U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
FORM 10-SB12G
UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
DrGoodTeeth.com
(Name of Small Business Issuer in its charter)
Nevada 88-0451554
(State of incorporation) (I.R.S. Employer Identification No.)
Times Square Bldg., Suite 11-4, 246 Sukhumvit Road
Klongtoey 10110 Bangkok, Thailand
(Address of principal executive offices)(Zip Code)
Issuer's Telephone Number (212) 386-5695
Securities to be registered pursuant to 12(b) of the Act: NONE
Securities to be registered pursuant to 12(g) of the Act:
COMMON STOCK $.001 PAR VALUE
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
PART I
ITEM 1. DESCRIPTION OF BUSINESS
General
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DrGoodTeeth.com, (the "Company") was incorporated in the State of
Nevada on February 15, 2000. The Company was formed to engage in the business
of operating an online dental resource website. The Company has raised a
total of $100,000 in a public offering pursuant to an exemption provided by
Rule 504 of Regulation D, promulgated under the Securities Act of 1933, as
amended. The offering was approved for sale by the Nevada Secretary of State
Securities Division on June 30, 2000.
The Company operates DrGoodTeeth.com, an Internet-based consumer dental
network. The network consists of a consumer-focused interactive website,
which provides users with comprehensive dental related information and
services. The website, www.DrGoodTeeth.com, is a dental resource which
integrates dynamic dental related content, an interactive community and
tools. The Company's objective is to establish the DrGoodTeeth.com network
as one of the most trusted and comprehensive sources of consumer dental-
related information and services on the Internet.
The Company's network will provide consumers with a variety of dental-related
content, including information on all disciplines of dentistry, definitions,
conditions, links to suppliers and educational facilities and current news
articles. The customer support group/chat room will allow users to share
experiences with others who face, or have faced, similar dental conditions,
leveraging the aggregate community to benefit each member. The website will
also provide interactive tools that permit users to personalize their
DrGoodTeeth.com experience and is currently developing additional features to
expand the functionality of the website based on user feedback.
The Company believes consumers are highly motivated in their need to find
accurate information on dental-related issues and to act on that need. The
Company's goal is to develop DrGoodTeeth as a trusted brand name that
consumers will turn to for their dental-related questions and information.
The Company's business model is geared primarily to earn advertising and
subscription revenues from advertisers, merchants, manufacturers and
healthcare organizations who desire to reach a highly targeted community
of healthcare consumers on the Internet.
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Industry Overview
-----------------
The Internet has become an important alternative to traditional media,
enabling millions of consumers to seek information, communicate with one
another and execute commercial transactions electronically.
According to recent Internet statistics, the number of worldwide web users is
expected to grow from approximately 100 million in 1998 to approximately
320 million by 2002. The Internet is distinct from traditional media in that
it offers real-time access to dynamic and interactive content and
instantaneous communication among users. These characteristics, combined
with the fast growth of Internet users and usage, have created a powerful,
rapidly expanding direct marketing and sales channel. Advertisers can
target very specific demographic groups, measure the effectiveness of
advertising campaigns and revise them in response to real-time feedback.
Similarly, the Internet offers on-line merchants the ability to reach a vast
audience and operate with lower costs and greater scale economies, while
offering consumers greater selections, lower prices and heightened
convenience, compared to conventional retailing.
Portals, such as AOL, Excite, the Go Network, Lycos, MSN and Yahoo, have
established themselves as leading pathways for a broad variety of
information. Users are augmenting these portals with subject-specific
vertical portals, which are becoming one of the fastest growing segments of
the Internet. These vertical portals are using brand awareness driven by
high quality topical content and significant market resources to establish
themselves as destinations for highly concentrated groups of users.
In addition, on-line communities have emerged that allow users with similar
interests to engage in interactive activities. Until recently, use of the
Internet consisted mainly of users seeking one-way, static information on
topics of interest to them. Technologies have recently been developed which
allow users greater flexibility to create and personalize content,
communicate with users having similar interests and engage in other
interactive activities. The Company believes that on-line communities are
interested in dental-related issues, since medical information is often
complex and users value communication with peers who face, or have faced, the
same conditions or situations, giving them firsthand information about the
experience.
Business Strategy
-----------------
The Company's objective is to establish the DrGoodTeeth.com network as one of
the most trusted and comprehensive source of consumer dental-related
information and services on the Internet. The Company's business strategy
incorporates the following key elements:
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Establish the DrGoodTeeth.com Brand:
The Company is working to establish a strong brand with which consumers will
associate trustworthiness and credibility. The Company intends to allocate
significant resources to further develop and build brand recognition through
on-line advertising, general advertising, strategic alliances and other
marketing initiatives.
Provide Consumers with Dental Related Content of High Quality:
The Company intends to provide its users with high quality dental-related
content, including information on all disciplines of dentistry, definitions,
conditions, links to suppliers and educational facilities and current news
articles. The Company's strategy is to integrate detailed, dynamic dental-
related information on a wide variety of subjects with a relevant interactive
community and tools. The Company believes that the quality of its dental
resources will be a competitive advantage that will enable it to attract
users to its website, promote user loyalty and increase page views per visit.
Provide Consumers with Unique Features and Tools:
The Company's website is being designed to provide easy access to innovative
features and tools. The Company intends to continue to design and add useful
tools to its website to enable its users to personalize their on-line
experience. The Company believes its tools and features will continue to
encourage users to visit its website frequently and increase the likelihood
of users selecting DrGoodTeeth.com as their preferred website for dental
related information and issues.
Provide an Attractive Advertising Site:
The Company believes its ability to target specific dentistry-related users,
combined with the interactive nature of its website and the demographic
characteristics of its users will be attractive to pharmaceutical, healthcare
and other companies that advertise on the Internet. By identifying users
interested in dental-related topics, the Company believes it can deliver
advertising in a highly targeted manner, possibly resulting in higher
advertising revenues to the Company.
DrGoodTeeth.com Website
-----------------------
Dental Information. The Company's main goal is to provide consumer-focused
dental-related information to the health-conscious public and individuals
with a specific dental-related condition, all at a level and in language the
average consumer can understand. The website currently provides a variety of
dental-related content, including information on all disciplines of
dentistry, definitions, conditions, links to suppliers and educational
facilities, along with current dental-related news articles.
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The Company expects that competitive factors will create a continuing need to
improve and add to its online dental health care content. Accordingly, the
Company intends to continue to seek additional sources for information to
expand the breadth of its content offerings.
Interactive Community. The Company's website will offer an interactive
community in the form of a chat support group. This community is being
developed to provide users with a mechanism to interact with others
experiencing, or who have experienced, similar dental conditions. The
Company believes the chat support group will enable its users to gain
valuable insight, practical knowledge and support with regard to their health
concerns, which will supplement their interaction with their dentists and
physicians.
The Company believes its support groups will be distinct from other support
rooms because DrGoodTeeth.com offers access to information and news relevant
to the support topic on the corresponding web page.
Tools. The Company plans to provide interactive tools and other features
that will allow its regular users to personalize their DrGoodTeeth.com
experience and better manage the dental-related information available on the
Company's network. The Company has designed its tools and features to draw
and retain regular, repeat users. Examples of some of the tools the Company
intends to develop include:
* a tooth fairy reminder service that will notify users by email when they
have a dental appointment;
* a board of advisors that consists of specialists from all disciplines of
dentistry that will answer any questions that are asked of them;
* a free email service for regular users;
* e-cards with dental related themes that can be sent to friends by the user;
and
* a worldwide job board for dentists and dental health care professionals
seeking employment and dental clinics or hospitals seeking dental
practitioners.
Revenue Model
-------------
The healthcare industry spends billions of dollars every year to market
products and services to consumers. Jupiter Communications projects that the
on-line health advertising segment will grow from $12.3 million in 1998 to
$265 million in 2002. The Company believes that health portals and other
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vertically focused websites are uniquely positioned to attract a significant
share of these advertising expenditures. By identifying users interested in
dental-related topics, the Company believes it can sell advertising in a
highly targeted manner, thereby commanding a higher advertising rate.
Merchants can purchase advertising on the DrGoodTeeth.com website in two
ways. Banner advertising is generally sold based on the number of
impressions received by the advertisement and its position on the website.
This type of advertising frequently encourages the user to move to other web
pages which describe the advertiser's product and solicit a direct response
from the user. Sponsorships are contracts that typically grant advertisers
rights to promote their products on a specific portion of the website.
Sponsorwhips are designed to support broad marketing objectives, including
brand awareness, product introudctions, research and transactions, generally
on an exclusive basis. Accordingly, sponsorships are sold based on their
duration, the portion of the wesite sponsored and the number of impressions
delivered.
Marketing
---------
Media purchasing is a significant component to the brand awareness and
customer acquisition strategy for DrGoodTeeth.com. The Company believes that
click-through banner advertising has been the accepted means to drive traffic
across the Internet for several years. The Company must continue to promote
DrGoodTeeth.com to the mass Internet audience through banner advertising in
order to attract first time users. The Company also intends to pursue
general advertising through conventional media.
Competition
-----------
A large number of Internet companies compete for users, advertisers, and
other sources of on-line revenue. The number of Internet websites offering
users dental-related content and services is vast, and increasing at a rapid
rate. In addition, traditional media and dental related providers compete
for consumers' attention both through traditional means, as well as through
new Internet initiatives. The Company believes competition for dental
consumers will continue to increase as the Internet grows as a communication
and commercial advertising medium.
The Company competes directly for users, advertisers, e-commerce merchants
and other affiliates with numerous Internet and non-Internet businesses,
including:
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* dental related on-line services or websites targeted at consumers, such as
ddsnet.com, dentalcare.com, dentalsite.com, dentalxchange.com, and
siamdental.com;
* on-line and Internet portal companies, such as America Online, Inc.;
Microsoft Network; Yahoo, Inc.; Excite, Inc.; Lycos Corporation and Infoseek
Corporation;
* hospitals, dental clinics and other dental providers, which offer dental-
related information through the Internet.
The Company believes that competition in the dental information industry is
based primarily on:
* the quality and market acceptance of dental related content;
* brand recognition; and
* the quality and market acceptance of new enhancements to currently
available content, features and tools.
To be competitive, the Company must respond promptly and effectively to the
challenges of technological change, evolving standards and competitors'
innovations by continuing to enhance its content and services, as well as its
sales and marketing channels. An increase in competition will make it more
difficult for the Company to gain market share or force the Company to charge
lower prices, either of which could adversely affect its business and/or
revenues. Competition is likely to increase significantly as new companies
enter the market and current competitors expand their services.
Government Regulation
---------------------
General. There are an increasing number of laws and regulations pertaining
to the Internet. In addition, a number of legislative and regulatory
proposals are under consideration by federal, state, local and foreign
governments and agencies. Laws or regulations may be adopted with respect to
the Internet relating to liability for information retrieved from or
transmitted over the Internet, on-line content regulation, user privacy,
taxation and quality of products and services. Moreover, it may take years
to determine whether and how existing laws governing issues such as
intellectual property ownership and infringement, privacy, libel, copyright,
trade mark, trade secret, obscenity, personal privacy, taxation, regulation
of professional services, regulation of medical devices and the regulation of
the sale of other specified goods and services apply to the Internet and
Internet advertising. The requirement that the Company comply with any new
legislation or regulation, or any unanticipated application or
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interpretation of existing laws, may decrease the growth in the use of the
Internet, which could in turn decrease the demand for the Company's service,
increase its cost of doing business, or otherwise have a material adverse
effect on the Company's business, results of operations and/or financial
condition.
On-line Content Regulations. Several federal and state statutes prohibit the
transmission of indecent, obscene or offensive content over the Internet to
certain persons. The enforcement of these statutes and initiatives, and any
future enforcement activities, statutes and initiatives, may result in
limitations on the type of content and advertisements available on the
Company's DrGoodTeeth.com website. Legislation regulating online content
could slow the growth in use of the Internet generally and decrease the
acceptance of the Internet as an advertising and e-commerce medium, which
could have a material adverse effect on the Company's ability to generate
revenues.
Privacy Concerns. The Federal Trade Commission is considering adopting
regulations regarding the collection and use of personal identifying
information obtained from individuals when accessing websites, with
particular emphasis on access by minors. Such regulations may include
requirements that companies establish certain procedures to, among other
things:
* give adequate notice to consumers regarding information collection and
disclosure practices;
* provide consumers with the ability to have personal identifying information
deleted from a company's database;
* provide consumers with access to their personal information and with the
ability to rectify inaccurate information;
* clearly identify affiliations or a lack thereof with third parties that may
collect information or sponsor activities on a company's website; and
* obtain express parental consent prior to collecting and using personal
identifying information obtained from children under 13 years of age.
Such regulation may also include enforcement and redress provisions.
Moreover, even in the absence of such regulations, the FTC has begun
investigations into the privacy practices of companies that collect
information on the Internet. One such investigation has resulted in a
consent decree pursuant to which an Internet company agreed to establish
programs to implement the principles noted above. Any such developments
could have a material adverse effect on the Company's business, results of
operations and/or financial condition.
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The European Union has adopted a directive that imposes restrictions on the
collection and use of personal data. Under this EU directive, EU citizens
are guaranteed certain rights, including the right of access to their data,
the right to know where the data originated, the right to have inaccurate
data rectified, the right to recourse in the event of unlawful processing and
the right to withhold permission to use their data for direct marketing. The
EU directive could, among other things, affect U.S. companies that collect
information over the Internet from individuals in EU member countries, and
may impose restrictions that are more stringent than current Internet privacy
standards in the United States. In particular, companies with offices
located in EU countries will not be allowed to send personal information to
countries that do not maintain adequate standards of privacy. The EU
directive does not, however, define what standards of privacy are adequate.
As a result, there can be no assurance that the EU directive will not
adversely affect the activities such as DrGoodTeeth.com that engage in data
collection from users in EU member countries.
Data Protection. Legislative proposals have been made by the U.S. federal
government that would afford broader protection to owners of databases of
information, such as stock quotes and sports scores. Such protection already
exists in the EU. If enacted, this legislation could result in an increase
in the price of services that provide data to websites. In addition, such
legislation could create potential liability for unauthorized use of such
data.
FDA Regulation of Medical Devices. Some computer applications and software
are considered medical devices and are subject to regulation by the United
States Food and Drug Administration. The Company does not believe that its
intended applications or services will be regulated by the FDA; however,
DrGoodTeeth.com's applications and services may become subject to FDA
regulation. Additionally, the Company may expand its application and service
offerings into areas that may subject the Company to FDA regulation. The
Company has had no experience in complying with FDA regulations. The Company
believes complying with FDA regulations would be time consuming, burdensome
and epensive and could delay or prevent its introduction of new applications
or services.
Regulation of the Practice of Medicine and Pharmacology. The practice of
medicine requires licensing under applicable state law. The Company has
endeavored to structure its website to avoid violation of state licensing
requirements. For example, DrGoodTeeth.com will include notices where the
Company deems appropriate, advising its users that the data provided on the
DrGoodTeeth.com network is not a substitute for consultation with their
dentist or personal physician. However, the application of this area of the
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law to Internet services such as DrGoodTeeth.com is novel and, accordingly, a
state regulatory authority may, at some point, allege that some portion of the
Company's business violates these statutes.
Jurisdiction. Due to the global reach of the Internet, it is possible that,
although the Company's transmissions over the Internet originate primarily in
the State of California, the governments of other states and foreign
countries might attempt to regulate Internet activity and transmission, or
take action against the Company for violations of certain laws. There can be
no assurance that violations of such laws will not be alleged or charged by
state or foreign governments and that such laws will not be modified, or new
laws enacted in the future. Any of the foregoing could have a material
adverse effect on the Company's business, results of operations and/or
financial condition.
The Company has obtained all governmental licenses, registrations, permits
and approvals necessary for the operation of its website. However, there can
be no assurance that it would be able to obtain any new licenses,
registrations, permits and/or approvals that may be required in the future in
connection with any expansion, or that existing ones will not be suspended or
revoked.
Office Facilities
-----------------
The Company's business offices are located at Times Square Building, Suite
11-4, 246 Sukhumvit Road, Klongtoey 10110 Bangkok Thailand, which it leases
on a month-to-month basis at competitive market rates. The Company also
maintains a mailing address and answering service in New York located at
152 Madison Ave., Suite 1104-665, New York, New York 10016, for which it pay
a competitive monthly rate.
Employees
---------
At the present time, the Company has no employees other than its officers
and directors, who are not paid for their services, and devote their time as
needed to the Company's business.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operation
-----------------
The Company expects its current cash in the bank, in addition to the
revenues it expects to derive from advertisers on its website to satisfy its
cash requirements for business operations for at least the next 12 months
without having to raise additional funds or seek bank loans.
As of July 24, 2000, the Company had not yet expended any significant amount
of money for research and development, however, it has entered into a verbal
agreement with an unrelated third party website developer to design and
publish the DrGoodTeeth.com website for a total of $10,000, to be paid when
upon completion of the website. This amount is accounted for as an accounts
payable in the Company's audited financial statements included herein. During
the next 12 months, the Company intends to continue to develop and improve
its website and services and projects it will spend approximately $10,000 on
research and development.
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During the next 12 months, the Company does not intend to purchase any
significant property or equipment.
Results of Operations
---------------------
From inception to the period ended July 24, 2000, the Company has had no
revenues and incurred net operating losses of $799 U.S., all of which
comprised operating expenses.
Net cash provided by financing activities for the period from inception to
July 24, 2000, was $105,000 U.S.
The ability of the Company to continue as a going concern is dependent on its
ability to generate revenues or raise funds through sale of its equity
securities for use in administrative, marketing, research and development
activities.
ITEM 3. DESCRIPTION OF PROPERTY
The Company does not currently own any property other than its proprietary
website, software and domain name.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the Company's
Common Stock beneficially owned at July 24, 2000, for (i) each shareholder
known by the Company to be the beneficial owner of five (5%) percent or more
of the Company's outstanding Common Stock, (ii) each of the Company's
executive officers and directors, and (iii) all executive officers and
directors as a group. At July 24, 2000, there were 4,000,000 shares of the
Company's Common Stock issued and outstanding.
<TABLE><CAPTION>
<S> <C> <C>
Name and Address Amount and Nature of
of Beneficial Beneficial Percent Of
Owner (1) Ownership (2) Class
---------------- --------------------- ----------
Dr. Anchana Chayawatana 1,000,000 25%
295/42 Ngarmwongwan 23 Road
Nonthaburi 11000 Thailand
Lt. Dr. Somdul Manpiankarn 500,000 12.5%
237/466 Soi Saitong, Tiwanon Rd.
Nonthaburi 11000 Thailand
Dr. Bancha Luangaram 500,000 12.5%
240/28 Charansanitwong Rd.
Bangkoknoi, Bangkok 10700 Thailand
------------------------------------
All Officers/Directors as a Group 2,000,000 50%
</TABLE>
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(1) The persons named above, who are the only officers, directors and
principal shareholders of the Company, may be deemed to be "parents" and
"promoters" of the Company, within the meaning of such terms under the
Securities Act of 1933, by virtue of their direct holdings in the Company.
These persons are the only "promoters" of the Company.
(2) In general, a person is considered a "beneficial owner" of a security if
that person has or shares the power to vote or direct the voting of such
security, or the power to dispose of such security. A person is also
considered to be a beneficial owner of any securities of which the person has
the right to acquire beneficial ownership within (60) days.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND SIGNIFICANT EMPLOYEES
The following table sets forth the names, positions with the Company and ages
of the executive officers and directors of the Company. Directors are elected
at the Company's annual meeting of shareholders and serve for one year or
until their successors are elected and qualify. Officers are elected by the
Board and their terms of office are at the discretion of the Board.
<TABLE>
<CAPTION>
<S> <C> <C>
Name Age Position(s)
---- --- -----------
Dr. Anchana Chayawatana 24 President, Secretary and
295/42 Ngarmwongwan 23 Road Director
Nonthaburi 11000 Thailand
Lt. Dr. Somdul Manpiankarn 25 Treasurer and Director
237/466 Soi Saitong, Tiwanon Rd.
Nonthaburi 11000 Thailand
Dr. Bancha Luangaram 25 Vice President-Marketing
240/28 Charansanitwong Rd. and Director
Bangkoknoi, Bangkok 10700 Thailand
</TABLE>
Background of Officers and Directors
------------------------------------
Dr. Anchana Chayawatana has been President, Secretary and a Director of the
Company since inception. From April 1998 to present, she has also been the
head of the Dental Department at Sri Vichai 3 Hospital in Samut Sakorn,
Thailand. From April 1998 to present, she has also practiced dentistry at
President Park Dental Care, a private dental clinic. She attended Mahidol
University in Bangkok, Thailand and received a Doctor of Dental Science
degree in 1998. Dr. Chayawatana intends to devote her time as required
to the business of the Company.
Lt. Dr. Somdul Manpiankarn has been Treasurer and a Director of the Company
since inception. From April 1998 to present, he has practiced dentistry for
the Royal Thai Survey Department. From April 1998 to present, he has also
practiced dentistry at Rom Mai Dental Clinic and Clinic Banglumpoo, both
private dental clinics located in Bangkok, Thailand. He attended Mahidol
University in Bangkok, Thaialnd and received a Doctor of Dental Science
degree in 1998. Dr. Manpiankarn intends to devote his time as required to
the business of the Company.
Dr. Bancha Luangaram has been Vice President and a Director of the Company
since inception. From April 1998 to present, he has practiced dentistry at
the Public Health Canteen, Kanchanaburi Municipality in Kanchanaburi,
Thailand. He attended Mahidol University in Bangkok, Thailand and received a
Doctor of Dental Science degree in 1998. Dr. Luangaram intends to devote his
time as required to the business of the Company.
ITEM 6. EXECUTIVE COMPENSATION
The Company's officers and directors do not presently receive a salary
for their services and there are currently no plans to implement any such
compensation. They are, however, reimbursed for any out-of-pocket expenses
incurred on behalf of the Company.
Employment Agreements
---------------------
The Company's officers and directors are not currently party to any
employment agreements with the Company. The Company presently has no
pension, health, annuity, insurance, stock options, profit sharing or
similar benefit plans; however, the Company may adopt such plans in the
future. There are presently no personal benefits available to directors,
officers or employees of the Company.
ITEM 7. DESCRIPTION OF SECURITIES
At July 24, 2000, there were 4,000,000 shares of the Company's common stock
issued and outstanding.
Common Stock
------------
The authorized capital stock of the Company consists of 100,000,000 shares of
Common Stock, par value $.001 per share. The holders of Common Stock (i)
have equal ratable rights to dividends from funds legally available therefor,
when, as and if declared by the Board of Directors of the Company; (ii) are
entitled to share ratably in all of the assets of the Company available for
distribution to holders of Common Stock upon liquidation, dissolution or
winding up of the affairs of the Company; (iii) do not have preemptive,
subscription or conversion rights and there are no redemption or sinking
fund provisions or rights applicable thereto; and (iv) are entitled to one
non-cumulative vote per share on all matters on which stockholders may vote.
All shares of Common Stock now outstanding are fully paid for and non-
assessable. Reference is made to the Company's Articles of Incorporation,
By-Laws and the applicable statutes of the State of Nevada for a more
complete description of the rights and liabilities of holders of the
Company's securities.
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Non-cumulative Voting
---------------------
The holders of shares of Common Stock of the Company do not have cumulative
voting rights, which means that the holders of more than 50% of such
outstanding shares, voting for the election of directors, can elect all of
the directors to be elected, if they so choose, and, in such event, the
holders of the remaining shares will not be able to elect any of the
Company's directors.
Cash Dividends
--------------
As of the date of this registration statement, the Company has not paid any
cash dividends to stockholders. The declaration of any future cash
dividend will be at the discretion of the Board of Directors and will depend
upon the earnings, if any, capital requirements and financial position of the
Company, general economic conditions, and other pertinent conditions. It is
the present intention of the Company not to pay any cash dividends in the
foreseeable future, but rather to reinvest earnings, if any, in the Company's
business.
Reports
-------
The Company will furnish and annual financial reports to stockholders,
certified by its independent accountants, and will furnish unaudited
quarterly financial reports.
Stock Transfer Agent
--------------------
The Company's stock transfer agent is Signature Stock Transfer of Dallas,
Texas, an independent, professional stock transfer agency.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
AND OTHER STOCKHOLDER MATTERS
At July 24, 2000, there were 39 shareholders of record of the Company's
4,000,000 shares of Common Stock issued and outstanding.
The Company's Common Stock is currently listed for trading in the "pink
Sheets" under the trading symbol, "DRGT"; however, no trading has yet
commenced.
ITEM 2. LEGAL PROCEEDINGS
Management of the Company believes there are no material legal proceedings
filed, or to the Company's knowledge, threatened against the Company.
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ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Clyde Bailey, P.C., an independent chartered accountant, has been the
Company's only auditor since inception and there have been no disagreements
between the Company and Clyde Bailey.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
On February 22, 2000, a total of 2,000,000 shares of Common Stock were issued
in exchange for organizational services and expenses, proprietary rights,
business plans and cash in the amount of $5,000 U.S., or $.0025 per share.
All of such shares are restricted securities, as that term is defined by the
Securities Act of 1933, as amended, and are held by officers and directors of
the Company.
In July, 2000, the Company issued a total of 2,000,000 shares of Common
Stock, at a price of $.05 per share to a total of 36 investors pursuant to an
offering under Rule 504 of Regulation D, promulgated under the Securities Act
of 1933, approved by the State of Nevada Securities Division and raised a
total of $100,000, which is being used for general operations of the Company.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the Articles of Incorporation and By-Laws of the corporation, the
Company may indemnify an officer or director who is made a party to any
proceeding, including a law suit, because of his/her position, if he/she
acted in good faith and in a manner he/she reasonably believed to be in the
best interest of the Company. In certain cases may advance expenses incurred
in defending any such proceeding. To the extent that the officer or director
is successful on the merits in any such proceeding as to which such person
is to be indemnified, the Company must indemnify him/her against all expenses
incurred, including attorney's fees. With respect to a derivative action,
indemnity may be made only for expenses actually and reasonably incurred in
defending the proceeding, and if the officer or director is judged liable,
only by a court order. The indemnification is intended to be to the fullest
extent permitted by the laws of the State of Nevada.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors or officers pursuant to
the foregoing provisions, the Company is informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy, as expressed in said Act and is, therefore, unenforceable.
15
<PAGE>
PART F/S
The financial statements and supplementary data are included herein.
FINANCIAL STATEMENTS AND EXHIBITS
Following are the audited Financial Statements of the Company for the
period from inception to July 24, 2000, prepared by Clyde Bailey, P.C., an
independent chartered Accountant.
(This space left blank intentionally.)
16
<PAGE>
July 24, 2000
Clyde Bailey, P.C.
Certified Public Accountant
10924 Vance Jackson #404
San Antonio, Texas 78230
(210) 699-1287(ofc.)
(888) 699-1287(210) 691-2911(fax)
Member:
American Institute of CPA's
Texas Society of CPA's
Board of Directors
DrGoodTeeth.Com
INDEPENDENT AUDITOR'S REPORT
I have audited the accompanying balance sheet of DrGoodTeeth.Com (Company) as
of July 24, 2000 and the related statement of operations, statement of
stockholders' equity, and the statement of cash flows from February 15, 2000
to July 24, 2000. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I 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 presentaiton. I believe that my audit provides a
reasonable basis for my opinion.
The Company is a development stage enterprise, as defined in Financial
Accounting Standards Board No. 7. The Company is devoting all of its present
efforts in securing and establishing a new business, and its planned
principal operations have not commenced, and, accordingly, no revenue has
been derived during the organizational period.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of July 24,
2000 and the results of its operations and its cash flows for the period then
ended in conformity with generally accepted accounting principles.
/s/ Clyde Bailey P.C.
San Antonio, Texas
July 25, 2000
17
<PAGE>
DrGoodTeeth.com
(A Development Stage Enterprise)
BALANCE SHEET
As of July 24, 2000
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current Assets
Total Current Assets $104,201
--------
Other Assets
Web Development 10,000
--------
Total Other Assets 10,000
--------
Total Assets 114,201
========
LIABILITIES
Current Liabilities
Accounts Payable 10,000
--------
Total Current Liabilities 10,000
--------
Total Liabilities 10,000
========
STOCKHOLDERS' EQUITY
Common Stock 4,000
100,000,000 authorized shares, par value $.001
4,000,000 shares issued and outstanding
Additional Paid-in-Capital 101,000
Accumulated Deficit (799)
--------
Total Stockholders' Equity 104,201
--------
Total Liabilities and Stockholders' Equity $114,201
========
</TABLE>
[FN]
The accompanying notes are an integral part of
consolidated financial statements.
</FN>
18
<PAGE>
DrGoodTeeth.com
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
As of July 24, 2000
<TABLE>
<CAPTION>
For the Period From Inception
Ended to
July 24, 2000 July 24, 2000
-------------- --------------
<S> <C> <C>
Revenues:
Revenues $ - $ -
-------------- -------------
Total Revenues - -
Expenses:
Operating Expenses 799 799
------------- ------------
Total Expenses 799 799
------------- ------------
Net Loss From Expenses (799) (799)
Provision for Income Taxes:
Income Tax Benefit - -
------------- ------------
Net Income (Loss) $ (799) $ (799)
============= ============
Basic and Diluted Earnings per
Common Share Nil Nil
------------- ------------
Weighted Average number of Common
Shares used in per share calculations 2,000,000 2,000,000
============= ============
</TABLE>
[FN]
The accompanying notes are an integral part of
consolidated financial statements.
</FN>
19
<PAGE>
DrGoodTeeth.com
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY
As of July 24, 2000
<TABLE>
<CAPTION>
$.001 Par Paid-In Accumulated Stockholders'
Shares Value Capital Deficit Equity
------ -------- ------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Balance,
February 15,
2000 - - - - -
Stock Issued 4,000,000 $ 4,000 $101,000 $ - $105,000
Net Income(Loss) (799) (799)
--------- ------- -------- ---------- --------
Balance,
July 24, 2000 4,000,000 $ 4,000 $101,000 $ (799) $104,201
========= ======= ======== ========== ========
</TABLE>
[FN]
The accompanying notes are an integral part of
consolidated financial statements.
</FN>
20
<PAGE>
DrGoodTeeth.com
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
As of July 24, 2000
<TABLE>
<CAPTION>
For the Period From Inception
Ended to
July 24, 2000 July 24, 2000
-------------- --------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income(Loss) (799) (799)
Accounts Payable 10,000 10,000
------------ ----------
Net cash provided from
Operating Activities $ 9,201 $ 9,201
------------ ----------
Cash Flows from Investing
Activities:
Other Assets (10,000) (10,000)
------------ -----------
Net Cash Used in Investing Activities (10,000) (10,000)
------------ -----------
Cash Flows from Financing Activities:
Common Stock 105,000 105,000
------------- -----------
Net Cash Provided from Financing
Activities 105,000 105,000
------------- -----------
Net Increase in Cash 104,201 104,201
------------- -----------
Cash Balance, Begin Period - -
------------- ------------
Cash Balance, End Period $ 104,201 $ 104,201
============= ============
Supplemental Disclosures:
Cash Paid for interest $ - $ -
Cash Paid for income taxes $ - $ -
============= ============
<FN>
The accompanying notes are an integral part of
consolidated financial statements.
</FN>
21
<PAGE>
DrGoodTeeth.Com
Notes to Financial Statements
Note 1 - Summary of Significant Accounting Policies
-----------------------------------------------------
Organization
------------
DrGoodTeeth.Com ("the Company") was incorporated under the laws of the State
of Nevada on February 15, 2000 for the purpose to promote and carry on any
lawful business for which a corporation may be incorporated under the laws of
the State of Nevada. The company has a total of 100,000,000 authorized shares
with a par value of $.001 per share and with 4,000,000 shares issued and
outstanding as of July 24, 2000. The Company has been inactive since
inception and has little or no operating revenues or expenses.
Development Stage Enterprise
----------------------------
The Company is a development stage enterprise, as defined in Financial
Accounting Standards Board No. 7. The Company is devoting all of its present
efforts in securing and establishing a new business, and its planned
principal operations have not commenced, and, accordingly, no revenue has
been derived during the organizational period.
Federal Income Tax
------------------
The Company has adopted the provisions of Financial Accounting Standards
Board Statement No. 109, Accounting for Income Taxes. The Company accounts
for income taxes pursuant to the provisions of the Financial Accounting
Standards Board Statement No. 109, "Accounting for Income Taxes", which
requires an asset and liability approach to calculating deferred income
taxes. The asset and liability approach requires the recognition of deferred
tax liabilities and assets for the expected future tax consequences of
temporary differences between the carrying amounts and the tax basis of
assets and liabilities.
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 and disclosure on
contingent assets and liabilities at the date of the financial statements,
and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Accounting Method
-----------------
The Company's financial statements are prepared using the accrual method of
accounting. Revenues are recognized when earned and expenses when incurred.
Fixed assets are stated at cost. Depreciation and amortization using the
straight-line method for financial reporting purposes and accelerated methods
for income tax purposes.
22
<PAGE>
Earnings per Common Share
-------------------------
The Company adopted Financial Accounting Standards (SFAS) No. 128,"Earnings
Per Share," which simplifies the computation of earnings per share requiring
the restatement of all prior periods.
Basic earnings per share are computed on the basis of the weighted average
number of common shares outstanding during each year.
Diluted earnings per share are computed on the basis of the weighted average
number of common shares and dilutive securities outstanding. Dilutive
securities having an anti-dilutive effect on diluted earnings per share are
excluded from the calculation.
Comprehensive Income
--------------------
Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income," establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting
from investments by owners and distributions to owners. Among other
disclosures, SFAS No.130 requires that all items that are required to be
recognized under current accounting standards as components of comprehensive
income must be reported in a financial statement that is displayed with the
same prominence as other financial statements. The Company does not have any
assets requiring disclosure of comprehensive income.
Segments of an Enterprise and Related Information
-------------------------------------------------
Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about
Segments of an Enterprise and Related Information, supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise." SFAS 131
establishes standards for the way that public companies report information
about operating segments in annual financial statements and requires
reporting of selected information about operating segments in interim
financial statements issued to the public. It also establishes standards
for disclosures regarding products and services, geographic areas and major
customers. SFAS 131 defines operating segments as components of a company
about which separate financial information is available that is evaluated
regularly by the chief operating decision maker in deciding how to allocate
resources and in assessing performance. The Company has evaluated this SFAS
and does not believe it is applicable at this time.
Note 2 - Common Stock
-----------------------
A total of 2,000,000 shares of stock were issued pursuant to a stock
subscription agreement for $0.025 per share for a total of $5,000 to the
original officers and directors.
A Form D on Rule 504 offering was declared effective by the State of Nevada
and registered with the Securities and Exchange Commission to issue 2,000,000
shares at $.05 per share. The offering was completed on July 24, 2000. The
funds will be used for web design and working capital.
23
<PAGE>
Note 3 - Related Parties
--------------------------
The Organization has no significant related party transactions and/or
relationships any individuals or entities.
Note 4 - Income Taxes
---------------------
Deferred income taxes arise from temporary differences resulting from the
Company's subsidiary utilizing the cash basis of accounting for tax purposes
and the accrual basis for financial reporting purposes. Deferred taxes are
classified as current or non-current, depending on the classification of the
assets and liabilities to which they relate. Deferred taxes arising from
timing differences that are not related to an asset or liability are
classified as current or non-current depending on the periods in which the
timing differences are expected to reverse. The Company's previous principal
temporary differences relate to revenue and expenses accrued for financial
purposes, which are not taxable for financial reporting purposes. The
Company's material temporary differences consist of bad debt expense recorded
in the financial statements that is not deductible for tax purposes and
differences in the depreciation expense calculated for financial statement
purposes and tax purposes.
Note 5 - Subsequent Events
----------------------------
There were no other material subsequent events that have occurred since the
balance sheet date that warrants disclosure in these financial statements.
24
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
DrGoodTeeth.com
By:/s/ Dr. Anchana Chayawatana,
President, Secretary and Director
Dated: September 16, 2000
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of Registrant in the capacities and on the dates
indicated:
By: /s/ Dr. Anchana Chayawatana, President and Director
Dated: September 16, 2000
By: /s/ Lt. Dr. Sondul Manpiankarn Treasurer and Director
Dated: September 16, 2000
By: /s/ Dr. Bancha Luangaram, Vice President-Marketing and Director
Dated: September 16, 2000
25
<PAGE>
</TABLE>
