martin A. Traber
Foley & Lardner
100 N. Tampa Street
Suite 2700
Tampa, FL 33602............................. 0 0
All current directors and officers as a group -
eight persons 14,475,000 56.21
*Includes 900,000 shares owned directly and 5,000,000 shares owned by 21st
Century Health Care Fund and Carnegie Capital Ltd. Mr. Taneja is the beneficial
owner of all of the interests of those two entities.
22
<PAGE>
RELATIONSHIPS AND RELATED TRANSACTIONS
General
We do not have a policy with regard to entering into transactions with
affiliates.
Facilities
DoctorSurf's operations previously were located at facilities located
at 6950 Bryan Dairy Rd., Largo, FL 33777, owned by Dynamic Health Products, Inc.
Jugal K. Taneja, who is a director and a vice-president of DoctorSurf, is the
beneficial owner of all of outstanding shares of common stock of that company.
Also, Dr. Sharma, who is a director and president of DoctorSurf, is on the board
of directors of that company. DoctorSurf shares its facilities with
Nutriceuticals.com., of which Mr. Taneja is chairman of the board of directors
and Stephen Watters is president. No rent will be charged for DoctorSurf's use
of those facilities during our initial development phase. DoctorSurf has moved
its operations to new office space located at 6925 112th Circle North, Suite
101, Largo, Florida, 33773
Sales to officers and directors
DoctorSurf has issued shares of its common stock to the following
officers and directors who were original investors in DoctorSurf at a price of
$.01 per share:
Number
Name Position of shares
Rakesh K. Sharma, M.D.......... president and director 5,000,000
Jugal K. Taneja*............... vice-president, secretary
and director 900,000
Sanjiv Kapil, M.D.............. vice-president 1,000,000
Mahesh Amin, M.D. ............. vice-president 1,000,000
Umesh Choudhry, M.D............ vice-president 500,000
R.S. Puri, M.D................. vice-president 1,000,000
- ---------------
* Mr. Taneja is also the beneficial owner of an additional 5,000,000 shares
that were sold to 21st Century Health Care Fund and Carnegie Capital Ltd. at
a price of $.01 per share.
DoctorSurf has also issued 75,000 shares of common stock to Venkata Rao
Emandi, a vice-president of DoctorSurf, at a price of $1 per share.
23
<PAGE>
Legal counsel
Our legal counsel is Foley & Lardner. Martin A. Traber is a partner at
Foley & Lardner as well as a director on DoctorSurf's board of directors.
Transactions with promoters
Dr. Rakesh K. Sharma, Jugal K. Taneja, John Armbruster, Stephen
Watters, Albert T. Brod, and Lois N. Brod are promoters. Mr. Armbruster and Mr.
Watters each purchased 2,500,000 shares of common stock from DoctorSurf at a
price of $.01 per share. Albert T. Brod and Lois N. Brod are the principals of
the Brod Living Trust, which purchased 2,500,000 shares of common stock from
DoctorSurf at a price of $.01 per share.
Technology Agreement with Weblink Communications, Inc.
John Armbruster, a beneficial owner of 9.71% of the outstanding shares
of DoctorSurf's common stock, is the principal of Weblink Communications, Inc.
Stephen Watters, a beneficial owner of 9.71% of the outstanding shares of
DoctorSurf's common stock, is listed as the initial "control person" in the
technology agreement entered into between DoctorSurf and Weblink Communications,
Inc. His responsibilities in that regard extend only to serving as a contact
person for DoctorSurf in communications with Weblink.
DESCRIPTION OF SECURITIES
Description of capital stock
Our authorized capital stock consists of 95,000,000 shares of common
stock, par value $.01 per share, and 5,000,000 shares of preferred stock, par
value $.01 per share. The following is a description of our capital stock.
Common stock
In May 1999 DoctorSurf issued 25,000,000 shares of common stock to
seventeen investors in a private placement exempt from registration under Rule
506 of Regulation D of the Securities Act of 1933. Also, in June through August
1999, DoctorSurf issued 750,000 shares in a private placement exempt from
registration under Rule 506 of Regulation D of the Securities Act of 1933. A
possibility exists that an exemption from registration was not available for the
shares of common stock that we sold in our private placement. Accordingly, we
have offered to each purchaser in the private placement the right to resell
their shares and receive a refund of the price paid by them of $1 per share. See
"Recent Developments".
The holders of common stock are entitled to one vote for each share
held of record on each matter submitted to a vote at a meeting of shareholders,
and except as provided by resolutions of DoctorSurf's board of directors
providing for the issuance of any class or series of preferred stock, the
exclusive voting power for all purposes is vested in the holders of common
stock.
24
<PAGE>
Subject to the preferential rights of holders of preferred stock as
provided by resolutions of DoctorSurf's board of directors authorizing the
issuance of any class of preferred stock, holders of common stock are entitled
to receive their pro rata share, based upon the number of shares held by them,
of any dividends or other distributions as may be declared by the board of
directors. In the event of a liquidation, dissolution, or winding up of
DoctorSurf, holders of common stock are entitled to share ratably in all assets
remaining after the payment or provision of DoctorSurf's debts and other
liabilities and the liquidation preference of any outstanding preferred stock.
Holders of common stock have no preemptive rights and have no rights to convert
their common stock into any other securities. The outstanding shares of common
stock are, and the shares of common stock involved in this offering will be,
when issued, validly issued, fully paid and nonassessable.
If DoctorSurf distributes all of the shares of common stock being
offered in this offering, its current executive officers and directors will
beneficially own or have voting control over approximately 28.52% of the
outstanding common stock. Accordingly, these individuals, if they act as a
group, will have substantial influence over all matters requiring shareholder
approval, including the election of DoctorSurf's directors. Also, this
concentration of ownership may also have the effect of delaying, deterring or
preventing a change in control of DoctorSurf.
Because DoctorSurf's common stock is not listed on any securities
exchange or the Nasdaq Stock Market and does not have a trading price of at
least $5 per share, our common stock is subject to federal penny stock
regulations. As a result, the market liquidity for the shares being offered in
this offering could be adversely affected because these regulations require
broker-dealers to make a special suitability determination for the purchase and
to have received the purchaser's written consent to the transaction prior to
sale. This makes it more difficult administratively for broker-dealers to buy
and sell stock subject to the penny stock regulations on behalf of their
customers. As a result, it may be more difficult for a broker-dealer to sell the
shares purchased in this offering.
Also, no public trading market in the common stock exists, and
DoctorSurf cannot be certain that one will develop. If an active trading market
for the common stock does not develop, a purchaser of shares in this offering
may not be able to sell those shares and an increase in the value of the shares
is less likely.
Preferred stock
DoctorSurf's articles of incorporation authorize the board of directors
to provide by resolution for the issuance from time to time of up to 5,000,000
shares of preferred stock in one or more class or series, with any special
rights and preferences, including but not limited to dividend or liquidation
preferences, voting rights and redemption rights, anti-dilution rights or
conversion rights, as the board may specify.
If DoctorSurf were to issue preferred stock, that class of stock would
have the right to vote as a class on a merger or sale of assets of DoctorSurf.
Accordingly, the issuance of preferred stock could have the effect of delaying
or preventing a change in control of
25
<PAGE>
DoctorSurf, even if a change in control were in the best interests of the common
stock shareholders.
As of the date of this prospectus, the board of directors has not
authorized the issuance of any class or series of preferred stock and no shares
of preferred stock are issued or outstanding.
PLAN OF DISTRIBUTION
Dr. Rakesh Sharma and Mr. Jugal K. Taneja will be responsible for
distributing the shares through our web site. The material steps that a
potential investor must complete in order to subscribe for our shares are as
follows:
- A doctor who logs onto our web site will have the option of becoming a
"member" by completing an online application that asks for personal
information, including name, address, type of practice and specialty,
license and Drug Enforcement Agency, or DEA, number, annual income,
and personal interests.
- The online application will also have a box that permits a doctor who
is interested in receiving 100 free shares to click on that box for
more information. The box will contain a statement that a registration
statement has been filed with the SEC, and offer a hyperlink to the
final prospectus, which the doctor will be able to download if he or
she wishes. DoctorSurf will also make available a paper copy of the
final prospectus upon request by a potential investor. The doctor has
the option of then confirming that he or she has received the
prospectus and would like to receive the free shares by clicking on
another box. The doctor must confirm that he or she has received the
prospectus before receiving shares.
- A doctor who is interested in receiving the free shares will also be
able to indicate his or her preference in the method of receiving the
shares: 1) by book entry recordation of the shares through
DoctorSurf's stock transfer agent, Continental Stock Transfer & Trust
Company; or 2) by mailing an actual stock certificate to the doctor
through the stock transfer agent.
- Once the doctor clicks on a box confirming that he or she has received
the prospectus and indicated a preference on how he or she would like
to receive the 100 free shares, we will verify the information on that
doctor's online application and notify the doctor by e-mail within two
days whether his or her subscription has been accepted. We will then
either issue uncertificated shares through book entries by our stock
transfer agent or mail a stock certificate evidencing ownership of the
shares to the doctor through our stock transfer agent. If
uncertificated shares are issued, we will send to the doctor a written
statement setting forth:
- our name;
- that we are organized under the laws of Florida;
- the name of the person to whom the shares are issued;
26
<PAGE>
- the number and class of shares;
- the designations, relative rights, preferences and limitations
applicable to each class of stock and each series of classes of stock;
- the authority of our board of directors to determine variations for
future series of classes of stock; and
- any restrictions on transfer of the shares.
All members who complete the online application, receive the
prospectus, and indicate an interest in receiving our free shares will receive
100 shares. The doctors who elect to receive our free shares will not have any
post-subscription obligations.
No affiliates may subscribe for our shares, and we do not have any
plans or arrangements with anyone regarding the development of a trading market
of the common stock. If there is minimal interest in this offering, we do not
intend to open the offering to the general public. Currently, there are seventy
two holders of record for the common stock.
This is neither a solicitation to buy nor an offer to sell our shares
to persons in the following states: Alabama, Alaska, Arizona, Arkansas,
California, Florida, Idaho, Maryland, Massachusetts, Michigan, Mississippi,
Missouri, Montana, New Hampshire, New York, North Carolina, Ohio, Oregon,
Pennsylvania, South Carolina, Tennessee, Vermont, and Washington. Persons in
these jurisdictions are not authorized to purchase our shares pursuant to this
prospectus.
SHARES AVAILABLE FOR FUTURE SALE
Upon completion of this offering, DoctorSurf will have 50,750,000
shares of common stock outstanding, assuming all shares being offered are sold.
The 25,000,000 shares of common stock sold in the offering will be freely
tradable without restriction or further registration under the Securities Act.
The remaining approximately 25,750,000 shares of common stock will be
"restricted" securities within the meaning of Rule 144 of the Securities Act of
1933, and may not be sold in the absence of registration under the securities
laws unless an exemption from registration is available.
One of those exemptions is Rule 144. In general, Rule 144 allows a
shareholder who has beneficially owned restricted securities for at least one
year to sell within any three-month period a number of shares that does not
exceed the greater of 1% of the then outstanding shares of common stock or the
average weekly trading volume during the four calendar weeks preceding the sale.
Sales under Rule 144 also must be sold through brokers or "market makers" and
current public information regarding the company must be available. Shares
properly sold in reliance on Rule 144 to persons who are not affiliates of
DoctorSurf become freely tradable without restriction. Rule 144 also permits
sales by a person who has beneficially owned shares for at least two years and
who is not an affiliate of the company. DoctorSurf's affiliates are people that
directly or indirectly control DoctorSurf, are controlled by DoctorSurf, or are
under common control with DoctorSurf. For example, DoctorSurf's directors,
executive officers, and significant shareholders are affiliates.
EXPERTS
The financial statements of DoctorSurf.com, Inc., appearing in this
prospectus have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report
27
<PAGE>
appearing herein and are included in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
LEGAL MATTERS
The validity of the common stock offered in this offering will be
passed upon by Foley & Lardner. Martin A. Traber, a partner at Foley & Lardner,
also serves on DoctorSurf's board of directors.
HOW TO GET MORE INFORMATION
We have filed with the Securities and Exchange Commission a
registration statement on Form SB-2 under the Securities Act with respect to
this offering. This prospectus, which is part of the registration statement,
does not contain all of the information set forth in the registration statement
and its accompanying exhibits and schedules. For further information with
respect to DoctorSurf and the securities in this offering, reference is made to
the registration statement and including the accompanying exhibits and
schedules.
Statements contained in this prospectus as to the contents of any
agreement or any other document summarize only the material provisions of such
document and are not necessarily complete, and in each instance, reference is
made to the copy of the agreement or document filed as an exhibit to the
registration statement, with each statement being qualified in all respects by
their reference.
The registration statement, including accompanying exhibits and
schedules, may be inspected and copied at the principal office of the Commission
at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices at 7 World Trade Center, New York, New York 10048,
and Northwest Atrium Center, 500 West Madison Street, Chicago, Illinois 60661.
Copies of those materials may also be obtained at prescribed rates from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549.
Our registration statement can also be obtained electronically after we
have file electronic versions of these documents with the Commission through the
Commission's Electronic Data Gathering, Analysis and Retrieval, or EDGAR,
system. The Commission maintains a world wide web site at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.
Prior to this offering, we have not been a reporting company under the
Securities Exchange Act of 1934. After this offering, we intend to furnish to
our shareholders annual reports, which will include financial statements audited
by independent accountants, and other periodic reports as we may determine to
provide or as may be required by law.
28
<PAGE>
- --------------------------------------------------------------------------------
DoctorSurf.com, Inc.
(A Development Stage Company)
Financial Statements
as of June 30, 1999 and for the Period from
May 14, 1999 (date of inception) to June 30, 1999
and Independent Auditors' Report
F-1
<PAGE>
DOCTORSURF.COM, INC.
(A Development stage company)
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF JUNE 30, 1999
AND FOR THE PERIOD FROM MAY 14, 1999
(DATE OF INCEPTION) TO JUNE 30, 1999:
Balance Sheet 2
Statement of Operations 3
Statement of Stockholders' Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6
F-2
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of DoctorSurf.com, Inc.:
We have audited the accompanying balance sheet of DoctorSurf.com, Inc. (a
development stage company) (the "Company") as of June 30, 1999, and the related
statements of operations, stockholders' equity and cash flows for the period
from May 14, 1999 (date of inception) to June 30, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company as of June 30, 1999, and the
results of its operations and its cash flows for the period from May 14, 1999
(date of inception) to June 30, 1999, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is a development stage
enterprise engaged in the development and management of an Internet site. As
discussed in Notes 2 and 3 to the financial statements, the Company's operating
loss since inception and the contingency surrounding equity shares issued as
part of the Private Placement Memorandum raise substantial doubt about its
ability to continue as a going concern. Management's plans concerning these
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of these uncertainties.
Deloitte & Touche LLP
Certified Public Accountants
Tampa, Florida
September 30, 1999
F-3
<PAGE>
DOCTORSURF.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JUNE 30, 1999
- --------------------------------------------------------------------------------
ASSETS
Cash $ 290,631
Investments - certificate of deposit 200,000
Prepaid expenses 10,950
---------
TOTAL ASSETS $ 501,581
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 31,875
--------
COMMON STOCK SUBJECT TO RESCISSION
OFFER - $.01 par value, 320,000 shares
issued and outstanding (Note 3) 320,000
SUBSCRIPTION RECEIVABLE (50,000)
--------
270,000
---------
COMMITMENTS AND CONTINGENCIES (Note 3)
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value - 5,000,000
shares authorized; no shares issued or
outstanding -
Common stock, $.01 par value - 95,000,000
shares authorized; 25,000,000 shares issued
and outstanding 250,000
Deficit accumulated during the development stage (50,294)
---------
Total stockholders' equity 199,706
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 501,581
=========
See notes to financial statements.
F-4
<PAGE>
DOCTORSURF.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
PERIOD FROM MAY 14, 1999 (DATE OF INCEPTION) TO JUNE 30, 1999
- --------------------------------------------------------------------------------
OPERATING EXPENSES $ (50,294)
-----------
NET LOSS $ (50,294)
==========
See notes to financial statements
F-5
<PAGE>
<TABLE>
DOCTORSURF.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
PERIOD FROM MAY 14, 1999 (DATE OF INCEPTION) TO JUNE 30, 1999
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
Preferred Stock Common Stock Additional
--------------------------------------------- Paid-in Retained
Shares Amount Shares Amount Capital Earnings Total
<S> <C> <C> <C> <C> <C> <C> <C>
INITIAL ISSUANCE OF COMMON
STOCK, MAY 14, 1999 (Note 1) -- $ -- 25,000,000 $ 250,000 $ -- $ -- $ 250,000
Net loss -- -- -- -- -- (50,294) (50,294)
------ ------ ---------- ---------- ------ ---------- ----------
BALANCES, JUNE 30, 1999 -- $ -- 25,000,000 $ 250,000 $ -- $ (50,294) $ 199,706
====== ====== ========== ========== ====== ========== ==========
</TABLE>
See notes to financial statements.
F-6
<PAGE>
DOCTORSURF.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
PERIOD FROM MAY 14, 1999 (DATE OF INCEPTION) TO JUNE 30, 1999
- --------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (50,294)
Adjustments to reconcile net loss to
net cash used in operating activities:
Increase in prepaid expenses (10,950)
Increase in accounts payable and
accrued expenses 31,875
-------
Net cash used in operating activities (29,369)
-------
CASH USED IN INVESTING ACTIVITIES -
Investment in certificate of deposit (200,000)
-------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from collection of subscription
receivable 5,000
Proceeds from common stock subject to
rescission offer (Note 3) 270,000
Proceeds from issuance of common stock 245,000
-------
Net cash provided by financing activities 520,000
-------
NET INCREASE IN CASH 290,631
CASH, BEGINNING OF PERIOD -
--------
CASH, END OF PERIOD $ 290,631
=========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ -
========
Cash paid during the period for income taxes $ -
========
SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES:
Issuance of common stock for subscription
receivable $ 50,000
=========
See notes to financial statements.
F-7
<PAGE>
DOCTORSURF.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
PERIOD FROM MAY 14, 1999 (DATE OF INCEPTION) TO JUNE 30, 1999
- --------------------------------------------------------------------------------
1. ORGANIZATION AND NATURE OF BUSINESS
DoctorSurf.com, Inc. (the "Company") was formed pursuant to the Florida
Business Corporation Act on April 15, 1999. On May 14, 1999, 25 million
common shares of the Company were sold in exchange for $250,000. The
Company was incorporated to provide a premier Internet web site for
doctors that is dedicated to doctor education, communication, and
information exchange using state-of-the-art technology, security, doctor
authentication, and a combination of Internet protocols. The Company is
actively working on activating its web site during the first quarter of
2000. The Company's fiscal year-end is December 31.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As
reflected in the financial statements, the Company is a development stage
enterprise, which has yet to generate revenues to support further
operations. As of June 30, 1999, the Company had not hired any employees.
Certain shareholders of the Company had contributed their personal
services to the Company; however, the value of these services is
considered immaterial and, therefore, no expense has been recorded. In
order to fund operations to date, the Company has relied on funding raised
from sales of the Company's equity securities. The Company's operating
losses since inception and the contingency surrounding equity shares
issued as part of the Private Placement Memorandum (see Note 3) raise
substantial doubt about its ability to continue as a going concern.
The Company's success is dependent upon its ability to raise additional,
sufficient investment capital to support the design and implementation of
viable Internet web sites, thereby generating revenues to continue to fund
operations. Management believes that, via a planned private offering, the
Company will be able to generate sufficient working capital to sustain
operations and allow such development activities to occur.
The Company is subject to the risks and difficulties experienced by any
new Internet-based business, such as limited operating history,
competition, potential inability to locate Internet service providers and
possible changes in domestic and foreign government regulation which may
affect the acceptability of the Company's product by customers.
Ultimately, the attainment of profitable operations is dependent upon
future events including achieving a level of sales to support the
Company's cost structure.
Cash and Cash Equivalents - The Company considers all highly liquid
investments with a maturity at time of purchase of three months or less to
be cash equivalents.
Concentration of Risk - The Company maintains its cash and its certificate
of deposit in bank deposit accounts which, at times, may exceed federally
insured limits. The Company has not experienced any losses in such
accounts.
F-8
<PAGE>
Subscription Receivable - On June 21, 1999, in connection with the private
placement in process (see Note 3), the Company entered into a stock
subscription agreement with an individual to sell 75,000 shares of the
Company's common stock at a purchase price of $1.00 per share. The Company
received $25,000 cash and a subscription receivable for $50,000. The
receivable balance at June 30, 1999 was $50,000 and payment is due during
November 1999.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosures of contingent assets and liabilities at the
date of the financial statements, and the reported amounts of expenses
during the reported period. Actual results could differ from those
estimates.
Income Taxes - The Company has adopted Statement of Financial Accounting
Standards No. 109 ("SFAS 109"), Accounting for Income Taxes. Under SFAS
109, the Company uses the asset and liability method which recognizes the
amount of current and deferred taxes payable or refundable at the date of
the financial statements as a result of all events that have been
recognized in the financial statements and as measured by the provisions
of enacted tax laws.
The Company has a gross deferred tax asset as of June 30, 1999 of
approximately $18,800. This asset is comprised of the potential future tax
benefit of its operating losses to date. Management has evaluated the
available evidence regarding the future taxable income and other possible
sources of realization of deferred tax assets. A 100 percent valuation
allowance has been established by management against the gross deferred
tax asset as it is more likely than not that the deferred tax asset will
not be realized.
Fair Value of Financial Instruments - The estimated fair value of amounts
reported in the financial statements have been determined by using
available market information and appropriate valuation methodologies. The
carrying values of assets and liabilities approximate their fair values
because of their short-term nature.
New Accounting Pronouncement - The American Institute of Certified Public
Accountants issued Statement of Position ("SOP") No. 98-5, Reporting on
the Costs of Start-Up Activities. The standard provides guidance on the
financial reporting costs for start-up costs and organization costs. This
standard requires cost of start-up and organization costs to be expensed
as incurred, and is effective for fiscal years beginning after December
15, 1998. The Company does not believe adoption of this SOP will have a
material impact on its financial statements.
3. COMMITMENTS AND CONTINGENCIES
Pursuant to a Private Placement Memorandum, the Company offered 750,000
shares of the Company's common stock to be purchased at $1 per share. As
of June 30, 1999, 320,000 shares of the 750,000 shares offered had been
sold. In July and August 1999, the Company received an additional $430,000
from the issuance of 430,000 shares of common stock related to this
Private Placement Memorandum. Due to a possible violation of the
Securities Act of 1933 requirements, the Company has issued a memorandum
to the purchasers of the shares enabling them to sell their shares back to
the Company through August 25, 2000 for the purchase price of $1. As such,
the proceeds from the issuance of the 320,000 shares of common stock have
been classified outside of equity in the accompanying balance sheet under
the caption Common Stock Subject to Rescission Offer. For the period from
June 30, 1999 to September 30, 1999, no investors have requested the
Company to repurchase their shares.
F-9
<PAGE>
4. SUBSEQUENT EVENTS
The Company is in the process of completing a Form SB-2 filing for the
issuance of 25,000,000 shares of common stock to be issued at no cost to
doctors who become secured members on the Company's web site. The fair
market value of these shares will be charged to operations as promotion
costs at the time of their issuance.
During September 1999, the Company hired employees to maintain and update
the Company's web site. These employees are receiving compensation.
During September 1999, the Company entered into an operating lease
agreement for office space. The term of the lease is one year and calls
for monthly rental payments of $1,200 plus applicable taxes.
During September 1999, the Company entered into a capital lease agreement
for computer equipment. The term of the lease is three years and calls for
monthly rental payments of approximately $1,850 plus applicable taxes. The
lease agreement contains a bargain purchase option.
******
F-10
<PAGE>
We have not authorized anyone to provide
any information or to make any
representations in connection with this
offering other than the information or
representations contained in this
prospectus. You should not rely on any 25,000,000 SHARES
additional information or representations
if made.
This prospectus does not constitute an
offer to sell or a solicitation of an DOCTORSURF.COM, INC.
offer to buy any security:
- except the common stock
offered by this prospectus;
- in any jurisdiction in which
the offer or solicitation is
not authorized;
- in any jurisdiction where the
dealer or other salesperson is
not qualified to make the offer ------------------
or solicitation;
PROSPECTUS
- to any person to whom it is
unlawful to make the offer or ------------------
solicitation; or
- to any person who is not a
United States resident or who
is outside the jurisdiction
of the United States.
The delivery of this prospectus or any
accompanying sale does not imply that:
- there have been no changes in the
affairs of DoctorSurf after the
date of this prospectus; or
- the information contained in this
prospectus is correct after the
date of this prospectus.
Until November ___, all dealers that
effect transactions in these securities,
whether or not participating in this
offering, may be required to deliver a
prospectus. This is in addition to the
dealers' obligation to deliver a prospectus
when acting as underwriters and with respect
to their unsold allotments or subscriptions.
------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of directors and officers
Florida Corporation Law provides that a Florida corporation has the
power to indemnify any person who is a party to any proceeding, other than an
action by, or in the right of the corporation reason of the fact that the person
was a director, officer, employee or agent of the corporation if the person
acted in good faith and in a manner the person reasonably believed to be in, or
not opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe the person's
conduct was unlawful. Article IX of DoctorSurf's bylaws provides indemnification
to DoctorSurf's directors and officers if they are involved in any action, suit
or proceeding of any nature by reason of the fact that he or she is or was a
director or officer of DoctorSurf.
Item 25. Other expenses of issuance and distribution
Securities and Exchange Commission filing fee............... $ 6,950
Printing and engraving expenses............................. $ 10,000
Accountants' fees and expenses.............................. $ 2,500
Legal fees and expenses..................................... $ 40,000
Miscellaneous .......................................... $ 10,550
======
Total..................................... $ 70,000
DoctorSurf will pay all of the fees, costs and expenses set forth
above. Other than the SEC filing fee, all fees and expenses are estimated.
Item 26. Recent sales of unregistered securities
In May 1999, DoctorSurf issued a total of 25,000,000 shares of common
stock to seventeen investors at $.01 per share pursuant to an exemption from
registration under Rule 506 of Regulation D of the Securities Act of 1933.
In August 1999, DoctorSurf completed a private placement of 750,000
shares of common stock at $1.00 per share to accredited investors in a private
placement exempt from registration under Rule 506 of Regulation D of the
Securities Act of 1933. A possibility exists that an exemption from registration
was not available for the shares of common stock that we sold in our private
placement. Accordingly, we have offered to each purchaser in the private
placement the right to resell their shares to us and receive a refund of the
price paid by them of $1 per share. See "Recent Developments".
II-1
<PAGE>
Item 27. Exhibits
Exhibit
Number Exhibit Description
3.1a* Articles of incorporation of the registrant
3.1b* Articles of amendment to articles of incorporation of the registrant
3.2* By-laws of the registrant
5.1* Opinion of Foley & Lardner regarding legality
10.1* Technology Agreement between Weblink Communications, Inc. and
DoctorSurf.com, Inc.
10.2* Lease Agreement dated as of September 1, 1999, between DoctorSurf.com,
Inc. and the Pinellas Center for the Visually Impaired, Inc.
23.1* Consent of Foley & Lardner - included in Exhibit 5.1
23.2 Consent of Deloitte & Touche LLP
24.1* Power of Attorney relating to subsequent amendments - included on the
signature page of this registration statement.
27* Financial Data Schedule
*Previously filed
Item 28. Undertakings
The undersigned small business issuer undertakes as follows:
(a) The small business issuer will:
(1) file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20%
II-2
<PAGE>
change in the maximum offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) Include any additional or changed material
information on the plan of distribution.
(2) For determining any liability under the Securities Ac of
1933, treat each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time shall be
deemed to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
(4) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the issuer pursuant to the foregoing provisions, or
otherwise, the issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.
II-3
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 Amendment No. 5 and authorized this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Largo, State of Florida, on this 5th day of
November, 1999.
DOCTORSURF.COM, INC.
By: /s/ Rakesh K. Sharma
Rakesh K. Sharma, president and
member of the board of directors
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Rakesh K. Sharma president and director November 5, 1999
- --------------------------- (principal executive
Rakesh K. Sharma officer)
/s/ Jugal K. Taneja vice-president and director November 5, 1999
- --------------------------- (principal financial and
Jugal K. Taneja accounting officer)
/s/ Martin A. Traber director November 5, 1999
- ---------------------------
Martin A. Traber
II-4
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Amendment No. 6 to Registration Statement No.
333-80475 of DoctorSurf.com, Inc. of our report dated September 30, 1999
appearing in the Prospectus, which is part of this Registration Statement.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
DELOITTE & TOUCHE LLP
Certified Public Accountants
Tampa, Florida
November 1, 1999
