MD2PATIENT INC
10-Q, 2000-08-14
BUSINESS SERVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ---------------------

                                   FORM 10-Q

<TABLE>
<C>               <S>
   (MARK ONE)
      [X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                  THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
                                      OR
      [  ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                  THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE TRANSITION PERIOD FROM ____________ TO ____________
                  .
</TABLE>

                        COMMISSION FILE NUMBER 333-91619

                                MD2PATIENT, INC.
             (exact name of registrant as specified in its charter)

<TABLE>
<S>                                                       <C>
                        GEORGIA                                                  62-1798114
            (state or other jurisdiction of                       (I.R.S. Employer Identification Number)
             incorporation or organization)
         501 CORPORATE CENTRE DRIVE, SUITE 200,
                  FRANKLIN, TENNESSEE                                              37067
        (Address of principal executive offices)                                 (Zip Code)
                        Registrant's telephone number, including area code: (615) 383-8400
</TABLE>

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

     The number of shares outstanding of the issuer's only class of Common
Stock, $0.01 par value, as of June 30, 2000 was 30,252,500.

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                                MD2PATIENT, INC.

                                     INDEX

<TABLE>
<CAPTION>
                                                                       PAGE
                                                                       ----
<S>      <C>                                                           <C>
                      PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS........................................    1

         Condensed Balance Sheets at December 31, 1999 and June 30,
         2000 (Unaudited)............................................    1

         Condensed Statement of Operations for the three and six
         month periods ended June 30, 2000 (Unaudited)...............    2

         Condensed Statement of Cash Flows for the six month period
         ended June 30, 2000 (Unaudited).............................    3

         Notes to Condensed Financial Statements.....................    4

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS...................................    6

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK...    9

                       PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS...........................................   10

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS...................   10

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.............................   10

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.........   10

ITEM 5.  OTHER INFORMATION...........................................   10

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K............................   10
</TABLE>

                                        i
<PAGE>   3

                        PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                                MD2PATIENT, INC.

                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                              DECEMBER 31, 1999   JUNE 30, 2000
                                                              -----------------   -------------
                                                                  (AUDITED)        (UNAUDITED)
<S>                                                           <C>                 <C>
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.................................     $4,025,058        $ 1,395,836
  Prepaid and other.........................................        107,168            109,893
                                                                 ----------        -----------
     Total current assets...................................      4,132,226          1,505,729
  Deferred offering costs...................................        184,328            775,227
  Computer software costs...................................        259,283          2,291,043
  Equipment and furniture, net..............................         92,073            470,664
                                                                 ----------        -----------
     Total assets...........................................     $4,667,910        $ 5,042,663
                                                                 ==========        ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable and accrued expenses.....................     $  257,292        $ 2,041,000
  Deferred subscription fees................................         80,333            440,000
  Promissory notes payable..................................              0          2,050,000
                                                                 ----------        -----------
     Total current liabilities..............................        337,625          4,531,000
  Deferred subscription fees................................        144,667            603,530
                                                                 ----------        -----------
     Total liabilities......................................        482,292          5,134,530
                                                                 ----------        -----------
STOCKHOLDERS' EQUITY:
  Convertible preferred stock, $.01 par value, 300,000,000
     shares authorized:
     Series A Convertible; 50,000,000 shares designated;
       5,000,000 shares issued and outstanding (liquidation
       preference of $5,000,000 at June 30, 2000)...........         50,000             50,000
     Series B Convertible; 50,000,000 shares designated; no
       shares issued and outstanding........................              0                  0
  Common stock, $.01 par value, 300,000,000 shares
     authorized; 10,000,000 and 30,252,500 shares issued and
     outstanding at December 31, 1999 and June 30, 2000,
     respectively...........................................        100,000            302,525
  Unearned stock grant compensation.........................              0           (125,525)
  Additional paid-in capital................................      4,686,087          4,686,087
  Deficit accumulated during development stage..............       (650,469)        (5,004,954)
                                                                 ----------        -----------
     Total stockholders' equity.............................      4,185,618            (91,867)
                                                                 ----------        -----------
     Total liabilities and stockholders' equity.............     $4,667,910        $ 5,042,663
                                                                 ==========        ===========
</TABLE>

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                                MD2PATIENT, INC.

                       CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                              THREE MONTHS     SIX MONTHS
                                                                  ENDED           ENDED
                                                              JUNE 30, 2000   JUNE 30, 2000
                                                              -------------   -------------
                                                               (UNAUDITED)     (UNAUDITED)
<S>                                                           <C>             <C>

REVENUE.....................................................   $    88,000     $    88,000

OPERATING EXPENSES:

  Selling, general and administrative.......................    (3,000,571)     (4,470,435)
                                                               -----------     -----------

  Loss from operations......................................    (2,912,571)     (4,382,435)

  Interest income...........................................         7,924          32,950

  Interest Expense..........................................        (5,000)         (5,000)

     Net loss...............................................   $(2,909,647)    $(4,354,485)
                                                               ===========     ===========

Basic and diluted net loss per share........................   $     (0.11)    $     (0.18)
                                                               ===========     ===========

Basic and diluted weighted average shares outstanding.......    26,376,676      24,815,069
                                                               ===========     ===========
</TABLE>

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                                MD2PATIENT, INC.

                       CONDENSED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                               SIX MONTHS
                                                                  ENDED
                                                              JUNE 30, 2000
                                                              -------------
                                                               (UNAUDITED)
<S>                                                           <C>

CASH FLOWS USED BY OPERATING ACTIVITIES:
  Net loss..................................................   $(4,354,485)
  Adjustments to reconcile net loss to net cash used in
     operating activities:
     Depreciation and amortization..........................        45,000
     Stock grant compensation...............................        41,000
     Change in assets and liabilities:
       Prepaid and other....................................        (2,725)
       Accounts payable and accrued expenses................     1,783,708
       Deferred subscription fees...........................       818,530
                                                               -----------

          Net cash used in operating activities.............    (1,668,972)

CASH FLOWS USED BY INVESTING ACTIVITIES:
  Capital expenditures......................................    (2,455,351)
                                                               -----------
          Net cash used in investing activities.............    (2,455,351)
                                                               -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Deferred offering costs...................................      (590,899)
  Proceeds from promissory notes payable....................     2,050,000
                                                               -----------
          Net cash provided by financing activities.........     1,459,101
                                                               -----------
          Net decrease in cash..............................    (2,665,222)
                                                               -----------

  Cash, beginning of period.................................     4,025,058
                                                               -----------

  Cash, end of period.......................................   $ 1,359,836
                                                               ===========
</TABLE>

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                                MD2PATIENT, INC.

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

1. ORGANIZATION AND NATURE OF BUSINESS

MD2patient, Inc. ("the Company") is a Georgia corporation which was incorporated
and capitalized by Heritage Group LLC ("Heritage") in July 1999 under the name
of MDpathways, Inc. The Company changed its name to MD2patient, Inc. in December
1999. The Company is developing a web site to provide access to selected on-line
healthcare content and services and to develop web pages for its physician
subscribers.

MD2patient, Inc. is in the development stage as its operations principally
involve the building of its web site infrastructure, market analysis, capital
raising and other business planning activities. Only $88,000 of revenue has been
generated. Since MD2patient, Inc. is in the development stage, the accompanying
financial statements should not be regarded as typical for normal operating
periods.

2. BASIS OF PRESENTATION

The condensed financial statements included herein are unaudited and reflect all
adjustments, consisting only of normal recurring adjustments, which in the
opinion of management are necessary to fairly state the Company's financial
position, results of operations and cash flows for the periods presented. These
financial statements should be read in conjunction with the Company's financial
statements and notes thereto for the year ended December 31, 1999, which are
contained in the Company's Registration Statement filed on Form S-1 with the
Securities and Exchange Commission (File No. 333-91619). The results of
operations for the three-month and six-month periods ended June 30, 2000, are
not necessarily indicative of results that may be expected for any other interim
period or for the full fiscal year.

3. NET LOSS PER SHARE

Basic net loss per share is computed by dividing the net loss available to
common shareholders for the period by the weighted average number of common
shares outstanding during the period. Diluted loss per share is computed by
dividing the net loss for the period by the weighted average number of common
and common equivalent shares outstanding during the period. Common equivalent
shares, composed of incremental common shares issuable upon an assumed
conversion of outstanding Series B Convertible Preferred Stock and an assumed
exercise of outstanding Warrants, are included in diluted net loss per share
only when these shares are dilutive. The total number of shares excluded from
the calculations of dilutive loss per share was 6,000,000 at June 30, 2000.

4. EMPLOYMENT AGREEMENTS

The Company has entered into employment agreements with six executive officers.
The agreements generally continue until terminated with notice by the Company or
the executive, and provide for severance payments under certain circumstances.
The agreements include a covenant not to compete with the Company, which extends
for a period of one year after termination. As of June 30, 2000, if all
employees under contract were to be terminated without good cause (as defined)
under these contracts, the Company's liability would be approximately
$1,125,000.

5. 2000 LONG-TERM INCENTIVE PLAN

Effective January 13, 2000, the Board of Directors and shareholders approved the
2000 Long-term Incentive Plan which provides for the grant of nonqualified and
incentive stock options, stock appreciation rights, performance shares,
restricted stock and other stock-based awards. There are 10,000,000 shares
available under this plan for future grants at June 30, 2000. Under the
provisions of the 2000 plan, incentive stock options are to be granted at an
exercise price of not less than fair market value of our Common Stock on the

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date of grant, and nonqualified stock options are to be granted at an exercise
price not less than 85% of the fair market value of our Common Stock on the date
of grant. To date no grants have been made under this plan.

6. RESTRICTED STOCK GRANTS

During 2000, the Company granted 16,055,000 restricted shares of common stock to
certain of its employees and directors. Shares were awarded in the name of the
employee, who has all rights of a shareholder, subject to certain restrictions
on transferability and a risk of forfeiture. The forfeiture provisions expire
monthly, over a period not to exceed five years. Restricted shares subject to
forfeiture provisions have been recorded as unearned stock grant compensation
totaling $160,550 in stockholders' equity and, accordingly, $35,025 has been
recognized as compensation expense for the six months ending June 30, 2000.

7. STOCK GRANTS

During February 2000, the Company granted 597,500 shares of common stock to
seven individuals who had been instrumental in the Company's initial start-up
activities during 1999. The Company recorded $5,975 of compensation expense
related to these grants.

During June 2000, the Company issued 3,600,000 shares of common stock to
Heritage Health Systems, Inc. ("HHS") pursuant to an Internet Services Agreement
entered into between HHS and the Company. HHS provides various management and
administrative services to independent physician associations. Pursuant to the
terms of the agreement, we will have the opportunity to provide consulting and
Internet-related services to HHS. HHS has agreed to exclusively endorse and
recommend our services to its affiliated independent physician associations and
to their physician members. Based on these introductions, we will attempt to
establish relationships with various independent physician associations
involving joint ownership of entities that will provide Internet services to the
associations. We recorded $36,000 of consulting expense in connection with this
issuance.

8. PROMISSORY NOTES PAYABLE

During June 2000, the Company borrowed $2,050,000 pursuant to promissory notes
that bear interest at an annual rate of 12% and mature on June 19, 2001. The
Company subsequently borrowed an additional $200,000 on the same terms and
conditions. The Company may pre-pay the promissory notes at any time without
penalty. A total of $1,600,000 of these promissory notes were issued to
directors, executive officers, family members of an executive officer and
employees of the Company, including: $200,000 to Rock A. Morphis (Chairman),
$200,000 to Joseph B. Crace (President, Chief Executive Officer and Director),
$200,000 to Mr. Crace's parents, R. Joseph and Rita H. Crace; $200,000 to Mr.
Crace's brother, Robert K. Crace; $200,000 to Albert Rodewald (Executive Vice
President, Chief Technology Officer and Director); $100,000 to John E. Blount
(Executive Vice President and Director) and $200,000 to James G. Petway, Jr.
(Executive Vice President and Chief Financial Officer).

                                        5
<PAGE>   8

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                   OPERATIONS

FORWARD-LOOKING STATEMENTS

     The following discussion of the financial condition and results of
operation should be read in conjunction with our condensed financial statements
and related notes thereto included elsewhere in this report. This document
contains certain forward-looking statements that involve risks and
uncertainties, such as statements of our plans, objectives, expectations and
intentions. When used in this document, the words "expects," "anticipates,"
"intends," "believes," and "plans" and similar expressions are intended to
identify certain of these forward-looking statements. The cautionary statements
made in this document should be read as being applicable to all related
forward-looking statements wherever they appear in this document. Our actual
results could differ materially from those discussed in this document. We do not
intend to update any of the forward-looking statements after the date of this
filing on Form 10-Q to conform these statements to actual results. Factors that
could cause or contribute to such differences include those discussed below, as
well as those discussed in our registration statement filed on Form S-1 (File
No. 333-91619) in connection with our ongoing public offering.

OVERVIEW

     We are a development stage company recently formed to develop and operate a
web site to provide access to selected on-line healthcare content and services
to our physician subscribers and their patients. We completed the initial
development and launch of our web site during April 2000, and have begun to
offer limited Internet services.

ANTICIPATED SOURCES OF REVENUE

     Our web site became operational during April 2000. We anticipate that we
will generate revenue primarily from the following sources:

     - Fees paid by physician subscribers;

     - Fees paid by web vendors in connection with installing and managing
       content and services on or through our site;

     - Advertising revenue from businesses desiring to access our physician
       subscribers and their patients;

     - Fees paid by vendors in connection with business-to-business e-commerce
       transactions generated through our site;

     - Fees paid by vendors in connection with business-to-consumer e-commerce
       transactions generated through our site; and

     - Fees paid by pharmaceutical research and drug manufacturing companies in
       connection with medical research and/or participation in on-line clinical
       drug trials.

     Physician Subscriptions.  We plan to build and to retain a physician
subscriber base by offering an evolving array of content and services selected
by our physician specialty panels. Subscriptions will be sold for three years of
service to be paid in a single lump sum of $1,000 or three annual installments
of $400. As of June 30, 2000, we had 1,745 physician subscribers, of which 139
received free subscriptions in connection with their purchase of shares of
Series A Convertible Preferred Stock in our November 1999 private placement.

     Web Vendors.  For an ongoing fee plus participation in revenues generated
from traffic originating from our site, we anticipate entering into agreements
with vendors to install and manage selected healthcare content and services on
or through our site with links to their site. Such content and services will
have been reviewed and selected by our physician specialty panels for inclusion
on or through our site. As of August 14, 2000, we

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<PAGE>   9

had entered into one agreement with a vendor, Healthwise, Incorporated, to
provide content for our site. However, our agreement with Healthwise requires us
to pay Healthwise a license fee for the use of their content and does not
provide for any fees or other revenues payable to us.

     Advertising.  The key factors in attracting advertising revenue is the size
of our physician subscriber base, our ability to capture demographic information
valuable to advertisers, and the frequency with which our web site is accessed.
In connection with the development of our web site, we are also developing the
databases necessary to capture and present the information that we believe will
be particularly valuable to advertisers. As of August 14, 2000, we have not
entered into any relationships or agreements with advertisers.

     Business-to-Business e-commerce Transactions.  In connection with the
development of our web site, we plan to offer our physician subscribers and
their practice staffs content and services that will assist them in the
day-to-day management and operation of their practices. We believe this category
of services will allow us to generate additional revenues from
business-to-business e-commerce transactions originating from our site and
enhance our ability to improve the efficiency of our physician subscribers'
practices. Some of the services offered through our site will be targeted to all
physicians, while other services will be targeted to specific medical
specialties. As of August 14, 2000, we have not generated any revenues from
business-to-business e-commerce transactions.

     Business-to-Consumer e-Commerce Transactions.  We believe our physician
subscribers will include a large number of affluent consumers with significant
disposable income which will be attractive to vendors. We will attempt to secure
relationships with selected vendors that desire to offer consumer products and
services to our physician subscribers through our site. We believe we will be
able to structure these relationships in a manner that will allow us to charge
access fees and otherwise participate in the revenues generated from such
transactions. As of August 14, 2000, we have not entered into any relationships
with vendors that provide for access fees or other revenues based on the sale of
consumer products or services.

     We also believe that the patients of our physician subscribers will
represent a consumer base that will be attractive to vendors of consumer
healthcare products and services. Accordingly, we will seek to generate
additional revenue by charging access fees and/or a percentage of the revenues
generated by transactions between vendors and patients that occur through our
site; however, no such relationships have been entered into to date.

     Medical Research and Clinical Drug Trials.  We plan to promote our
physician subscriber base to pharmaceutical research and drug manufacturing
companies interested in enrolling physicians in on-line surveys and clinical
drug trials. If we are successful in these efforts, we believe participating
companies will pay us a fee for information generated from our database, access
to our subscribing physicians and advertisements of their surveys and drug
trials on our web site. As of August 14, 2000, we have not entered into any
agreements with pharmaceutical research or drug manufacturing companies.

CURRENT AND ANTICIPATED FINANCIAL COMMITMENTS

     Beginning in late March 2000, we accelerated our efforts to implement our
business plan and our associated spending. Arthur Andersen LLP continued to
assist us in developing our technical infrastructure and web site through June
30, 2000. However, beginning in July we hired several information technology
personnel and brought virtually all programming and maintenance functions
in-house.

     As of August 14, 2000, we employed 58 persons, including senior personnel
who supervise operations, content management and information services. We also
anticipate a need in the near future to hire additional personnel, especially in
the area of field operations to service our physician subscribers and their
offices.

     As a result of these activities, we anticipate incurring substantial
additional costs and expenses related to the continued development of our web
site and the hiring of qualified personnel. Future costs and expenses will

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<PAGE>   10

include sales and marketing expenses incurred to attract physician subscribers
to our web services, ongoing technology costs to enhance the content and
services available to our physician subscribers and their patients, and costs
associated with field operations which service our physicians and their offices.

LIQUIDITY AND CAPITAL RESOURCES

     During 1999, we raised $5,000,000 through a private placement of 5,000,000
shares of our Series A Convertible Preferred Stock and warrants. We also raised
$100,000 through the private placement of Common Stock to Heritage Group, LLC.
As of June 30, 2000, our principal commitments consisted of our agreements with
Arthur Andersen, our web site consultant, payroll, and the costs and expenses
incurred in connection with the private placement and our ongoing public
offering registered on Form S-1 (File No. 333-91619). Our web site presently
includes physician web pages, which allow patients access to information related
to individual physician practices. The web site also makes limited content and
services available to our physician subscribers, including the development of
customized web pages and links to medical societies and various clinical
information databases.

     Since the commencement of our ongoing public offering, we have accelerated
the implementation of our business plan by, among other things, expanding our
technical and sales infrastructure which has resulted in an increase in the
general and administrative expenses associated with operating our business.
Concurrently, it has taken substantially longer than we anticipated to raise the
$5,000,000 minimum net proceeds necessary to effect the initial closing of our
ongoing public offering of Series B Convertible Preferred Stock. As of June 30,
2000, our primary source of liquidity was the $1.39 million of cash and cash
equivalents on hand. We do not have a bank credit facility. Accordingly, since
June 2000, we have borrowed $2,250,000 to meet our working capital needs
principally from executive officers and directors of the Company. These loans
are evidenced by promissory notes that bear interest at an annual rate of 12%
and mature on June 19, 2001. Absent a significant reduction in our recurring
operating expenses, we will require additional funding to meet current
liabilities. If we are successful in selling at least the minimum number of
shares of Series B Convertible Preferred Stock available in our public offering,
we believe we will have sufficient capital to meet current liabilities; however,
without a reduction in operating expenses, we believe we will still need
additional capital to meet our anticipated long-term working capital
requirements.

     We expect a significant deployment of cash during the remainder of the
calendar year as we continue to implement our business plan and procure the
content and services to be provided to our physician subscribers. We are
actively pursuing other sources of new cash financing, including the possibility
of creating a new series of preferred stock to be issued to institutional
investors in connection with a convertible debt or equity investment in the
Company. Additionally, we are exploring other strategic alternatives that may
include a joint venture or strategic alliance with other parties. If additional
funds are raised through the issuance of equity or convertible debt securities,
these securities may have rights, preferences or privileges that are superior to
those of the shares available in our public offering and may result in
substantial dilution to existing shareholders. Furthermore, there can be no
assurance that additional financing will be available when needed or that if
available, such financing will include terms favorable to the Company or our
shareholders. If such financing is not available when required or is not
available on acceptable terms, we may be unable to develop or enhance our
products and services, take advantage of business opportunities, respond to
competitive pressures, or meet operating obligations, any of which could have a
material adverse affect on our business, financial condition and results of
operations.

     Cash used in operating activities for the three months ended June 30, 2000
was $1,670,000. The cash used in operating activities was attributable to
funding net operating losses offset by non-cash charges for amortization of
deferred stock compensation, depreciation and amortization. These amounts were
further offset by increases in deferred subscription fees, accounts payable and
accrued expenses. Cash used in investing activities for the six months ended
June 30, 2000 was $2,460,000. The cash used in investing activities was
attributable to capital expenditures. Cash provided by financing activities for
the six months ended June 30, 2000 was $1,460,000, which was attributable to the
proceeds from promissory notes offset by deferred offering costs incurred.

                                        8
<PAGE>   11

     Our losses from inception to June 30, 2000 total $5,004,954, consisting
principally of costs incurred in the form of direct expenses primarily
consisting of payroll, legal and consulting fees. These costs relate to the
development of our web site, sales and marketing expenses incurred to attract
physician subscribers, and our capital-raising activities to date.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     None.

                                        9
<PAGE>   12

                          PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

     None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

(D) USE OF PROCEEDS

     The effective date of our first registration statement, filed on Form S-1
under the Securities Act of 1933, as amended (File No. 333-91619), and relating
to the initial public offering of (i) Series B Convertible Preferred Stock, (ii)
Series A Convertible Preferred Stock, and (iii) Warrants to purchase Series A
Convertible Preferred Stock, was April 5, 2000. The following securities may be
sold pursuant to the registration statement: (a) a minimum of 5,000,000 shares
of Series B Convertible Preferred Stock and a maximum of 34,000,000 shares of
Series B Convertible Preferred Stock, (b) a maximum of 6,000,000 shares of
Series A Convertible Preferred Stock (including the shares for which the
Warrants are exercisable), and (c) Warrants to purchase a maximum of 4,000,000
shares of Series A Convertible Preferred Stock. All payments for the shares and
Warrants are being deposited into an escrow account at SunTrust Bank until we
receive payments for at least 5,000,000 shares of Series B Convertible Preferred
Stock. If we do not receive payments for at least 5,000,000 shares of Series B
Convertible Preferred Stock by December 31, 2000, we will terminate the offering
and promptly return all payments plus interest, if any.

     The offering commenced on April 7, 2000 and has not been terminated. We
have engaged W. R. Hambrecht & Company, LLC to assist in the sale of shares and
Warrants in the offering. The minimum aggregate offering price for the Series B
Convertible Preferred Stock is $5,000,000 and the maximum aggregate offering
price for the Series B Convertible Preferred Stock is $34,000,000. The aggregate
offering price for the Series A Convertible Preferred Shares and Warrants to
purchase shares of Series A Convertible Preferred Stock is $6,000,000 (including
the exercise price of the Warrants). None of the shares of Series B Convertible
Preferred Stock, Series A Convertible Preferred Stock or Warrants have been sold
to date and, therefore, we have not yet received any offering proceeds.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

     None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.

ITEM 5.  OTHER INFORMATION.

     None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(A) EXHIBITS

     Exhibit 27   Financial Data Schedule

(B) REPORTS ON FORM 8-K

     None.

                                       10
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                                   SIGNATURES

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

                                          MD2PATIENT, INC.

                                                  /s/ JOSEPH B. CRACE
                                          --------------------------------------
                                                     Joseph B. Crace
                                          President and Chief Executive Officer

                                               /s/ JAMES G. PETWAY, JR.
                                          --------------------------------------
                                                   James G. Petway, Jr.
                                            Executive Vice President and Chief
                                                    Financial Officer

August 14, 2000

                                       11
<PAGE>   14

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NUMBER   DESCRIPTION OF EXHIBITS
--------------   -----------------------
<S>              <C>
Exhibit 27       Financial Data Schedule
</TABLE>


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