10-12G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

AMERICAN DOCTORS ONLINE, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State of other jurisdiction of incorporation)

06-1558586

(I.R.S. Employer Identification No.)

200 Mill Road, Suite 350A

Fairhaven, MA 02719

(Address of principal executive office) (Zip code)

866-539-7379

(Registrant’s telephone number)

Copies to: 

Laura Anthony, Esq.

Legal and Compliance, LLC

330 Clematis Street, Suite 217

West Palm Beach, FL 33401

561-514-0936

LAnthony@LegalandCompliance.com

Securities to be registered under Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
None	None

Securities to be registered under Section 12(g) of the Act:

Common stock, par value $0.01 per share	None
(Title of class)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller Reporting Company	☑

TABLE OF CONTENTS

Item 1.	Business	3
Item 1A.	Risk Factors	9
Item 2.	Financial Information	15
Item 3.	Properties	23
Item 4.	Security Ownership of Certain Beneficial Owners and Management	24
Item 5.	Directors and Executive Officers	24
Item 6.	Executive Compensation	26
Item 7.	Certain Relationships and Related Transactions, and Director Independence	28
Item 8.	Legal Proceedings	29
Item 9.	Market price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters	29
Item 10.	Recent Sales of Unregistered Securities	29
Item 11.	Description of Registrant’s Securities to be Registered	33
Item 12.	Indemnification of Directors and Officers	34
Item 13.	Financial Statements and Supplementary Data	35
Item 14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	36
Item 15.	Financial Statements and Exhibits	37

2

Forward Looking Statements

There are statements in this Registration Statement that are not historical facts. These "forward-looking statements" can be identified by use of terminology such as "believe," "hope," "may," "anticipate," "should," "intend," "plan," "will," "expect," "estimate," "project," "positioned," "strategy" and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. Although we believe that the expectations reflected in such forward-looking statements, including those regarding future operations, are reasonable, we can give no assurance that such expectations will prove to be correct. Forward-looking statements are not guarantees of future performance and they involve various risks and uncertainties. Forward-looking statements contained in this document include statements regarding our proposed products, market opportunities and acceptance, expectations for revenues, cash flows and financial performance, and intentions for the future. Such forward-looking statements are included under Item 1. “Business” and Item 2. “Financial Information - Management’s Discussion and Analysis of Financial Condition and Results of Operation.” All forward-looking statements included in this document are made as of the date hereof, based on information available to us as of such date, and we assume no obligation to update any forward-looking statement. It is important to note that such statements may not prove to be accurate and that our actual results and future events could differ materially from those anticipated in such statements. Among the factors that could cause actual results to differ materially from our expectations are those described under Item 1. “Business” and Item 2. “Financial Information - Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this section and other factors included elsewhere in this document. You should assume that the information contained in this document is accurate as of the date of this Form 10 only.

Emerging Growth Company

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”).

Item 1. Business

Overview

American Doctors Online, Inc. (“ADOL”) a Delaware corporation, formed in 1999, owns four U.S. patents and has three pending patent applications. These patents are the foundation of ADOL’s current business and future licensing offerings and are expected to generate the majority of the Company’s revenues in licensing fees and royalties. Management believes that the depth of the Company’s intellectual property includes the fundamental methodologies inherent to providing video conferencing for the delivery of telehealth/telemedicine services. For example, the initial patent covers a method for delivering medical examination, diagnosis, and treatment services to a patient over a network using a medical call center and audio-visual technologies with any plurality of healthcare practitioners' terminals and patient terminals as a way to bring patients face-to-face with physicians to provide medical consultation.

ADOL has executed a Management Services and License Agreement with PhoneDOCTORx, LLC, (“PDRx”). PDRx, a Massachusetts limited liability company, founded in 1999, is owned by five physicians, who collectively own over 70% of ADOL. Based on the common control and ownership between ADOL and PDRx, the financial results and disclosures contained herein consolidate PDRx and ADOL. ADOL exerts no influence on, or has any involvement in the practice of medicine completed by PDRx’s clinical staff.

The original PDRx concept utilized the initial patented videoconferencing claims in Retail Pharmacies to provide timely and appropriate medical care to patients who had simple, day-to-day medical needs (e.g., poison ivy). During this phase, PDRx safely helped many patients avoid a trip to the Emergency Department. In 2005, the focus of PDRx changed to address the challenges faced by Extended Care Facilities (“ECF’s”) and overburdened community physicians to provide timely care to their patients. Management concluded that helping ECF’s solve these issues would better employ the clinical resources of PDRx. As this new concept was being refined, the management team realized that the solution would yield a multiple win for ECF’s, their patients, their nursing staffs, their primary care and covering physicians, already overcrowded Emergency Departments, and the Healthcare System which would save significant costs from preventing unnecessary transfers and hospital admissions. Today PDRx, through the sub-licensing of the ADOL patents, is an innovative telemedicine company that provides remote covering physician consultations via audio and/or video conferencing technologies. It provides ECFs nurses, patients and their families’ confidential, real-time access to Board Certified physicians in non-urgent, urgent and emergent care settings through a state-of-the-art medical call center. PDRx through sub-licenses of ADOL’s patented telehealth / telemedicine technology provides medical services including face-to-face, real-time access to covering physicians, resulting in reduction of unnecessary and avoidable transfers and readmissions to the Emergency Department.

Between 2006 and 2012, PDRx had over 38,000 clinical telemedicine encounters utilizing ADOL’s patented processes. For the years ended December 31, 2013 and 2012 PDRx generated $385,470 and $263,349, respectively, in revenue utilizing the telemedicine technology generated from ADOL’s patented process.

Pursuant to a management services contract, ADOL provides PDRx with support for PDRx’s administration, management, finance, human relations, information technology, and sales and marketing functions. The license and management services contracts have been in place since 2001. The current agreement was effective September 17, 2011 and has a thirty year term.

ADOL believes PDRx is a blueprint for other physician based companies and groups throughout the U.S who could also exploit the ADOL patents through licensure. PDRx has proven the value of utilizing telemedicine for non-urgent, urgent and emergent care. Additionally, there is as a myriad of other types of business models that can provide telemedicine videoconferencing services that would benefit from the licensing of one or more of ADOL’s patents.

ADOL’s business model is to license to telehealth/telemedicine providers one or more of the patents in our patent portfolio, pursuant to non-exclusive agreements, with terms and conditions similar to other licensing agreements involving medical IP. Management believes that the depth of the Company’s intellectual property includes the fundamental methodologies inherent to providing video conferencing for the delivery of telehealth/telemedicine services. Accordingly, ADOL believes it is well positioned to license the patent portfolio to various type entities operating within the healthcare system. ADOL has not yet licensed its patents to customers other than PDRx.

3

Telehealth / Telemedicine Industry

As formally defined by the American Telemedicine Association (“ATA”), telemedicine is the use of medical information exchanged from one site to another via electronic communications to improve a patient’s clinical health status. Telemedicine includes a growing variety of applications and services using two-way video, email, smart phones, wireless tools and other forms of telecommunications technology. Starting out over forty years ago with demonstrations of hospitals extending care to patients in remote areas, the use of telemedicine has spread rapidly and is now becoming integrated into the ongoing operations of hospitals, specialty departments, home health agencies, private physician offices as well as consumer’s homes and workplaces.

Telemedicine is not a separate medical specialty. Products and services related to telemedicine are often part of a larger investment by health care institutions in either information technology or in the delivery of virtual clinical care. ATA has historically considered telemedicine and telehealth to be interchangeable terms, encompassing a wide definition of remote healthcare. Patient consultations via video conferencing, transmission of still images, e-health including patient portals, remote monitoring of vital signs, continuing medical education, consumer-focused wireless applications and nursing call centers, among other applications, are all considered part of telemedicine and telehealth.

Telemedicine uses audio and video conferencing technologies and the combination of all other forms of electronic communication tools so that a doctor at one site can treat patients at a different site. The combined use of audio and video conferencing allows the patient and doctor to see and talk to each other as in live television broadcast. Tools used by clinicians to observe and collect vital information, such as otoscope and stethoscopes, have been adapted so the clinician can deploy them on the patient as if they were in the same room.

While the term telehealth is sometimes used to refer to a broader definition of remote healthcare that does not always involve clinical services, ATA uses the terms in the same way one would refer to medicine or health in the common vernacular. Telemedicine is closely allied with the term health information technology (“”HIT”). However, HIT more commonly refers to electronic medical records and related information systems while telemedicine refers to the actual delivery of remote clinical services using technology. 

Telehealth is the delivery of healthcare services and information via telecommunication technologies. Telehealth can deliver preventative, educational, and curative services. Telemedicine focuses on the curative aspects of telehealth and uses telecommunication and information technologies to provide and support clinical services at a distance. Because telehealth is immediately available, immensely flexible, and free of geographic barriers it has become an efficient and effective methodology/process to deliver health services that overcome the existing problems of provider supply and patient access.

Telehealth, including home monitoring devices and thousands of health care applications for personal computers, smartphones, and other platforms, has claimed a significant place in the healthcare industry. Telehealth applications can address specific conditions; they can be proactive or preventative, informative or supportive.

There hasbeenaglobalfocus ontheuseoftelemedicineasatooltocutdown healthcare costs. Implementation of the new U.S. healthcare lawwill,ifanything,intensify thisfocus, byincreasingthenumberofpeople withhealth insuranceandthoseseeking medicalservices. Intheneartomid-term, telemedicine technologies offer one of the fewways ofenablinghealthcare personnel to meet the increased demand without unacceptable delays.

Telehealth/Telemedicine Market

BCC Research, LLC (“BCC”), is a leading information resource producing high-quality market research reports, newsletters, and conferences. BCC’s information products explore major market, economic, scientific,and technological developments for business leaders in industrial, pharmaceutical, and high technology organizations. Industry analysis and market forecasts for advanced materials, high-tech systems and components, nanotechnology and novel processing methods are at the forefront of the company’s expertise. For more than 35 years, BCC’s market analysis has provided businesses with the insight needed to make intelligent and strategic business decisions. BCC Research is a unit of Eli Research, which is based in Durham, N.C. As a leading market research company covering changes driven by science and technology, they define telemedicine asthe useoftelecommunicationstechnology todelivermedical informationorservices topatientsorother usersatadistance fromtheprovider.

Telemedicine offers anetwork andframeworkfore-healthcare whereinpatientsandhealthcareservice providers areonacommondelivery platformfor healthcareservices. Insimplewords, telemedicine covers all healthcare services beingdeliveredremotelywith the helpof telecomtechnologies.

According toBCC’s research, themost importantfactor contributingtotheadoptionoftelemedicineamong patientsisimproved clinicaloutcome. Patientsalsoprefer theconvenience of telemedicineasopposed to spending timeondoctor’sappointments or hospital admissions, if avoidable. Although cost reduction is an important factor, it was not ranked as the most important reason contributing to the adoption of telemedicine among patients. Telemedicine also acts as an important interface between urban and ruralhealthcare.

Telehome and Telehospital/Clinic Segments

In their October 2013 update to their March 2012 report, BCC has divided the total U.S. telemedicine market of $6.66 billion into two major segments: telehome and telehospitals/clinics.

The BCC reports also found that in 2012, the U.S. telehospital/clinics segment accounted for $4.2 billion and is expected to approach $9.2 billion by 2018, with a compound annual growth rate (“CAGR”) of 13.7%. The U.S. telehome segment accounted for over $2.4 billion in 2012 and is expected to grow at a CAGR of 23.4% to exceed $8.6 billion by 2018.

BCC further divides the telemedicine market into technology and service segments. The telemedicine service market is comprised of store-and-forward and videoconferencing. Videoconferencing allows face-to-face encounters between people in different locations in real time. Tandberg (now part of Cisco) and Polycom, Inc. are the main U.S. players offering videoconferencing. Store-and-forward telemedicine is used to transmit clinical signals and images for pathological and radiological purposes to other locations for diagnosis. The fields of dermatology, pathology, radiology, neurology and ophthalmology are mainly dependent upon static reports or images, and they may not require live interaction with patients. Psychology, psychiatry, surgery, cardiology, emergency and triage applications, however, require real-time, two-way, audio-video communication.

Management believes the strength of the Company’s patent claims pertain to videoconferencing, therefore, the following discussion relates only to the videoconferencing segment within the U.S. telemedicine services market. BCC reports that videoconferencing within the U.S. telehospital/clinics segment accounted for approximately $1.4 billion of the total telemedicine market in 2012, and it is expected to grow from 2012 to 2018 at a CAGR of 15% to reach $3.3 billion by 2018. BCC estimates that the videoconferencing within the U.S. telehome segment accounted for $436 million in 2012, and is expected to grow to 2018 at a CAGR of 25.4% to reach approximately $1.7 billion by 2018. Accordingly, the total U.S. videoconferencing telemedicine market in 2012 was approximately $1.8 billion and is expected to be $5.0 billion in 2018.

Technology

Unlike today,thetelecom infrastructure inthepast wasnotrobust enoughtosupport telemedicine.Recently, networkingtechnology hasimproved considerably,deliveringhigh-quality audio,video, imageswithimproved bandwidth, reduced latency,higher reliability,redundancy andvastreach tothe masses. Wireless technology has grown with wearable, wireless, mobile and satellite devices. Internet protocol (IP)-based technology, along with the availability ofhigh-speed networks, is making the technology fully interoperable and computer-based. Network companies are actively working to make information storage and transmission safe and secure. Telemedicine has received a significant boost with the improved technology.

4

Our Intellectual Property

Intellectual Property

The Company has a significant market opportunity because we believe that the depth of the Company’s intellectual property portfolio includes the fundamental methodologies inherent to providing video conferencing for the delivery of telehealth/telemedicine services. These patents could apply to virtually every participant in this market. ADOL’s IP assets consist of four patents issued and three patents pending.

The table below is a summary of the issued patents, followed by a brief description of each:

ISSUED PATENTS

Initial

Amended

Date

Application

Assign

Date

Issued

Patent

Assigned

Filed

Number

Date

Issued

to

Number

Date

Assignee

9

/14/2001

09

/855,738

10

/18/2001

10

/28/2003

Dr. Paul Bulat

6638218

10

/23/2013

ADOL

10

/27/2003

10

/694,519

2

/12/2004

3

/14/2006

Dr. Paul Bulat

7011629

10

/23/2013

ADOL

12

/29/2005

11

/321,332

3

/18/2009

4

/26/2010

Dr. Paul Bulat

7691059

10

/23/2013

ADOL

11

/18/2008

12

/273,065

11

/18/2008

6

/28/2011

Dr. Paul Bulat

7970633

10

/23/2013

ADOL

Amended Assign dates reflect an amendment to the assignees name only.

US 6,638,218

A system and method for delivering medical examination, diagnosis, and treatment services from a physician to a patient over network is provided. A physician call center enables any of a first plurality of physician terminals to be in audiovisual communication over the network with any of a second plurality of patient terminals. A call is received at the call center from a patient at one of the patient terminals and the call is routed to an available physician at one of the physician terminals. The available physician may carry on a two-way conversation with the patient, visually observe the patient, and make an assessment whether the patient may be suffering from an acute non-urgent condition. The available physician may conduct an examination of the patient over the network, including by visual study of the patient, only if the assessment is that the patient may be suffering from an acute non-urgent condition.

US 7,011,629

A method for providing a covering physician service via a network to a patient who has consented to use the service and who has access to one of a first plurality of patient terminals, the method comprising: receiving at a call center, the call center enabling any of a second plurality of health care practitioner terminals to be in audio-visual communication over the network with any of the first plurality of patient terminals, a call from the patient at one of the patient terminals and routing the call to an available health care practitioner at one of the health care practitioner terminals so that the available health care practitioner may carry on a two-way conversation with the patient and visually observe the patient; and permitting the available health care practitioner to make an assessment of the patient and to treat the patient.

US 7,691,059

A method for delivering medical examination, diagnosis, and treatment services to a patient over a network, the method comprising: providing a call center enabling any of a first plurality of health care practitioner terminals to be in audiovisual communication over the network with any of a second plurality of patient terminals; receiving a call at the call center from a patient at one of the patient terminals and routing the call to an available health care practitioner at one of the health care practitioner terminals, so that the available health care practitioner may carry on a two-way conversation with the patient and visually observe the patient; and permitting the available health care practitioner to make an assessment of the patient and to conduct an examination of the patient over the network, including by a visual study of the patient

US 7,970,633

A system for delivering medical examination, diagnosis, and treatment services from a health care practitioner to a patient over a network, the system comprising:

• a plurality of health care practitioner terminals, each of the plurality of health care practitioner terminals including a display device;

• a plurality of patient terminals in audiovisual communication over the network with any of the plurality of health care practitioner terminals; and

• a call center in communication with the patient terminals and the health care practitioner terminals, the call center routing a call from a patient at one of the patient terminals to an available health care practitioner at one of the health care practitioner terminals, so that the available health care practitioner may carry on a two-way conversation with the patient and visually observe the patient.

Three additional patents are pending and another group is currently in development. The existing awarded patents can be viewed via the ADOL website at: http://www.adoltelemed.com/patents.php

Notwithstanding anything to the contrary set forth in any of the Company’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate future filings, the information set forth on the United States Patent and Trademark Office, or the USPTO Website, shall not be deemed to be a part of or incorporated by reference into any such filings.  The Company does not warrant the accuracy or completeness, or adequacy of the USPTO Website, and expressly disclaims liability for errors or omissions on such website.

Purchase of Patents

All of the issued patents were assigned from Dr. Paul Bulat the inventor and our Founder and Chairman of the board of the directors pursuant to various Patent Assignments with the United States Patent and Trademark Office. Additionally on October 23, 2013, the Company entered into a Patent Purchase Agreement with Mr. Bulat. Pursuant to the Patent Purchase Agreement, the Company agreed to issue 3,500,000 shares of Series A Convertible Preferred Stock to Dr. Bulat. Based on the conversion feature of the Series A Preferred Stock, the holder, in his sole discretion is entitled to convert the 3,500,000 shares of Series A Preferred Stock to 7,000,000 shares of Company common stock. The Company valued the 3,500,000 shares of Series A Preferred Stock, as if it had been converted to the 7,000,000 shares of common stock, at $3,500,000, or $0.50 per share of common stock, the same value at that time, as the most recent sales of common stock; capitalized Mr. Bulat’s historical cost of $16,675 (patent attorney fees) and recorded compensation expense of $3,483,325.

Marketing and Sales

Our Strategy

Our strategy is to become a market leader in delivery of telehealth/telemedicine via video conferencing. The key elements of our growth strategy include:

• Implement a patent and technology licensing program to commercialize our intellectual property.

• Establish American Doctors Online, Inc. as a dominant US source of providing telemedicine services via video teleconferencing pursuant to our patents, through licensing to other telemedicine companies, hardware and software companies and telecom companies.

• Leverage our patent portfolio, technology and software to develop additional patents that can be licensed directly to our then current customers and to attract new customers.

The Company plans to employ a leveraged, partner-oriented, marketing strategy for our patent and technology licensing program.  The marketing strategy for our patent and technology licensing program will initially be focused on Original Equipment manufacturers (“OEMs”) and service providers. In furtherance of our strategy, in June 2013, we engaged ipCapital Group (“ipCG”) to help us support and grow our licensing business. Led by John Cronin, ipCG is a leading advisor on licensing technology and intellectual property. Prior to founding ipCG, Mr. Cronin was a distinguished inventor at IBM for 17 years where he patented 100 inventions, published over 150 technical papers, received IBM’s “Most Distinguished Inventor Award,” and was recognized as IBM’s “Top Inventor.”

IpCG has delivered over 700 IP engagements to companies in a wide range of industries including over 10% of the Fortune 500. Their professional services maximize financial results for clients that seek to develop and execute intellectual property (IP) strategies, strengthen and monetize IP portfolios, and establish and implement Intellectual Asset Management (IAM) practices. They have an interdisciplinary team trained in business, IP rules/regulations, marketing, and product development that provides a systematic and comprehensive view of the full lifecycle of IP, from creation to monetization to retirement. Since its founding in 1998, ipCG has supported the licensing efforts of clients across a variety of technologies and markets.

Additionally, ipCG was engaged to provide strategic intellectual property (“IP”) support to the Company. Utilizing a three phase approach, ipCG assisted the Company in the following matters:

• Phase 1: Systematically Invent-Around Selected Filings – ipNavigation^SM process

• Phase 2: Define and Analyze ADOL’s IP Landscape (ipLandscape® and ipAnalytics® Process)

• Phase 3: Estimate the value range of ADOL’s portfolio (ipValue Model^SM)

In Phase 1, ipCG using its proprietary ipNavigation^SM methodology on ADOL patent filings identified specific ways in which the IP could be strengthened to enhance its value, mitigate risk of competitive invent-around, and provide a technology path in which the Company can further protect its inventions. Management believes this phase will ultimately result in increasing the strength and value of the Company’s IP by building a more robust and strategic portfolio and mitigating risks from competitor filings.

The Phase 2 analysis provided a framework to map our existing IP portfolio, search and analyze relevant competitive IP, and provide data-driven strategic observations. This resulted in establishing the critical input needed for developing the Company’s IP strategy for the future and communicating such with investors.

The Phase 3 analysis included a detailed IP valuation, wherein ipCG utilizing the BCC market study and the average of an Industry Income Approach and Royalty Approach based model, resulting in an average five year and ten year valuation of $14.9 million and $72.4, respectively.

On April 15, 2014, the Company entered into a three month Consulting Agreement with a consultant (the “Consultant”) to assist the Company regarding the formation of strategic relationships with existing and new identified technology companies. Additionally, the Consultant will work with the executive management team in developing market strategies and comprehensive video conferencing technology solution offerings including the bundling of these technologies, working with ADOL’s partner on developing licensing packages, creating new sales proposal formats for consultation services and technologies/products, and assisting with the development and placement of products and services. The Company will compensate the Consultant $100 per hour, for a minimum of 40 hours per week, for these services, which may be paid, at the option of the Company, in the form of cash or equity consideration.

5

Additionally, management plans to leverage the Company’s relationship with Premier Purchasing Partners, L.P. (“PPP”). Effective June 1, 2013, for a period of thirty five (35) months, ADOL entered into a Group Purchasing Agreement - Software License/Application Service Providers contract with PPP to deliver telehealth and telemedicine services. PPP is an affiliate of Premier, Inc. (“Premier”) an alliance of hospitals and alternative sites of care that is focused on using technology to facilitate the delivery of high-quality, cost-effective care. Under this contract PPP will offer ADOL’s telehealth / telemedicine bundles for delivery nationally to Premier’s member facilities and shall be compensated based on a percentage of our products or services purchased or licensed by Premier’s member facilities..

Once the Company begins generating additional licensing revenue, management intends to build a sales force that will be responsible for managing existing accounts and pursuing licensing and sales opportunities with new customers.

Management’s objective is to be one of the leaders in the services segment of telehealth/telemedicine market

• Invest in research and development efforts to extend our technology leadership. We plan to build upon our current IP portfolio to enhance our product and licensing capabilities.

• Expand our licensing/sales organization to acquire new customers. We intend to continue to invest in our licensing/sales organization as we pursue larger enterprise and government opportunities.

• Exploit our channel relationships with Group Purchasing Organizations. Under this contract PPP will offer ADOL’s telehealth / telemedicine bundles for delivery nationally to Premier’s member facilities.

• Drive greater penetration into our customer base. Initially, we believe licensees/customers will deploy our platform to provide audio visual telemedicine services between a patient and licensed physician.  We see a significant opportunity to upsell and cross sell additional licenses, subscriptions and services as our customers realize the increasing value of our platform.

Massachusetts (MA) Sexual Assault Nurse Examiner (SANE) Program

In 2013, the Company was invited to be part of a national sexual assault telemedicine examination project demonstration program developed by the Massachusetts Department of Public Health (“MDPH”). Telemedicine can improve the health status of patients and sexual assault survivors by exchanging medical information from one site to another via electronic communications using voice (audio) and face-to-face (video) communication. The MDPH is an agency of the Commonwealth of Massachusetts which serves the people of the Commonwealth, particularly the underserved and promotes healthy people, healthy families and healthy communities and operates the MA SANE Program. The MA SANE Program is a state funded program to provide expert care to patients of sexual assault in 27 designated hospitals and Child Advocacy Centers. SANEs are specially trained and certified professional nurses skilled in performing quality forensic medical-legal exams. For the past 15 years, the Massachusetts SANE Program has provided expert forensic nursing care to over 14,000 survivors of sexual assault. When applied to the SANE practice, telemedicine has the potential to create a national community of support and increase their confidence, role satisfaction and provider retention. Other participants in the national sexual assault examination telemedicine program include:

• The Office for Victims of Crime (“OVC”). The mission of the OVC, a component of the U.S. Department of Justice, is to enhance the Nation's capacity to assist crime victims and to provide leadership in changing attitudes, policies, and practices in ways that will promote justice and healing for all victims. OVC is charged by Congress with administering the Crime Victims Fund, a major source of funding for victim services throughout the Nation.

• The National Institute of Justice (“NIJ”). The NIJ is the research, development and evaluation agency of the U.S. Department of Justice and is dedicated to improving knowledge and understanding of crime and justice issues through science. NIJ provides objective and independent knowledge and tools to reduce crime and promote justice, particularly at the state and local levels.

• The Office on Violence Against Women (“OVW”). The mission of the OFW, a component of the U.S. Department of Justice, is to provide federal leadership in developing the nation’s capacity to reduce violence against women and administer justice for and strengthen services to victims of domestic violence, dating violence, sexual assault, and stalking.

Adult and adolescent sexual assault (SA) patients/survivors have unique medical, emotional and forensic needs which require a trauma-informed approach to care. Such an approach assures survivors will be supported while making informed decisions regarding their post-assault medical care and involvement in the criminal justice system. SANE Programs have been shown to improve the quality of healthcare for patients/survivors, increase the quality of forensic evidence collection, support police investigations, and increase the successful prosecution of such cases (Campbell, Bybee, Kelley, Dworkin, & Patterson, 2012; Campbell, Patterson, & Bybee, 2009; Crandall & Helitzer, 2003; Campbell, Patterson, & Lichty, 2005).

To address the lack of access to expert care and forensic evidence collection involving sexual assault incidences for adults and adolescents, the MDPH has recently been awarded a grant by the OVC, in collaboration with NIJ and the OVW. The purpose of the grant is to establish a National Sexual Assault TeleNursing Center that will use telemedicine technology to provide 24/7, 365 day remote expert consultation by MA SANEs to clinicians caring for adult and adolescent sexual assault patients in remote and/or underserved regions of the United States.

Pursuant to the grant, the above organizations entertained proposals from various organizations to provide the required telemedicine technology and consultation expertise on establishing a telemedicine service. Based on our proposal, including the use of our intellectual property, the Company was chosen as the telemedicine advisor/consultant, technology provider and has subsequently entered into contracts with MDPH.

The Company’s telemedicine equipment has been installed at the TeleNursing Center hub and telemedicine carts have been provided to each pilot site. MA SANEs will use this equipment to provide 24/7, 365 day voice and face-to-face guidance and support whenever pilot site clinicians encounter sexual assault patients and initiate calls to the TeleNursing Center. It is anticipated that the use of telemedicine as a vehicle to access SANE expertise will provide a trauma-informed patient experience, promote healing and enhance the adjudication of cases.

A total of four to five national sites will partner with the TeleNursing Center for this demonstration project. The National TeleNursing Center HUB is located at Newton Wellesley Hospital Newton, Massachusetts. Newton-Wellesley Hospital is a comprehensive medical center that provides the services and expertise of a major medical facility with the convenience and personal attention of a community hospital. The Hospital is committed to delivering high-quality, safe and efficient medical care to each and every patient.

The first tribal partner for the TeleNursing demonstration project is the Hopi Health Care Center (HHCC) in Polacca, Arizona. Where the Company has performed the network assessment and started working on technology placement/selection. Additional pilot sites representing either the military, rural hospitals or correctional facilities will be solicited for participation in 2014.

6

Customers

In addition to current revenue pursuant to PDRx’s sub-licensing of the Company’s patents to ECF’s and SNF’s, management plans on commercializing the Company’s patented technology as discussed above under Marketing and Sales.  The Company intends to license the patents and technology within the telemedicine markets to original equipment manufacturers (“OEM’s”), technology and software companies, to telecom network providers, telemedicine providers, healthcare companies and health insurance companies.

Competition

ADOL’s market competition falls into 3 main categories: patents/licensure, clinical services, and consulting/technology – “Integrators.” Management believes the largest patent holders/filers in the US for telehealth and telemedicine as of 2013 include:

• Robert Bosch 62 patent filings

• Medtronic 61 patent filings

• Philips 43 patent filings

• Boston Scientific 36 patent filings

American Well, Teladoc, and MDLIVE are three of the largest national telemedicine service providers. The following information was reported on their respective websites:

• American Well provides a turnkey telehealth product for its clients, by building its own doctors’ network including 50 doctors on staff, and another 1300 nationwide who are available on a per-call basis. They offer a telemedicine application and service model for its clientele at $49 a call/video encounter.

• Teladoc provides patients with 24/7 access to quality health care via phone, online video and mobile app for treatment of non-emergency medical issues, such as allergies, bronchitis, pink eye and sinus problems. Teladoc’s physicians are board-certified and state-licensed with an average of 15 years’ experience, and complete more than 250,000 consults annually with a 95 percent patient satisfaction rate.

• MDLIVE a leading telehealth provider of online and on-demand healthcare delivery services and software that benefit patients, hospitals, employers, payers, physician practice groups and accountable-care organizations. MDLIVE has physicians that are licensed in all 50 states and authorized to write prescriptions.

The Company believes that three of the largest equipment and telemedicine system integration companies are AVI-SPL, AMD Global Telemedicine, Inc. (“AMD”) and Global Med.

Each of these system integration works with other technology companies and healthcare information technology companies such as Cisco, Polycom, Rubbermaid, ProConnections, AT&T, Verizon, and others by bundling these companies’ solutions into specific offerings. Once a bundle is created they put their logo/brand on it and sell it into the healthcare marketplace to hospitals, providers, and payors.

• AVI-SPL designs, develops and implements advanced Telehealth, Telemedicine solutions and integrated operating rooms that improve the patient experience, and facilitate anytime collaboration between doctors and hospitals. Using AVI-SPL integrated medical solutions, caregivers communicate with their patients and peers virtually anywhere at any time, leading to improved department meetings, knowledge sharing, medical training courses, project management, patient care and oversight. 

• AMD is a leading provider of Telemedicine Encounter Management Solutions (TEMS) ^TM to over 8,100 patient end-points in more than 94 countries.

• GlobalMed a privately held telemedicine company, is a leader in Telehealth hardware and software research&development, design, engineering, manufacture and support.

Government Regulation

A substantial portion of the Company’s revenue comes from healthcare customers. The Company handles or has access to personal health information subject in the United States to the Health Insurance Portability and Accountability Act (“HIPAA”) and related regulations. These statutes and related regulations impose numerous requirements regarding the use and disclosure of personal health information with which we must comply.

Information Systems: The Company’s information systems, to the extent such systems hold or transmit patient medical information, operate in compliance with state and federal laws and regulations relating to the privacy and security of patient medical information, including HIPAA. While the Company has endeavored to establish its information systems to be compliant with such laws, including HIPAA, such laws are complex and subject to interpretation.

Privacy and Security of Health Information and Personal Information; Standard Transactions: The Company may be engaged by a healthcare practice or facility that is considered a Covered Entity under the terms of HIPAA. In providing and performing administration and support services for such Covered Entities (i.e. physician practices), medical chart review, healthcare facility call and message management, healthcare emergency dispatch and physician practice administration, the company may come in contact with a Covered Entity’s confidential patient medical information. Under such an engagement, the Covered Entity may make available and/or transfer to the Company certain Protected Health Information, as that term is defined and certain Electronic Protected Health Information ("EPHI") as that term is defined, in connection with goods or services that are being provided by the Company to the Covered Entity, that is confidential and subject to protection under HIPAA, HIPAA regulations and the HITECH Act. As such, the Company would be considered a Business Associate of the Covered Entity and further be subject to state and federal laws and implementing regulations relating to the privacy and security of the medical information of the patients the Company’s client physician practices and facilities treat. The Company, as a “Business Associate”, is subject to state and federal laws and implementing regulations relating to the privacy and security of the medical information of the patients its client physicians treat. The principal federal legislation is part of HIPAA, pursuant to which, the Secretary of the Department of Health and Human Services, or “HHS”, has issued final regulations designed to improve the efficiency and effectiveness of the healthcare system by facilitating the electronic exchange of information in certain financial and administrative transactions, while protecting the privacy and security of the patient information exchanged. These regulations also confer certain rights on patients regarding their access to and control of their medical records in the hands of healthcare providers.

Four principal regulations have been issued in final form: privacy regulations, security regulations, standards for electronic transactions, and the National Provider Identifier regulations. The HIPAA privacy regulations, which fully came into effect in April 2003, establish comprehensive federal standards with respect to the uses and disclosures of an individual’s personal health information, referred to in the privacy regulations as “protected health information,” by health plans, healthcare providers, and healthcare clearinghouses. The Company is a Business Associate within the meaning of HIPAA. HIPAA requires health care providers to enter into Business Associate contracts with certain businesses to which they disclose patient health information. These Business Associate contracts generally require the recipients of such information to use appropriate safeguards to protect the patient health information they receive. The regulations establish a complex regulatory framework on a variety of subjects, including:

• Provide that the company obtain and use confidential patient health information obtained from its clients only as necessary to perform customer service and support functions;

• Limit access to such information to those employees and agents who perform identified service and support functions;

• Prohibit disclosure of patient health information received from clients to persons who are not employees or agents of the company in the absence of express approval from legal counsel and, if appropriate, the client and/or patient;

• Require all employees and agents of the company to report uses and disclosures of patient information that are not permitted by the company’s Privacy and Security Policy;

• Provide that the company investigate all reports that patient health information was used in a manner not permitted by its Privacy and Security Policy and will impose appropriate sanctions for conduct prohibited by the policy as required and/or permitted by law;

• Establish and ensure that the company’s employees and agents who may come in contact with patient health information receive training regarding the company’s Privacy and Security Policy and the importance of protecting the privacy and security of patient health information;

• Provide for the storage and transmission of patient health information received from clients in a secure manner that protects the integrity, confidentiality and availability of the information; and

• Establish that the company’s employees, contractors and agents who may come in contact with patient health information maintain any and all protected health information obtained through operating their respective businesses confidential, and agree and acknowledge that such information is subject to protection under HIPAA, the HIPAA regulations and the HITECH Act and will conduct their businesses according to such.

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The federal privacy regulations, among other things, restricts the Company’s ability to use or disclose protected health information in the form of patient-identifiable data, without written patient authorization, for purposes other than payment, physician treatment, or healthcare operations (as defined by HIPAA) except for disclosures for various public policy purposes and other permitted purposes outlined in the privacy regulations. The privacy regulations provide for significant fines and other penalties for wrongful use or disclosure of protected health information, including potential civil and criminal fines and penalties. Although the HIPAA statute and regulations do not expressly provide for a private right of damages, the Company could incur damages under state laws to private parties for the wrongful use or disclosure of confidential health information or other private personal information.

The Company has implemented policies and practices that it believes brings it into compliance with the privacy regulations. However, the documentation and process requirements of the privacy regulations are complex and subject to interpretation. Failure to comply with the privacy regulations could subject the Company to sanctions or penalties, loss of business, and negative publicity.

The HIPAA privacy regulations establish a “floor” of minimum protection for patients as to their medical information and do not supersede state laws that are more stringent. Therefore, the Company is required to comply with both HIPAA privacy regulations and various state privacy laws. The failure to do so could subject the Company to regulatory actions, including significant fines or penalties, and to private actions by patients, as well as to adverse publicity and possible loss of business. In addition, federal and state laws and judicial decisions provide individuals with various rights for violation of the privacy of their medical information by healthcare providers.

The final HIPAA security regulations, which establish detailed requirements for physical, administrative, and technical measures for safeguarding protected health information in electronic form, became effective on April 21, 2005. The Company has employed what it considers to be a reasonable and appropriate level of physical, administrative and technical safeguards for patient information. Failure to comply with the security regulations could subject the Company to sanctions or penalties and negative publicity.

The final HIPAA regulations for electronic transactions, referred to as the transaction standards, establish uniform standards for certain specific electronic transactions and code sets and mandatory requirements as to data form and data content to be used in connection with common electronic transactions, such as billing claims, remittance advices, enrollment, and eligibility.

The HIPAA regulations on adoption of national provider identifiers, or NPI, required healthcare providers to adopt new, unique identifiers for reporting on claims transactions submitted after May 23, 2007. The Company may obtain NPIs for our client physicians so that we may report NPIs to Medicare, Medicaid, and other health plans on their behalf.

The healthcare information of the Company’s client physician’s patients includes social security numbers and other personal information that are not of an exclusively medical nature. The consumer protection laws of a majority of states now require organizations that maintain such personal information to notify each individual if their personal information is accessed by unauthorized persons or organizations, so that the individuals can, among other things, take steps to protect themselves from identity theft. The costs of notification and the adverse publicity can both be significant. Failure to comply with these state consumer protection laws can subject a company to penalties that vary from state to state, but may include significant civil monetary penalties, as well as to private litigation and adverse publicity. California recently enacted legislation that expanded its version of a notification law to cover improper access to medical information generally, and other states may follow suit.

Federal and State Fraud and Abuse Laws: The federal healthcare Anti-Kickback Statute prohibits, among other things, knowingly and willfully offering, paying, soliciting, or receiving remuneration to induce referrals or in return for purchasing, leasing, ordering, or arranging for the purchase, lease, or order of any healthcare item or service reimbursable under a governmental payor program. The definition of “remuneration” has been broadly interpreted to include anything of value, including gifts, discounts, the furnishing of supplies or equipment, credit arrangements, payments of cash, waivers of payments, ownership interests, opportunity to earn income, and providing anything at less than its fair market value. The Anti-Kickback Statute is broad, and it prohibits many arrangements and practices that are lawful in businesses outside of the healthcare industry. Recognizing that the Anti-Kickback Statute is broad and may technically prohibit many innocuous or beneficial arrangements within the healthcare industry, HHS has issued a series of regulatory “safe harbors.” These safe harbor regulations set forth certain provisions that, if met, will provide healthcare providers and other parties with an affirmative defense against prosecution under the federal Anti-Kickback Statute. Although full compliance with these provisions ensures against prosecution under the federal Anti-Kickback Statute, the failure of a transaction or arrangement to fit within a specific safe harbor does not necessarily mean that the transaction or arrangement is illegal or that prosecution under the federal Anti-Kickback Statute will be pursued.

Physician Referral Prohibitions: Under a federal law directed at “self-referral,” commonly known as the Stark Law, prohibitions exist, with certain exceptions, on Medicare and Medicaid payments for procedures/tests referred by physicians who personally, or through a family member, have an investment interest in, or a compensation arrangement with, the facility performing the procedures/tests. A person who engages in a scheme to circumvent the Stark Law’s referral prohibition may be fined up to $100,000 for each such arrangement or scheme. In addition, any person who presents or causes to be presented a claim to the Medicare or Medicaid programs in violation of the Stark Law is subject to civil monetary penalties of up to $15,000 per bill submission, an assessment of up to three times the amount claimed, and possible exclusion from participation in federal governmental payor programs. Bills submitted in violation of the Stark Law may not be paid by Medicare or Medicaid, and any person collecting any amounts with respect to any such prohibited bill is obligated to refund such amounts.

Any arrangement between a facility and a physician’s or physicians’ practice that involves remuneration will prohibit the facility from obtaining payment for services resulting from the physicians’ referrals, unless the arrangement is protected by an exception to the self-referral prohibition or a provision stating that the particular arrangement would not result in remuneration. Among other things, a facility’s provision of any item, device, or supply to a physician would result in a Stark Law violation unless it was used only to collect, transport, process, or store specimens for the facility, or was used only to order tests or procedures or communicate related results. This may preclude a facility’s provision of fax machines and computers that may be used for unrelated purposes. Most arrangements involving physicians that would violate the Anti-Kickback Statute would also violate the Stark Law. Many states also have “self-referral” and other laws that are not limited to Medicare and Medicaid referrals. These laws may prohibit arrangements which are not prohibited by the Stark Law, such as a laboratory’s placement of a phlebotomist in a physician’s office to collect specimens for the laboratory. Finally, recent amendments to these laws require self-disclosure of violations by providers.

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Corporate Practice of Medicine: The Company’s contractual relationships with licensed healthcare practices and providers are subject to regulatory oversight, mainly by state licensing authorities. In certain states, for example, limitations may apply to the relationship with the provider that the Company intends to engage, particularly in terms of the degree of control that the Company exercises or has the power to exercise over the practice of medicine by those providers. A number of states, including Florida, New York, Texas, and California, have enacted laws prohibiting business corporations, such as the Company, from practicing medicine and employing or engaging physicians to practice medicine. These requirements are generally imposed by state law in the states in which we operate, vary from state to state, and are not always consistent among states. In addition, these requirements are subject to broad powers of interpretation and enforcement by state regulators. Some of these requirements may apply to the Company even if it does not have a physical presence in the state, based solely on the engagement of a healthcare provider licensed in the state or the provision of services to a resident of the state. The Company believes that it operates in material compliance with these requirements. However, failure to comply can lead to action against the Company and the licensed healthcare professionals that the Company engages, fines or penalties, receipt of cease and desist orders from state regulators, loss of healthcare professionals’ licenses or permits, the need to make changes to the terms of engagement of those professionals that interfere with the Company’s business, and other material adverse consequences.

Referrals of a Public Company: A public company is not able to accept referrals from physicians who own, directly or indirectly, shares of its stock unless it complies with the Stark Law exception for publicly traded securities. This requires, among other things, $75 million in stockholders’ equity (total assets minus total liabilities). The parallel safe harbor requires, among other things, $50 million in undepreciated net tangible assets, in order for any distributions to such stockholders to be protected under the Anti-Kickback Statute. We intend to become publicly traded in the future.

Compliance Programs: Compliance with government rules and regulations is a significant concern throughout the industry, in part due to evolving interpretations of these rules and regulations. The Company seeks to conduct its business in compliance with all statutes and regulations applicable to its operations. To this end, the Company has established and continues to establish compliance programs that review for regulatory compliance procedures, policies, and facilities throughout its business.

Company and Other Information

We were incorporated under the laws of the State of Delaware in April 1999. Our principal executive office is located at 200 Mill Road, Suite 350A, Fairhaven, MA 02719, and our telephone number is (866) 539-7379. Our website address is www.adoltelemed.com. We do not incorporate the information on or accessible through our website into this registration statement, and you should not consider any information on, or that can be accessed through, our website a part of this registration statement.

Employees

We currently have 5 employees (full time/part time), other than our three officers and directors. We intend to hire additional employees as described in our plan of operations if we are able to raise the required funds.

Item 1A. Risk Factors.

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Registration Statement, including our financial statements and related notes, before investing in our common stock. If any of the following risks are realized, in whole or in part, our business, financial condition, results of operations and prospects could be materially and adversely affected.

Risks Related to Our Corporation

We have incurred losses from operations since inception and continued losses threaten the company’s ability to remain in business and pursue our business plan.

Since inception in 1999 through March 31, 2014, ADOL has incurred cumulative losses of $14,664,053. We anticipate incurring additional losses from operating activities in the near future. Even if ADOL is able to obtain additional equity financing, investors have no assurance we will be able achieve profitability in our operations. Until we achieve break even between revenues and expenses, we will remain dependent on obtaining additional debt and equity funding. In the event ADOL does not become profitable within a reasonable period of time, we may cease operations.

If ADOL does not obtain additional financing, ADOL’s business will fail.

ADOL anticipates that additional funding will be needed for general administrative expenses and marketing costs. At this time it is our intention to raise the required funds through an equity placement by filing a registration statement, whereby we will register additional shares of our common stock for sale. However, there is no guarantee that we will be able to raise the required cash and because of this ADOL’s business may fail. We do not currently generate sufficient revenue from operations to pay all of our monthly expenses.

We do not currently have any arrangements for financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. The most likely source of future funds available to us is through the sale of additional shares of common stock, debt financing or advances made from stockholders

Our financial condition could be adversely affected if our available liquidity is insufficient.

If our business is significantly adversely affected by deterioration in the economic environment or otherwise, it could lead us to seek new or additional sources of liquidity to fund the company’s needs. Currently, for a non-investment-grade company such as ours, the capital markets are challenging, with limited available financing and at higher costs than in recent years. There can be no guarantee that ADOL would be able to access any new sources of liquidity on commercially reasonable terms or at all.

We have no experience as a public company.

We have never operated as a public company. At the time this registration statement becomes effective we will become subject to the reporting requirements of the Securities Exchange Act of 1934. ADOL has no experience in complying with the various rules and regulations, which are required of a publicly reporting company. As a result, we may not be able to operate successfully as a publicly reporting company, even if ADOL’s operations are successful.

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We currently have only a small management team and staff, which could limit ADOL’s ability to effectively seize market opportunities and grow our business.

ADOL’s operations are subject to all of the risks inherent in a growing business enterprise, including the likelihood of operating losses. As a smaller company with a limited operating history, ADOL’s success will depend, among other factors, upon how ADOL will manage the problems, expenses, difficulties, complications and delays frequently encountered in connection with the growth of a business, including but not limited to channels of distribution, and current and future development. In addition, ADOL has only a small management team and staff to grow ADOL’s business and manage the risks inherent in a growing business enterprise. These factors could limit ADOL’s ability to effectively seize market opportunities and grow ADOL’s business.

We will incur increased costs as a result of being a public company. These costs will adversely impact ADOL’s results of operations.

At the time this registration statement becomes effective we will become subject to the reporting requirements of the Securities Exchange Act of 1934. As a result of being subject to these reporting requirements, ADOL will incur significant legal, accounting and other expenses that a private company does not incur. We estimate these costs to be approximately $150,000 annually and include the costs associated with having our financial statements prepared, audited and filed with the Securities and Exchange Commission (“SEC”) via EDGAR (the Electronic Data Gathering, Analysis, and Retrieval system) and XBRL (eXtensible Business Reporting Language) costs.

In addition, when and if we become publicly traded, we have costs associated with our transfer agent. The Sarbanes-Oxley Act of 2002 (SOX) and related rules resulted in an increase in costs of maintaining compliance with the public reporting requirements, as well as making it more difficult and more expensive for us to obtain directors' and officers' liability insurance. These added costs will delay the time in which we may expect to achieve profitability, if at all.

Our results of operations may vary significantly from period to period, which could cause the trading price of our common stock to decline if and when our common stock trades.

Our results of operations may vary significantly as a result of a number of factors, many of which are outside of our control and may be difficult to predict, including:

• our ability to attract and retain new customers;

• the budgeting cycles and purchasing practices of customers;

• the timing and length of our sales cycles;

• changes in customer or reseller requirements or market needs;

• the timing and success of new product and service introductions by us or our competitors or any other change in the competitive landscape of the market, including consolidation among our customers or competitors;

• insolvency or credit difficulties confronting our customers, affecting their ability to purchase or pay for our licenses, subscriptions and services;

• the cost and potential outcomes of future litigation;

• general economic conditions;

• future accounting pronouncements or changes in our accounting policies or practices; and

• the amount and timing of operating costs and capital expenditures related to the expansion of our business.

Any of the above factors, individually or in the aggregate, may result in significant fluctuations in our financial and other operating results from period to period. As a result of this variability, our historical results of operations should not be relied upon as an indication of future performance. Moreover, this variability and unpredictability could result in our failure to meet our operating plan or the expectations of investors or analysts for any period. There is currently no trading market for our common stock and there is no guarantee that one will be established. However, if we do establish a trading market for our common stock and if we fail to meet such expectations for these or other reasons, the market price of our common stock could fall substantially, and we could face costly lawsuits, including securities class action suits.

We are highly dependent on our Chairman and our Chief Executive Officer and the loss of either of them could have a material adverse effect on ADOL’s business and results of operations. Further, we may not be able to attract qualified directors or officers to replace them or other key management personnel necessary to grow our business.

We are highly reliant on the services of our Chairman and Chief Innovations Officer; Paul Bulat, MD and our Chief Executive Officer, Brian G. Lane. If either left, it could have a material adverse effect on our business and results of operations. The Company has employment agreements with Mr. Lane and Dr. Bulat that expire in October, 2015, at which time we may seek to renew such agreements. Furthermore, we must continue to hire experienced managers to continue to grow our business. As a company with limited operating history, we may have difficulty attracting and retaining new individuals. If we are not successful in attracting management, it could have a material adverse effect on our ability to grow our business, which would adversely affect our results of operations and financial condition.

Supporting a growing customer base could strain our personnel and corporate infrastructure, and if we are unable to scale our operations and increase productivity, we may not be able to successfully implement our business plan.

Our current management and human resources infrastructure is comprised of our Chairman, our CEO and several outsourced consultants. Our success will depend, in part, upon the ability of our Management to manage our proposed business effectively. To do so, we will need to hire, train and manage new employees as needed. To manage the expected domestic growth of ADOL’s operations and personnel, we will need to continue to improve our operational, financial and management controls and our reporting systems and procedures. If we fail to successfully scale our operations and increase productivity, we will be unable to execute our business plan.

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If we do not effectively manage changes in our business, these changes could place a significant strain on our management and operations.

To manage our growth successfully, we must continue to improve and expand our systems and infrastructure in a timely and efficient manner. Our controls, systems, procedures and resources may not be adequate to support a changing and growing company. If our management fails to respond effectively to changes and growth in our business, including acquisitions, this could have a material adverse effect on the Company’s business, financial condition, results of operations and future prospects.

Our business model is subject to change

We may elect to make hiring, marketing, pricing, and service decisions that could increase our expenses, affect our revenues and impact our overall financial results. Moreover, because our expense levels in any given quarter are based, in part, on management’s expectations regarding future revenues, if revenues are below expectations, the effect on our operating results may be magnified by our inability to adjust spending in a timely manner to compensate for a shortfall in revenues. The extent to which expenses are not subsequently followed by increased revenues would harm our operating results and could seriously impair our business.

ADOL’s Directors and Officers possess the majority of our voting power, and through this ownership, control our Company and our corporate actions.

Our current Officers and Directors as a group hold approximately 71% of the voting power of the outstanding shares of stock. These Officers and Directors have a controlling influence in determining the outcome of any corporate transaction or other matters submitted to our stockholders for approval, including mergers, consolidations and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions. Such officer and director may also have the power to prevent or cause a change in control. In addition, without the consent of these stockholders, ADOL could be prevented from entering into transactions that could be beneficial to us.  The interests of these stockholders may give rise to a conflict of interest with the Company and the Company’s other shareholders.  For additional details concerning voting power please refer to the section below entitled “Description of Securities.”

Legal proceedings to assert our intellectual property rights could require us to spend money and could impair our operations.

In the event that a competitor infringes upon our intellectual property rights, enforcing these rights may be costly, difficult, and time consuming. Even if successful, litigation to enforce our intellectual property rights or to defend our intellectual property rights against challenge could be expensive and time-consuming and could divert our management’s attention from our primary business. We may not have sufficient resources to enforce our intellectual property rights or to defend our patents or other intellectual property rights against a challenge. If we are unsuccessful in enforcing and protecting our intellectual property rights and protecting our products, it could harm our business, results of operations and financial condition.

We may encounter issues with privacy and security of personal information.

A substantial portion of our revenue comes from healthcare customers. Our software solutions may handle or have access to personal health information subject in the United States to HIPAA and related regulations. These statutes and related regulations impose numerous requirements regarding the use and disclosure of personal health information with which we must comply. Our failure to accurately anticipate or interpret these complex and technical laws and regulations could subject us to civil and/or criminal liability. We make every effort to comply with these and all relevant statutes and regulations. Such failure could adversely impact our ability to market and sell our software solutions to healthcare customers, and have a material adverse impact on our software operations, financial condition and statement of income.

We have limited licensing and marketing experience, sales force or distribution capabilities. We currently do not have any sales staff and even if we are unable to recruit key personnel to perform these functions, we may not be able to successfully commercialize our patents.

Our ability to produce revenues ultimately depends on our ability to sell our products and services. We currently have limited experience in marketing or selling our products and services. Developing a marketing and sales force is time-consuming and will involve the investment of significant amounts of financial and management resources, and could delay the launch of new products/services or expansion of existing product/service sales. In addition, we will compete with many companies that currently have extensive and well-funded marketing and sales operations. If we fail to establish successful marketing and sales capabilities or fail to enter into successful marketing arrangements with third parties, our ability to generate revenues will suffer.

Furthermore, even if we enter into marketing and distributing arrangements with third parties, these third parties may not be successful or effective in licensing and marketing our patents. If we fail to create successful and effective licensing, marketing and distribution channels, our ability to generate revenue and achieve our anticipated growth could be adversely affected. If these distributors experience financial or other difficulties, licensing of our patents could be reduced, and our business, financial condition and results of operations could be harmed.

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Claims by others that we infringe their proprietary technology or other rights could harm our business.

Technology companies frequently enter into litigation based on allegations of patent infringement or other violations of intellectual property rights. In addition, patent holding companies seek to monetize patents they have purchased or otherwise obtained. As we attempt to gain an increasingly higher profile, the possibility of intellectual property rights claims against us grows. Third parties may assert claims of infringement of intellectual property rights against us. As of the date of this Form 10 registration statement, no claims have been made against us. Third parties may in the future also assert claims against our customers or channel partners, with whom we may have license and other agreements that could obligate us to indemnify against claims that our products infringe the intellectual property rights of third parties. While we intend to increase the size of our patent portfolio, others may now and in the future have significantly larger and more mature patent portfolios than we have. In addition, future litigation may involve patent holding companies or other patent owners who have no relevant product offerings or revenue and against whom our own patents may therefore provide little or no deterrence or protection. Any claim of intellectual property infringement by a third party, even a claim without merit, could cause us to incur substantial costs defending against such claim, could distract our management from our business and could require us to cease use of such intellectual property. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by the discovery process.

Although third parties may offer a license to their technology or other intellectual property, the terms of any offered license may not be acceptable, and the failure to obtain a license or the costs associated with any license could cause our business, financial condition and results of operations to be materially and adversely affected. In addition, some licenses may be non-exclusive, and therefore our competitors may have access to the same technology licensed to us. If a third party does not offer us a license to its technology or other intellectual property on reasonable terms, or at all, we could be enjoined from continued use of such intellectual property. As a result, we may be required to develop alternative, non-infringing technology, which could require significant time (during which we could be unable to continue to offer our affected products, subscriptions or services), effort, and expense and may ultimately not be successful. Furthermore, a successful claimant could secure a judgment or we may agree to a settlement that prevents us from distributing certain products, providing certain subscriptions or performing certain services or that requires us to pay substantial damages, royalties or other fees. Any of these events could harm our business, financial condition and results of operations.

If we are not able to adequately protect our patented rights, our operations would be negatively impacted.

Our ability to compete largely depends on the superiority, uniqueness and value of our technology and intellectual property. To protect our intellectual property rights, we rely on a combination of patent, and trade secret laws, confidentiality agreements with our employees and third parties, and protective contractual provisions. Further, we can give no assurances that infringement or invalidity claims (or claims for indemnification resulting from infringement claims) will not be asserted or prosecuted against us or that any such assertions or prosecutions will not materially adversely affect our business. Regardless of whether any such claims are valid or can be successfully asserted, defending against such claims could cause us to incur significant costs and could divert resources away from our other activities. In addition, assertion of infringement claims could result in injunctions that prevent us from distributing our products. Despite these efforts, any of the following may reduce the value of our intellectual property:

• our applications for patents, trademarks and copyrights relating to our business may not be granted and, if granted, may be challenged or invalidated;

• once issued, such issued trademarks, copyrights, or patents may not provide us with any competitive advantages;

• our efforts to protect our intellectual property rights may not be effective in preventing misappropriation of our technology; or

• our efforts may not prevent the development and design by others of products or technologies similar to or competitive with, or superior to those we develop.

Our ability to maintain customer satisfaction depends in part on the quality of our professional service organization and technical and other support services. Failure to maintain high-quality customer support could have a material adverse effect on our business, financial condition and results of operations.

Once our platform is deployed within our customers’ networks, our customers may depend on our technical and other support services, as well as the support of our channel partners, to resolve any issues relating to the implementation and maintenance of our platform. If we or our channel partners do not effectively assist our customers in deploying our platform, succeed in helping our customers quickly resolve post-deployment issues, or provide effective ongoing support, our ability to sell additional products, subscriptions or services as part of our platform to existing customers would be adversely affected and our reputation with potential customers could be damaged. Many larger organizations have more complex networks and require higher levels of support than smaller customers. If we fail to meet the requirements of our larger customers, it may be more difficult to execute on our strategy of upselling and cross selling with these customers. Additionally, if our channel partners do not effectively provide support to the satisfaction of our customers, we may be required to provide this level of support to those customers, which would require us to hire additional personnel and to invest in additional resources. We are also in the process of expanding our professional services organization. It can take significant time and resources to recruit, hire, and train qualified technical support and professional services employees. We may not be able to hire such resources fast enough to keep up with demand, particularly when the sales of our platform exceed our internal forecasts. To the extent that we or our channel partners are unsuccessful in hiring, training, and retaining adequate support resources, our ability and the ability of our channel partners to provide adequate and timely support to our customers will be negatively impacted, and our customers’ satisfaction with our platform will be adversely affected.

We may or may not be able to capitalize on potential market opportunities related to our licensing strategy or our patent portfolio.

Our business strategy calls for us to enter into licensing relationships with the leading companies in our target market in order to reach a larger end-user base than we could reach through direct sales and marketing efforts. There can be no assurance that we will be able to capitalize on the potential market opportunity. Our inability to generate licensing revenues associated with the potential market opportunity could result from a number of factors, including, but not limited to:

• our capital resources may be insufficient;

• our management team may not have sufficient bandwidth to successfully capitalize on all of the opportunities identified; and

• we may not be successful in entering into licensing relationships with our targeted customers on commercially acceptable terms.

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Intellectual property rights do not necessarily address all potential threats to our competitive position.

The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations, and may not adequately protect our business, or permit us to maintain our competitive position. We may face, among others, the following threats or challenges:

• Others may be able to develop technology or systems that are similar to our products and systems but that are not covered by the claims of the patents that we own or have exclusively licensed. 

• Others may assert an ownership interest in any of our intellectual property rights or raise an inventorship issue with respect to our patent filings. No such claims have been raised to date.

• We or our licensors, or contracted entities might not have been the first to make the inventions covered by the issued patent or pending patent application that we own or have exclusively licensed. 

• Although we are unaware of any such conflicts, we or our licensors or contracted entities might not have been the first to file patent applications covering certain of our inventions. 

• Others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual property rights. 

• Our pending patent applications may not lead to issued patents. 

• Issued patents that we own or have exclusively licensed may not provide us with any competitive advantages, or may be held invalid or unenforceable, as a result of legal challenges by our competitors. To date no such claims have been made.

• Our competitors might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets. We current only have U.S. patent rights.

• We may not develop additional proprietary technologies that are patentable. 

• The patents of others may have an adverse effect on our business.

Our current research and development efforts may not produce successful products or enhancements to our platform that result in significant revenue, cost savings or other benefits in the near future, if at all.

We must continue to dedicate significant financial and other resources to our research and development efforts if we are to establish, then maintain a competitive position. However, developing products and enhancements to our platform is expensive and time consuming, and there is no assurance that such activities will result in significant new marketable products or enhancements to our platform, design improvements, cost savings, revenue or other expected benefits. If we spend significant time and effort on research and development and are unable to generate an adequate return on our investment, our business and results of operations may be materially and adversely affected.

Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our products.

Obtaining and enforcing patents is costly, time-consuming and inherently uncertain. In addition, Congress may pass patent reform legislation. The U.S. Supreme Court has ruled on several patent cases in recent years, either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents, once obtained. Depending on decisions by the U.S. Congress, the federal courts, and the U.S. Patent and Trademark Office, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain new patents or to enforce our existing patents and patents that we might obtain in the future. If we are unable to obtain new patents or enforce our existing patents, our business, financial condition, and results of operations would adversely affect our financial condition.

Risks Related to the Securities Markets and Ownership of Our Common Stock

We cannot assure you that a market will develop for our common stock or what the market price of our common stock will be.

There is no established public trading market for our securities. Hence, there is no central place, such as a stock exchange or electronic trading system, to resell your common stock. It is our plan to utilize a market maker who will apply to have our common stock quoted on the over the counter market operated by the OTC Markets Group. We intend to apply for the OTCQB level of such market (“OTCQB”) To be eligible to trade on OTCQB, companies are required to meet a ($.01) bid price test, provide information based upon their reporting standard (SEC Reporting, Bank Reporting or International Reporting), and submit an annual OTCQB Certification signed by the company CEO or CFO. In the event we do not meet the eligibility requirements for the OTCQB we will apply for trading on the OTC Markets Pink level of quotation.

Our shares are not and have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotations will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor will be unable to liquidate his investment except by private sale.

Failure to develop or maintain a trading market could negatively affect the value of our common stock in the hands of our investors and make it difficult or impossible for you to sell your shares. Even if a market for common stock does develop, the market price of common stock may be highly volatile. In addition to the uncertainties relating to future operating performance and the profitability of operations, factors such as variations in interim financial results or various, as yet unpredictable, factors, many of which are beyond our control, may have a negative effect on the market price of our common stock.

13

If and when a market for our common stock develops, the price of our common stock may be volatile, and the value of an investment could decline.

Technology stocks have historically experienced high levels of volatility. If we are able to obtain a trading symbol and have our shares of common stock quoted on the OTCQB, the trading price of our common stock may fluctuate substantially. The market price of our common stock may be higher or lower than the price paid for shares of our common stock, depending on many factors, some of which are beyond our control and may not be related to our operating performance. These fluctuations could cause an investor to lose all or part of their investment in our common stock. Factors that could cause fluctuations in the future trading price of our common stock include the following:

• announcements of new products, services or technologies, commercial relationships, acquisitions or other events by us or our competitors;

• price and volume fluctuations in the overall stock market from time to time;

• significant volatility in the market price and trading volume of technology companies in general and of companies in our industry in particular;

• fluctuations in the trading volume of our shares or the size of our public float;

• actual or anticipated changes or fluctuations in our results of operations;

• whether our results of operations meet the expectations of securities analysts or investors;

• actual or anticipated changes in the expectations of investors or securities analysts;

• litigation involving us, our industry, or both;

• regulatory developments in the United States;

• general economic conditions and trends;

• major catastrophic events;

• sales of large blocks of our common stock; or

• departures of key personnel.

In addition, if the market for technology stocks or the stock market in general experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, results of operations or financial condition. The trading price of our common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. If our stock price is volatile, we may become the target of securities litigation. Securities litigation could result in substantial costs and divert our management’s attention and resources from our business. This could have a material adverse effect on our business, results of operations and financial condition.

Sales of substantial amounts of our common stock in the public markets, if established, or the perception that such sales might occur, could reduce the price that our common stock might otherwise attain and may dilute your voting power and your ownership interest in us.

There is currently no public trading market for our common stock, however, we hope that one will be established in the future. Sales of a substantial number of shares of our common stock in the public market in the future, or the perception that such sales could occur, could adversely affect the market price of our common stock, when and if established, and may make it more difficult for you to sell your common stock at a time and price that you deem appropriate. As of March 31, 2014, we had approximately 18,365,231 shares of common stock outstanding on a fully diluted basis, including the conversion of 3,500,000 shares of Class A preferred stock into 7,000,000 shares of common stock and the conversion of convertible promissory notes of $104,055 into 104,055 shares of common stock and excludes outstanding vested options to purchase 4,107,360 shares of common stock.

We may issue our shares of common stock or securities convertible into our common stock from time to time in connection with a financing, acquisition or otherwise. Any such issuance could result in substantial dilution to our existing stockholders and cause the trading price of our common stock to decline.

Insiders will continue to have substantial control over us, which could limit your ability to influence the outcome of key transactions, including a change of control.

Our directors, executive officers and each of our stockholders who owns greater than 5% of our outstanding common stock, in the aggregate, beneficially own approximately 71% of the outstanding shares of our common stock, based on the number of shares outstanding as of March 31, 2014. As a result, these stockholders, if acting together, will be able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our common stock.

We do not intend to pay dividends for the foreseeable future.

We have never paid dividends on our common stock. Also, we do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development and marketing efforts. There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to the holders of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1933, as amended, and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly, and increase demand on our systems and resources. Among other things, the Exchange Act requires that we file annual, quarterly and current reports with respect to our business and results of operations and maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could harm our business and results of operations. Although we have already hired a Chief Financial Officer to comply with these requirements, we may need to hire even more employees in the future, which will increase our costs and expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations, and standards, and this investment will increase our general and administrative expense and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations, and standards are unsuccessful, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified executive officers and members of our board of directors.

14

We are an “emerging growth company,” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

For so long as we remain an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, we may take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies,” including not being required to comply with the independent auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the completion of offering public offering, (ii) the last day of the first fiscal year in which our annual gross revenue is $1 billion or more, (iii) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities or (iv) the date on which we are deemed to be a “large accelerated filer” as defined in the Exchange Act. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile and may decline.

In addition, the JOBS Act also provides that an “emerging growth company” can take advantage of an extended transition period for complying with new or revised accounting standards. We have elected to adopt these reduced disclosure requirements.

As an “emerging growth company” under the JOBS Act, we are permitted to rely on exemptions from certain disclosure requirements.

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

• have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

• comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

• submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

• disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” we will remain an emerging growth company from up to the last day of the fifth anniversary of your first registered sale of common equity securities, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

As a result of becoming a public reporting company, we will be obligated to implement and maintain proper and effective internal control over financial reporting. We may not complete our analysis of our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our common stock if and when it is publicly traded.

We will be required, pursuant to the Exchange Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the first fiscal year beginning after the effective date of this registration statement. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting.

In connection with the preparation of our audited consolidated financial statements for the year ended December 31, 2013, we and our independent auditors identified material weaknesses relating to our internal control over the financial reporting process and information technology.

During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting that we are unable to remediate before the end of the same fiscal year in which the material weakness is identified, we will be unable to assert that our internal controls are effective. If we are unable to assert that our internal control over financial reporting is effective, or if our auditors, when required, are unable to attest to management’s report on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our common stock to decline when and if a trading market is established.

As a publicly reporting company, we will be required to disclose material changes made in our internal control and procedures on a quarterly basis. However, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until the later of the year following our first annual report required to be filed with the SEC or the date we are no longer an “emerging growth company” as defined in the JOBS Act, if we take advantage of the exemptions contained in the JOBS Act. To comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff.

Our charter documents and Delaware law could discourage takeover attempts and lead to management entrenchment.

Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that could delay or prevent a change in control of our company. These provisions could also make it difficult for stockholders to elect directors who are not nominated by the current members of our board of directors or take other corporate actions, including effecting changes in our management. These provisions include:

• the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror;

• the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

• the requirement for the affirmative vote of holders of a majority of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our amended and restated certificate of incorporation relating to the management of our business or certain provisions of our amended and restated bylaws, which may inhibit the ability of an acquiror to effect such amendments to facilitate an unsolicited takeover attempt;

• the ability of our board of directors to amend the bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquiror to amend the bylaws to facilitate an unsolicited takeover attempt; and

• advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of us.

Our common stock if it becomes listed on the OTCQB will be considered “penny stock” and may be difficult to sell.

The SEC has adopted Rule 3a51-1, which establishes the definition of a “penny stock” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share and trades on a national market system with certain initial quantitative listing standards, subject to certain exceptions.  For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:

• that a broker or dealer approve a person’s account for transactions in penny stocks; and

• that the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

• In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

• obtain financial information and investment experience objectives of the person; and

• make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

• sets forth the basis on which the broker or dealer made the suitability determination; and

• that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules.  This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.  In addition, since the common stock will be traded on the OTCQB Marketplace, investors may find it difficult to obtain accurate quotations of the common stock and may experience a lack of buyers to purchase such stock or a lack of market makers to support the stock price.

Our operating history makes it difficult for you to evaluate the merits of our ongoing business prospects.

Our revenues were $425,918 and $267,849 for the years ended December 31, 2013 and 2012, respectively, and $121,321 for the three months ended March 31, 2014. For the years ended December 31, 2013 and 2013 and for the three months ended March 31, 2014, we had net losses of $4,724,950, $1,734,290 and $325,443, respectively. You have no assurance we will be able to generate sufficient revenues from our business to reach a break-even level or to become profitable in future periods. We are subject to the risks inherent in any new business in a highly competitive marketplace. Products and services that we have recently introduced or plan to introduce in the near future increase our new-business risks and your difficulty in assessing our prospects. You must consider the likelihood of our success in light of the problems, uncertainties, unexpected costs, difficulties, complications and delays frequently encountered in developing and expanding a new business and the competitive environment in which we operate. If we fail to successfully address these risks, our business, financial condition and results of operations would be materially harmed.

Our stockholders may experience significant dilution if future equity offerings are used to fund operations or acquire complementary businesses.

If our future operations or acquisitions are financed through the issuance of equity securities, our stockholders could experience significant dilution. In addition, securities issued in connection with future financing activities or potential acquisitions may have rights and preferences senior to the rights and preferences of our common stock. We also have established an equity incentive plan for our management and employees. We have granted options to purchase shares of our common stock, and we may grant additional options and stock awards in the future. The issuance of shares of our common stock form the granting of stock awards and upon the exercise of these options may result in dilution to our stockholders.

We could issue “blank check” preferred stock without stockholder approval with the effect of diluting then current stockholder interests and impairing their voting rights, and provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable.

Our certificate of incorporation, as amended, provides for the authorization to issue up to 15,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time by our board of directors.  Our board of directors is empowered, without stockholder approval, to issue one or more series of preferred stock with dividend, liquidation, conversion, voting or other rights which could dilute the interest of, or impair the voting power of, our common stockholders. In consideration of a Patent Assignment Agreement, the Company issued to Dr. Paul Bulat, 3,500,000 shares of Class A Preferred Stock that have voting rights to cast fifteen (15) votes for each share held of record on all matters submitted to a vote of holders of the Corporation’s common stock, including the election of directors, and all other matters as required by law and at Mr. Bulat’s option convert to 7,000,000 shares of common stock. The issuance of any additional class of preferred stock could be used as a method of discouraging, delaying or preventing a change in control.  For example, it would be possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of our company.  In addition, advanced notice is required prior to stockholder proposals.

The Financial Industry Regulatory Authority, or FINRA, sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the Penny Stock Rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

A significant amount of our issued and outstanding shares of common stock are restricted securities and may not be freely resold to the public. When the restriction on any or all of these shares is lifted, and the shares are sold in the open market, if a market then exists for our common stock, the price of our common stock could be adversely affected.

A significant amount of our issued and outstanding shares of common stock are "restricted securities" as defined under Rule 144 promulgated under the Securities Act of 1933, as amended, and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Although Rule 144 may not be immediately available to permit resale of such shares, once available, and given the number of shares that would no longer be restricted, sales of shares by our shareholders, whether pursuant to Rule 144 or otherwise, could have an immediate negative effect upon the price of our common stock if a trading market for our common stock has been established at that time.

When we issue additional shares in the future, it will likely result in the dilution of our existing stockholders.

Our certificate of incorporation, as amended, authorizes the issuance of up to 100,000,000 shares of common stock with a $0.01 par value and 15,000,000 preferred shares with a par value of $0.01. As the date of this Form 10 filing, 11,261,175 shares of common stock were issued and outstanding, 3,500,000 shares of Series A Convertible Preferred Stock were issued and outstanding and 43,000 shares of Series B Convertible Preferred Stock was outstanding. If we issue any additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all current stockholders. Further, such issuance may result in a change of control of our corporation.

Moreover, in the past, we have issued options to acquire shares of common stock. As of June 30, 2014, we had options to purchase an aggregate of 4,262,360 shares of our common stock. In addition, the issuance of any shares for acquisition, licensing or financing efforts, or exercise of warrants and options and issuance of stock award grants pursuant to our equity compensation plans, or otherwise may result in a reduction of the book value and market price of the outstanding shares of our common stock.

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

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes appearing in this registration statement. Some of the information contained in this discussion and analysis or set forth elsewhere in this registration statement, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of this registration statement, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

15

For the year ended December 31, 2013 compared to December 31, 2012

Results of Operations

Revenues

Revenues for the years ended December 31, 2013 and 2012 were $425,918and $267,849, respectively. The increase of $158,069 was a result of the following:

Contracts in effect for full year in 2013 versus partial in 2012	$	105,000
New contracts beginning in 2013		58,000
Began providing physicals in April 2013		30,000
Fluctuation due to patient census and encounters		6,069
2012 contracts expired		(41,000	)
	$	158,069

Operating Expenses

Operating expenses were $5,143,660 for the year ended December 31, 2013 compared to $2,002,139 for the year ended December 31, 2012.

	Year ended December 31,
	2013		2012
Administration and management fees	$	218,855	$	209,356
Stock compensation expense		4,105,546		1,388,829
Professional and consulting fees		606,772		146,282
Rent and occupancy costs		23,758		42,777
Travel and entertainment		26,918		24,845
Advertising and marketing		5,231		52,360
Insurance		49,890		48,249
Depreciation and amortization		30,224		37,913
General and other administrative		76,466		51,528
	$	5,143,660	$	2,002,139

Stock compensation expense is comprised of the following:

	Year ended December 31,
	2013		2012
Amortization of 2011 stock option grants	$	102,101	$	102,101
Amortization of 2012 stock option grants		57,582		1,286,728
2013 stock option grants		114,683		—
Preferred stock(1)		3,483,325		—
Common stock(2)		216,981		—
Stock grants(3)		130,874		—
	$	4,105,546	$	1,388,829

(1) Represents 3,500,000 shares of Series A Preferred Stock issued to Dr. Paul Bulat pursuant to the Patent Purchase Agreement. The shares of Series A Preferred Stock were valued $1.00 per share.

(2) Represents 347,170 shares of common stock issued and fully vested to the CFO and an additional 520,754 shares have been issued and recorded as deferred equity compensation and will be expensed and amortized over a twelve month term. The shares of common stock were valued at $0.50 per share. Accordingly, the company has expensed $173,585 for the shares of common stock that vested upon their issuance and amortized $43,396 of stock compensation for the year ended December 31, 2013. As of January 1, 2014 there remains $216,981 of deferred equity compensation that will be amortized on a monthly basis from January through October 2014.

(3) Shares of common stock issued in the aggregate of 261,748 to four individuals for services rendered to the Company. The shares of common stock were valued at $0.50 per share.

Professional and consulting fees increased to $606,772 for the year ended December 31, 2013 compared to $146,282 for the year ended December 31, 2012 and is comprised of the following:

	Year ended December 31,
	2013		2012
Outside services fees	$	273,129	$	113,011
Consulting fees		191,623		653
Legal fees		102,886		26,808
Accounting fees		39,134		5,810
	$	606,772	$	146,282

The increase in outside services for the year ended December 31, 2013 primarily is a result the Company hiring a Chief Medical Officer (“CMO”), an Assistant Chief Medical Officer (“ACMO”) and a Chief Technology Officer (“CTO”) in June 2013. The CMO, ACMO and CTO costs were $40,500, $30,625 and $36,000, respectively. The Company also incurred costs of $19,868 related to physical examinations which commenced in 2013. The increase in consulting fees for the year ended December 31, 2013 is primarily a result of $140,000 pursuant to consulting agreements with ipCG relating to the Company’s intellectual property and expenses of $47,100 incurred for preparing to become a publicly traded company. The increase in legal fees for the year ended December 31, 2013, consists of costs associated with the Company’s lawsuit against Healthbridge Management, Inc. The increase in accounting fees is primarily a result of auditing costs in preparing to become a publicly reporting company.

Advertising and marketing decreased to $5,231 for the year ended December 31, 2013 compared to $52,360 for the year ended December 31, 2012. The fees incurred for 2012 were in relation to sales marketing material, brochures and costs associated with the build out of our platform.

General and other administrative costs for the year ended December 31, 2013 were $76,466 compared to $51,528 for the year ended December 31, 2012. Expenses for the year ended December 31, 2013 include finance feesof $30,675 pursuant to a Placement Agent and Advisory Services Agreement, payroll costs of $15,413, internet costs of $9,501, office supplies and expense of $10,295 and $10,582 of other general and administrative costs.

Net Loss

For the years ended December 31, 2013 and 2012, our net loss was $4,724,950 and $1,734,290, respectively. The increase in net loss in 2013 was due primarily to the increase in total operating expenses, offset by increased revenues, as described above.

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Liquidity and Capital Resources

As of December 31, 2013, the Company had $225,199 in current assets, consisting of $96,782 in cash, $115,917 in accounts receivable and $12,500 in prepaid expenses. As of December 31, 2013, the Company had $330,554 in current liabilities consisting of accounts payable and accrued expenses of $308,944 and $21,610 of accounts payable and accrued expense, related party and convertible notes payable of $104,055 to our Chairman for loans made to the Company or expenses paid on behalf of the Company. During the year ended December 31, 2013, we issued six convertible promissory notes (the “2013 Notes”) to Dr. Paul Bulat, our founder, Chief Innovation Officer and Chairman of the board of directors. The 2013 Notes in the aggregate total $105,055, accrue interest at 5% per year and are due on their three year anniversary (the “Maturity Date”) of the issuance date. During the year ended December 31, 2013, the Company repaid $1,000 of the 2013 Notes.

Net cash used in operating activities was $373,662 for the year ended December 31, 2013 compared to $189,986 for the year ended December 31, 2012. Negative cash flow from operations for 2013 was due to the net loss of $4,724,950, an increase of $12,500 in prepaid expenses and an increase in accounts receivable of $61,491; offset by the non-cash stock-based compensation of $4,105,546, amortization and depreciation expenses of $30,224 and an increase in accounts payable and accrued expenses in the amount of $289,509. Negative cash flow from operations for 2012 was due to the net loss of $1,734,290, offset by a decrease of $1,917 in prepaid expenses, a decrease in accounts receivable of $56,429; offset by non-cash stock-based compensation of $1,388,829, amortization and depreciation expenses of $37,912 and an increase in accounts payable and accrued expenses in the amount of $59,217.

Net cash used in investing activities was $12,726 compared to $6,611 for the years ended December 31, 2013 and 2012, respectively. The cash flows from investing activities during the year ended December 31, 2013 was due to costs associated with the Company’s patents. Cash flows from investing activities during the year ended December 31, 2012 was primarily due to cost associated with the purchase of computer equipment.

Net cash provided by financing activities was $474,055 and $149,500 for the years ended December 31, 2013 and 2012, respectively. The cash flows from financing activities for the year ended December 31, 2013 were a result of proceeds from the sale of 740,000 shares of common stock at $.50 per share, or $370,000, proceeds of $105,055 from advances from a related party; offset by repayments of $1,000 on convertible notes to the same related party. Cash flows from financing activities for the year ended December 31, 2012 were a result of proceeds from the sale of common stock.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of December 31, 2013 the Company had an accumulated deficit of $14,333,703 and a working capital deficit of $105,350. These conditions raise substantial doubt about the Company's ability to continue as a going concern.The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

For the three months ended March 31, 2014 compared to March 31, 2013

Results of Operations

Revenues

Revenues for the three months ended March 31, 2014 and 2013 were $121,321and $95,586, respectively. The increase of $25,735 includes $12,360 for physical examinations in the current period that were not provided in the three months ended March 31, 2013, $7,100 from a new contract and $6,275 due to the fluctuation that occurred for the three months ended March 31, 2014 to 2013 due to patient census and patient encounters for such facilities.

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Operating Expenses

Operating expenses were $443,668 for the three months ended March 31, 2014 compared to $157,657 for the three months ended March 31, 2013 and were comprised of the following:

	Three months ended March 31,
	2014		2013
Administration and management fees	$	110,620	$	48,252
Stock compensation expense		94,312		39,921
Professional and consulting fees		148,404		29,753
Rent and occupancy costs		20,922		6,160
Travel and entertainment		7,287		1,576
Advertising and marketing		—		1,737
Insurance		15,083		11,818
Depreciation and amortization		6,202		6,867
General and other administrative		40,838		11,573
	$	443,668	$	157,657

Stock compensation expense is comprised of the following:

	Three months ended March 31,
	2014		2013
Amortization of 2011 stock option grants	$	10,029	$	25,525
Amortization of 2012 stock option grants		14,395		14,396
2013 stock option grants		4,794		—
Amortization of deferred equity compensation (1)		65,094		—
	$	94,312	$	39,921

(1) Represents the amortization for the three months ended March 31, 2014, for the shares issued in 2013 to the CFO. There remains $151,887 of deferred equity compensation that will be amortized on a monthly basis from April through October 2014.

Professional and consulting fees increased to $148,404 for the three months ended March 31, 2014 compared to $29,753 for the three months ended March 31, 2013 and is comprised of the following:

	Three months ended March 31,
	2014		2013
Outside services fees	$	107,108	$	17,145
Consulting fees		12,500		—
Legal fees		27,046		11,557
Accounting fees		1,750		1,051
	$	148,404	$	29,753

The increase in outside services to $107,108 for the three months ended March 31, 2014 is primarily a result of fees accrued for our CMO of $18,000, ACMO of $14,700 and CTO of $18,000 and cost associated with providing physical examinations. The increase in consulting fees for the three months ended March 31, 2014 is a result of fees related to preparing to become a publicly traded company. The increase in legal fees to $27,046 for the three months ended March 31, 2014, are costs associated with the Company’s lawsuit against Healthbridge.

Rent and occupancy costs increased for the three months ended March 31, 2014 compared to the three months ended March 31, 2013 as a result of the Company effective January 1, 2014, making monthly rent payments of $5,880 owed by SLEA.

General and other administrative costs for the three months ended March 31, 2014 were $40,838 compared to $11,573 for the three months ended March 31, 2013. Expenses for the three months ended March 31, 2014 include financing fees of $22,903 pursuant to the PAASA, payroll costs of $6,514, internet costs of $2,494, office supplies and expense of $4,253 and $4,674 of other general and administrative costs.

Net Loss

For the three months ended March 31, 2014 and 2013, our net loss was $325,443 and $62,498, respectively. The increase in net loss in 2014 was due primarily to the increase in total operating expenses, offset by increased revenues, as described above.

Liquidity and Capital Resources

As of March 31, 2014, the Company had $125,070 in current assets, consisting of $23,825 in cash and $101,245 in accounts receivable. As of March 31, 2014, the Company had $467,147 in current liabilities consisting of accounts payable and accrued expenses of $404,501 and $62,640 of accounts payable and accrued expense, related party. Long term debt is comprised of convertible notes payable of $104,055 to our Chairman for loans made to the Company or expenses paid on behalf of the Company. During the year ended December 31, 2013, we issued six convertible promissory notes (the “2013 Notes”) to Dr. Paul Bulat, our founder, Chief Innovation Officer and Chairman of the board of directors. The 2013 Notes in the aggregate total $105,055, accrue interest at 5% per year and are due on their three year anniversary (the “Maturity Date”) of the issuance date. During the year ended December 31, 2013, the Company repaid $1,000 of the 213 Notes.

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Operating Activities

Net cash used in operating activities was $61,170 for the three months ended March 31, 2014 compared to $56,351 for the three months ended March 31, 2013. Negative cash flow from operations for 2014 was due to the net loss of $325,443, offset by a decrease of $12,500 in prepaid expenses, a decrease in accounts receivable of $14,672, non-cash stock-based compensation of $94,312, amortization and depreciation expenses of $6,202, an increase in accounts payable and accrued expenses of $95,556 and an increase in accounts payable and accrued expenses, related party of $41,031. Negative cash flow from operations for 2013 was due to the net loss of $62,498, offset by an increase of $26,108 in prepaid expenses, an increase in accounts receivable of $9,933, offset by a decrease in accounts payable of $4,648, non-cash stock-based compensation of $39,921, and amortization and depreciation expenses of $6,867.

Net cash used in investing activities was $11,787 for the three months ended March 31, 2014. The cash flows from investing activities during the three months ended March 31, 2014 was due to costs associated with the Company’s pending patents.

Net cash provided by financing activities was $58,201 for the three months ended March 31, 2013. The cash flows for the three months ended March 31, 2013 were as a result of proceeds received from advances from a related party.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of March 31, 2014 the Company had an accumulated deficit of $14,664,053 and a working capital deficit of $343,071. These conditions raise substantial doubt about the Company's ability to continue as a going concern.The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Recent Financing Transactions

On January 19, 2012, the Company issued 144,114 shares of common stock in settlement of accounts payable to related parties. The shares were issued to ten individuals who were the shareholders of the related party. The shares were issued at $1.36 per share and accordingly, accounts payable, related parties were reduced by $195,995.

Also on January 19, 2012, the Company sold 77,573 shares of common stock at $1.36 per share and received $105,500.

On August 8, 2012, the Company sold 18,382 shares of common at $1.36 per share and received $25,000. The shares were sold to our Chairman and Founder.

On September 26, 2012, the Company sold 1,103 shares of common at $1.36 per share and received $1,500. The shares were sold to our Chairman and Founder.

On November 2, 2012, the Company sold 11,029 shares of common stock at $1.36 per share and received $15,000.

On November 8, 2012, the Company sold 1,838 shares of common stock at $1.36 per share and received $2,500.

In June 2013, the Company sold 50,000 shares of common stock at $0.50 per shares and received $25,000.

On June 30, 2013, the Company issued 16,248 shares of common stock in satisfaction of $2,250 of accounts payable and $5,874 for services. The shares were issued at $0.50 per share.

In July 2013, the Company sold 480,000 shares of common stock at $0.50 per share and received $240,000.

In August 2013, the company sold 190,000 shares of common stock at $0.50 per share and received $95,000.

In September 2013, the Company sold 20,000 shares of common stock at $0.50 per share and received $10,000.

On September 30, 2013, the Company issued 100,000 shares of common stock in settlement of accrued and unpaid legal fees of $49,995 related to Healthbridge. The shares were issued at $0.50 per share.

On April 3, 2014, the Company issued 35,000 shares of Series B Convertible Redeemable Preferred Stock and received proceeds of $26,250. The shares were issued at $0.75 per share.

On June 18, 2014, pursuant to a consulting agreement, the Company issued 911,233 shares of common stock to Makena for services rendered.

On July 2, 2014, the Company issued 8,000 shares of Series B Convertible Redeemable Preferred Stock and received proceeds of $6,000. The shares were issued at $0.75 per share.

Recent Accounting Pronouncements

Recent accounting pronouncements issued by the FASB and the SEC did not have, or are not believed by management to have, a material impact on the Company's present or future consolidated financial statements.

Critical Accounting Policies

Basis of Presentation

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). 

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Emerging Growth Company Critical Accounting Policy Disclosure

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

• have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

• comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

• submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

• disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an emerging growth company from up to the last day of the fifth anniversary of your first registered sale of common equity securities or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Rule 12b-2 of the Securities Exchange Act of 1934, as amended, defines a Smaller Reporting Company as an issuer that is not an investment company, an asset-backed issuer), or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

• Had a public float of less than $ 75 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or

• In the case of an initial registration statement under the Securities Act or Exchange Act for shares of its common equity, had a public float of less than $75 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or

• In the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero, had annual revenues of less than $50 million during the most recently completed fiscal year for which audited financial statements are available.

We qualify as a Smaller Reporting Company. Moreover, as a Smaller Reporting Company and so long as we remain a Smaller Reporting Company, we benefit from similar exemptions and exclusions as an Emerging Growth Company. In the event that we cease to be an Emerging Growth Company as a result of a lapse of the five year period, but continue to be a Smaller Reporting Company, we would continue to be subject to similar exemptions available to Emerging Growth Companies until such time as we were no longer a Smaller Reporting Company.

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Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents.

Accounts Receivable

Pursuant to licenses entered into by PDRx and their customers, the Company bills the customer monthly and records the corresponding accounts receivable due from its licensees.

Patents

The Company capitalizes legal fees and filing costs associated with the development and filing of its patents.  Patents are generally amortized over an estimated useful life of 17 years using the straight-line method beginning on the grant date.  

Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria are met (1) persuasive evidence of an arrangement exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability is reasonably assured.

The Company recognizes revenue during the month in which the licensed products are utilized.

Fair Value of Financial Instruments

Fair value measurements are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”).

Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets (“market approach”). The Company also considers the impact of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly.

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The highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The three hierarchy levels are defined as follows:

Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly;

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

Credit risk adjustments are applied to reflect the Company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Company’s own credit risk as observed in the credit default swap market.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. The Company recognizes deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. The Company records a valuation allowance related to a deferred tax asset when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.

ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. The Company classifies interest and penalties as a component of interest and other expenses. To date, the Company has not been assessed, nor has the Company paid, any interest or penalties.

The Company measures and records uncertain tax positions by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized.

Earnings (Loss) Per Share

The Company reports earnings (loss) per share in accordance with ASC 260, "Earnings per Share." Basic earnings (loss) per share is computed by dividing net income (loss), after deducting preferred stock dividends accumulated during the period, by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period.

Accounting for Stock Based Compensation 

We account for stock based compensation in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”).  ASC 718 establishes accounting for stock-based awards exchanged for employee services.  Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the equity grant).  

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The Company will estimate the fair value of stock options and warrants using the Black-Scholes option-pricing model, which was developed for use in estimating the fair value of options that have no vesting restrictions and are fully transferable. This model requires the input of subjective assumptions, including the expected price volatility of the underlying stock and the expected life of stock options. Projected data related to the expected volatility of stock options is based on the average volatility of the trading prices of comparable companies and the expected life of stock options is based upon the term and vesting schedules of the options. Changes in these subjective assumptions can materially affect the fair value of the estimate, and therefore the existing valuation models do not provide a precise measure of the fair value of our stock options and warrants. The expected dividend rate is zero as the Company does not expect to pay or declare any cash dividends on common stock. The risk-free rates for the expected terms of the stock options are based on the U.S. Treasury yield curve in effect at the time of the grant.

In accordance with ASC 718, excess tax benefits realized from the exercise of stock-based awards are classified in cash flows from financing activities. The future realization of the reserved deferred tax assets related to these tax benefits associated with the exercise of stock options will result in a credit to additional paid-in capital if the related tax deduction reduces taxes payable.  

The Company accounts for stock awards issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. The measurement date is the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is complete.

The Company will estimate the fair value of shares of common stock issued for services based on the price of shares of the Company’s common stock sold in contemporaneous private placements of offerings on the date shares are granted.

Item 3. Properties.

Our principal office is located at 200 Mill Road Suite 350A, Fairhaven, Massachusetts consisting of 4,874 square feet of space. Beginning January 1, 2014, the Company will be paying $5,880 per month on a month to month basis.

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Item 4. Security Ownership of Certain Beneficial Owners And Management.

The following table sets forth information regarding the beneficial ownership of our common stock, par value $.01, per share, as of June 15, 2014 by (a) each person who is known by us to beneficially own 5% or more of our common stock, (b) each of our directors and named executive officers, and (c) all of our directors and executive officers as a group. 

The number of shares of common stock beneficially owned by each person is determined under the rules of the Commission and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within sixty (60) days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

NAME	Amount and nature of beneficial ownership		Percent  (1)
Paul Bulat M.D (2,4)		10,228,050		55.7	%
Brian Lane (4)		2,000,000		10.9	%
Barry Hollander (3,4)		867,923		4.7	%
All directors and officers, as a group (3 persons) (2,3)		13,095,973		71.3	%

(1) Based on 18,365,231 shares outstanding, including the conversion of 3,500,000 shares of Class A preferred stock into 7,000,000 shares of common stock and 104,055 shares of common stock underlying $104,055 of convertible debt based on an assumed conversion price of $1.00 per share.

(2) Includes 7,000,000 shares of common stock underlying 3,500,000 shares of Class A preferred stock and 104,055 shares of common stock underlying $104,055 of convertible debt based on an assumed conversion price of $1.00 per share.

(3) Includes 867,923 shares in the name of Venture Equity, LLC, a Florida limited liability company controlled by Mr. Hollander.

(4) The address for these shareholders is 200 Mill Road, Suite 350A, Fairhaven, MA. 02719.

Item 5. Directors and Executive Officers.

The names, ages and positions of our directors and executive officers are as follows: 

NAME	AGE	POSITION	Director Since
Paul Bulat, M.D.	62	Chief Innovation Officer and Chairman of Board of Directors	Inception
Brian Lane	44	Chief Executive Officer, President and Director	July 11, 2013
Barry Hollander	57	Director	July 11, 2013
Paul Fredette	64	Chief Technology Officer	N/A

Our bylaws provide that the number of directors shall be determined by resolution of the board of directors or by stockholders at the annual meeting or at any special meeting of stockholders. Our bylaws also provides that directors may be removed with or without cause by the holders of a majority of the shares then entitled to vote at an election of directors. Furthermore, any vacancy on our board of directors, however occurring, including a vacancy resulting from an increase in the size of our board, may only be filled by the affirmative vote of a majority of our directors then in office even if less than a quorum. Any director so chosen shall hold office until the next annual election and until their successor(s) are duly elected and shall qualify, unless sooner replaced. The classification of directors, together with the limitations on removal of directors and treatment of vacancies, has the effect of making it more difficult for stockholders to change the composition of our board of directors. We do not have independent directors using the definition of independence contained in the NASDAQ listing rules. Our executive officers are elected by the board of directors and their terms of office are at the discretion of the board of directors, subject to terms and conditions of their respective employment agreements, if any. Pursuant to our amended bylaws we have indemnified our officers and directors to the fullest extent allowed under Delaware law.

The principal occupations for the past five years (and in some instances, for prior years) of each of our directors and executive officers are as follows:

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Paul I. Bulat, M.D., MHI, FACEP

Chairman/Founder and Chief Innovation Officer

Dr. Bulat is Board Certified in Emergency Medicine and is a Fellow of the American College of Emergency Physicians. A graduate of the College of the Holy Cross and the University of Massachusetts Medical School, Dr. Bulat practiced emergency medicine from 1980 thru January, 2013.

From 1996 through December 2012, Dr. Bulat served as the Medical Director of the Medical Staff at St. Luke's Hospital and thru January 2011, Chairman of the Department of Emergency Medicine at St. Luke's, a high-volume (over 85,000 visits per year) Emergency Department. Since 1998, Dr. Bulat has been the President of St. Luke’s Emergency Associates, P.C. (“SLEA”). Through January 16, 2013, SLEA provided emergency room physician coverage.

In 1999, Dr. Bulat founded American Doctors Online, Inc. and PhoneDOCTORx. These companies were formed with the foresight of the future of telehealth and telemedicine in mind, and were the inspiration for the first patent issued in 2003. Dr. Bulat helped pioneer the telehealth/telemedicine market with three additional patents and additional pending patents with the Unites States Patent and Trademark Office (“USPTO”). Dr. Bulat recently received his Master of Healthcare Innovation degree from Arizona State University in December, 2012.

Previously, Dr. Bulat served in various officer roles of the Massachusetts College of Emergency Physicians (MACEP) culminating in the two year role of President from 1995-1995. He has received both the Vanguard Award and the Pinnacle Award from MACEP for his outstanding contributions to the specialty of emergency medicine. He authored the MACEP discharge instruction sheets that were adopted by most emergency departments in Massachusetts and has authored chapters in major textbooks in emergency medicine and observation medicine.

Brian G. Lane, MSHSM, FACHE, FHIMSS

Chief Executive Officer

Brian joined ADOL in June 2011, bringing more than two decades of experience in the healthcare and technology arenas. Mr. Lane has held strategic management positions for leading technology companies, Fortune 500 companies, Big 5 consulting practices, and medical communication firms and associations. Brian also serves as a faculty member at Rush University.

He received a MS degree from Rush University's Health System Management Program and a Bachelor of Science from the University of Wisconsin-Madison. He is a Fellow in the American College of Healthcare Executives (FACHE), a Fellow in the Healthcare Information Management Systems Society (FHIMSS) and is a Certified Professional in Healthcare Information Management Systems (CPHIMS). He is certified as a Security and Compliance Specialist (CSCS) and holds a graduate certificate in Healthcare Ethics from Rush University as well as an executive certificate in e-business from Loyola University. He is a co-founder of CHITA - Chinese Health Care Information Technology Association and the AT&T Executive Healthcare Advisory Committee.

Prior to Mr. Lane’s current role as Chief Executive Officer and President of the Company, Mr. Lane’s work experience during the past five years includes:

August 2009 to June 2011	Vice President Vertical Practices-Healthcare and Life Sciences of 6Connex, a wholly owned subsidiary of design Reactor, a pioneer of virtual experience technology solutions.
February 2008 to August 2009	Vice President Strategic Development & Alliances, Simpson Healthcare Executives, a biopharmaceutical marketing company focused on bringing new drugs and biologic agents into the marketplace.

Barry S. Hollander

Barry S. Hollander was appointed to our Board of Directors on July 11, 2013. Mr. Hollander has over twenty five years of experience in accounting and finance, specializing in the reporting requirements of public companies. Mr. Hollander earned a Bachelor of Science degree in Accounting in 1979 from Fairleigh Dickinson University. Mr. Hollander’s work experience during the past five years includes:

April 2011 to present	Chief Financial Officer of Agritek Holdings, a publicly traded company which files reports pursuant to registration under the Securities Exchange Act of 1934.
February 2010 to present	Chief Financial Officer of 800 Commerce, Inc., a company that filed a registration statement declared effective in August 2013 under the Securities Exchange Act of 1933.
2008 to February 2013	Chief Financial Officer of Quture International, Inc., a publicly traded company which files reports pursuant to registration under the Securities Act of 1933.
2007 to January 2014	Acting Chief Executive Officer and Chief Financial Officer of FastFunds Financial Corporation, a publicly traded company which files reports pursuant to registration under the Securities Exchange Act of 1934.

Paul H. Fredette

Chief Technology Officer

Mr. Fredette, since 2012, has been the Company’s Chief Technology Officer, (“CTO”) currently responsible for all the company’s networking operations and technology development. Mr. Fredette has over forty years' experience in the design and manufacturing of electronic communications systems/unified communications and has been a technology leader and founder of three Rhode Island based companies; Avanti Communications, 1979, Promptus Communications (“Promptus Comm.”), 1989, and Promptus InfoCrypt (“Promptus Info”), 2003. Since 1989, Mr. Fredette has been the President and Chief Technology Officer of Promptus Comm and Promptus Info. Promptus Comm and Promptus Info design, sell and maintain telecommunications and encryption solutions for video conferencing, and other communications networks. Mr. Fredette’s prior experience includes from 1979-1989 as CTO and Vice President Engineering for Avanti Communications, Inc., and from 1971-1979 as a civilian design engineer for the Navy at Navy Underwater Systems Center doing advanced research for submarine combat systems. Paul also worked for Bell Laboratories in NJ and was in the communications group of the RI Air National Guard.

Mr. Fredette is expert in a number of software and hardware technologies and has recently been involved in designing and installing video conference rooms and audio/visual systems used in the medical industry. Paul is a graduate of the University of Massachusetts, Dartmouth (1971) with a BSEE degree and holds a Masters in Electrical Engineering from the Massachusetts Institute of Technology (1975).

Family Relationships

There are no family relationships between any of the executive officers and directors. Each director is elected at our annual meeting of shareholders, if management deems it advisable to hold an annual meeting of shareholders, and holds office for a term of one year, or until his successor is elected and qualified.

Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer or promoter of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Commission or the commodities futures trading commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

25

Item 6. Executive Compensation.

SUMMARY COMPENSATION TABLE

The following table summarizes all compensation recorded by us in the past two fiscal years for each person acting as our Principal Executive Officer, Principal Financial Officer and our other most highly compensated executive officers whose total annual compensation exceeded $100,000. For definitional purposes, these individuals are sometimes referred to as the “named executive officers.”

Summary Compensation Table

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards (1)	Non-Equity Incentive Plan Compen- sation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Paul Bulat CIO & Director	2013	-	-	3,483,325	-	-	-	-	3,483,325
	2012	-	-	-	868,234	-	-	-	868,234
Brian Lane CEO, President & Director	2013	127,954	-	-	-	-	-	21,015	148,969
	2012	153,972	-	-	-	-	-	23,752	177,724
Barry Hollander CFO	2013	33,000	-	216,980	-	-	-	-	249,980
	2012	-	-	-	-	-	-	-	-

 (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during the stated year, computed in accordance with Financial Accounting Standard Board ASC Topic 718 for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 7 to our financial statements for the year ended December 31, 2013, included elsewhere in this registration statement. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the exercise of the stock options (if exercised) or the sale of the common stock underlying such stock options.

On June 20, 2011, the Company entered into a two year employment with Mr. Brian Lane. The agreement provides for a base salary of $12,708 per month, annual incentive bonuses based on the Company’s performance in achieving prescribed revenue and earnings before interest and taxes (“EBIT”) targets, and discretionary bonuses.  The agreement further provided for a grant of options to equal ten percent of the Company’s outstanding shares. The Company recorded a grant of 1,500,000 options (the “2011 Options”) to Mr. Lane effective June 30, 2011. The agreement also provides for reimbursement of certain out-of-pocket expenses and certain severance benefits in the event of termination prior to the expiration date. Effective June 20, 2013, the Company further amended Mr. Lane’s employment agreement, extending the term through December 31, 2013 and agreed to issue 2,000,000 shares of common stock and cancelled the options. Effective November 1, 2103, the board agreed to compensate Mr. Lane (Chief Executive Officer) up to $250,000 per annum beginning January 1, 2014, however Mr. Lane and the Company have agreed that he will continue to be paid at his previous monthly salary of $12,708, and agreed to increase the annual compensation to the full amount at a later date.

Although the Company compensated Mr. Lane $153,763 during the year ended December 31, 2013, $25,809 was allocated to SLEA.

Effective June 1, 2013, the Company entered into a consulting agreement with Venture Equity, LLC (“Venture Equity”), whereby Venture Equity will assist the Company in their seeking to become a public company. The Company agreed to compensate Venture Equity $5,000 per month and to issue 2% of the Company’s common stock outstanding immediately prior to becoming a public company for the services. Mr. Barry Hollander, the Company’s Chief Financial Officer, is the sole member of Venture Equity. On July 11, 2013, the Company appointed Mr. Hollander to its board of directors. The Company expensed $33,000 for the year ended December 31, 2013 and is included in management fees.

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On October 7, 2013, the Company appointed Mr. Hollander as the Chief Financial Officer of the Company, to be effective on November 1, 2013 (the “Effective date”). For these additional responsibilities, the Company agreed to issue Mr. Hollander or his assigns an additional three percent (3%) of the shares outstanding (as defined) of the common stock of the Company, and to increase his monthly compensation to $8,000. Pursuant to these agreements, Mr. Hollander will earn 50% of the additional shares on the six month anniversary of the Effective Date and 50% on the one year anniversary of the Effective Date. Accordingly, the Company has recorded the issuance of 347,169 shares of common stock, representing the original 2%, and recorded an expense of $173,585. The additional 3%, or 520,754 shares of common with a value $260,377 stock was recorded as deferred equity compensation and included in the equity on the consolidated balance sheet. The Company valued the common stock at $0.50 per share, the same value as the most recent sales of common stock. The Company will amortize the deferred equity compensation over the twelve month term, and has included $43,395 in stock compensation expense for the year ended December 31, 2013. The balance of $216,981 in deferred equity compensation will be amortized on a monthly basis of $21,698 from January through October 2014.

The Board also agreed to enter into an employment agreement with Dr. Bulat (Chief Innovations Officer) for an annual salary up to $300,000 effective January 1, 2014. The Company and Dr. Bulat agreed to accrue $10,000 per month for the three months ended March 31, 2014 and agreed to increase the annual compensation to the full amount at a later date.

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes, for each of the named executive officers, the number of outstanding equity awards held by each of our named executive officers as of December 31, 2013.

Name	Number of securities underlying unexercised options(#) exercisable		Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)		Option exercise price ($)		Option expiration date
(a)	(b)		(d)		(e)		(f)
None		-		-	$	-	-

During the year ended December 31, 2013, Dr. Bulat and the Company agreed to cancel options to purchase 4,284,856 shares of common stock. This amount represented all of the previously granted options to Dr. Bulat and accordingly, he currently does not hold any options to acquire shares of common stock of the Company. In June 2013, the Company issued 2,000,000 shares of common stock and cancelled Mr. Lane’s option to purchase 1,500,000 shares of common stock, and accordingly, as of the date of this Form 10 filing, Mr. Lane does not hold any options to acquire shares of common stock of the Company.

DIRECTOR COMPENSATION

Name

Fees earned or paid in cash($)

Stock awards ($)

Option awards ($)

Non-equity incentive plan compensation ($)

Nonqualified deferred compensation earnings ($)

All other compensation($)

Total($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

None

-

-

-

-

-

-

-

Compensation for Directors who are also officers is disclosed in the Summary Compensation Table. 

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Item 7. Certain Relationships and Related Transactions, and Director Independence.

Convertible Promissory Notes

During the year ended December 31, 2013, the Company issued six convertible promissory notes (the “2013 Notes”) to Dr. Paul Bulat, our founder, Chief Innovation Officer and Chairman of the board of directors. The 2013 Notes in the aggregate total $105,055, accrue interest at 5% per year and are due on their three year anniversary (the “Maturity Date”) of the issuance date. The Notes automatically convert on the six month anniversary following the effectiveness of the Company becoming a public company (the “Conversion Date”) at a conversion price equal to the average closing bid price over the five consecutive days immediately preceding the Conversion Date.

For more information on the 2013 Notes, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—2013 Convertible Note Financings.”

Director Independence

We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.”

Director Qualification

Our Board of Directors is currently comprised of three individuals. Dr. Bulat is the founder of our company and has significant knowledge about our industry. Mr. Lane’s qualifications include experience in the healthcare and technology areas and have held strategic management positions for leading technology companies. Mr. Hollander has over twenty five years of experience in accounting and finance, specializing in the reporting requirements of public companies. Our Board concluded that as a result of these directors individual experience, qualifications, attributes or skills that each person is qualified to be serving as a member of our board of directors as of the date of this registration statement in light of our business and structure. In addition to their individual skills and backgrounds which are focused in our industry as well as managerial and financial experience, we believe that the collective skills and experience of our Board members are well suited to guide us as we continue to grow our company. We expect to expand our board of directors in the future to include independent directors. In adding additional members to our Board, we will consider each candidate’s independence, skills and expertise based on a variety of factors, including the person’s experience or background in management, finance, regulatory matters and corporate governance. Further, when identifying nominees to serve as director, we expect that our Board will seek to create a Board that is strong in its collective knowledge and has a diversity of skills and experience with respect to accounting and finance, management and leadership, vision and strategy, business operations, business judgment, industry knowledge and corporate governance.

Committees of Our Board of Directors and the Role of Our Board in Risk Oversight

We do not have any independent directors. The board of directors oversees our business affairs and monitors the performance of management. At the present stage of our company, our Board believes that in the context of risk oversight, by combining the positions of Chairman of the Board and Chief Innovation Officer, the Board gains valuable perspective that combines operational experience of a member of management with the oversight focus of a member of the Board.

The Company has not established any committees, including an Audit Committee, a Compensation Committee or a Nominating Committee, or any committee performing a similar function. The functions of those committees are being undertaken by Board of Directors as a whole. Because we do not have any independent directors, we believe that the establishment of these committees would be more form over substance.

The Company does not have a policy regarding the consideration of any director candidates which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our board of directors established a process for identifying and evaluating director nominees. Further, when identifying nominees to serve as director, while the Company does not have a policy regarding the consideration of diversity in selecting directors, at such time as we expand our Board, our Board will seek to create a board of directors that is strong in its collective knowledge and has a diversity of skills and experience with respect to accounting and finance, management and leadership, vision and strategy, business operations, business judgment, industry knowledge and corporate governance. The Company has not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given our relative size, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees. In considering a director nominee, it is likely that our Board will consider the professional and/or educational background of any nominee with a view towards how this person might bring a different viewpoint or experience to our Board.

Barry Hollander, a director since July 11, 2013, qualifies as an “audit committee financial expert” within the meaning of Item 401(e) of Regulation S-K. In general, an “audit committee financial expert” is an individual member of the audit committee or Board of Directors who:

• understands generally accepted accounting principles and financial statements,

• is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves,

• has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements,

• understands internal controls over financial reporting, and

• understands audit committee functions.

Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include “independent” directors, nor are we required to establish or maintain an Audit Committee or other committee of our board of directors.

Conflicts of Interest

Our directors are not obligated to commit their time and attention exclusively to our business and, accordingly, they may encounter conflicts of interest in allocating their own time between our operations and those of other businesses. Nevertheless, if the execution of our business plan demands more time than is currently committed by any of our officers, directors, consultants or advisors, they will be under no obligation to commit such additional time, and their failure to do so may adversely affect our ability to carry on our business and successfully execute our business plan.

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Compensation of Directors

The Company has not established standard compensation arrangements for our directors and the compensation payable to each individual for their service on our Board is determined from time to time by our board of directors based upon the amount of time expended by each of the directors on our behalf. Currently, executive officers of our company who are also members of the board of directors do not receive any compensation specifically for their services as directors. In the past the Company had compensated non-executive officers as members of the board of directors of the Company by the issuance of options to purchase shares of common stock. Individuals were granted options to purchase 30,000-35,000 shares of common stock for a three year term. None of the individuals who received these option grants are currently members of our board of directors.

Code of Ethics

The Company has not yet adopted a Code of Conduct or Code of Ethics but intends to do so in the future.

Item 8. Legal Proceedings.

Legal Proceedings

As of the date of this registration statement, there are no material proceedings pending or threatened against ADOL. However, PDRx is a plaintiff in a law suit against HealthBridge Management, Inc, for non-payment of monies owed for services rendered. HealthBridge has answered the claim with a countersuit against PDRx. The outcome is unknown, legal expenses have been incurred by PDRx and additional expenses will be forthcoming.

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

Market Information

No Public Market for Common Stock

There is currently no public trading market for our Common Stock and no such market may ever develop. While we intend to seek and obtain quotation of our Common Stock for trading on the OTCQB, there is no assurance that our application will be approved. An application for quotation on the OTCQB must be submitted by one or more market makers who: 1) are approved by the FINRA; 2) who agree to sponsor the security; and 3) who demonstrate compliance with SEC Rule 15(c)2-11 before initiating a quote in a security on the OTCQB. In order for a security to be eligible for quotation by a market maker on the OTCQB, the Company will be required to meet a ($.01) bid price test, provide information based upon their reporting standard (SEC Reporting, Bank Reporting or International Reporting), and submit an annual OTCQB Certification signed by the company CEO or CFO.

We intend to cause a market maker to submit an application for quotation to the OTCQB upon the effectiveness of this registration statement. However, we can provide no assurance that our Common Stock will be traded on the OTCQB or, if traded, that a public market will materialize.

Rule 144

In general, under Rule 144, beginning 90 days after the date of this registration statement, any person who is not our affiliate and has held their shares for at least six months, including the holding period of any prior owner other than one of our affiliates, may sell shares without restriction, subject to the establishment of a trading market in our common stock and the availability of current public information about us. In addition, under Rule 144, any person who is not our affiliate and has not been our affiliate at any time during the preceding three months and has held their shares for at least one year, including the holding period of any prior owner other than one of our affiliates, would be entitled to sell an unlimited number of shares immediately upon the establishment of a trading market in our common stock without regard to whether current public information about us is available.

Beginning 90 days after the date of this Form 10 filing, a person who is our affiliate or who was our affiliate at any time during the preceding three months and who has beneficially owned restricted securities for at least six months, including the holding period of any prior owner other than one of our affiliates, is entitled to sell a number of shares within any three-month period that does not exceed the greater of:

• 1% of the number of shares of our common stock then outstanding, which will equal approximately 205,316 shares, including shares issuable upon conversion of our preferred stock and shares issuable as accrued stock dividends on our preferred stock assuming; and

• the average weekly trading volume of our common stock on The NASDAQ Global Market during the four calendar weeks preceding the filing of a Notice of Proposed Sale of Securities Pursuant to Rule 144 with respect to the sale.

Sales under Rule 144 by our affiliates are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

Holders

As of June 15, 2014, there were 39 holders of record of our common stock. Our transfer agent is VStock Transfer LLC, 77 Spruce Street, Suite 201, Cedarhurst, New York 11516. 

Dividend Policy

The payment by the Company of dividends, if any, in the future, rests within the discretion of its Board of Directors. The Company has not declared any cash dividends since its inception, and because it intends to reinvest any earnings in the development of its business, has no present intention of paying any cash dividends on its Common Stock.

Equity Compensation Plan Information Equity

The following table summarizes information about our equity compensation plans as of December 31, 2013. 

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)
Equity compensation plans approved by security holders	4,562,137	$	1.28	6,937,863
Equity compensation plans not approved by security holders	—		—	—
Total	4,562,137	$	1.28	6,937,863

2007 Stock Option/Stock Issuance Plan

Our 2007 Stock Option/Stock Issuance Plan (the “2007 Plan”) was approved by our board of directors and our stockholders in 2007. We have reserved an aggregate of 1,500,000 shares of our common stock for the issuance of equity awards under the 2007 Plan. This number is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization. Upon the effectiveness of this registration statement, our board of directors has determined not to grant any further awards under our 2007 Plan. Stock options issued under the 2007 Plan may be authorized but unissued shares or shares we reacquire. The shares of common stock underlying any equity awards that are forfeited, canceled, repurchased, expired or are otherwise terminated (other than by exercise) under the 2007 Plan are currently added back to the shares of common stock available for issuance under the 2007 Plan

The 2007 Plan permits us to make grants of incentive stock options to employees and grants of non-qualified stock options and restricted stock to employees, officers, directors and consultants. Our 2007 Plan is administered by our board of directors. Our board of directors has the authority to select the individuals to whom awards will be granted, to make any combination of awards to participants, to accelerate the exercisability or vesting of any award and to determine the specific terms and conditions of each award, subject to the provisions of the 2007 Plan.

The 2007 Plan permits the granting of (1) options to purchase common stock intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended, or the Code, and (2) options that do not so qualify. The option exercise price of each option will be determined by our board of directors but may not be less than 100% of the fair market value of the common stock on the date of grant. The term of each option will be fixed by our board of directors and may not exceed ten years from the date of grant. All stock option awards that are granted pursuant to the 2007 Plan are covered by an option agreement.

The 2007 Plan permits the award of restricted shares of common stock to participants, subject to such terms, conditions and restrictions as our board of directors may determine. All restricted stock awards that are granted pursuant to the 2007 Plan are covered by a restricted stock purchase agreement.

The 2007 Plan provides that upon the occurrence of a “liquidity event,” as defined in the 2007 Plan, all outstanding stock options will terminate at the effective time or consummation of such change of control, unless the surviving entity agrees to assume such stock options or substitute similar stock awards for those outstanding under the 2007 Plan. If options under the 2007 Plan terminate, optionees will be provided an opportunity to exercise their vested options prior to the consummation of the change of control.

Our board of directors may amend, alter, suspend or terminate the 2007 Plan at any time, subject to stockholder approval where such approval is required by applicable law. Our board of directors may also amend, modify or terminate any outstanding award, provided that no amendment to an award may materially impair any of the rights of a participant under any awards previously granted without his or her written consent. No awards may be granted under the 2007 Plan after September 26, 2017.

2011 Stock Option/Stock Issuance Plan

Our 2011 Stock Option/Stock Issuance Plan (the “2011 Plan”) was adopted by our board of directors and approved by our stockholders in May 2011.

The 2011 Plan allows our board of directors to make equity-based incentive awards to our officers, employees, directors and other key persons (including consultants).

We have initially reserved 10,000,000 shares of our common stock for the issuance of awards under the 2011 Plan. This number is subject to adjustment in the event of a stock split, stock dividend or other change in our capitalization.

The shares issuable pursuant to awards granted under the 2011 Plan will be authorized but unissued shares or shares that we reacquire. The shares of common stock underlying any awards from the 2011 Plan and the 2007 Plan that are forfeited, cancelled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without any issuance of common stock, expire or are otherwise terminated (other than by exercise) under the 2011 Plan and the 2007 Plan will be added back to the shares of common stock available for issuance under the 2011 Plan.

The 2011 Plan will be administered by our board of directors. The board of directors has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the 2011 Plan. Persons eligible to participate in the 2011 Plan will be those full or part-time officers, employees, non-employee directors and other key persons (including consultants) as selected.

The 2011 Plan permits the granting of both options to purchase common stock intended to qualify as incentive stock options under Section 422 of the Code and options that do not so qualify. The exercise price of each stock option will be determined by our board of directors but may not be less than 100% of the fair market value of our common stock on the date of grant or, in the case of an incentive stock option granted to a 10% owner, less than 110% of the fair market value of our common stock on the date of grant. The term of each stock option will be fixed by the board of directors and may not exceed ten years from the date of grant. The board of directors will determine at what time or times each option may be exercised.

The Board of Directors may award stock appreciation rights subject to such conditions and restrictions as it may determine. Stock appreciation rights entitle the recipient to shares of common stock, or cash, equal to the value of the appreciation in our stock price over the exercise price. The exercise price may not be less than 100% of the fair market value of the common stock on the date of grant.

The Board of Directors may award restricted stock or restricted stock units to participants subject to such conditions and restrictions as it may determine. These conditions and restrictions may include the achievement of certain performance goals or continued employment with us through a specified vesting period. The compensation committee may also grant shares of common stock that are free from any restrictions under the 2011 Plan. Unrestricted stock may be granted to participants in recognition of past services or for other valid consideration and may be issued in lieu of cash compensation due to such participant.

The 2011 Plan provides that upon the effectiveness of a “liquidity event,” as defined in the 2011 Plan, in the event that all awards are not assumed or continued or substituted by the successor entity, all awards granted under the 2011 Plan shall terminate. In addition, in connection with a sale event, we may make or provide for a cash payment to participants holding options and stock appreciation rights equal to the difference between the per share cash consideration payable to stockholders in the sale event and the exercise price of the options or stock appreciation rights.

Our Board of Directors may amend or discontinue the 2011 Plan and our compensation committee may amend or cancel outstanding awards for purposes of satisfying changes in law or any other lawful purpose, but no such action may adversely affect rights under an award without the holder’s consent. Certain amendments to the 2011 Plan require the approval of our stockholders. No awards may be granted under the 2011 Plan after the date that is ten years from the date of stockholder approval of the 2011 Plan.

Item 10. Recent Sales of Unregistered Securities.

The Company relied on the exemption from registration found in Section 4(a)(2) of the Securities Act of 1933 for each of the issuances of unregistered securities described herein.

On January 19, 2012, the Company issued 144,114 shares of common stock in settlement of accounts payable owed to SLEA. The shares were issued to ten individuals who were shareholders of SLEA. The shares were valued at $1.36 per share and accordingly, accounts payable, related parties were reduced by $195,995.

Also on January 19, 2012, the Company sold 77,573 shares of common stock at $1.36 per share for proceeds of $105,500.

On August 8, 2012, the Company sold 18,382 shares of common at $1.36 per share for proceeds of $25,000. The shares were sold to our Chairman and Founder.

On September 26, 2012, the Company sold 1,103 shares of common at $1.36 per share for proceeds of $1,500. The shares were sold to our Chairman and Founder.

On November 2, 2012, the Company sold 11,029 shares of common stock at $1.36 per share for proceeds of $15,000.

On November 8, 2012, the Company sold 1,838 shares of common stock at $1.36 per share for proceeds of $2,500.

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In June 2013, the Company cancelled fully vested options to purchase 2,071,471 shares of common stock and issued 2,821,633 shares of common stock, including 2,000,000 shares issued to its’ Chief Executive Officer and President. The Company compared the fair value of the options cancelled and the common stock awarded and determined that no additional compensation was required to be recognized because the fair value of the common stock issued did not exceed the fair value of the cancelled options immediately prior to the cancellation and award. The Company also issued in the aggregate 250,000 shares of common stock to three individuals for services rendered to the Company. The Company recorded an expense of $125,000 for the issuance, based on a per share price in recent private placements of $0.50 per share.

On June 7, 2013, the Company amended its’ Articles of Incorporation to increase the number of authorized shares to 17,500,000 of common stock, par value $.01 per share.

On June 20, 2013, the Company amended its’ Articles of Incorporation to increase the number of authorized shares to 100,000,000 consisting of 95,000,000 shares of common stock, par value $0.01 per share and 5,000,000 shares of preferred stock. The preferred stock may be created in any number of series and issued from time to time, with such designations, preferences, rights and restrictions as shall be stated in resolutions adopted by the Board of Directors.

On June 30, 2013, the Company issued 11,748 shares of common stock for services. The Company recorded an expense of $5,874 for the issuance, based on a per share price in recent private placements of $0.50 per share. Also on June 30, 2013 the Company issued 4,500 shares of common stock in payment of accounts payable of $2,250. The shares were issued at $0.50 per share.

From July 2013 to September 2013, pursuant to a Private Placement Memorandum (“PPM”) the Company sold 740,000 shares of common stock for $0.50 per share for gross proceeds of $370,000.

On September 30, 2013, the Company issued 100,000 shares of common stock in settlement of accrued and unpaid legal fees of $49,995 (See note 9). The shares were issued at $0.50 per share.

On October 7, 2013, the Company issued 867,923 shares of common stock to Venture Equity for the services of Mr. Barry Hollander as CFO of the Company (see note 6).

On November 18, 2013, the Company amended its Articles of Incorporation to increase the number of authorized shares to 115,000,000 consisting of 100,000,000 shares of common stock, par value $0.01 per share and 15,000,000 shares of preferred stock, par value $0.01 per share.

On June 18, 2014, pursuant to a consulting agreement, the Company issued 911,233 shares of common stock to Makena.

30

PREFERRED STOCK

Series A Convertible Preferred Stock

On October 7, 2013, the Board of Directors of the Company authorized the filing of a Certificate of Designation establishing Series A Convertible Preferred Stock and authorized 3,500,000 shares be available for issuance. Each share of Series A Convertible Preferred Stock shall be convertible at the option of the Holder thereof and without the payment of additional consideration by the Holder thereof, at any time, into shares of Common Stock at a conversion rate of two (2) shares of Common Stock for every one (1) share of Series A Convertible Preferred Stock and holders of Series A Convertible Preferred Stock shall have the right to cast fifteen (15) votes for each share held of record on all matters submitted to a vote of holders of the Corporation’s common stock, including the election of directors, and all other matters as required by law. The holders of Series A Convertible Preferred Stock shall vote together with all other classes and series of common stock of the Corporation as a single class on all actions to be taken by the common stock holders of the Corporation except to the extent that voting as a separate class or series is required by law.

On October 23, 2013, the Company executed a Patent Purchase Agreement with Mr. Bulat. Pursuant to the Patent Purchase Agreement, the Company issued 3,500,000 shares of Series A Convertible Preferred Stock. The Company recorded an expense of $3,483,325 for the year ended December 31, 2013, and has included $16,675 (the inventor’s cost basis) in patents pending on the consolidated balance sheet presented herein. The amounts were based on the conversion feature of the Series A Preferred Stock, whereby the holder, in his sole discretion is entitled to convert the 3,500,000 shares of Series A Preferred Stock to 7,000,000 shares of Company common stock. The Company valued the common stock at $0.50 per share, the same value as the most recent sales of common stock.

Series B Convertible Preferred Stock

On July 14, 2014, the Company filed with the Secretary of State of Delaware a Certificate of Designation of the Series B Preferred Stock. Among other terms, the Holders of Series B Preferred Stock shall have conversion rights as follows:

The Series B Convertible Redeemable Preferred Stock and any accrued and unpaid dividends thereon shall, with respect to rights on liquidation, winding up and dissolution, rank senior to the common stock, par value $0.01 per share issued and outstanding of the Company and the Series A Preferred Stock issued and outstanding.

The holders of shares of Series B Preferred Stock are entitled to receive an annual dividend at the rate of eight percent (8%) per annum. Such dividend can be paid in cash or in the issuance of additional Series B Preferred Shares.

Each share of Series B Convertible Redeemable Preferred Stock shall automatically convert (the “Mandatory Conversion”) and without the payment of additional consideration by the Holder thereof, into shares of Common Stock on the Mandatory Conversion Date (as hereinafter defined) at a conversion rate of seventy-five percent (75%) of the price of the Common Stock sold for cash in a non-affiliated equity transaction (the “Equity Price”). The Mandatory Conversion Date shall be the date that the five (5) day weighted average trading price of the Common Stock exceeds 110% of the Equity Price.

At any time, or upon receipt of a redemption notice by the Company, the Holder will have twenty (20) days to elect to convert the Series B Preferred Stock into Common Stock at a price per share equal to a twenty-five percent (25%) discount to the most recent Common Stock price per share paid by any non-affiliated investor in a subsequent financing to the Series B Preferred Stock.

On April 3, 2014, the Company issued 35,000 shares of Series B Convertible Redeemable Preferred Stock and received proceeds of $26,250. The shares were issued at $0.75 per share.

On July 2, 2014, the Company issued 8,000 shares of Series B Convertible Redeemable Preferred Stock and received proceeds of $6,000. The shares were issued at $0.75 per share.

31

STOCK OPTIONS

During the year ended December 31, 2007, the Company adopted the 2007 Stock Option/Stock Issuance Plan (the “2007 Plan”). The 2007 Plan permits the grants of Options to purchase shares of Common Stock, either ISOs or Non-Qualified Options; and awards of Restricted Stock. The Board shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine, including, without limitation, the grant of shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights, phantom stock awards or stock units. The Company initially reserved 1,500,000 shares under the 2007 Plan. As of December 31, 2013, there are options to purchase 809,777 shares of common stock outstanding and there is a balance of 690,223 options to purchase shares of common stock available to be granted under the 2007 Plan.

Effective May 17, 2011, the Company adopted the 2011 Stock Option/Stock Issuance Plan (the “2011 Plan”). The 2011 Plan permits the grants of Options to purchase shares of Common Stock, either ISOs or Non-Qualified Options; and awards of Restricted Stock. The Board shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine, including, without limitation, the grant of shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights, phantom stock awards or stock units. The Company initially reserved 10,000,000 shares under the 2011 Plan. As of December 31, 2013, there are options to purchase 3,752,360 shares of common stock outstanding and there is a balance of 6,247,640 of options to purchase shares of common stock available to be granted under the 2011 Plan.

Convertible Debt Issuances

During the year ended December 31, 2013, we issued six convertible promissory notes (the “2013 Notes”) to Dr. Paul Bulat, our founder, Chief Innovation Officer and Chairman of the board of directors. The 2013 Notes in the aggregate total $105,055, accrue interest at 5% per year and are due on their three year anniversary (the “Maturity Date”) of the issuance date. The Notes automatically convert on the six month anniversary following the effectiveness of the Company becoming a public company (the “Conversion Date”) at a conversion price equal to the average closing bid price over the five consecutive days immediately preceding the Conversion Date. For more information on the 2013 Notes, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—2013 Convertible Note Financings.”

32

Item 11. Description of Registrant’s Securities.

GENERAL

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.01 per share, and 15,000,000 shares of preferred stock, par value $0.01 per share. As of June 30, 2014, 12,172,408 shares of our common stock were issued and outstanding.

COMMON STOCK

The holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders. The holders of our common stock do not have any cumulative voting rights. Holders of our common stock are entitled to receive ratably any dividends declared by the board of directors out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions.

In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock.

PREFERRED STOCK

Series A

General

The Company is authorized to issue 3,500,000 shares of Series A Preferred Stock. As of the date of this Registration statement, there are 3,500,000 shares of Series A Preferred Stock outstanding. Our Board has designated the rights of the Series A Preferred Stock as follows:

Conversion Rights

Each share of Series A Preferred Stock shall be convertible at the option of the Holder thereof and without the payment of additional consideration by the Holder thereof, at any time, into shares of Common Stock at a conversion rate of two (2) shares of Common Stock for every one (1) share of Series A Preferred Stock.

Voting Rights

Holders of Series A Preferred Stock shall have the right to cast fifteen (15) votes for each share held of record on all matters submitted to a vote of holders of the Corporation’s common stock, including the election of directors, and all other matters as required by law. The holders of Series A Preferred Stock shall vote together with all other classes and series of common stock of the Corporation as a single class on all actions to be taken by the common stock holders of the Corporation except to the extent that voting as a separate class or series is required by law.

Series B

General

The Company is authorized to issue 8,000,000 shares of Convertible Redeemable Series B Preferred Stock (“Series B Preferred Stock”). As of the date of this Registration statement, there are 43,000 shares of Series B Preferred Stock outstanding. Our Board has designated the rights of the Series B Preferred Stock as follows:

Dividends

The holders of shares of Series B Preferred Stock are entitled to receive an annual dividend at the rate of eight percent (8%) per annum. Such dividend can be paid in cash or in the issuance of additional Series B Preferred Shares.

Liquidation Preference

The Series B Preferred Stock and any accrued and unpaid dividends thereon shall, with respect to rights on liquidation, winding up and dissolution, rank senior to the common stock, par value $0.01 per share, issued and outstanding and the Series A Preferred Stock issued and outstanding.

Voting Rights

The holders of Series B Preferred Stock shall have the right to cast votes for each share of Series B Preferred Stock held of record, on as-converted basis (pursuant to the Conversion terms defined herein) on all matters submitted to a vote of holders of the Corporation’s common stock, including the election of directors, and all other matters as required by law. There is no right to cumulative voting in the election of directors. The holders of Series B Preferred Stock shall vote together with all other classes and series of common stock of the Corporation as a single class on all actions to be taken by the common stock holders of the Corporation except to the extent that voting as a separate class or series is required by law.

Conversion Rights

The Series B Preferred Stock shall have conversion rights as follows:

At any time, or upon receipt of a Redemption notice by the Company, the Holder will have twenty (20) days to elect to convert the Series B Preferred Stock into Common Stock at a price per share equal to a twenty-five percent (25%) discount to the Common Stock price per share paid by any non-affiliated investor in a subsequent financing to the Series B Preferred Stock.

Mandatory Conversion

Each share of Series B Preferred Stock shall automatically convert (the “Mandatory Conversion”) and without the payment of additional consideration by the Holder thereof, into shares of Common Stock on the Mandatory Conversion Date (as hereinafter defined) at a conversion rate of seventy-five percent (75%) of the price of the Common Stock sold in any non-affiliated equity transaction (the “Equity Price”) after the issuance of Series B Preferred Stock (the “Conversion Rate”). The Mandatory Conversion Date shall be the date that the five (5) day weighted average trading price of the Common Stock exceeds 110% of the Equity Price.

33

Redemption

The Company may redeem the shares of Series B Preferred Stock held by at the time of Redemption as follows:

First 12 months after issuance: No Redemption

Months 13 thru 24 after issuance: Redemption for 125% of Face Value

Months 25 thru 36 after issuance: Redemption for 150% of Face Value

There is a mandatory redemption or conversion on the 3 year anniversary from the issuance date.

Delaware Law

Notwithstanding the certificate of designation for holders of Series B Preferred Stock, Delaware law also provides holders of preferred stock with certain rights. The holders of the outstanding shares of Series B Preferred Stock will be entitled to vote as a class upon a proposed amendment to the certificate of incorporation if the amendment would:

• increase or decrease the aggregate number of authorized shares of Series Preferred Stock;

• increase or decrease the par value of the shares of Series B Preferred Stock; or

• alter or change the powers, preferences, or special rights of the shares of Series B Preferred Stock so as to affect them adversely.

Debt Securities

During the year ended December 31, 2013, we issued six convertible promissory notes (the “2013 Notes”) to Dr. Paul Bulat, our founder, Chief Innovation Officer and Chairman of the board of directors. The 2013 Notes in the aggregate total $105,055, accrue interest at 5% per year and are due on their three year anniversary (the “Maturity Date”) of the issuance date. For more information on the 2013 Notes, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—2013 Convertible Note Financings.”

Item 12. Indemnification of Directors And Officers.

Indemnification of directors and officers  

Our certificate of incorporation and bylaws provide that we will indemnify our directors and officers to the maximum extent permitted by Delaware law, including in circumstances in which indemnification is otherwise discretionary under Delaware law. We have agreed to indemnify our executive officers and directors for all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by them in respect of any civil, criminal or administrative action or proceeding to which they are made a party by reason of being or having been a director or officer, if (a) they acted honestly and in good faith with a view to our best interests, and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, they had reasonable grounds for believing that their conduct was lawful.  

These indemnification provisions may be sufficiently broad to permit indemnification of our directors, officers and controlling persons for liabilities, including reimbursement of expenses incurred, arising under the Securities Act of 1933, as amended. To the extent that our directors, officers and controlling persons are indemnified under the provisions contained in our certificate of incorporation, bylaws, Delaware law or contractual arrangements against liabilities arising under the Securities Act, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.  

34

Item 13. Financial Statements

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of December 31, 2013 and  2012	F-2
Consolidated Statements of Operations for the years ended December 31, 2013 and 2012	F-3
Consolidated Statements of Stockholders Equity (Deficit) for the years ended December 31, 2013 and 2012	F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012	F-5
Notes to Consolidated Financial Statements	F-6
Condensed Consolidated Balance Sheets as of March 31, 2014 (Unaudited) and December 31, 2013	F-16
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2014 and 2013 (Unaudited)	F-17
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2014 and 2013 (Unaudited)	F-18
Notes to Condensed Consolidated Financial Statements (Unaudited)	F-19

35

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of American Doctors Online, Inc.

We have audited the accompanying consolidated balance sheets of American Doctors Online, Inc. as of December 31, 2013 and 2012, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended. American Doctors Online, Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board(United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have,nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

We were not engaged to examine management’s assertion about the effectiveness of American Doctors Online, Inc.’s internal control over financial reporting as of December 31, 2013 accordingly, we do not express an opinion thereon.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of American Doctors Online, Inc. as of December 31, 2013 and 2012, and the consolidated results of its operations and cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 10 to the consolidated financial statements, the Company has incurred operating losses, has incurred negative cash flows from operations and has a working capital deficit. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 10 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

D. Brooks and Associates CPA’s, P.A.

West Palm Beach, FL

June 24, 2014,

except for Note 11, as to which the date is July 8, 2014

 

F-1

AMERICAN DOCTORS ONLINE, INC.
CONSOLIDATED BALANCE SHEETS
					December 31,		December 31,
				2013		2012
ASSETS
Current Assets:
	Cash and cash equivalents			$	96,782	$	9,114
	Accounts receivable				115,917		54,426
	Prepaid assets				12,500		—
			Total current assets		225,199		63,540
Patents Pending				$	102,128	$	77,763
Patents, net of accumulated amortization of $33,290 (2013) and $27,839 (2012)					52,707		53,122
Furniture, fixtures and equipment, net of accumulated depreciation of
		$168,139 (2013) and $143,368 (2012)			38,257		63,028
			Total assets	$	418,291	$	257,453
LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities:
	Accounts payable and accrued expenses			$	308,944	$	86,015
	Accounts payable and accrued expenses, related party				21,610		7,272
			Total current liabilities		330,554		93,287
	Convertible notes payable, stockholder				104,055		—
			Total liabilities		434,609		93,287
Commitment and Contingencies (Note 9)
Equity (Deficit):
	Preferred stock, $0.01 par value; 15,000,000 shares authorized,
		Series A Convertible Preferred Stock, $0.01 par value; 3,500,000 shares authorized; 3,500,000
			shares issued and outstanding (2013)		35,000		—
	Common stock, $0.01 par value; 100,000,000 shares authorized; 11,261,175 (2013) and
		6,465,371 (2012) shares issued and outstanding			112,611		64,654
	Deferred equity compensation				(216,981)		—
	Additional paid-in capital				16,842,107		12,163,617
	Accumulated deficit				(14,333,703)		(9,743,071)
			Total company stockholders' equity		2,439,034		2,485,200
			Less noncontrolling interest		(2,455,352)		(2,321,034)
			Total equity (deficit)		(16,318)		164,166
				$	418,291	$	257,453

F-2

AMERICAN DOCTORS ONLINE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
	Years ended December 31,
	2013			2012
Fee revenue, net	$	425,918		$	267,849
Operating expenses:
Salaries and management fees (including stock compensation
expenses of $4,105,546 (2013) and $1,388,829 (2012)		4,324,401			1,598,185
Advertising and marketing		5,231			52,360
Rent and occupancy costs		23,758			42,777
Travel and entertainment		26,918			24,845
Professional and consulting fees		606,772			146,282
Insurance		49,890			48,249
Depreciation and amortization		30,224			37,913
Other general and administrative		76,466			51,528
Total operating expenses		5,143,660			2,002,139
Operating loss		(4,717,742	)		(1,734,290	)
Other Expense:
Interest expense		(1,865	)		—
Interest expense, stockholder		(5,343	)		—
Total other expense		(7,208	)		—
Net loss		(4,724,950	)		(1,734,290	)
Less net loss attribuatble to noncontrolling interest		(134,318	)		(1,109,601	)
Net loss attributable to American Doctors Online, Inc.	$	(4,590,632	)	$	(624,689	)
Basic and diluted loss attributable to American Doctors
Online, Inc. common stockholders, per share	$	(0.54	)	$	(0.10	)
Weighted average number of common shares outstanding
Basic and diluted		8,558,134			6,431,744
See notes to consolidated financial statements.

F-3

AMERICAN DOCTORS ONLINE, INC.
CONSOLIDATED STATEMENT OF EQUITY (DEFICIT)
											Deferred			Additional									Total
	Common Stock				Preferred Stock						Equity			Paid-in			Noncontrolling			Accumulated			Equity
	Shares		Amount		Shares		Amount				Compensation			Capital			Interest			Deficit			(deficit)
Balances, January 1, 2012		6,211,332	$	62,113				$			$	—		$	10,431,834		$	(1,211,433	)	$	(9,118,382	)	$164,132
Common stock issued for cash		109,925		1,100		—				—		—			148,400			—			—		149,500
Common stock issued for accounts payable		144,114		1,441		—				—		—			194,554			—			—		195,995
Stock based compensation		—		—		—				—		—			1,388,829			—			—		1,388,829
Net loss		—		—		—				—		—			—			(1,109,601	)		(624,689	)	(1,734,290)
Balances, December 31, 2012		6,465,371		64,654		—				—		—			12,163,617			(2,321,034	)		(9,743,071	)	164,166
Common stock issued for cash		740,000		7,400		—				—		—			362,600			—			—		370,000
Preferred stock issued for patent assignment		—		—		3,500,000				35,000		—			3,465,000			—			—		3,500,000
Common stock issued for accounts payable		104,500		1,045		—				—		—			51,200			—			—		52,245
Common stock issued for services and deferred compensation		1,129,671		11,297		—				—		(216,981	)		553,539			—			—		347,855
Common stock issued for cancellation of stock options		2,821,633		28,216		—				—		—			(28,216	)		—			—		-
Stock based compensation		—		—		—				—		—			274,367			—			—		274,367
Net loss		—		—		—				—		—			—			(134,318	)		(4,590,632	)	(4,724,950)
Balances, December 31, 2013		11,261,175	$	112,611		3,500,000			$	35,000	$	(216,981	)	$	16,842,107		$	(2,455,352	)	$	(14,333,703	)	$(16,318)

F-4

AMERICAN DOCTORS ONLINE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
	YEAR ENDED DECEMBER 31,
	2013			2012
Cash flows from operating activities:
Net loss	$	(4,724,950	)	$	(1,734,290	)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization		30,224			37,912
Stock based compensation		4,105,546			1,388,829
Change in operating assets and liabilities:
Decrease  (increase) in prepaid expenses		(12,500	)		1,917
Decrease  (increase) in accounts receivable		(61,491	)		56,429
Increase in accounts payable and accrued expenses		289,509			59,217
Net cash used in operating activities		(373,662	)		(189,986	)
Cash flows from investing activities:
Purchase of computer equipment		—			(5,726	)
Payment of patent pending costs		(7,690	)		(885	)
Payment of patent costs		(5,036	)		—
Net cash used in investing activities		(12,726	)		(6,611	)
Cash flows from financing activities:
Proceeds from sale of common stock		370,000			149,500
Proceeds from issuance of convertible notes, related party		105,055			—
Repayments on convertible notes, related party		(1,000	)		—
Net cash provided by financing activities		474,055			149,500
Net increase (decrease) in cash and cash equivalents		87,667			(47,096	)
Cash and cash equivalents, beginning		9,114			56,210
Cash and cash equivalents, ending	$	96,781		$	9,114
Supplemental disclosure of cash flow information:
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—
Schedule of Non-Cash Investing and Financing Activities:
Issuance of common stock for accounts payable, related parties	$	52,245		$	195,995
Issuance of preferred stock for assignment of patents and patents pending	$	16,675		$	—
See notes to consolidated financial statements.

F-5

AMERICAN DOCTORS ONLINE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 and 2012

NOTE 1 - ORGANIZATION

BUSINESS

American Doctors Online, Inc. (the “Company” or “ADOL”) was formed in the State of Delaware on September 17, 1999. ADOL owns four U.S. patents and has three pending patent applications. These patents cover the essential core processes required for the delivery of telehealth and telemedicine services. The Company’s business model is to license to telehealth and/or telemedicine providers one or more of the Company’s patents pursuant to non-exclusive agreements with terms and conditions similar to other licensing agreements involving medical related Intellectual property. The Company believes its’ intellectual property includes the fundamental methodologies inherent to the provision of telehealth and/or telemedicine.

During the years ended December 31, 2013 and 2012, ADOL received fees pursuant to a Management Services and License Agreements with PhoneDOCTORx, LLC, (“PDRx”). PDRx, a Massachusetts limited liability company, is owned by five physicians, who collectively own over 70% of ADOL. Based on the common control and ownership of ADOL and PDRx, PDRx is considered a variable interest entity, of which ADOL is the primary beneficiary. Accordingly, these consolidated financial statements include the accounts of PDRx. ADOL exerts no influence on, or has any involvement in the practice of medicine by PDRx’s clinical staff.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America. The consolidated financial statements of the Company include the Company and PDRx. All material inter-company balances and transactions have been eliminated.

VARIABLE INTEREST ENTITY

The Company determined that it was the primary beneficiary of PDRx based primarily on qualitative factors. Specifically, PDRx was formed at the direction of the Company, PDRx is managed and effectively controlled, other than related to the provision of medical services, by the Company through common ownership, and substantial portion of PDRx revenues accrue to the Company in the form of management fees. The carrying value of the assets and liabilities of PDRx included in the accompanying consolidated balance sheets as of December 31, 2013 and 2012 are as follows:

		2013		2012
Cash	$	73,234	$	8,497
Accounts receivable		107,778		54,426
Total current assets		181,012		62,923
Property and equipment, net		1,523		3,499
Total assets	$	182,535	$	65,422
Accounts payable	$	176,567	$	22,791
Due to related party		24,800		—
Total current liabilities	$	201,367	$	22,791

EMERGING GROWTH COMPANY

We qualify as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period.

F-6

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include the valuation of stock-based compensation, the allowance for doubtful accounts and impairment of patents.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents.

ACCOUNTS RECEIVABLE

Pursuant to licenses entered into by PDRx and their customers, the Company bills the customer monthly and records the corresponding accounts receivable due from its licensees. The Company extends credit of up to forty five (45) days from invoice date. The Company provides allowance for losses through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes that collectability of the principal is unlikely. The allowance is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience. While management uses the best information available to make its evaluations, this estimate is susceptible to significant change in the near term. The Company has not recorded an allowance for losses as of December 31, 2013 and 2012, as management deemed all accounts receivable to be collectible.

PATENTS

The Company capitalizes legal fees and filing costs associated with the development and filing of its patents. Patents are generally amortized over an estimated useful life of 17 years using the straight-line method beginning on the issue date. Amortization expense of $5,452 and $4,720 was recorded during the years ended December 31, 2013 and 2012, respectively.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost, and depreciation is provided by use of straight-line methods over the estimated useful lives of the assets. The estimated useful lives of property and equipment are as follows:

Office equipment and furniture	5 years
Computer hardware and software	3 years

The Company's property and equipment consisted of the following at December 31, 2013 and 2012:

		Cost				Accumulated Depreciation						Balance
		2013		2012		2013			2012			2013		2012
Furniture and Equipment	$	191,596	$	191,596	$	(153,339	)	$	(128,568	)	$	38,257	$	63,028
Software		14,800		14,800		(14,800	)		(14,800	)		—		—
Total	$	206,396	$	206,396	$	(168,139	)	$	(143,368	)	$	38,257	$	63,028

Depreciation expense of $24,771 and $33,193 was recorded during the years ended December 31, 2013 and 2012, respectively.

F-7

REVENUE RECOGNITION

The Company recognizes revenue in accordance with FASB ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria are met (1) persuasive evidence of an arrangement exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability is reasonably assured.

The Company recognizes revenue during the period in which the licensed products are utilized. PDRx, through the sub-licensing of the ADOL patents, provides remote covering physician consultations via audio and/or video conferencing technologies. It provides Extended Care Facilities (“ECF”), ECF nurses, patients and their families’ confidential, real-time access to Board Certified physicians in non-urgent, urgent and emergent care settings through a state-of-the-art medical call center. PDRx through sub-licenses of ADOL’s patented telehealth / telemedicine technology provides medical services including face-to-face, real-time access to covering physicians, resulting in reduction of unnecessary and avoidable transfers and readmissions to the Emergency Department.

ADVERTISING

The Company records advertising costs as incurred. For the years ended December 31, 2013 and 2012, advertising expense was $5,231 and $52,360, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of the Company’s accounts receivable and accounts payable approximate fair value due to their short term nature. The carrying value of convertible notes payable, stockholder approximates fair value because the terms are similar to prevailing market rates.

INCOME TAXES

The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. The Company recognizes deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. The Company records a valuation allowance related to a deferred tax asset when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.

ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. The Company classifies interest and penalties as a component of interest and other expenses. To date, the Company has not been assessed, nor has the Company paid, any interest or penalties.

The Company measures and records uncertain tax positions by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized. The Company’s tax years subsequent to 2005 remain subject to examination by federal and state tax jurisdictions.

EARNINGS (LOSS) PER SHARE

The Company reports earnings (loss) per share in accordance with ASC 260, "Earnings per Share." Basic earnings (loss) per share is computed by dividing net income (loss), after deducting preferred stock dividends accumulated during the period, by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net loss by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. Potentially dilutive securities for the years ended December 31, 2013 and 2012 consisting of options to purchase 4,562,137 and 10,746,903, respectively, shares of common stock were not included in the calculation of diluted loss per share because their impact was anti-dilutive. Additionally, 104,055 shares of common stock that may be issued pursuant to convertible notes payable outstanding of $104,055 as of December 31, 2013 and 7,000,000 shares of common stock underlying 3,500,000 shares of Class A Preferred Stock are not included in the calculation of diluted loss per share.

F-8

ACCOUNTING FOR STOCK-BASED COMPENSATION 

The Company accounts for stock based compensation in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”).  ASC 718 establishes accounting for stock-based awards exchanged for employee services.  Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the equity grant).  The fair value of our common stock options are estimated using the Black Scholes option-pricing model.

The Company estimates the fair value of stock options and warrants using the Black-Scholes option-pricing model, which was developed for use in estimating the fair value of options that have no vesting restrictions and are fully transferable. This model requires the input of subjective assumptions, including the expected price volatility of the underlying stock and the expected life of stock options. Projected data related to the expected volatility of stock options is based on the average volatility of the trading prices of comparable companies and the expected life of stock options is based upon the term and vesting schedules of the options. Changes in these subjective assumptions can materially affect the fair value of the estimate, and therefore the existing valuation models do not provide a precise measure of the fair value of our stock options and warrants. The expected dividend rate is zero as the Company does not expect to pay or declare any cash dividends on common stock. The risk-free rates for the expected terms of the stock options are based on the U.S. Treasury yield curve in effect at the time of the grant.

The Company accounts for stock awards issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. The measurement date is the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is complete.

The Company estimates the fair value of shares of common stock issued for services based on the price of shares of the Company’s common stock sold in contemporaneous private placements of offerings on the date shares are granted.

RECENT ACCOUNTING PRONOUNCEMENTS

Recent accounting pronouncements issued by the FASB and the SEC did not have, or are not believed by management to have, a material impact on the Company's present or future consolidated financial statements.

NOTE 3 – PATENTS

A reconciliation of the activity affecting the Company’s Patent Rights is as follows:

Balance – December 31, 2011	$	57,842
Amortization		(4,720	)
Balance – December 31, 2012		53,122
Additions		5,036
Amortization		(5,451	)
Balance – December 31, 2013	$	52,707

Patents as of December 31, 2013 and 2012 consist of the following:

		2013			2012
Gross carrying amount	$	85,997		$	80,961
Accumulated amortization		(33,290	)		(27,839	)
Net carrying amount	$	52,707		$	53,122

As of December 31, 2013, Patent Rights are expected to be amortized over remaining lives as follows:

Twelve Months Ending December 31,
2014	$	5,253
2015		5,253
2016		5,253
2017		5,253
2018		5,253
Thereafter		26,442
	$	52,707

F-9

NOTE 4 – SALES CONCENTRATION AND CONCENTRATION OF CREDIT RISK

CASH

Financial   instruments   that   potentially   subject   the   Company to concentrations of credit risk consist principally of cash. The Company maintains cash balances at one financial institution, which is insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts.

Sales and Accounts Receivable

Following is a summary of customers who accounted for more than ten percent (10%) of the Company’s revenues for the years ended December 31, 2013 and 2012 and the accounts receivable balance as of December 31, 2013:

	2013		2012
Customer	% of Sales	Accounts receivable	% of Sales
A	24.5%	$20,134	45.2%
B	18.8%	$760	19.8%

NOTE 5 – CONVERTIBLE NOTES PAYABLE, STOCKHOLDER

During the year ended December 31, 2013, the Company issued six convertible promissory notes to Dr. Paul Bulat, the Company’s founder and Chairman, (the “Bulat Notes”) for $105,055 in the aggregate (See Note 6). During the year ended December 31, 2013, the Company repaid $1,000 of the Bulat Notes. The notes mature on the third anniversary of their issuance (the “Maturity Date”) and carry a per annum interest rate of 5%. The Notes automatically convert on the six month anniversary following the effectiveness of the Company becoming a public company (the “Conversion Date”) at a conversion price equal to the average closing bid price over the five consecutive days immediately preceding the Conversion Date.

NOTE 6 – RELATED PARTY TRANSACTIONS

For the years ended December 31, 2013 and 2012 the Company incurred rent expense of $-0-and $5,100, respectively, to St. Luke’s Emergency Associates (“SLEA”). Dr. Paul Bulat, the Company’s founder and Chairman is the President of SLEA.

In January 2012, the Company issued 144,114 shares of common stock to certain shareholders of SLEA (including 17,274 shares of common stock issued to Dr. Bulat) in settlement of $195,995 for expenses paid by SLEA on behalf of the Company. The shares were issued at $1.36 per share, based on the most recent price the Company sold shares of common stock at the time of conversion.

In January 2012, shareholders of SLEA purchased 77,573 shares of common stock of the Company at $1.36 per share. The Company received proceeds of $105,500. Included in the purchase were 11,029 shares purchased by Dr. Bulat for proceeds to the Company of $15,000.

During the year ended December 31, 2012, Dr. Bulat purchased an additional 19,485 shares of common stock of the Company for proceeds to the Company of $26,500.

In June 2013, the Company issued 2,000,000 shares of common stock to Mr. Lane, our Chief Executive Officer and President and cancelled fully vested options to purchase 2,000,000 shares of common stock. The Company compared the fair value of the options cancelled and the common stock awarded and determined that no additional compensation was required to be recognized because the fair value of the common stock issued did not exceed the fair value of the cancelled options immediately prior to the cancellation and award.

Effective June 1, 2013, the Company entered into a consulting agreement with Venture Equity, LLC (“Venture Equity”), whereby Venture Equity will assist the Company in their seeking to become a public company. The Company agreed to compensate Venture Equity $5,000 per month and to issue 2% of the Company’s common stock outstanding immediately prior to becoming a public company for the services. Mr. Barry Hollander, the Company’s Chief Financial Officer, is the sole member of Venture Equity. On July 11, 2013, the Company appointed Mr. Hollander to its board of directors. The Company expensed $33,000 for the year ended December 31, 2013 and is included in management fees.

On October 7, 2013, the Company appointed Mr. Hollander as the Chief Financial Officer of the Company, to be effective on November 1, 2013 (the “Effective date”). For these additional responsibilities, the Company agreed to issue Mr. Hollander or his assigns an additional three percent (3%) of the shares outstanding (as defined) of the common stock of the Company, and to increase his monthly compensation to $8,000. Pursuant to these agreements, Mr. Hollander will earn 50% of the additional shares on the six month anniversary of the Effective Date and 50% on the one year anniversary of the Effective Date. Accordingly, the Company has recorded the issuance of 347,169 shares of common stock, representing the original 2%, and recorded an expense of $173,585. The additional 3%, or 520,754 shares of common with a value $260,377 stock was recorded as deferred equity compensation and included in the equity on the consolidated balance sheet. The Company valued the common stock at $0.50 per share, the same value as the most recent sales of common stock. The Company will amortize the deferred equity compensation over the twelve month term, and has included $43,395 in stock compensation expense for the year ended December 31, 2013. The balance of $216,981 in deferred equity compensation will be amortized on a monthly basis of $21,698 from January through October 2014.

The Board also agreed to enter into an employment agreement with Mr. Bulat (Chief Innovations Officer) for an annual salary up to $300,000 effective January 1, 2014, and agreed to compensate Mr. Lane (Chief Executive Officer) up to $250,000 per annum beginning January 1, 2014.

On October 23, 2013, the Company executed a Patent Purchase Agreement with Mr. Bulat. Pursuant to the Patent Purchase Agreement, the Company issued 3,500,000 shares of Series A Convertible Preferred Stock. The Company recorded an expense of $3,483,325 for the year ended December 31, 2013, and has included $16,675 (the inventor’s historical cost basis) in patents pending on the balance sheet presented herein. The amounts were based on the conversion feature of the Series A Preferred Stock, whereby the holder, in his sole discretion is entitled to convert the 3,500,000 shares of Series A Preferred Stock to 7,000,000 shares of Company common stock. The Company valued the common stock at $0.50 per share, the same value as the most recent sales of common stock.

During the year ended December 31, 2013, the Company issued six convertible promissory notes to Dr. Bulat (the “Bulat Notes”) for $105,055 in the aggregate. During the year ended December 31, 2013, the Company repaid $1,000 of the Bulat Notes (see Note 5). The Company recorded interest expense, stockholder of $5,343 for the year ended December 31, 2013 and as of December 31, 2013, $5,343 is included in accounts payable and accrued expenses, related party on the December 31, 2013, balance sheet.

F-10

NOTE 7 – STOCKHOLDERS’ EQUITY

COMMON STOCK

On January 19, 2012, the Company issued 144,114 shares of common stock in settlement of accounts payable owed to SLEA. The shares were issued to ten individuals who were shareholders of SLEA. The shares were valued at $1.36 per share and accordingly, accounts payable, related parties were reduced by $195,995.

Also on January 19, 2012, the Company sold 77,573 shares of common stock at $1.36 per share for proceeds of $105,500.

On August 8, 2012, the Company sold 18,382 shares of common at $1.36 per share for proceeds of $25,000. The shares were sold to our Chairman and Founder.

On September 26, 2012, the Company sold 1,103 shares of common at $1.36 per share for proceeds of $1,500. The shares were sold to our Chairman and Founder.

On November 2, 2012, the Company sold 11,029 shares of common stock at $1.36 per share for proceeds of $15,000.

On November 8, 2012, the Company sold 1,838 shares of common stock at $1.36 per share for proceeds of $2,500.

In June 2013, the Company cancelled fully vested options to purchase 2,071,471 shares of common stock and issued 2,821,633 shares of common stock, including 2,000,000 shares issued to its’ Chief Executive Officer and President. The Company compared the fair value of the options cancelled and the common stock awarded and determined that no additional compensation was required to be recognized because the fair value of the common stock issued did not exceed the fair value of the cancelled options immediately prior to the cancellation and award. The Company also issued in the aggregate 250,000 shares of common stock to three individuals for services rendered to the Company. The Company recorded an expense of $125,000 for the issuance, based on a per share price in recent private placements of $0.50 per share.

On June 7, 2013, the Company amended its’ Articles of Incorporation to increase the number of authorized shares to 17,500,000 of common stock, par value $.01 per share.

On June 20, 2013, the Company amended its’ Articles of Incorporation to increase the number of authorized shares to 100,000,000 consisting of 95,000,000 shares of common stock, par value $0.01 per share and 5,000,000 shares of preferred stock. The preferred stock may be created in any number of series and issued from time to time, with such designations, preferences, rights and restrictions as shall be stated in resolutions adopted by the Board of Directors.

On June 30, 2013, the Company issued 11,748 shares of common stock for services. The Company recorded an expense of $5,874 for the issuance, based on a per share price in recent private placements of $0.50 per share. Also on June 30, 2013 the Company issued 4,500 shares of common stock in payment of accounts payable of $2,250. The shares were issued at $0.50 per share.

From July 2013 to September 2013, pursuant to a Private Placement Memorandum (“PPM”) the Company sold 740,000 shares of common stock for $0.50 per share for gross proceeds of $370,000.

On September 30, 2013, the Company issued 100,000 shares of common stock in settlement of accrued and unpaid legal fees of $49,995 (See note 9). The shares were issued at $0.50 per share.

On October 7, 2013, the Company issued 867,923 shares of common stock to Venture Equity for the services of Mr. Barry Hollander as CFO of the Company (see note 6).

On November 18, 2013, the Company amended its Articles of Incorporation to increase the number of authorized shares to 115,000,000 consisting of 100,000,000 shares of common stock, par value $0.01 per share and 15,000,000 shares of preferred stock, par value $0.01 per share.

PREFERRED STOCK

On October 7, 2013, the Board of Directors of the Company authorized the filing of a Certificate of Designation establishing Series A Convertible Preferred Stock (the “Series A Preferred Stock”) and authorized 3,500,000 shares be available for issuance. Each share of Series A Preferred Stock shall be convertible at the option of the Holder thereof and without the payment of additional consideration by the Holder thereof, at any time, into shares of Common Stock at a conversion rate of two (2) shares of Common Stock for every one (1) share of Series A Preferred Stock and holders of Series A Preferred Stock shall have the right to cast fifteen (15) votes for each share held of record on all matters submitted to a vote of holders of the Corporation’s common stock, including the election of directors, and all other matters as required by law. The holders of Series A Preferred Stock shall vote together with all other classes and series of common stock of the Corporation as a single class on all actions to be taken by the common stock holders of the Corporation except to the extent that voting as a separate class or series is required by law.

On October 23, 2013, the Company executed a Patent Purchase Agreement with Mr. Bulat. Pursuant to the Patent Purchase Agreement, the Company issued 3,500,000 shares of Series A Preferred Stock. The Company recorded an expense of $3,483,325 for the year ended December 31, 2013, and has included $16,675 (the inventor’s cost basis) in patents pending on the consolidated balance sheet presented herein. The amounts were based on the conversion feature of the Series A Preferred Stock, whereby the holder, in his sole discretion is entitled to convert the 3,500,000 shares of Series A Preferred Stock to 7,000,000 shares of Company common stock. The Company valued the common stock at $0.50 per share, the same value as the most recent sales of common stock.

F-11

STOCK OPTIONS

During the year ended December 31, 2007, the Company adopted the 2007 Stock Option/Stock Issuance Plan (the “2007 Plan”). The 2007 Plan permits the grants of Options to purchase shares of Common Stock, either ISOs or Non-Qualified Options; and awards of Restricted Stock. The Board shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine, including, without limitation, the grant of shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights, phantom stock awards or stock units. The Company initially reserved 1,500,000 shares under the 2007 Plan. As of December 31, 2013, there are options to purchase 809,777 shares of common stock outstanding and there is a balance of 690,223 options to purchase shares of common stock available to be granted under the 2007 Plan.

Effective May 17, 2011, the Company adopted the 2011 Stock Option/Stock Issuance Plan (the “2011 Plan”). The 2011 Plan permits the grants of Options to purchase shares of Common Stock, either ISOs or Non-Qualified Options; and awards of Restricted Stock. The Board shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine, including, without limitation, the grant of shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights, phantom stock awards or stock units. The Company initially reserved 10,000,000 shares under the 2011 Plan. As of December 31, 2013, there are options to purchase 3,752,360 shares of common stock outstanding and there is a balance of 6,247,640 of options to purchase shares of common stock available to be granted under the 2011 Plan.

A summary of the activity of options for the years ended December 31, 2013 and 2012 is as follows:

	Options			Weighted-Average exercise price		Weighted- Average grant date fair value		Weighted- Average remaining term
Balance January 1, 2012		9,526,352		$	1.26
Options granted		1,565,257		$	1.37	$	1.37
Options cancelled		(344,706	)	$	1.27
Outstanding as of December 31, 2012		10,746,903		$	1.28
Options granted		171,561		$	1.25	$	1.11
Options cancelled		(6,356,327	)	$	1.27
Outstanding as of December 31, 2013		4,562,137		$	1.28			6.75
Exercisable at December 31, 2013		4,319,637		$	1.28			6.76

As of December 31, 2013 there are options to purchase 242,500 shares of common stock that have not vested. The future expenses of these options are as follows:

Year Ending December 31,
	2014	$	109,628
	2015	$	13,498

The fair value for the options granted during the years ended December 31, 2013 and 2012 were estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted average assumptions:

	2013	2012
Expected volatility	81%	82%
Expected dividend yield	0%	0%
Expected life (in years)	4	10
Risk free interest rate	.7%	.7%

During the years ended December 31, 2013 and 2012, the Company recorded stock based compensation expense related to stock options of $274,366 and $3,888,566, respectively.

F-12

NOTE 8 – INCOME TAXES

Deferred income taxes reflect the net tax effects of operating loss and tax credit carry forwards and temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Due to the uncertainty of the Company’s ability to realize the benefit of the deferred tax assets, the deferred tax assets are fully offset by a valuation allowance at December 31, 2013 and 2012.

Income tax expense for 2013 and 2012 is as follows:

	2013		2012
Current:
Federal	$	—	$	—
State		—		—
		—		—
Deferred:
Federal		(210,597)		(117,318)
State		(34,749)		(19,357)
Change in Valuation allowance		245,346		136,675
	$	—	$	—

The following is a summary of the Company’s deferred tax assets at December 31, 2013 and 2012:

	2013		2012
Deferred Tax Assets:
Net operating losses	$	364,842	$	204,350
Stock compensation		151,625		36,951
Net deferred tax assets		516,467		241,300
Deferred Tax Liabilities:
Accounts receivable		(46,587)		(21,558)
Depreciation and amortization		(22,070)		(17,279)
Net Deferred Tax Liabilities		(68,658)		(38,837)
Valuation allowance		(447,809)		(202,463)
	$	—	$	—

A reconciliation between the expected tax expense (benefit) and the effective tax rate for the years ended December 31, 2012 and 2011 are as follows:

	2013			2012
Statutory federal income tax rate		34.00	%		(34	%)
State taxes, net of federal income tax		5.61	%		5.61	%
Effect of change in valuation allowance		(5.19	%)		(7.88	%)
Non-deductible expenses		(34.42	%)		(31.73	%)
		0	%		0	%

As of December 31, 2013, the Company had a tax net operating loss carry forward of approximately $919,000. Any unused portion of this carry forward expires in 2030. Utilization of this loss may be limited in the event of an ownership change pursuant to IRS Section 382.

F-13

NOTE 9 – COMMITMENTS AND CONTINGENCIES

EMPLOYMENT AGREEMENT

The Company entered into an employment agreement with Mr. Brian Lane, our Chief Executive Officer and President, for a two-year term effective June 20, 2011. The agreement, as amended, provided for a base salary of $12,708 per month, annual incentive bonuses based on the Company’s performance in achieving prescribed revenue and earnings before interest and taxes (“EBIT”) targets, and discretionary bonuses.  The amended agreement further provided for a grant of options to acquire 2,000,000 shares of common stock of the Company. Effective June 20, 2013, the Company further amended Mr. Lane’s employment agreement, extending the term through December 31, 2013 and agreed to issue 2,000,000 shares of common stock and cancelled the options. Effective November 1, 2013, the board also agreed to compensate Mr. Lane (Chief Executive Officer) up to $250,000 per annum beginning January 1, 2014, however Mr. Lane and the Company have agreed that he will continue to be paid at his previous annual salary of $152,500, and agreed to increase the annual compensation to the full amount at a later date.

CONSULTING AGREEMENTS

Effective June 1, 2013, the Company entered into a consulting agreement with Venture Equity, LLC (“Venture Equity”), whereby Venture Equity will assist the Company in their seeking to become a public company. The Company compensates Venture Equity $8,000 per month and agreed to issue 2% of the Company’s common stock outstanding immediately prior to becoming a public company for the services. Mr. Barry Hollander, the Company’s Chief Financial Officer, is the sole member of Venture Equity. On July 11, 2013, the Company appointed Mr. Hollander to its board of directors.

On October 7, 2013, the Company appointed Mr. Hollander as the Chief Financial Officer of the Company, to be effective on November 1, 2013 (the “Effective date”) and agreed to issue Mr. Hollander or his assigns an additional three percent (3%) of the shares outstanding (as defined) of the common stock of the Company. Pursuant to these agreements, Mr. Hollander will earn 50% of the additional shares on the six month anniversary of the Effective Date and 50% on the one year anniversary of the Effective Date. Accordingly, the Company has recorded the issuance of 347,169 shares of common stock, representing the original 2%, and recorded an expense of $173,585. The additional 3%, or 520,754 shares of common with a value $260,377 stock was recorded as deferred equity compensation and included in the equity on the consolidated balance sheet. The Company valued the common stock at $0.50 per share, the same value as the most recent sales of common stock. The Company will amortize the deferred equity compensation over the twelve month term, and has included $43,395 in stock compensation expense for the year ended December 31, 2013. The balance of $216,981 in deferred equity compensation will be amortized on a monthly basis of $21,698 from January 2014 through October 2014,

On June 7, 2013, the Company entered into a consulting agreement with Makena Investment Advisors, LLC. (“Makena”). Pursuant to the one year agreement Makena will assist the Company in its efforts to seek to become a public company, including but not limited to consulting in the preparation of a private placement memorandum, assisting and consulting on the preparation of a registration statement and other consulting services. The Company has agreed to compensate Makena $50,000 and 4.99% of the Company’s common stock outstanding prior to the filing of a registration statement or any transaction that results in a change of control of the Company. Makena began to provide the services in April 2013 and the Company has recorded $37,500 in consulting expenses for the year ended December 31, 2013. As of December 31, 2013, $12,500 is included in prepaid expenses on the consolidated balance sheet.

On June 7, 2013, the Company engaged ipCapital Group (“ipCG”) to provide strategic intellectual property (“IP”) support to the Company. The Company engaged ipCG to perform a number of services to assist in the execution of its IP strategy. The Company paid ipCG $140,000 during the year ended December 31, 2013.

On November 13, 2013, the Company entered into a Placement Agent and Advisory Services Agreement (“PAASA”) with Monarch Bay Securities, LLC (“MBS”). Pursuant to the PAASA, the Company has agreed to pay MBS a retainer of $30,000 and to pay a Success Fee comprised of: a) cash equal to 8% of the gross proceeds raised in a Financing (as defined in the PAASA) including proceeds received from the exercise of any warrants issued in any Financing and b) a warrant to purchase 8% of the total number of shares issued by the Company in connection with the Financing, including the shares issued upon conversion of an exercise of the securities sold in a Financing. The warrant will be issued at an exercise price equal to the purchase price per share sold in the Financing, or in the event that securities convertible into common stock are sold in the Financing, at the conversion price of such securities. The warrant issued to MBS also contains a cashless provision. During the year ended December 31, 2013, $20,000 of the retainer has been paid and the Company has accrued $10,000 as of December 31, 2013, and $30,000 is included in additional paid in capital on the balance sheet presented herein. The Board of Directors of the Company authorized MBS to raise up to Three Million Dollars ($3,000,000) by the sale of Four Million shares (4,000,000) of Series B Convertible Redeemable Preferred Stock, at $0.75 per share.

F-14

LEASE AGREEMENTS

The Company utilizes office space in Fairhaven, Massachusetts that is leased from a third party by SLEA, the tenant of the space. There was no formal agreement between the Company and SLEA through December 31, 2013. For the years ended December 31, 2013 and 2012, the Company recorded no rent expense and rent expense of $5,100, respectively for the space. Effective January 1, 2014, the Company has agreed to make the monthly rent payments of $5,880 owed by SLEA.

From June 2012, through November 2012, the Company subleased on a month by month basis a corporate apartment for the Company’s CEO. The monthly sublease was $1,375 per month.

On November 17, 2010, PDRx entered into a sublease, as amended, to rent space in Cambridge, Massachusetts. The initial term of the sublease was April 1, 2011 through May 31, 2012, and required monthly base rent payments of $958. The sublease was extended through July 31, 2013, with the same monthly rent. The lease was terminated on July 31, 2013.

There are no material proceedings pending or threatened against ADOL. PDRx is a plaintiff in a law suit against HealthBridge Management, Inc, (“Healthbridge”) for non-payment of monies owed for services rendered. HealthBridge has answered the claim with a countersuit against PDRx. The outcome is unknown, legal expenses have been incurred and additional expenses will be forthcoming. The Company does not believe that the disposition or ultimate resolution of existing claims or lawsuits will have a material adverse effect on the business or financial condition of the Company. When and if it appears probable in management's judgment that the Company would incur monetary damages or other costs in connection with any claims or proceedings, and such costs can be reasonably estimated, liabilities will be recorded in the financial statements and charges will be recorded against earnings.

NOTE 10 – GOING CONCERN

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of December 31, 2013, the Company had an accumulated deficit of $14,333,703 and a working capital deficit of $105,355. These conditions raise substantial doubt about the Company's ability to continue as a going concern.The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management’s Plans

The Company maintains daily operations and capital needs through the receipts of monthly amounts received pursuant to various license agreements.

NOTE 11 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through June 23, 2014, which is the date the financial statements were available to be issued.

On April 3, 2014, the Company issued 35,000 shares of Series B Convertible Redeemable Preferred Stock (“Series B Preferred Stock”) and received proceeds of $26,250. The shares were issued at $0.75 per share.

On April 15, 2014, the Company entered into a three month Consulting Agreement with a consultant (the “Consultant”) to assist the Company regarding the formation of strategic relationships with existing and new identified technology companies. Additionally, the Consultant will work with the executive management team in development market strategies and comprehensive video conferencing technology solution offerings including the bundling of these technologies, working with ADOL’s partner on developing licensing packages, creating new sales proposal formats for consultation services and technologies/products, and assisting with the development and placement of products and services. The Company will compensate the Consultant $100 per hour, for a minimum of 40 hours per week, for these services, which may be paid, at the option of the Company, in the form of cash or equity consideration.

Pursuant to the terms of the PAASA, on May 6, 2014, the Company notified MBS that the Company was terminating the PAASA. MBS has not concluded a Financing and the Company has not incurred any additional expenses.

On July 14, 2014, the Company filed with the Secretary of State of Delaware a Certificate of Designation of the Series B Preferred Stock. Among other terms, the Holders of Series B Preferred Stock shall have conversion rights as follows:

The Series B Convertible Redeemable Preferred Stock and any accrued and unpaid dividends thereon shall, with respect to rights on liquidation, winding up and dissolution, rank senior to the common stock, par value $0.01 per share issued and outstanding of the Company and the Series A Preferred Stock issued and outstanding.

The holders of shares of Series B Preferred Stock are entitled to receive an annual dividend at the rate of eight percent (8%) per annum. Such dividend can be paid in cash or in the issuance of additional Series B Preferred Shares.

Each share of Series B Convertible Redeemable Preferred Stock shall automatically convert (the “Mandatory Conversion”) and without the payment of additional consideration by the Holder thereof, into shares of Common Stock on the Mandatory Conversion Date (as hereinafter defined) at a conversion rate of seventy-five percent (75%) of the price of the Common Stock sold for cash in a non-affiliated equity transaction (the “Equity Price”). The Mandatory Conversion Date shall be the date that the five (5) day weighted average trading price of the Common Stock exceeds 110% of the Equity Price.

At any time, or upon receipt of a redemption notice by the Company, the Holder will have twenty (20) days to elect to convert the Series B Preferred Stock into Common Stock at a price per share equal to a twenty-five percent (25%) discount to the most recent Common Stock price per share paid by any non-affiliated investor in a subsequent financing to the Series B Preferred Stock.

On June 18, 2014, pursuant to a consulting agreement, the Company issued 911,233 shares of common stock to Makena (see note 9).

Management has determined that there are no further events subsequent to the balance sheet date that should be disclosed in these financial statements.

F-15

AMERICAN DOCTORS ONLINE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
					March 31,		December 31,
				2014		2013
					(Unaudited)
ASSETS
Current Assets:
	Cash and cash equivalents			$	23,825	$	96,782
	Accounts receivable				101,245		115,917
	Prepaid assets				—		12,500
			Total current assets		125,070		225,199
Patents Pending				$	113,915	$	102,128
Patents, net of accumulated amortization of $34,580 (2014) and $33,290 (2013)					51,417		52,707
Furniture, fixtures and equipment, net of accumulated depreciation of
		$173,051 (2014) and $168,139 (2013)			33,345		38,257
			Total assets	$	323,747	$	418,291
LIABILITIES AND DEFICIT
Current Liabilities:
	Accounts payable and accrued expenses			$	404,501	$	308,944
	Accounts payable and accrued expenses, related party				62,640		21,610
			Total current liabilities		467,141		330,554
	Convertible notes payable, shareholder				104,055		104,055
			Total liabilities	$	571,196	$	434,609
Commitment and Contingencies (Note 9)
Deficit:
	Preferred stock, $0.01 par value; 15,000,000 shares authorized,
		Series A Convertible Preferred Stock, $0.01 par value, 3,500,000 shares authorized; 3,500,000
			shares issued and outstanding		35,000		35,000
	Common stock, $0.01 par value; 100,000,000 shares authorized; 11,261,175
		shares issued and outstanding			112,611		112,611
	Deferred compensation				(151,887)		(216,981)
	Additional paid-in capital				16,871,326		16,842,107
	Accumulated deficit				(14,664,053)		(14,333,703)
			Total company stockholders' equity		2,202,997		2,439,034
			Less noncontrolling interest		(2,450,446)		(2,455,352)
			Total deficit		(247,449)		(16,318)
				$	323,747	$	418,291

F-16

AMERICAN DOCTORS ONLINE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
	For the three months ended March 31,
	2014			2013
Fee revenue, net	$	121,321		$	95,586
Operating expenses:
Salaries and management fees (including stock compensation
expenses of $94,312 (2014) and $39,921 (2013)		204,932			88,173
Advertising and marketing		—			1,737
Rent and occupancy costs		20,922			6,160
Travel and entertainment		7,287			1,576
Professional and consulting fees		148,404			29,753
Insurance		15,083			11,818
Depreciation and amortization		6,202			6,867
Other general and administrative		40,838			11,573
Total operating expenses		443,668			157,657
Operating loss		(322,347	)		(62,071	)
Other Expense:
Interest expense		(1,066	)		(309	)
Interest expense, stockholder		(2,030	)		(118	)
Total other expense		(3,096	)		(427	)
Net loss		(325,443	)		(62,498	)
Less net income attributable to noncontrolling interest		4,907			57,152
Net loss attributable to American Doctors Online, Inc.	$	(330,350	)	$	(119,650	)
Basic and diluted loss attributable to American Doctors
Online, Inc. common stockholders, per share	$	(0.03	)	$	(0.02	)
Weighted average number of common shares outstanding
Basic and diluted		11,261,175			6,465,371

F-17

AMERICAN DOCTORS ONLINE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Three months ended March 31,
	2014			2013
Cash flows from operating activities:
Net loss	$	(325,443	)	$	(62,498	)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization		6,202			6,867
Stock based compensation		94,312			39,921
Change in operating assets and liabilities:
Decrease  (increase) in prepaid expenses		12,500			(26,108	)
Decrease  (increase) in accounts receivable		14,672			(9,933	)
Increase (decrease) in accounts payable and accrued expenses		95,556			(4,648	)
Increase in accounts payable and accrued expenses, related parties		41,031			48
Net cash used in operating activities		(61,170	)		(56,351	)
Cash flows from investing activities:
Payment of patent pending costs		(11,787	)		—
Net cash used in investing activities		(11,787	)		—
Cash flows from financing activities:
Proceeds from issuance of convertible notes, related party		—			58,201
Net cash provided by financing activities		—			58,201
Net increase (decrease) in cash and cash equivalents		(72,957	)		1,851
Cash and cash equivalents, beginning		96,782			9,114
Cash and cash equivalents, ending	$	23,825		$	10,965
Supplemental disclosure of cash flow information:
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—

F-18

AMERICAN DOCTORS ONLINE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014

(UNAUDITED)

NOTE 1 - ORGANIZATION

BUSINESS

American Doctors Online, Inc. (the “Company” or “ADOL”) was formed in the State of Delaware on September 17, 1999. ADOL owns four U.S. patents and has three pending patent applications. These patents cover the essential core processes required for the delivery of telehealth and telemedicine services. The Company’s business model is to license to telehealth and/or telemedicine providers one or more of the Company’s patents pursuant to non-exclusive agreements with terms and conditions similar to other licensing agreements involving medical related Intellectual property. The Company believes its’ intellectual property includes the fundamental methodologies inherent to the provision of telehealth and/or telemedicine.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The accompanying condensed consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to present the financial position, results of operations and cash flows for the stated periods have been made. Except as described below, these adjustments consist only of normal and recurring adjustments. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These condensed financial statements should be read in conjunction with a reading of the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2013 included in this Registration Statement. Interim results of operations for the three months ended March 31, 2014 are not necessarily indicative of future results for the full year.

During the three months ended March 31, 2014 and the year ended December 31, 2013, ADOL received fees pursuant to a Management Services and License Agreement with PhoneDOCTORx, LLC, (“PDRx”). PDRx, a Massachusetts limited liability company, owned by five physicians, who collectively own over 70% of ADOL. Based on the common control and ownership of ADOL and PDRx, PDRx is considered a variable interest entity, of which ADOL is the primary beneficiary. Accordingly, these consolidated financial statements include the accounts of PDRx. ADOL exerts no influence on, or has any involvement in the practice of medicine by PDRx’s clinical staff.

The consolidated financial statements of the Company include the Company and PDRx. All material inter-company balances and transactions have been eliminated.

VARIABLE INTEREST ENTITY

The Company determined that it was the primary beneficiary of PDRx based primarily on qualitative factors. Specifically, PDRx was formed at the direction of the Company. PDRx is managed and effectively controlled, other than related to the provision of medical services, by the Company through common ownership, and a substantial portion of PDRx revenues accrue to the Company in the form of management fees. The carrying value of the assets and liabilities of PDRx included in the accompanying condensed consolidated balance sheets as of March 31, 2014 and December 31, 2013 are as follows:

		2014		2013
Cash	$	16,646	$	73,234
Accounts receivable		97,483		107,778
Total current assets		114,129		181,012
Property and equipment, net		1,350		1,523
Total assets	$	115,479	$	182,535
Accounts payable	$	269,596	$	176,567
Due to related party		24,800		24,800
Total current liabilities	$	294,396	$	201,367

F-19

EMERGING GROWTH COMPANY

We qualify as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include the valuation of stock-based compensation, the allowance for doubtful accounts and impairment of patents.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents.

ACCOUNTS RECEIVABLE

Pursuant to licenses entered into by PDRx and their customers, the Company bills the customer monthly and records the corresponding accounts receivable due from its licensees. The Company extends credit of up to forty five (45) days from invoice date. The Company provides allowance for losses through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability of the principal is unlikely. The allowance is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience. While management uses the best information available to make its evaluations, this estimate is susceptible to significant change in the near term.

PATENTS

The Company capitalizes legal fees and filing costs associated with the development and filing of its patents. Patents are generally amortized over an estimated useful life of 17 years using the straight-line method beginning on the issue date. Amortization expense of $1,290 and $1,173 was recorded during the three months ended March 31, 2014 and 2013, respectively.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost, and depreciation is provided by use of straight-line methods over the estimated useful lives of the assets. The estimated useful lives of property and equipment are as follows:

Office equipment and furniture	5 years
Computer hardware and software	3 years

The Company's property and equipment consisted of the following at March 31, 2014 and December 31, 2013:

	Cost		Accumulated Depreciation		Balance
	3/31/14	12/31/13	3/31/14	12/31/13	3/31/14	12/31/13
Furniture and Equipment	$191,596	$191,596	$(158,251)	$(153,339)	$33,345	$38,257
Software	14,800	14,800	(14,800)	(14,800)	—	—
Total	$206,396	$206,396	$(173,051)	$(168,139)	$33,345	$38,257

Depreciation expense of $4,912 and $5,694 was recorded during the three months ended March 31, 2014 and 2013, respectively.

F-20

REVENUE RECOGNITION

The Company recognizes revenue in accordance with FASB ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria are met (1) persuasive evidence of an arrangement exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability is reasonably assured.

The Company recognizes revenue during the period in which the licensed products are utilized. PDRx, through the sub-licensing of the ADOL patents, provides remote covering physician consultations via audio and/or video conferencing technologies. It provides Extended Care Facilities (“ECF”), ECF nurses, patients and their families’ confidential, real-time access to Board Certified physicians in non-urgent, urgent and emergent care settings through a state-of-the-art medical call center. PDRx through sub-licenses of ADOL’s patented telehealth / telemedicine technology provides medical services including face-to-face, real-time access to covering physicians, resulting in reduction of unnecessary and avoidable transfers and readmissions to the Emergency Department.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of the Company’s accounts receivable and accounts payable approximate fair value due to their short term nature. The carrying value of convertible notes payable, stockholder approximates fair value because the terms are similar to prevailing market rates.

INCOME TAXES

The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. The Company recognizes deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. The Company records a valuation allowance related to a deferred tax asset when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.

ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. The Company classifies interest and penalties as a component of interest and other expenses. To date, the Company has not been assessed, nor has the Company paid, any interest or penalties.

The Company measures and records uncertain tax positions by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized. The Company’s tax years subsequent to 2005 remain subject to examination by federal and state tax jurisdictions.

EARNINGS (LOSS) PER SHARE

The Company reports earnings (loss) per share in accordance with ASC 260, "Earnings per Share." Basic earnings (loss) per share is computed by dividing net income (loss), after deducting preferred stock dividends accumulated during the period, by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net loss by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. Potentially dilutive securities for the three months ended March 31, 2014 and 2013 consisting of options to purchase 4,262,360 and 10,746,903 shares of common stock, respectively, were not included in the calculation of diluted loss per share because their impact was anti-dilutive. Additionally, 104,055 and 58,201 shares of common stock that may be issued pursuant to convertible notes payable outstanding of $104,055 and $58,201 as of March 31, 2014 and 2013, respectively, and 7,000,000 shares of common stock underlying 3,500,000 shares of Class A Preferred Stock are not included in the calculation of diluted loss per share.

F-21

ACCOUNTING FOR STOCK-BASED COMPENSATION 

The Company accounts for stock based compensation in accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”).  ASC 718 establishes accounting for stock-based awards exchanged for employee services.  Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the equity grant).  The fair value of our common stock options are estimated using the Black Scholes option-pricing model.

The Company estimates the fair value of stock options and warrants using the Black-Scholes option-pricing model, which was developed for use in estimating the fair value of options that have no vesting restrictions and are fully transferable. This model requires the input of subjective assumptions, including the expected price volatility of the underlying stock and the expected life of stock options. Projected data related to the expected volatility of stock options is based on the average volatility of the trading prices of comparable companies and the expected life of stock options is based upon the term and vesting schedules of the options. Changes in these subjective assumptions can materially affect the fair value of the estimate, and therefore the existing valuation models do not provide a precise measure of the fair value of our stock options and warrants. The expected dividend rate is zero as the Company does not expect to pay or declare any cash dividends on common stock. The risk-free rates for the expected terms of the stock options are based on the U.S. Treasury yield curve in effect at the time of the grant.

The Company accounts for stock awards issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. The measurement date is the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is complete.

The Company estimates the fair value of shares of common stock issued for services based on the price of shares of the Company’s common stock sold in contemporaneous private placements of offerings on the date shares are granted.

RECENT ACCOUNTING PRONOUNCEMENTS

Recent accounting pronouncements issued by the FASB and the SEC did not have, or are not believed by management to have, a material impact on the Company's present or future consolidated financial statements.

NOTE 3 – PATENTS

Patents as of March 31, 2014 consist of the following:

Gross carrying amount	$	85,997
Accumulated amortization		(34,580	)
Net carrying amount	$	51,417

A reconciliation as March 31, 2014, of the net carrying amount of the Company’s Patent Rights is as follows:

Balance – December 31, 2013	$	52,707
Amortization		(1,290	)
Balance – March 31, 2014	$	51,417

F-22

NOTE 4 – SALES CONCENTRATION AND CONCENTRATION OF CREDIT RISK

CASH

Financial   instruments   that   potentially   subject   the   Company to concentrations of credit risk consist principally of cash. The Company maintains cash balances at one financial institution, which is insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses in such accounts.

Sales and Accounts Receivable

Following is a summary of customers who accounted for more than ten percent (10%) of the Company’s revenues for the three months ended March 31, 2014 and 2013 and the accounts receivable balance as of March 31, 2014:

	2014		2013
Customer	% of Sales	Accounts receivable	% of Sales
A	40%	$30,818	47%
B	—	—	14%
C	10%	9,720	—

NOTE 5 – CONVERTIBLE NOTES PAYABLE, STOCKHOLDER

For the year ended December 31, 2013, the Company issued six convertible promissory notes to Dr. Bulat (the “Bulat Notes”) for $105,055 in the aggregate and the Company repaid $1,000. As of December 31, 2013 and March 31, 2014, the balance of the Bulat Notes was $104,055. The notes mature on the third anniversary of their issuance (the “Maturity Date”) and carry a per annum interest rate of 5%. The Notes automatically convert on the six month anniversary following the effectiveness of the Company becoming a public company (the “Conversion Date”) at a conversion price equal to the average closing bid price over the five consecutive days immediately preceding the Conversion Date.

NOTE 6 – RELATED PARTY TRANSACTIONS

For the three months ended March 31, 2014 and 2013, the Company incurred rent expense of $20,922and $6,160, respectively, to St. Luke’s Emergency Associates (“SLEA”). Dr. Paul Bulat, the Company’s founder and Chairman is the President of SLEA.

During the year ended December 31, 2013, the Company issued 347,169 shares of common stock to Venture Equity and agreed to a monthly compensation of $5,000 for accounting and financial services. Mr. Barry Hollander is the sole member of Venture Equity. On July 11, 2013, the Company appointed Mr. Hollander to its board of directors.

For the three months ended March 31, 2014 and 2013, the Company recorded interest expense, stockholder of $2,030 and $118, respectively. As of December 31, 2013, accrued interest of $7,373 is owed to the stockholder and is included in accounts payable and accrued expenses, related party.

Effective on November 1, 2013 (the “Effective date”), the Company appointed Mr. Hollander as the Chief Financial Officer of the Company, and agreed to issue Mr. Hollander or his assigns 520,754 shares of common stock of the Company, and increased the monthly compensation to $8,000. Pursuant to this appointment, Mr. Hollander will earn 50% of the additional shares on the six month anniversary of the Effective Date and 50% on the one year anniversary of the Effective Date. Accordingly, the 520,754 shares of common stock, with a value of $260,377 were recorded as deferred equity compensation and are included in the equity on the consolidated balance sheet. The Company valued the common stock at $0.50 per share, the same value as the most recent sales of common stock. The Company is amortizing the deferred equity compensation over the twelve month term, and has included $65,094 in stock compensation expense for the three months ended March 31, 2014. The balance of $151,887 in deferred equity compensation will be amortized on a monthly basis of $21,698 from April through October 2014.

The Board also agreed to enter into an employment agreement with Mr. Bulat (Chief Innovations Officer) for an annual salary up to $300,000 effective January 1, 2014. The Company and Mr. Bulat agreed to accrue $10,000 per month for the three months ended March 31, 2014 and agreed to increase the annual compensation to the full amount at a later date. The corresponding liability is included in accounts payable and accrued expenses, related party as of March 31, 2014. The board also agreed to compensate Mr. Lane (Chief Executive Officer) up to $250,000 per annum beginning January 1, 2014, however Mr. Lane and the Company have agreed that he will continue to be paid at his previous annual salary of $152,500, and agreed to increase the annual compensation to the full amount at a later date. Included in salaries and management fees for the three months ended March 31, 2014 and 2013, is $37,691 and $35,194, respectively.

F-23

NOTE 7 – STOCKHOLDERS’ EQUITY

DEFERRED EQUITY COMPENSATION

During the year ended December 31, 2013, the Company’s CFO was issued 520,754 shares of common stock. The common stock was valued at $260,377, equal to $0.50 per share, the same value as the most recent sales of common stock. The Company is amortizing the deferred equity compensation over the twelve month term, and has included $65,094 in stock compensation expense for the three months ended March 31, 2014. The balance of $151,887 in deferred equity compensation will be amortized on a monthly basis of $21,698 from April through October 2014.

STOCK OPTIONS

During the year ended December 31, 2007, the Company adopted the 2007 Stock Option/Stock Issuance Plan (the “2007 Plan”). The 2007 Plan permits the grants of Options to purchase shares of Common Stock, either ISOs or Non-Qualified Options; and awards of Restricted Stock. The Board shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine, including, without limitation, the grant of shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights, phantom stock awards or stock units.

Effective May 17, 2011, the Company adopted the 2011 Stock Option/Stock Issuance Plan (the “2011 Plan”). The 2011 Plan permits the grants of Options to purchase shares of Common Stock, either ISOs or Non-Qualified Options; and awards of Restricted Stock. The Board shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine, including, without limitation, the grant of shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights, phantom stock awards or stock units.

A summary of the plans as of March 31, 2014 is as follows:

Plan	Authorized	Granted	Available
2007	1,500,000	515,000	985,000
2011	10,000,000	3,747,360	6,252,460

A summary of the activity of options for the three months ended March 31, 2014 is as follows:

	Options	Weighted-Average exercise price	Weighted- Average grant date fair value	Weighted- Average remaining term
Balance January 1, 2014	4,562,137	$ 1.28		6.75
Options expired	(299,777)
Outstanding as of March 31, 2014	4,262,360	$1.28		6.97
Exercisable at March 31, 2014	4,107,360	$ 1.28		6.99

As of March 31, 2014, there are options to purchase 155,000 shares of common stock that have not vested.

Upon their vesting, the Company will realize future expenses of $93,908.

During the three months ended March 31, 2014 and 2013, the Company recorded stock based compensation expense related to stock options of $29,218 and $39,921, respectively.

F-24

NOTE 8 – INCOME TAXES

Deferred income taxes reflect the net tax effects of operating loss and tax credit carry forwards and temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Due to the uncertainty of the Company’s ability to realize the benefit of the deferred tax assets, the deferred tax assets are fully offset by a valuation allowance at March 31, 2014, and December 31, 2013.

As of March 31, 2014, the Company had a tax net operating loss carry forward of approximately $987,000. Any unused portion of this carry forward expires in 2030. Utilization of this loss may be limited in the event of an ownership change pursuant to IRS Section 382.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

EMPLOYMENT AGREEMENTS

The Company entered into an employment agreement with Mr. Brian Lane, our Chief Executive Officer and President, for a two-year term effective June 20, 2011. The agreement, as amended, provided for a base salary of $12,708 per month, annual incentive bonuses based on the Company’s performance in achieving prescribed revenue and earnings before interest and taxes (“EBIT”) targets, and discretionary bonuses.  The amended agreement further provided for a grant of options to acquire 2,000,000 shares of common stock of the Company. Effective June 20, 2013, the Company further amended Mr. Lane’s employment agreement, extending the term through December 31, 2013 and agreed to issue 2,000,000 shares of common stock and cancelled the options. Effective November 1, 2103, the board also agreed to compensate Mr. Lane (Chief Executive Officer) up to $250,000 per annum beginning January 1, 2014, however Mr. Lane and the Company have agreed that he will continue to be paid at his previous annual salary of $152,500, and agreed to increase the annual compensation to the full amount at a later date. Included in salaries and management fees for the three months ended March 31, 2014 and 2013, is $37,691 and $35,194, respectively.

On November 1, 2013, the Board also agreed to enter into an employment agreement with Mr. Bulat (Chief Innovations Officer) for an annual salary up to $300,000 effective January 1, 2014. The Company and Mr. Bulat agreed to accrue $10,000 per month for the three months ended March 31, 2014 and agreed to increase the annual compensation to the full amount at a later date. The corresponding liability is included in accounts payable and accrued expenses, related party as of March 31, 2014.

CONSULTING AGREEMENTS

Effective June 1, 2013, the Company entered into a consulting agreement with Venture Equity, LLC (“Venture Equity”), whereby Venture Equity will assist the Company in their seeking to become a public company. The Company issued 347,169 shares of common stock and to pay Venture Equity $5,000 per month. On October 7, 2013, the Company appointed Mr. Hollander as the Chief Financial Officer of the Company, effective on November 1, 2013 (the “Effective date”) and agreed to issue Mr. Hollander or his assigns an additional 520,754 shares of common stock of the Company and increased the monthly fee to $8,000. Pursuant to these agreements, Mr. Hollander will earn 50% of the additional shares on the six month anniversary of the Effective Date and 50% on the one year anniversary of the Effective Date.

On June 7, 2013, the Company entered into a consulting agreement with Makena Investment Advisors, LLC. (“Makena”). Pursuant to the one year agreement Makena will assist the Company in its efforts to seek to become a public company, including but not limited to consulting in the preparation of a private placement memorandum, assisting and consulting on the preparation of a registration statement and other consulting services. The Company has agreed to compensate Makena $50,000 and 4.99% of the Company’s common stock outstanding prior to the filing of a registration statement or any transaction that results in a change of control of the Company. Makena began to provide the services in April 2013 and the Company has recorded $12,500 in consulting expenses for the three months ended March 31, 2014.

On November 13, 2013, the Company entered into a six month Placement Agent and Advisory Services Agreement (“PAASA”) with Monarch Bay Securities, LLC (“MBS”). Pursuant to the PAASA, the Company has agreed to pay MBS a retainer of $30,000 and to pay a Success Fee comprised of: a)cash equal to 8% of the gross proceeds raised in a Financing (as defined in the PAASA) including proceeds received from the exercise of any warrants issued in any Financing and b)a warrant to purchase 8% of the total number of shares issued by the Company in connection with the Financing, including the shares issued upon conversion of an exercise of the securities sold in a Financing. The warrant will be issued at an exercise price equal to the purchase price per share sold in the Financing, or in the event that securities convertible into common stock are sold in the Financing, at the conversion price of such securities. The warrant issued to MBS also contains a cashless provision. The Board of Directors of the Company authorized MBS to raise up to Three Million Dollars ($3,000,000) by the sale of Four Million shares (4,000,000) of Series B Convertible Redeemable Preferred Stock, at $0.75 per share. Pursuant to the terms of the PAASA, on May 6, 2014, the Company notified MBS that the Company was terminating the PAASA. MBS has not concluded a Financing and the Company has not incurred any additional expenses.

F-25

LEASE AGREEMENTS

The Company utilizes office space in Fairhaven, Massachusetts that is leased from a third party by SLEA, the tenant of the space. There was no formal agreement between the Company and SLEA through March 31, 2014. For the three months ended March 31, 2014 and 2013 the Company recorded rent expense of $20,922 and $6,160, respectively, for the space.

There are no material proceedings pending or threatened against ADOL. PDRx is a plaintiff in a law suit against HealthBridge Management, Inc, (“Healthbridge”) for non-payment of monies owed for services rendered. HealthBridge has answered the claim with a countersuit against PDRx. The outcome is unknown, legal expenses have been incurred and additional expenses will be forthcoming. The Company does not believe that the disposition or ultimate resolution of existing claims or lawsuits will have a material adverse effect on the business or financial condition of the Company. When and if it appears probable in management's judgment that the Company would incur monetary damages or other costs in connection with any claims or proceedings, and such costs can be reasonably estimated, liabilities will be recorded in the financial statements and charges will be recorded against earnings.

NOTE 10 – GOING CONCERN

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of March 31, 2014 the Company had an accumulated deficit of $14,664,053 and a working capital deficit of $342,071. These conditions raise substantial doubt about the Company's ability to continue as a going concern.The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management’s Plans

The Company maintains daily operations and capital needs through the receipts of monthly amounts received pursuant to various license agreements.

NOTE 11 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through June 23, 2014, which is the date the financial statements were available to be issued.

On April 3, 2014 the Company issued 35,000 shares of Series B Convertible Redeemable Preferred Stock (“Series B Preferred Stock”) and received proceeds of $26,250. The shares were issued at $0.75 per share.

On April 15, 2014, the Company entered into a three month Consulting Agreement with a consultant (the “Consultant”) to assist the Company regarding the formation of strategic relationships with existing and new identified technology companies. Additionally, the Consultant will work with the executive management team in development market strategies and comprehensive video conferencing technology solution offerings including the bundling of these technologies, working with ADOL’s partner on developing licensing packages, creating new sales proposal formats for consultation services and technologies/products, and assisting with the development and placement of products and services. The Company will compensate the Consultant $100 per hour, for a minimum of 40 hours per week, for these services, which may be paid, at the option of the Company, in the form of cash or equity consideration.

On July 14, 2014, the Company filed with the Secretary of State of Delaware a Certificate of Designation of the Series B Preferred Stock. Among other terms, the Holders of Series B Preferred Stock shall have conversion rights as follows:

The Series B Convertible Redeemable Preferred Stock and any accrued and unpaid dividends thereon shall, with respect to rights on liquidation, winding up and dissolution, rank senior to the common stock, par value $0.01 per share (the “Common Stock”) issued and outstanding of the Company and the Series A Preferred Stock (“Series A Preferred Stock”) issued and outstanding.

The holders of shares of Series B Preferred Stock are entitled to receive an annual dividend at the rate of eight percent (8%) per annum. Such dividend can be paid in cash or in the issuance of additional Series B Preferred Shares.

Each share of Series B Convertible Redeemable Preferred Stock shall automatically convert (the “Mandatory Conversion”) and without the payment of additional consideration by the Holder thereof, into shares of Common Stock on the Mandatory Conversion Date (as hereinafter defined) at a conversion rate of seventy-five percent (75%) of the price of any Common Stock sold for cash in a non-affiliated equity transaction (the “Equity Price”). The Mandatory Conversion Date shall be the date that the five (5) day weighted average trading price of the Common Stock exceeds 110% of the Equity Price.

At any time, or upon receipt of a redemption notice by the Company, the Holder will have twenty (20) days to elect to convert the Series B Preferred Stock into Common Stock at a price per share equal to a twenty-five percent (25%) discount to the most recent Common Stock price per share paid by any non-affiliated investor in a subsequent financing to the Series B Preferred Stock.

On June 18, 2014, pursuant to a consulting agreement, the Company issued 911,233 shares of common stock to Makena (see note 9).

Management has determined that there are no further events subsequent to the balance sheet date that should be disclosed in these financial statements.

F-26

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

36

Item 15. Financial Statements and Exhibits.

(a) The financial statements filed as a part of this registration statement are listed on the index to financial statements. 

Exhibit	Description
3.1	Certificate of Incorporation filed September 17, 1999
3.2	Certificate of Amendment to Certificate of Incorporation filed June 7, 2013
3.3	Certificate of Amendment to Certificate of Incorporation filed June 20, 2013
3.4	Certificate of Amendment to Certificate of Incorporation filed November 19, 2013
3.5	Amended and Restated Bylaws
4.1	Certificate of Designation of the Series A Preferred Stock filed October 22, 2013
4.2	Form of 2007 Stock Option Plan
4.3	Form of 2011 Stock Option Plan
4.4	Certificate of Designation of the Series B Preferred Stock filed xxxxxxxxxxx
10.1	Employment Agreement with Brian Lane, dated May 7, 2011
10.2	Lane Extension through December 31, 2013, dated October 8, 2013
10.3	Employment Agreement with Brian Lane dated November 1, 2013
10.4	Employment Agreement with Dr. Paul Bulat dated November 1, 2013
10.5	Agreement with Venture Equity, LLC dated November 1, 2013
10.6	Patent Purchase Agreement dated October 23, 2013
10.7	Form of Convertible Promissory Notes
23.1	Consent of D. Brooks & Associates, CPA’s P.C.

37

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amended registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

American Doctors Online, Inc.

/s/ Brian Lane

Name: Brian Lane

Title: Chief Executive Officer

July 17, 2014

38

EX-3.1

Exhibit 3.1

CERTIFICATE OF INCORPORATION

OF

***AMERICAN DOCTORS ONLINES, INC.***

* * * * *

1. The name of the corporation is American Doctors Online, Inc.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is: Two Hundred Fifty Thousand (250,000) and the par value of each of such shares is Zero Dollars and One Cent ($0.01) amounting in the aggregate to Two Thousand Five Hundred Dollars and No Cents ($2,500.00).

5. The board of directors is authorized to make, alter, or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the sole incorporator is:

Olga Garcia Rey

c/o CT Corporation

2 Oliver Street

Boston, Massachusetts 02109

7. A director of the corporation shall not by personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a directors except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this     17    day of      September     1999.

 

State of Delaware

Office of the Secretary of State

_____________________________________

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “AMERICAN DOCTORS ONLINE, INC.”, FIELD IN THIS OFFICE ON THE SEVENTEENTH DAY OF SEPTEMBER, A.D. 1999, AT 4:30 O’CLOCK P.M.

A FIELD COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

EX-3.2

Exhibit 3.2

 

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF INCORPORATION AND TO

PRIOR CERTIFICATES OF AMENDMENTS

OF

AMERICAN DOCTORS ONLINE, INC.

Pursuant to Section 242 of the

General Laws of the State of Delaware

American Doctors Online, Inc. (hereinafter, the “Corporation”), organized and existing under and by virtue of the General Corporation Laws of the State of Delaware, does hereby certify as Follows:

By written consent of the Board of Directors of the Corporation, resolutions were duly adopted. Pursuant to Sections 141(f) and 242 of the General Corporation Laws of the State of Delaware, Setting forth an amendment to the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), and further amending any and all prior Amendments, and further declaring this amendment be advisable, and directing that the resolution be submitted to the stockholders of the Corporation for their consideration and approval. The majority of Stockholders of the Corporation Thereafter, duly approved said proposed amendment in accordance with Sections 228 and 242 of the General Laws of the State of Delaware. The resolution setting forth the amendment as follows:

RESOLVED: That the Certificate of Incorporation of this Corporation be amended by deleting Article FOURTH of the Certificate of Incorporation, and any and all Amendment thereto, in its entirety, and replace the same with the following new Article FOURTH, so that the amended Article Fourth shall be and shall read as follows:

 “The total number of shares of stock which the corporation shall have authority to issue is Seventeen Million, Five-Hundred-Thousand (17,500,000), Shares of Common stock with a par value remaining at $0.01 per shares.

In witness whereof, American Doctors Online, Inc., has caused this certificate to be signed by its President, this 7th day of June, 2013.

American Doctors Online, Inc.

 

American Doctors Online, Inc.

Facsimile Cover Sheet 

EX-3.3

 Exhibit 3.3

 

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF INCORPORATION AND TO

PRIOR CERTIFICATES OF AMENDMENTS

OF

AMERICAN DOCTORS ONLINE, INC.

Pursuant to Section 242 of the

General Laws of the State of Delaware

American Doctors Online, Inc., (hereinafter, the “Corporation”), organized and existing under and by virtue of the General Corporation Laws of the State of Delaware, does hereby certify as Follows:

By written consent of the Board of Directors of the Corporation, resolutions were duly adopted.

Pursuant to Sections 141(f) and 242 of the General Corporation Laws of the State of Delaware, Setting forth an amendment to the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), and further amending any and all prior Amendments, and further declaring this amendment be advisable, and directing that the resolution be submitted to the stockholders of the Corporation for their consideration and approval. The majority of Stockholders of the Corporation Thereafter, duly approved said proposed amendment in accordance with Sections 228 and 242 of the General Laws of the State of Delaware. The resolution setting forth the amendment as follows:

RESOLVED: That the Certificate of Incorporation of this Corporation be amended by deleting Article FOURTH of the Certificate of Incorporation, and any and all Amendments thereto, in its entirety, and replace the same with the following new Article FOURTH, so that the amended Article Fourth shall be and shall read as follows:

“The total number of shares of stock which the corporation shall have authority to issue is One Hundred Million (100,000,000), with a breakdown as follows: Ninety Five Million (95,000,000) Shares of Common Stock with a Par value of $0.01 per share and Five Million (5,000,000) Shares of Preferred Stock, with a par Value of $0.01 per share.”

In witness whereof, American Doctors Online, Inc., has caused this certificate to be signed by its President, this 20^th day of June, 2013.

EX-3.4

Exhibit 3.4

 

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF INCORPORATION

OF

AMERICAN DOCTORS ONLINE, INC.

Pursuant to Section 242

of the General Corporation Law of the State of Delaware

American Doctors Online, Inc. (hereinafter called the "Corporation"), organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

By written consent of the Board of Directors of the Corporation, resolutions were duly adopted, pursuant to Sections 141(f) and 242 of the General Corporation Law of the State of Delaware, setting forth an amendment to the Certificate of Incorporation of the Corporation (the "Certificate of Incorporation") declaring said amendment to be advisable, and directing that the resolution be submitted to the stockholders of the Corporation for their consideration and approval. The stockholders of the Corporation thereafter duly approved said proposed amendment in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware. The resolution setting forth the amendment is as follows:

RESOLVED: That the Certificate of Incorporation of this Corporation be amended by deleting Article FOURTH of the Certificate of Incorporation in its entirety and replacing it with a new Article FOURTH, so that, as amended said Article shall be and read as follows:

“The total number of shares of stock which the corporation shall have authority to issue is One Hundred Fifteen Million (115,000,000), with a breakdown as follows: One Hundred Million (100,000,000) Shares of Common Stock with a Par Value of $0.01 per share and Fifteen Million (15,000,000) Shares of Preferred Stock, with a Par Value of $0.01 per share.”

IN WITNESS WHEREOF, American Doctors Online, Inc. has caused this certificate to be signed by its Chief Executive Officer this 19^th day of November, 2013.

EX-3.5

Exhibit 3.5

AMERICAN DOCTORS ONLINE, INC.

* * * * *

AMENDED AND RESTATED

BY-LAWS

* * * * *

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. All meetings of stockholders may be held at such place, either within or without the State of Delaware, as determined by the board of directors or the chief executive officer, or if not so designated, at the registered office of the corporation. The board of directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication.

Section 2. Annual Meeting. Annual meetings of stockholders shall be held on the First day of May in each year if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 a.m., or at such other date and time as shall be designated from time to time by the board of directors or the chief executive officer, at which meeting the stockholders shall elect by a plurality vote a board of directors and shall transact such other business as may properly be brought before the meeting. If no annual meeting is held in accordance with the foregoing provision, the board of directors shall cause the meeting to be held as soon thereafter as convenient, which meeting shall be designated a special meeting in lieu of annual meeting.

Section 3. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, may, unless otherwise prescribed by statute or by the certificate of incorporation, be called by the board of directors or the chief executive officer or secretary at the request in writing of a majority of the board of directors, or at the request in writing of holders of a majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

Section 4. Notice of Meetings. Except as otherwise provided by law, written notice of each meeting of stockholders, annual or special, stating the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less that ten or more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 5. Voting List. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing contained in this Section shall require the corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 6. Quorum. Holders of a majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute, the certificate of incorporation or these by-laws.

Section 7. Adjournments. Any meeting of stockholders may be adjourned from time to time to any other time and to any other place, if any, at which a meeting of stockholders may be held under these by-laws, which time and place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting shall be announced at the meeting, by holders of a majority of the shares of the capital stock of the corporation, issued and outstanding and entitled to vote thereat, present in person or by proxy, though less than a quorum, or, if no stockholder is present or represented by proxy, by any officer entitled to preside at or to act as secretary of such meeting, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8. Action at Meetings. When a quorum is present at any meeting, the vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on the question shall decide any question brought before such meeting, unless the question is one upon which by express provision of law, the certificate of incorporation or these by-laws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 9. Voting and Proxies. Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote for each share of capital stock having voting power held of record by such stockholder. Each stockholder entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

Section 10. Action Without Meeting. Any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (A) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (B) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in this State, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation's registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the board of directors of the corporation.

Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Section 11. Action Held by Remote Communication. If authorized by the board of directors in its sole discretion, and subject to such guidelines and procedures as the board of directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication: (A) participate in a meeting of stockholders; and (B) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) the corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.

ARTICLE II

DIRECTORS

Section 1. Number, Election, Tenure and Qualification. The number of directors which shall constitute the whole board shall be not less than one. Within such limit, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting or at any special meeting of stockholders. The directors shall be elected at the annual meeting or at any special meeting of the stockholders, except as provided in Section 3 of this Article, and each director elected shall hold office until his successor is elected and qualified, unless sooner displaced. Directors need not be stockholders.

Section 2. Enlargement. Unless otherwise specified in the Certificate of Incorporation or in any other agreement entered into by the holders of a majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote for the election of any director at the time of such agreement, the number of directors comprising the board of directors may be increased at any time by vote of the holders of a majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote for the election of any director.

Section 3. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. In the event of a vacancy in the board of directors, the remaining directors, except as otherwise provided by law or these by-laws, may exercise the powers of the full board until the vacancy is filled.

Section 4. Resignation and Removal. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation at its principal place of business or to the chief executive officer or secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, unless otherwise specified by law or the certificate of incorporation.

Section 5. General Powers. The business and affairs of the corporation shall be managed by its board of directors, which may exercise all powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

Section 6. Chairman of the Board. If the board of directors appoints a chairman of the board, he shall, when present, preside at all meetings of the stockholders and the board of directors. He shall perform such duties and possess such powers as are customarily vested in the office of the chairman of the board or as may be vested in him by the board of directors.

Section 7. Place of Meetings. The board of directors may hold meetings, both regular and special, either within or without the State of Delaware.

Section 8. Regular Meetings. Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board; provided that any director who is absent when such a determination is made shall be given prompt notice of such determination. A regular meeting of the board of directors may be held without notice immediately after and at the same place as the annual meeting of stockholders.

Section 9. Special Meetings. Special meetings of the board may be called by the chief executive officer, secretary, or on the written request of a majority of the directors, or by one director in the event that there is only one director in office. Two days' notice to each director, either personally or by telegram, cable, telecopy, commercial delivery service, telex or similar means sent to his business or home address, or three days' notice by written notice deposited in the mail, shall be given to each director by the secretary or by the officer or one of the directors calling the meeting. A notice or waiver of notice or any waiver by electronic transmission of a meeting of the board of directors need not specify the purposes of the meeting.

Section 10. Quorum, Action at Meeting, Adjournments. At all meetings of the board a majority of directors then in office, but in no event less than one third of the entire board, shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by law or by the certificate of incorporation. For purposes of this section the term "entire board" shall mean the number of directors last fixed by the stockholders or directors, as the case may be, in accordance with law and these by-laws; provided, however, that if less than all the number so fixed of directors were elected, the "entire board" shall mean the greatest number of directors so elected to hold office at any one time pursuant to such authorization. If a quorum shall not be present at any meeting of the board of directors, a majority of the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If, and at such times as, the certificate of incorporation provides that directors elected by holders of a class or series of stock shall have more or less than 1 vote per director on any matter, every reference in these by-laws to a majority or other proportion of directors shall refer to a majority or other proportion of the votes of such directors.

Section 11. Action by Consent. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 12. Telephonic Meetings. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors or of any committee thereof may participate in a meeting of the board of directors or of any committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 13. Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, any decision regarding the hiring, termination of employment or material change in the responsibilities of any executive officer, or amending the by-laws of the corporation; and, unless the resolution designating such committee or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and make such reports to the board of directors as the board of directors may request. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these by-laws for the conduct of its business by the board of directors.

Section 14. Compensation. Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix from time to time the compensation of directors. The directors may be paid their expenses, if any, of attendance of each meeting of the board of directors and the performance of their responsibilities as directors and may be paid a fixed sum for attendance at each meeting of the board of directors and/or a stated salary as director. No such payment shall preclude any director from serving the corporation or its parent or subsidiary corporations in any other capacity and receiving compensation therefor. The board of directors may also allow compensation for members of special or standing committees for service on such committees.

ARTICLE III

OFFICERS

Section 1. Enumeration. The officers of the corporation shall be chosen by the board of directors and shall be a president, a secretary and a treasurer and such other officers with such titles, terms of office and duties as the board of directors may from time to time determine, including a chairman of the board, one or more vice-presidents, and one or more assistant secretaries and assistant treasurers. If authorized by resolution of the board of directors, the chief executive officer may be empowered to appoint from time to time assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2. Election. The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, a secretary and a treasurer. Other officers may be appointed by the board of directors at such meeting, at any other meeting, or by written consent.

Section 3. Tenure. Each officer of the corporation shall hold office until his successor is chosen and qualifies, unless a different term is specified in the vote choosing or appointing him, or until his earlier death, resignation or removal. Any officer elected or appointed by the board of directors or by the chief executive officer may be removed at any time by the affirmative vote of a majority of the board of directors or a committee duly authorized to do so, except that any officer appointed by the chief executive officer may also be removed at any time by the chief executive officer. Any vacancy occurring in any office of the corporation may be filled by the board of directors, at its discretion. Any officer may resign by delivering his written resignation to the corporation at its principal place of business or to the chief executive officer or the secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Section 4. President. The president shall be the chief operating officer of the corporation. He shall also be the chief executive officer unless the board of directors otherwise provides. The president shall, unless the board of directors provides otherwise in a specific instance or generally, preside at all meetings of the stockholders and the board of directors, have general and active management of the business of the corporation and see that all orders and resolutions of the board of directors are carried into effect. The president shall execute bonds, mortgages, and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

Section 5. Vice-Presidents. In the absence of the president or in the event of his inability or refusal to act, the vice-president, or if there be more than one vice-president, the vice-presidents in the order designated by the board of directors or the chief executive officer (or in the absence of any designation, then in the order determined by their tenure in office) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the board of directors or the chief executive officer may from time to time prescribe.

Section 6. Secretary. The secretary shall have such powers and perform such duties as are incident to the office of secretary. He shall maintain a stock ledger and prepare lists of stockholders and their addresses as required and shall be the custodian of corporate records. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be from time to time prescribed by the board of directors or chief executive officer, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 7. Assistant Secretaries. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, the chief executive officer or the secretary (or if there be no such determination, then in the order determined by their tenure in office), shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the chief executive officer or the secretary may from time to time prescribe. In the absence of the secretary or any assistant secretary at any meeting of stockholders or directors, the person presiding at the meeting shall designate a temporary or acting secretary to keep a record of the meeting.

Section 8. Treasurer. The treasurer shall perform such duties and shall have such powers as may be assigned to him by the board of directors or the chief executive officer. In addition, the treasurer shall perform such duties and have such powers as are incident to the office of treasurer. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors, taking proper vouchers for such disbursements, and shall render to the chief executive officer and the board of directors, when the chief executive officer or board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 9. Assistant Treasurers. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, the chief executive officer or the treasurer (or if there be no such determination, then in the order determined by their tenure in office), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors, the chief executive officer or the treasurer may from time to time prescribe.

Section 10. Bond. If required by the board of directors, any officer shall give the corporation a bond in such sum and with such surety or sureties and upon such terms and conditions as shall be satisfactory to the board of directors, including without limitation a bond for the faithful performance of the duties of his office and for the restoration to the corporation of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control and belonging to the corporation.

ARTICLE IV

NOTICES

Section 1. Delivery. Whenever, under the provisions of law, or of the certificate of incorporation or these by-laws, written notice is required to be given to any director or stockholder, such notice may be given by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Unless written notice by mail is required by law, written notice may also be given by telegram, cable, telecopy, commercial delivery service, telex or similar means, addressed to such director or stockholder at his address as it appears on the records of the corporation, in which case such notice shall be deemed to be given when delivered into the control of the persons charged with effecting such transmission, the transmission charge to be paid by the corporation or the person sending such notice and not by the addressee. Oral notice or other in-hand delivery (in person or by telephone) shall be deemed given at the time it is actually given.

Section 2. Waiver of Notice. Whenever any notice is required to be given under the provisions of law or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

Section 3. Electronic Notice.

(a) Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any provision of law, the certificate of incorporation, or the bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if (1) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent and (2) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

(b) Notice given pursuant to subsection (a) of this section shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the stockholder. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

(c) For purposes of this chapter, "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

ARTICLE V

INDEMNIFICATION

Section 1. Actions other than by or in the Right of the Corporation. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe this conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he 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 reasonable cause to believe that his conduct was unlawful.

Section 2. Actions by or in the Right of the Corporation. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Section 3. Success on the Merits. To the extent that any person described in Section 1 or 2 of this Article V has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in said Sections, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

Section 4. Specific Authorization. Any indemnification under Section 1 or 2 of this Article V (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of any person described in said Sections is proper in the circumstances because he has met the applicable standard of conduct set forth in said Sections. Such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders of the corporation.

Section 5. Advance Payment. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of any person described in said Section to repay such amount if it shall ultimately be determined that he is not entitled to indemnification by the corporation as authorized in this Article V.

Section 6. Non-Exclusivity. The indemnification and advancement of expenses provided by, or granted pursuant to, the other Sections of this Article V shall not be deemed exclusive of any other rights to which those provided indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 7. Insurance. The board of directors may authorize, by a vote of the majority of the full board, the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article V.

Section 8. Continuation of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 9. Severability. If any word, clause or provision of this Article V or any award made hereunder shall for any reason be determined to be invalid, the provisions hereof shall not otherwise be affected thereby but shall remain in full force and effect.

Section 10. Intent of Article. The intent of this Article V is to provide for indemnification and advancement of expenses to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware. To the extent that such Section or any successor section may be amended or supplemented from time to time, this Article V shall be amended automatically and construed so as to permit indemnification and advancement of expenses to the fullest extent from time to time permitted by law.

ARTICLE VI

CAPITAL STOCK

Section 1. Certificates of Stock. Every holder of stock in the corporation shall be entitled to have a certificate, signed by or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. Certificates may be issued for partly paid shares and in such case upon the face or back of the certificates issued to represent any such partly paid shares, the total amount of the consideration to be paid therefor, and the amount paid thereon shall be specified.

Section 2. Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give reasonable evidence of such loss, theft or destruction, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate.

Section 3. Transfer of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares, duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and proper evidence of compliance with other conditions to rightful transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 4. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty days nor less then ten days before the date of such meeting, nor more than sixty days prior to any other action to which such record date relates. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is necessary, shall be the day on which the first written consent is expressed. The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating to such purpose.

Section 5. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

CERTAIN TRANSACTIONS

Section 1. Transactions with Interested Parties. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction or solely because his or their votes are counted for such purpose, if:

(a) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors of the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(b) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(c) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

Section 2. Quorum. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

ARTICLE VIII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, if any, may be declared by the board of directors at any regular or special meeting or by written consent, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2. Reserves. The directors may set apart out of any funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

Section 3. Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

Section 4. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 5. Seal. The board of directors may, by resolution, adopt a corporate seal. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the word "Delaware". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. The seal may be altered from time to time by the board of directors.

ARTICLE IX

AMENDMENTS

These by-laws may be altered, amended or repealed or new by-laws may be adopted by vote of the holders of a majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote thereon, or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors provided, however, that in the case of a regular or special meeting of stockholders, notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such meeting.

Register of Amendments to the By-laws

Date             Section Affected           Change

EX-4.1

Exhibit 4.1

 

CERTIFICATION OF DESIGNATION

OF

AMERICAN DOCTORS ONLINE, INC.

Pursuant to Section 151(g) of the

Delaware General Corporation Law

______________________________________

SERIES A CONVERTIBLE PREFERRED STOCK

On behalf of American Doctors Online, Inc., a Delaware corporation (the “Corporation”), the undersigned hereby certifies that the following resolution has been duly adopted by the board of directors of the Corporation (the “Board”):

RESOLVED, that, pursuant to the authority granted to and vested in the Board by the provisions of the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), there hereby is created, out of the five million (5,000,000) shares of preferred stock, par value $.01 per share, of the Corporation authorized by Article Fourth of the Certificate of Incorporation (“Preferred Stock”), Series A Convertible Preferred Stock, consisting of three million five hundred thousand (3,500,000) shares, which series shall have the following powers, designations, preferences and relative participating, optional and other special rights, and the following qualifications, limitations and restrictions:

The specific powers, preferences, rights and limitations of the Series A Convertible Preferred Stock are as follows:

1.Designation; Rank. This series of Preferred Stock shall be designated and known as “Series A Convertible Preferred Stock.” The number of shares constituting the Series A Convertible Preferred Stock shall be three million five hundred thousand (3,500,000) shares. Except as otherwise provided herein, the Series A Convertible Preferred Stock shall, with respect to rights on liquidation, winding up and dissolution, rank pari passu to the common stock, par value $0.01 per share (the “Common Stock”).

2.Dividends. The holders of shares of Series A Convertible Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose.

3.Liquidation Preference.

(a)In the event of any dissolution, liquidation or winding up of the Corporation (a “Liquidation”), whether voluntary or involuntary, the Holders of Series A Convertible Preferred Stock shall be entitled to participate in any distribution out of the assets of the Corporation on an equal basis per share with the holders of the Common Stock.

(b)A sale of all or substantially all of the Corporation’s assets or an acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, a reorganization, consolidated or merger) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Corporation (a “Change in Control Event”), shall not be deemed to be a Liquidation for purposes of this Designation.

4.Optional Conversion of Series A Convertible Preferred Stock. The Holder of Series A Convertible Preferred Stock shall have conversion rights as follows:

(a)Conversion Right. Each share of Series A Convertible Preferred Stock shall be convertible at the option of the Holder thereof and without the payment of additional consideration by the Holder thereof, at any time, into shares of Common Stock on the Optional Conversion Date (as hereinafter defined) at a conversion rate of two (2) shares of Common Stock (the “Conversion Rate”) for every one (1) share of Series A Convertible Preferred Stock, subject to adjustment as provided in Section 4 of this Designation.

(b)Mechanics of Optional Conversion. To effect the optional conversion of shares of Series A Convertible Preferred Stock in accordance with Section 4(a) of this Designation, any Holder of record shall make a written demand for such conversion (for purposes of this Designation, a “Conversion Demand”) upon the Corporation at its principal executive offices setting forth therein (i) the certificate or certificates representing such shares, and (ii) the proposed date of such conversion, which shall be a business day not less than fifteen (15) nor more than thirty (30) days after the date of such Conversion Demand (for purposes of this Designation, the “Optional Conversion Date”). Within five days of receipt of the Conversion Demand, the Corporation shall give written notice (for purposes of this Designation, a “Conversion Notice”) to the Holder setting forth therein (i) the address of the place or places at which the certificate or certificates representing any shares not yet tendered are to be converted are to be surrendered; and (ii) whether the certificate or certificates to be surrendered are required to be endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and, if so, the form of such endorsement or power or other instrument of assignment. The Conversion Notice shall be sent by first class mail, postage prepaid, to such Holder at such Holder’s address as may be set forth in the Conversion Demand or, if not set forth therein, as it appears on the records of the stock transfer agent for the Series A Convertible Preferred Stock, if any, or, if none, of the Corporation. On or before the Optional Conversion Date, each Holder of the Series A Convertible Preferred Stock so to be converted shall surrender the certificate or certificates representing such shares, duly endorsed for transfer or accompanied by a duly executed stock power or other instrument of assignment, if the Conversion Notice so provides, to the Corporation at any place set forth in such notice or, if no such place is so set forth, at the principal executive offices of the Corporation. As soon as practicable after the Optional Conversion Date and the surrender of the certificate or certificates representing such shares, the Corporation shall issue and deliver to such Holder, or its nominee, at such Holder’s address as it appears on the records of the stock transfer agent for the Series A Convertible Preferred Stock, if any, or, if none, of the Corporation, a certificate or certificates for the number of whole shares of Common Stock issuable upon such conversion in accordance with the provisions hereof.

(c)No Fractional Shares. No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Series A Convertible Preferred Stock. In lieu of any fractional share to which the Holder would be entitled but for the provisions of this Section 4(c) based on the number of shares of Series A Convertible Preferred Stock held by such Holder, the Corporation shall issue a number of shares to such Holder rounded up to the nearest whole number of shares of Common Stock. No cash shall be paid to any Holder of Series A Convertible Preferred Stock by the Corporation upon conversion of Series A Preferred Convertible Stock by such Holder.

(d)Reservation of Stock. The Corporation shall at all times when any shares of Series A Preferred Convertible Stock shall be outstanding, reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A Convertible Preferred Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all outstanding shares of the Series A Convertible Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

(e)Stock Dividends, Splits, Combinations and Reclassifications. If the Corporation shall (i) declare a dividend or other distribution payable in securities, (ii) split its outstanding shares of Common Stock into a larger number, (iii) combine its outstanding shares of Common Stock into a smaller number, or (iv) increase or decrease the number of shares of its capital stock in a reclassification of the Common Stock including any such reclassification in connection with a merger, consolidation or other business combination in which the Corporation is the continuing entity (any such corporate event, an “Event”), then in each instance the Conversion Rate shall be adjusted such that the number of shares issued upon conversion of one share of Series A Convertible Preferred Stock will equal the number of shares of Common Stock that would otherwise be issued but for such Event.

(f)Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Rate pursuant to Section 4 of this Designation, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and cause its principal financial officer to verify such computation and prepare and furnish to each Holder of Series A Convertible Preferred Stock a certificate setting forth such adjustment or readjustment and setting forth in reasonable detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any Holder of Series A Convertible Preferred Stock, furnish or cause to be furnished to such Holder a like certificate setting forth: (i) such adjustments and readjustments; (ii) the Conversion Rate in effect at such time for the Series A Convertible Preferred Stock; and (iii) the number of shares of Common Stock and the amount, if any, of other property that at such time would be received upon the conversion of the Series A Convertible Preferred Stock.

(g)Issue Taxes. The converting Holder shall pay any and all issue and other non-income taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of shares of Series A Convertible Preferred Stock.

5.Voting. The holders of Series A Convertible Preferred Stock shall have the right to cast fifteen (15) votes for each share held of record on all matters submitted to a vote of holders of the Corporation’s common stock, including the election of directors, and all other matters as required by law. There is no right to cumulative voting in the election of directors. The holders of Series A Convertible Preferred Stock shall vote together with all other classes and series of common stock of the Corporation as a single class on all actions to be taken by the common stock holders of the Corporation except to the extent that voting as a separate class or series is required by law.

IN WITNESS WHEREOF the undersigned has signed this Designation this 18^th day of October 2013.

 

EX-4.2

Exhibit 4.2

 AMERICAN DOCTORS ONLINE, INC.

2007 STOCK OPTION/STOCK ISSUANCE PLAN

1.Purpose; Awards Permitted.

The Plan is intended to promote the interests of American Doctors Online, Inc. (the "Company") by giving incentives to the eligible officers and other employees and directors of and consultants and advisors to the Company and its Related Corporations, through providing opportunities to acquire stock in the Company. Certain capitalized terms have the meanings given them in Section 16 of the Plan.

The Plan permits the grants of Options to purchase shares of Common Stock, either ISOs or Non-Qualified Options; and awards of Restricted Stock. The Board shall have the right to grant other Awards based upon the Common Stock having such terms and conditions as the Board may determine, including, without limitation, the grant of shares based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights, phantom stock awards or stock units.

2.Stock AVAILABLE FOR AWARDS.

The stock subject to Awards shall be authorized but unissued shares of that class of common stock of the Company having the greatest aggregate value of common stock issued and outstanding of the Company, or common stock with substantially similar rights to stock of such class (disregarding any difference in voting rights) ("Common Stock"), or shares of Common Stock reacquired by the Company in any manner. The aggregate number of shares which may be issued under the Plan is 1,500,000, subject to adjustment as provided in Section 12. If any Option granted under the Plan shall expire or terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part, or if the Company shall reacquire any Unvested shares issued pursuant to Awards, the unpurchased shares subject to such Option, or such Unvested shares so reacquired shall again be available for grants of Awards under the Plan.

3.Administration.

(a)Administration by Board of Directors or Committee.

(i)Multiple Administrative Bodies. The Plan will be administered by the Board; provided, if permitted by Rule 16b-3, as in effect at the time that discretion is being exercised with respect to the Plan, and by the legal requirements of the Applicable Laws relating to the administration of stock plans such as the Plan, if any, the Plan may (but need not) be administered by different administrative bodies with respect to (A) Directors who are not employees, (B) Directors who are employees, (C) Officers who are not Directors, (D) Officers who are not employees and (E) employees who are neither Directors nor Officers. All references in the Plan to the "Board" shall mean such administrative body.

(ii)Section 162(m). To the extent that the Board determines it to be desirable to qualify Options granted hereunder as "performance-based compensation" within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more "outside directors" within the meaning of Section 162(m) of the Code.

(iii)Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3.

(iv)Other Administration. Other than as provided above, the Plan shall be administered by (A) the Board or (B) a Committee, which committee shall be constituted to satisfy Applicable Laws.

(v)Decisions Final. All decisions by the Board shall be final and binding and conclusive on all interested persons. Neither the Company nor any member of the Board shall be liable for any action or determination relating to the Plan.

(b)Express Grants of Authority.

Without limiting the power of the Board hereunder, the Board shall expressly have the authority:

(i)to grant and amend Awards, to adopt, amend and repeal rules relating to the Plan and to interpret and correct the provisions of the Plan and any Award;

(ii)to determine the Fair Market Value;

(iii)to amend the terms of any and all outstanding Options to provide an Exercise Price per share which is higher or lower than the then-current Exercise Price per share of such outstanding Options;

(iv)to accelerate the date or dates on which all or any particular Option or Options granted under the Plan may be exercised;

(v)to extend the dates during which all, or any particular, Option or Options granted under the Plan may be exercised;

(vi)to provide that any Restricted Stock shall be free of some or all restrictions;

(vii)to provide that any other stock-based Awards may become exercisable in full or in part or free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be;

(viii)in the event of the acceleration of the exercisability of one or more outstanding Options, to provide, as a condition of full exercisability of any or all such Options, that the Common Stock or other substituted consideration, including cash, as to which exercisability has been accelerated shall be restricted stock subject to forfeiture and return to the Company at the option of the Company at the cost thereof upon termination of employment or other relationship, with the timing and other terms of the vesting of such restricted stock or other consideration being equivalent to the timing and other terms of the superseded exercise schedule of the related Option;

(ix)to determine whether or not a Recipient has a Business Relationship with the Company, or whether it has been terminated, and when such termination occurs, which determination shall be made by the Board in its sole discretion (it being understood that the Board may, but need not, take into account the provisions of Regulation 1.409A-1(h)), and shall not be subject to challenge or review by the Recipient for any reason. Without limiting the foregoing, such determination may be made prospectively (i.e. in connection with proposed termination of the Recipient's Business Relationship) even if at the time of such determination such Recipient continues to assert the right to, or has some continuing relationship with the Company. Further, if the Recipient is at such time a member of the Board, the Recipient shall not participate in such determination, and the determination of the remaining members of the Board, even if not a quorum, shall be binding;

(x)to take any action under this Plan on a case-by case basis, on the same basis or on different bases (treating differently each tranche, Award or individual or group or combination thereof) as the Board may determine;

(xi)to make any adjustments or other decision under Section 12 of the Plan (or otherwise), whose determination as to what adjustments or decisions, if any, will be made and the extent thereof shall be final, binding and conclusive;

The Board may do any of the foregoing at any time and from time to time, despite the fact that the foregoing actions may (x) cause the application of Sections 280G and 4999 of the Code if a change in control of the Company occurs, or (y) disqualify all or part of the Option as an Incentive Stock Option, or (z) cause the application of Section 409A of the Code. In addition, the Board may with the consent of the affected Recipient cause the cancellation of any or all outstanding Options and the grant in substitution therefor of new Options covering the same or different shares of Common Stock and having an Exercise Price per share which may be lower or higher than the Exercise Price per share of the canceled Options. The Board may do any of the foregoing at any time and from time to time, after consideration of such factors as the Board considers relevant (which may include any financial accounting consequences to the Company, e.g., under APB Opinion No. 25 FIN 44, FAS 123R or similar types of accounting requirements and guidance affecting the proper administration of the Plan).

(c)Non-U.S. Recipients.

Notwithstanding anything in the Plan to the contrary, with respect to any Recipient who is resident outside of the United States, the Board may, in its sole discretion, amend the terms of the Plan in order to conform such terms with the requirements of local law or to meet the objectives of the Plan. The Board may, where appropriate, establish one or more sub-plans for this purpose.

4.Eligible RECIPIENTs.

ISOs may be granted to any employee of the Company or of any Related Corporation. No person who is not such an employee may be granted an ISO. Non-Qualified Options and Restricted Stock may be granted to any employee, officer or director of, or consultant or advisor to the Company or any Related Corporation. The granting of any Award to any person shall neither entitle that person to, nor disqualify that person from, participation in any other grant of Awards.

5.Recipient Agreements.

As a condition to the grant of an Award, each recipient of an Award shall execute a Recipient Agreement in such form not inconsistent with the Plan as the Board shall approve. In addition, the Recipients of Restricted Stock shall pay to the Company the applicable Original Issue Price for each share acquired. Recipient Agreements may differ among Recipients. The Board may, in its sole discretion, include provisions in Recipient Agreements not inconsistent with any provision of the Plan, including without limitation the effect of the termination of the Recipient's employment or other relationship with the Company or a Related Corporation or the death or disability of the Recipient on the period during which an Option can be exercised; restrictions on transfer; repurchase rights; commitments to pay cash bonuses, to make, arrange for or guarantee loans or to transfer other property to recipients upon exercise of Options; a requirement that a Recipient must execute a stockholder agreement or other undertaking relating to shares received upon exercise of an Option; or such other provisions as shall be determined by the Board.

6.Option Exercise Price/ORIGINAL ISSUANCE PRICE OF RESTRICTED STOCK.

(a)Exercise/Original Issue Price.

Subject to Sections 11(b) and 6(b) of the Plan, the Exercise Price for each Option and the Original Issue Price for Restricted Stock shall be determined by the Board.

(b)Minimum Exercise Price.

The Exercise Price for each Option shall not be less than the Fair Market Value of the underlying stock on the date of grant, subject to additional restrictions set forth in Section 11(b) in the case of ISOs; provided, that notwithstanding the above, the Exercise Price of each Option issued to any Independent Contractor may be as low as thirty percent (30%) of the Fair Market Value on the date of grant.

(c)Minimum Original Issue Price.

The Original Issue Price for Restricted Stock shall in no event be less than the par value of the Common Stock.

(d)Default Exercise Price/Original Issue Price.

In the absence of provision in the applicable Recipient Agreement expressly addressing the Exercise Price or Original Issue Price of an Award, such Exercise Price or Original Issue Price shall be the Fair Market Value on the date of grant, or such greater minimum Exercise Price if required as set forth in Section 11(b) in the case of ISOs.

7.Option EXERCISE Period.

(a)Exercise Period.

Each Option and all rights thereunder shall expire on the Expiration Date set forth in the applicable Recipient Agreement, subject to earlier termination upon the conditions set forth in the applicable Recipient Agreement (or if not so set forth, as specified in this Section 7).

(b)Default Exercise Period.

In the absence of a provision in the applicable Recipient Agreement expressly addressing the term of any Option, except as otherwise provided in Section 11(d), the Option shall be for a term of ten (10) years from the date of grant (subject to earlier termination under the conditions specified in this Section).

(c)Default Post-Termination Exercise Period.

In the absence of a provision in the applicable Recipient Agreement expressly addressing the post-employment exercise rights of any Option, the Option (whether ISO or Non-Qualified) shall terminate, prior to the Expiration Date, under the following conditions:

(i)The Option may be exercised within the period of three (3) months after the date the Recipient ceases to be an employee or have a Business Relationship with the Company, as applicable in accordance with the conditions to vesting specified in Section 8(b) but not thereafter.

(ii)If the Recipient dies while in the employ of the Company or a Related Corporation, or within three (3) months after the Recipient ceases to be such an employee of the Company or a Related Corporation, the Option may be exercised by the person to whom it is transferred by will or the laws of descent and distribution within the period of one (1) year after the date of death (or within such lesser period as may be specified in the Recipient Agreement) but not thereafter.

(iii)If the Recipient becomes disabled (within the meaning of Section 22(e)(3) of the Code) while in the employ of the Company or a Related Corporation, the Option may be exercised within the period of one (1) year after the date the Recipient’s employment ceases because of such disability (or within such lesser period as may be specified in the Recipient Agreement) but not thereafter.

8.VESTING; Repurchase of Restricted Stock.

(a)Vesting.

Recipient Agreements for Awards may provide that such Awards are subject to vesting, setting forth dates and amounts of Vested shares as of each date under the Award. All shares under an Award that are not Vested shares are "Unvested" shares. For the purpose of the foregoing, "Vested" shares of an unexercised option refers to those shares with respect to which the optionee has the right, at such time to exercise the Option and acquire such shares; "Unvested" shares of an unexercised option refers to the remaining shares subject to such Option; "Vested" and "Unvested" shares of Restricted Stock refer to shares which are subject to potentially differing treatment upon exercise of the repurchase right specified in Section 8(e).

(b)Default Conditions for Vesting.

In the absence of a provision in the applicable Recipient Agreement expressly specifying the conditions for vesting, if the Award is (i) an ISO, then the continuation of vesting shall be conditional upon the Recipient remaining an employee of the Company or a Related Corporation through any applicable date, and (ii) in the case of all other Awards, if the Recipient is in a Business Relationship with the Company or any Related Corporation on the grant date, then vesting shall be conditional on the Recipient continuing to be in a Business Relationship with the Company or any Related Corporation through any applicable date.

(c)Default Time Period for Vesting.

In the absence of provision in the applicable Recipient Agreement expressly addressing vesting of an Award, the Award shall Vest annually on the anniversary of the grant date in equal installments over a period of three (3) years from the grant date, subject to continuous satisfaction of the vesting requirement specified in the Recipient Agreement (or in Section8(b) if not so specified).

(d)Exercise of Vested Options.

Except as otherwise provided in the Recipient Agreement, an Option may be exercised by the Recipient, in whole or in part, with respect to all Vested shares at any time prior to the Expiration Date or the earlier termination of the Option, upon compliance with the condition to exercise in Section 9.

(e)Repurchase Right for Restricted Stock.

Except as otherwise specified in the Recipient Agreement, upon the termination for any reason of the Business Relationship of a Recipient of Restricted Stock, the Company, at its sole election, may repurchase and Recipient shall be obligated to sell, (i) all of the Unvested shares at the Original Issue Price, and (ii) all of the Vested shares at the Fair Market Value as of the effective date of termination of the Business Relationship. Except as otherwise specified in the Recipient Agreement, if the Company elects to exercise its repurchase option set forth in this Section 8(e), it shall give Recipient a written notice within sixty (60) days after termination of the Business Relationship, specifying the number of Unvested shares and the number of Vested shares that the Company elects to purchase. The notice shall also specify a date for the closing hereunder, which date shall be not more than thirty (30) calendar days after the giving of such notice. The closing shall take place at the Company’s principal offices or such other location as the Company may reasonably designate in such notice. At the closing, Recipient shall deliver to the Company the certificate or certificates representing the Unvested shares and the Vested shares being purchased against the simultaneous delivery of the purchase price by the Company. The Company may pay such purchase price in eight (8) equal quarterly payments bearing interest payable not less than annually at no less than 100% of the lowest applicable Federal rate, as defined in Section 1274(d) of the Code, with the first payment to be made at the closing of the purchase and sale of shares, and each subsequent payment to be made in three-month intervals. The Company’s purchase rights are assignable by the Company it its sole discretion.

9.EXERCISE OF OPTIONS; PAYMENT OF EXERCISE PRICE AND ORIGINAL ISSUE PRICE

(a)Exercise of Option

Unless otherwise specified in the applicable Recipient Agreement, an Option shall be exercised by the Recipient’s delivery of written notice of exercise to the Treasurer of the Company, specifying the number of shares to be purchased and the purchase price to be paid therefor and accompanied by payment in full in accordance with this Section 9. Such exercise shall be effective upon receipt by the Treasurer of the Company of such written notice together with the required payment. The Recipient may purchase less than the number of shares covered by a Recipient Agreement, provided that no partial exercise of an Option may be for any fractional share or for fewer than one hundred (100) whole shares.

(b)Payment of Exercise Price and Original Issue Price

Payment of the Exercise Price or Original Issue Price of an Award may be by delivery of cash or a check payable to the order of the Company, and/or, to the extent (if at all) provided in the applicable Recipient Agreement by delivery of a recourse promissory note of the Recipient bearing interest payable not less often than annually at such market rate for the Recipient at the date of exercise as will avoid adverse accounting consequences (including without limitation variable security accounting treatment under generally accepted accounting principles) and otherwise payable and on such terms as are specified by the Board in its sole discretion, together with cash, a wire transfer or a check payable to the Company in an amount equal to the par value of the shares of Common Stock to be issued; or any combination of the above methods of payment.

(c)Information for ISO Recipient.

Upon a Recipient's exercise of an ISO, the Company shall provide to the Recipient the information required pursuant to Section 6039(a)(1) of the Code.

10.Nontransferability of Options.

Options shall not be assignable or transferable by the Recipient, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the life of the Recipient, shall be exercisable only by the Recipient. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, the Recipient may designate a third party who, in the event of the Recipient's death, shall thereafter be entitled to exercise this option, to the extent then exercisable.

11.Additional ISO Requirements.

ISOs granted under the Plan are subject to the additional following requirements:

(a)Designation.

The ISO shall, at the time of grant, be specifically designated as an Incentive Stock Option (or ISO) in the applicable Recipient Agreement.

(b)Exercise Price.

The Exercise Price shall not be less than 100% of the Fair Market Value at the time of grant of such ISO, or less than 110% of such Fair Market Value in the case of an ISO granted to a 10% Shareholder.

(c)$100,000 Aggregate Grant Limitation.

In no event shall the aggregate Fair Market Value (measured for each grant at the time of grant of an ISO) for which ISOs granted to any employee are exercisable for the first time by such employee during any calendar year (under all stock option plans of the Company and any Related Corporation) exceed One Hundred Thousand Dollars ($100,000). Any Option which would, but for its failure to satisfy the foregoing restriction, qualify as an ISO shall nevertheless be a valid Option, but to the extent of such failure it shall be deemed to be a Non-Qualified Option.

(d)Expiration Date.

The Expiration Date for the ISO shall not be later than ten years after the date on which the ISO is granted and, in the case of an ISO granted to a 10% Shareholder, such Expiration Date shall not be later than five years after the date on which the ISO is granted.

(e)Continuous Employment Required; Post-Termination Exercise.

No ISO may be exercised unless, at the time of such exercise, the Recipient is, and has been continuously since the date of grant of the ISO, employed by the Company or a Related Corporation, except that:

(i)An ISO may be exercised within the period of three (3) months after the date the Recipient ceases to be an employee of the Company and any Related Corporation (or within such lesser period as may be specified in the applicable Recipient Agreement).

(ii)If the Recipient dies while in the employ of the Company or a Related Corporation, or within three (3) months after the Recipient ceases to be such an employee of the Company or a Related Corporation, the ISO may be exercised by the person to whom it is transferred by will or the laws of descent and distribution within the period of one (1) year after the date of death (or within such lesser period as may be specified in the Recipient Agreement).

(iii)If the Recipient becomes disabled (within the meaning of Section 22(e)(3) of the Code) while in the employ of the Company or a Related Corporation, the ISO may be exercised within the period of one (1) year after the date the Recipient’s employment ceases because of such disability (or within such lesser period as may be specified in the Recipient Agreement).

Notwithstanding the foregoing provisions of this Section 11(e), no ISO may be exercised after its Expiration Date.

(f)Reclassified Options.

Any Option which would, but for its failure to satisfy the foregoing restriction, qualify as an ISO shall nevertheless be a valid Option, but to the extent of such failure it shall be deemed to be a Non-Qualified Option.

12.Adjustments; Merger, Sale Of Substantially All Assets, Reorganization, Etc.

(a)Definition of Reorganization.

"Reorganization" means a merger, consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, holding company formation or other similar transaction, or the liquidation of the Company.

(b)Continuation of Awards.

Upon the consummation of a Reorganization, the Board or the board of directors of the surviving or acquiring entity (as used in this Section 12 of the Plan, also the "Board"), may, as to outstanding Awards, make appropriate provision for the continuation of such Awards by the Company or the assumption of such Awards by the surviving or acquiring entity and by substituting on an equitable basis for the shares then subject to such Awards either (a) the consideration payable with respect to the outstanding shares of Common Stock in connection with the Reorganization, (b) shares of stock of the surviving or acquiring corporation, or (c) such other securities or other consideration as the Board deems appropriate, the Fair Market Value of which (as determined by the Board in its sole discretion) do not materially differ from the Fair Market Value of the Awards immediately preceding the Reorganization; and provided, that any new Options substituted for ISOs shall meet the requirements of Section 424(a) of the Code, and the requirements of Prop. Regulation 1.409A-(b)(5)(v)(D).

(c)Termination of Awards.

In addition to or in lieu of the foregoing, in connection with any Reorganization, with respect to outstanding Awards, the Board may, on the same basis or on different bases as the Board may specify, upon written notice to the affected recipient, provide that such Awards (to the extent then exercisable) (a) must be exercised in whole or in part within a specified number of days of the date of such notice, at the end of which period such Awards shall terminate, or (b) be terminated in exchange for a cash payment equal to the excess of the fair market value (as determined by the Board in its sole discretion) for the shares subject to such Awards over the Exercise Price thereof.

(d)Accelerated Vesting.

In addition to or in lieu of the foregoing or in connection with the foregoing, in connection with any Reorganization, with respect to outstanding unvested Awards, the Board may provide that such Awards may become fully exercisable, or any or all future unvested portions of such Award become exercisable, or any combination of the foregoing; but may also provide as a condition of exercisability or any or all such Awards, that the Common Stock as to which exercisability has been accelerated shall be Restricted Stock subject to forfeiture and repurchase at the option of the Company at the cost thereof upon termination of employment or other relationship, with the timing and other terms of the vesting of such Restricted Stock being equivalent to the timing and other terms of the superseded exercise schedule of the related Award.

(e)Continuation of Repurchase Rights.

Unless otherwise determined by the Board, any repurchase rights or other rights of the Company that relate to any Awards shall continue to apply to consideration, including cash, that has been substituted, assumed or amended for Awards pursuant to this Section 12 of the Plan. The Company may hold in escrow all or any portion of any such consideration in order to effectuate any continuing restrictions.

(f)Substitution of Securities.

Unless otherwise provided by the Board consistent with its powers under this Section 12 of the Plan, if, through or as a result of any Reorganization, (i) the outstanding shares of Common Stock are increased, decreased or exchanged for a different number or kind of shares or other securities of the Company or a corporation or other entity controlled by or controlling the Company, or (ii) additional shares or new or different shares or other securities of the Company or other non-cash property is distributed with respect to such shares of Common Stock or other securities, an appropriate and proportionate adjustment shall be made in (a) the maximum number and kind of shares reserved for issuance under the Plan, (b) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, and (c) the price for each share subject to any then outstanding Awards under the Plan, without changing the aggregate purchase price as to which any Options remain exercisable. No fractional shares shall be issued under the Plan on account of any adjustments set forth in this Section 12 of the Plan or otherwise.

(g)Substitution of Awards.

The Company may grant Awards under the Plan in substitution for Options or other Awards held by employees of another corporation who become employees of the Company or a Related Corporation as the result of a Reorganization. The Company may direct that substitute Awards be granted on such terms and conditions as the Board considers appropriate in the circumstances; provided, however, that any Options substituted for ISOs shall meet the requirements of Section 424(a) of the Code to the extent practicable.

13.RELATIONSHIP OF RECIPIENTS

(a)No Rights as Shareholder.

The holder of an Option shall have no rights as a shareholder with respect to any shares covered by the Option (including, without limitation, any voting rights, or any rights to receive dividends or non-cash distributions with respect to such shares) until the date of issue of a stock certificate for such shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.

(b)No Rights to Employment.

Nothing contained in the Plan or in any Recipient Agreement or other agreement or instrument executed pursuant to the provisions of the Plan shall confer upon any Recipient any right with respect to the continuation of his or her employment by or Business Relationship with the Company or any Related Corporation or interfere in any way with the right of the Company or a Related Corporation at any time to terminate such employment or Business Relationship to increase or decrease the compensation of the Recipient.

(c)No Rights Under Other Plans.

Except as to plans which by their terms include such amounts as compensation, no amount of compensation deemed to be received by an employee as a result of any Award will constitute compensation with respect to which any other employee benefits of such employee are determined, including, without limitation, benefits under any bonus, pension, profit-sharing, life insurance or salary continuation plan, except as otherwise specifically determined by the Board.

14.Compliance With Securities Laws.

(a)Rule 701 Compliance.

Unless in the opinion of counsel to the Company the issuance of securities under this Plan is exempt from the requirements of Rule 701, the Company must:

(i)deliver to each Recipient a copy of this Plan and the Recipient Agreement for each Award and

(ii)(b) if the aggregate amount of Common Stock issued under the Plan (or other compensatory plans of the Company) in any consecutive 12-month period exceeds $5 million as calculated under the Rule 701 under the Securities Act, the Company shall deliver the following disclosure to each Recipient a reasonable period of time before the issuance of Common Stock to such Recipient under this Plan (including a reasonable period of time prior to the date of exercise of any Option):

(A)A summary of the material terms of the Plan;

(B)Information about the risks associated with investment in the Common Stock; and

(C)Financial statements required to be furnished under Rule 701, which must be as of a date no more than 180 days before the issuance of Common Stock.

(b)Investment Intent.

The Board may require any person to whom an Option is granted, as a condition of exercising such Option, and any person to whom Restricted Stock is granted, as a condition thereof, to give written assurances in substance and form satisfactory to the Board to the effect that such person is acquiring the Common Stock subject to the Award for such person’s own account for investment and not with any present intention of selling or otherwise distributing the same, and to such other effects as the Company deems necessary or appropriate in order to comply with federal and applicable state securities laws, or with covenants or representations made by the Company in connection with any public offering of its Common Stock.

(c)Regulatory Requirements.

Each Option shall be subject to the requirement that if, at any time, counsel to the Company shall determine that the listing, registration or qualification of the shares subject to such Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection with, the issuance or purchase of shares thereunder, such Option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval, or satisfaction of such condition shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification, or to satisfy such condition.

(d)Legends.

All stock certificates representing shares of Common Stock issued to the Recipient hereunder shall have affixed thereto legends substantially in the following forms, in addition to any other legends required by applicable state law:

"The shares of stock represented by this certificate have not been registered under the Securities Act of 1933 and may not be transferred, sold or otherwise disposed of in the absence of an effective registration statement with respect to the shares evidenced by this certificate, filed and made effective under the Securities Act of 1933, or an opinion of counsel satisfactory to the Company to the effect that registration under such Act is not required."

"The shares of stock represented by this certificate are subject to certain restrictions on transfer contained in a Recipient Agreement, a copy of which will be furnished upon request by the issuer."

(e)Lock-up Period.

If the Company effects an initial underwritten public offering of Common Stock registered under the Securities Act, shares acquired under this Plan may not be sold, offered for sale or otherwise disposed of, directly or indirectly, without the prior written consent of the managing underwriter(s) of the offering, for such period of time after the execution of an underwriting agreement in connection with such offering that all of the Company’s then directors and executive officers agree to be similarly bound.

15.Withholding AND NOTICE OF DISQUALIFYING DISPOSITION

(a)Withholding.

The Company shall have the right to deduct from payments of any kind otherwise due to the Recipient any federal, state or local taxes of any kind required by law to be withheld with respect to any shares issued with respect to an Award, including without limitation the making of a purchase of Common Stock for less than its Fair Market Value, the making of a Disqualifying Disposition, or the vesting of Restricted Stock. The Board in its sole discretion may condition the exercise of an Option or the acquisition of Restricted Stock on the grantee’s payment of such additional withholding taxes, regardless of whether or not a provision relating thereto is included in the Recipient Agreement.

(b)Notice of Disqualifying Dispositions.

Each employee who receives an ISO must agree to notify the Company in writing immediately after the employee makes a Disqualifying Disposition of any Common Stock acquired pursuant to the exercise of an ISO. "Disqualifying Disposition" is any disposition (including any sale) of such Common Stock before the later of (a) two (2) years after the date the employee was granted the ISO or (b) one (1) year after the date the employee acquired Common Stock by exercising the ISO. If the employee has died before such stock is sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter.

(c)Compliance With Code Section 409A

All Plan terms shall be interpreted consistently with IRC Sec. 409A of the Code and any provisions contained in the Plan contrary to the provisions of IRC Sec. 409A are invalid.

16.Definitions

As used herein and in any Recipient Agreement, following terms have the following meanings:

"10% Shareholder" means the owner of stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Related Corporation (after taking into account the attribution of stock ownership rules of Section 424(d) of the Code).

"Applicable Laws" means the requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

"Awards" means Options and Restricted Stock.

"Board" means the Board of Directors of the Company.

"Business Relationship" means the recipient serves the Company in the capacity of an employee, officer, director or consultant. The Board may, but need not, take into account Regulation 1.409A-1(h) when determining whether a Business Relationship exists.

"Code" means the Internal Revenue Code of 1986 as amended from time to time.

"Committee" means a committee appointed by the Board under Section 3.

"Director" means a member of the Board.

"Disqualifying Disposition" has the meaning given it in Section 15(b).

"employment" shall be defined in accordance with the provisions of Treasury Regulation Section 1.421-7(h) under the Code (or any successor regulations).

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Exercise Price" of an Option means the purchase price per share of Common Stock deliverable upon the exercise of an Option.

"Expiration Date" of an Option means the expiration date specified in accordance with Section 7.

"Fair Market Value" shall mean the fair market value of a share of Common Stock, as determined by Board, and to the extent required, as provided in Regulation 1.409A-1(b)(5)(iv).

"Independent Contractor" means a "service provider" described in Regulation 1.409A-1(f)(3) and such other federal and state regulations defining "independent contractor"as may be applicable.

"ISO" or "Incentive Stock Options" means Options meeting the requirements of Section 422 of the Code.

"Non-Qualified Options" means Options which do no qualified as ISOs.

"Options" means options to acquire Common Stock of the Company.

"Original Issue Price" means the price per share payable by a Recipient to the Company in connection with the issuance of Restricted Stock to the Recipient.

"parent" and "subsidiary" mean "parent corporation" and "subsidiary corporation", respectively, as those terms are defined in Sections 424(e) and 424(f) or successor provisions of the Code.

"Plan" means this 2007 Stock Option/Stock Issuance Plan.

"Recipient Agreement" means an agreement with a recipient setting forth the terms and conditions of an Award.

"Recipient" means the recipient of an Award. Except as otherwise indicated by the context, the term "Recipient", as used in this Plan shall include the estate of the Recipient, the Recipient’s personal representative, or any other person who acquires the right to exercise this option by bequest or inheritance or otherwise by reason of the death of the Recipient or by reason of the Recipient’s incapacity.

"Regulation 1.409A", or any subsection thereof, means section 1.409A or such subsection of the Regulations, including without limitation any amendment or successor thereto after the date of adoption of this Plan.

"Regulations" means the regulations, including without limitation proposed regulations, promulgated by the Internal Revenue Service pursuant to the Code.

"Related Corporation" means the Company, its parent (if any) and any present or future subsidiaries of the Company.

"Restricted Stock" means awards of, or opportunities to purchase, shares of Common Stock of the Company.

"Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.

"Vest", "Vested", and "Unvested" have the meanings given them in Section 8.

17.Effective Date and Duration of the Plan.

(a)Effectiveness; Shareholder Approval.

(i)The Plan shall become effective when adopted by the Board, provided that, with respect to the Award of ISOs, this Plan must also have been approved by the shareholders of the Company within twelve months prior to such adoption by the Board, or be so approved by the shareholders within twelve months following adoption by the Board.

(ii)Amendments to the Plan not requiring shareholder approval under Applicable Laws or the terms of the Plan shall become effective when adopted by the Board.

(iii)Amendments to the Plan requiring shareholder approval shall become effective when adopted by the Board, subject to the consequences set forth in Section 18(b) if shareholder approval is not obtained within twelve months of adoption by the Board.

(b)Termination.

Unless sooner terminated as provided elsewhere in the Plan, the Plan shall terminate upon the close of business on the day next preceding the tenth anniversary of the date of its adoption by the Board. Awards outstanding on such date shall continue to have force and effect in accordance with the provisions of the instruments evidencing such Awards.

18.Amendment of the Plan.

(a)Amendment

The Board may at any time, and from time to time, modify or amend the Plan in any respect, except as otherwise expressly provided in the Plan; provided, however, that if at any time the approval of the shareholders of the Company is required under the Code with respect to ISOs, or is required under federal securities laws applicable to the Company, the Board may not effect such modification or amendment without such approval.

(b)Effect of Failure to Obtain Shareholder Approval.

(i)Subject to the limitation in this Section 18(b), Awards may be granted under the Plan at any time after the effective date and before the termination date of the Plan.

(ii)If shareholder approval of the Plan (or any amendment required to be approved by shareholders) is not obtained within any required period specified in Section 17, then any Option granted under this Plan that was designated on the date of grant as an ISO but fails to qualify as an ISO because of such failure of approval shall nevertheless be a valid Option, but shall be deemed to be a Non-Qualified Option.

(c)Amendment of Awards.

The Board may amend outstanding Recipient Agreements in a manner not inconsistent with the Plan, and the Recipient's consent to such action shall not be required unless the Board determines that the action would materially and adversely affect the Recipient. Without limiting the foregoing, without the consent of the Recipient, the Board shall have the right to amend or modify (i) the terms and provisions of the Plan and of any outstanding ISO granted under the Plan to the extent necessary to qualify any or all such Options for such favorable federal income tax treatment (including deferral of taxation upon exercise) as may be afforded incentive stock options within the meaning of Section 422 of the Code or non-qualified stock options exempt from the application of Section 409A of the Code, and (ii) the terms and provisions of the Plan and of any outstanding Option to the extent necessary to ensure the qualification of the Plan under Rule 16b-3.

19.Notices.

All notices under this Plan or a Recipient Agreement shall be delivered by hand, sent by commercial overnight courier service or sent by registered or certified mail, return receipt requested, and first-class postage prepaid, if to Company to its principal executive offices, attention: Corporate Secretary, and if to a Recipient, to the address of the Recipient on the Company's records, or at such other address as may be designated in a notice by either party to the other. Notwithstanding the foregoing, any notice sent to such an address in a country other than that from which the notice is sent may be sent by fax or commercial air courier.

EX-4.3

Exhibit 4.3 

AMERICAN DOCTORS ONLINE, INC.

2011 STOCK OPTION/STOCK ISSUANCE PLAN

1.Purpose; Awards Permitted.

This 2011 Stock Option/Stock Issuance Plan (the “Plan”) is intended to promote the interests of American Doctors Online, Inc. (the “Company”) by giving incentives to the eligible officers and other employees and directors of and consultants and advisors to the Company and its Related Companies, through providing opportunities to acquire stock in the Company. The Plan permits the grants of Options to purchase shares of Common Stock, pursuant to either ISOs or Non-Qualified Options; and awards of Restricted Stock. Certain capitalized terms have the meanings given them in Section ‎18.

2.Stock AVAILABLE FOR AWARDS.

The stock subject to Awards shall be authorized but unissued shares of Common Stock, or shares of Common Stock reacquired by the Company in any manner. The aggregate number of shares which may be issued under the Plan is ten million (10,000,000) subject to adjustment as provided in Section ‎13. If any Option granted under the Plan shall expire or terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part, or if the Company shall reacquire any Unvested shares issued pursuant to Awards, the unpurchased shares subject to such Option, or such Unvested shares so reacquired shall again be available for grants of Awards under the Plan.

3.ADMINISTRATION.

(a)Administration by Board of Directors or Committee.

(i)Multiple Administrative Bodies. The Plan will be administered by the Board; provided, if permitted by Rule 16b-3, as in effect at the time that discretion is being exercised with respect to the Plan, and by the legal requirements of the Applicable Laws relating to the administration of stock plans such as the Plan, if any, the Plan may (but need not) be administered by different administrative bodies with respect to (A) Directors who are not employees, (B) Directors who are employees, (C) officers who are not Directors, (D) officers who are not employees and (E) employees who are neither Directors nor officers. The Board may authorize one or more officers to grant Awards subject to such limitations as the Board determines from time to time.

(ii)Section 162(m). To the extent that the Board determines it to be desirable to qualify Options granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code.

(iii)Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3.

(iv)Other Administration. Other than as provided above, the Plan shall be administered by (A) the Board or (B) a Committee, which committee shall be constituted to satisfy Applicable Laws.

(v)Decisions Final. All decisions by the Board shall be final and binding and conclusive on all interested persons. Neither the Company nor any member of the Board shall be liable for any action or determination relating to the Plan.

(b)Express Grants of Authority.

Without limiting the power of the Board hereunder, the Board shall expressly have the authority:

(i)to grant and amend Awards, to adopt, amend and repeal rules relating to the Plan and to interpret and correct the provisions of the Plan and any Award;

(ii)to determine the Fair Market Value;

(iii)to amend the terms of any and all outstanding Options to provide an Exercise Price per share which is higher or lower than the then-current Exercise Price per share of such outstanding Options;

(iv)to accelerate the date or dates on which all or any particular Option or Options granted under the Plan may be exercised;

(v)to extend the dates during which all, or any particular, Option or Options granted under the Plan may be exercised;

(vi)to provide that any Restricted Stock shall be free of some or all restrictions;

(vii)to provide that any other stock-based Awards may become exercisable in full or in part or free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be;

(viii)in the event of the acceleration of the exercisability of one or more outstanding Options, to provide, as a condition of full exercisability of any or all such Options, that the Common Stock or other substituted consideration, including cash, as to which exercisability has been accelerated shall be Restricted Stock and subject to forfeiture and return to the Company at the option of the Company at the cost thereof upon Separation, with the timing and other terms of the vesting of such Restricted Stock or other consideration being equivalent to the timing and other terms of the superseded exercise schedule of the related Option;

(ix)to determine (A) whether or not a Recipient has a Business Relationship with the Company, (B) whether Continuous Employment or Continuous Service shall be considered interrupted in the case of any approved leave of absence, including sick leave, military leave or any other personal leave, or (C) whether a Separation has occurred, and the resulting Separation Date, which determination shall be made by the Board in its sole discretion (it being understood that the Board may, but need not, take into account the provisions of Regulation 1.409A-1(h)), and shall not be subject to challenge or review by the Recipient for any reason. Without limiting the foregoing, such determination may be made prospectively (i.e. in connection with a proposed Separation) even if at the time of such determination such Recipient continues to assert the right to, or has some continuing relationship with the Company. Further, if the Recipient is at such time a member of the Board, the Recipient shall not participate in such determination, and the determination of the remaining members of the Board, even if not a quorum, shall be binding;

(x)to take any action under the Plan on a case-by case basis, on the same basis or on different bases (treating differently each tranche, Award or individual or group or combination thereof) as the Board may determine; and

(xi)to make any adjustments or other decision under Section ‎13 (or otherwise), whose determination as to what adjustments or decisions, if any, will be made and the extent thereof shall be final, binding and conclusive.

The Board may do any of the foregoing at any time and from time to time, despite the fact that the foregoing actions may (x) cause the application of Sections 280G and 4999 of the Code if a change in control of the Company occurs, or (y) disqualify all or part of the Option as an Incentive Stock Option, or (z) cause the application of Section 409A of the Code. In addition, the Board may with the consent of the affected Recipient cause the cancellation of any or all outstanding Options and the grant in substitution therefor of new Options covering the same or different shares of Common Stock and having an Exercise Price per share which may be lower or higher than the Exercise Price per share of the canceled Options. The Board may do any of the foregoing at any time and from time to time, after consideration of such factors as the Board considers relevant (which may include any financial accounting consequences to the Company, e.g., under APB Opinion No. 25 FIN 44, FAS 123R or similar types of accounting requirements and guidance affecting the proper administration of the Plan).

(c)Non-U.S. Recipients. Notwithstanding anything in the Plan to the contrary, with respect to any Recipient who is resident outside of the United States, the Board may, in its sole discretion, amend the terms of the Plan in order to conform such terms with the requirements of local law or to meet the objectives of the Plan. The Board may, where appropriate, establish one or more sub-plans for this purpose.

(d)Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or as officers or employees of the Company or a Related Company, members of the Board and any officers or employees of the Company or a Related Company to whom authority to act for the Board or the Company is delegated shall be defended and indemnified by the Company to the extent permitted by law on an after-tax basis against all reasonable expenses (including attorneys’ fees), actually and necessarily incurred in connection with the defense of any claim, investigation, action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any Award granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by the Company) or paid by them in satisfaction of a judgment in any such claim, investigation, action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such claim, investigation, action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct; provided, however, that within 30 days after the institution of such claim, investigation, action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at the Company’s expense to handle and defend the same.

(e)Responsibility of Recipient.

Notwithstanding anything to the contrary contained in the Plan or in any Award Agreement, neither the Company nor any Related Company nor any officer, director, employee or agent of any of them makes any representations to any Recipient relating to the tax treatment of any Award, including without limitation (i) that any Award designated under the Plan as an ISO satisfies the requirements to be an ISO, (ii) that any particular disposition transaction with respect to any Award will satisfy the criteria for ISO treatment; or (iii) that any Award made under the Plan will be exempt from the requirements of Section 409A of the Code or otherwise comply with those requirements, Each Recipient shall be solely responsible for any taxes, penalties or other amounts which may become payable with respect to his or her Awards by reason of the Code.

4.Eligible RECIPIENTs.

ISOs may be granted to any employee of the Company or of any Related Company. No person who is not such an employee may be granted an ISO. Non-Qualified Options and Restricted Stock may be granted to any employee, officer or Director of, or consultant or advisor to the Company or any Related Company. The granting of any Award to any person shall neither entitle that person to, nor disqualify that person from, participation in any other grant of Awards.

5.Award Agreements.

As a condition to the grant of an Award, each recipient of an Award shall execute an Award Agreement in such form not inconsistent with the Plan as the Board shall approve. In addition, the Recipients of Restricted Stock shall pay to the Company in the manner designated by the Board the applicable Original Issue Price for each share acquired. Award Agreements may differ among Recipients. The Board may, in its sole discretion, include provisions in Award Agreements not inconsistent with any provision of the Plan, including without limitation the effect of the Separation or the death or disability of the Recipient in the period during which an Option can be exercised; restrictions on transfer; repurchase rights; commitments to pay cash bonuses, to make, arrange for or guarantee loans or to transfer other property to recipients upon exercise of Options; a requirement that a Recipient must execute a Shareholder Agreement or other undertaking relating to shares received upon exercise of an Option; or such other provisions as shall be determined by the Board.

6.Option Exercise Price/ORIGINAL ISSUANCE PRICE OF RESTRICTED STOCK.

(a)Exercise/Original Issue Price. Subject to Sections ‎6(b), ‎6(c) and ‎11(b), the Exercise Price for each Option and the Original Issue Price for Restricted Stock shall be determined by the Board.

(b)Minimum Exercise Price. The Exercise Price for each Option shall not be less than the Fair Market Value at the time of grant, subject to the additional restrictions on Exercise Price set forth in Section ‎11(b) in the case of ISOs.

(c)Minimum Original Issue Price. The Original Issue Price for Restricted Stock shall in no event be less than the par value of the Common Stock.

(d)Default Exercise Price/Original Issue Price. In the absence of a provision in the applicable Award Agreement expressly addressing the Exercise Price or Original Issue Price of an Award, such Exercise Price or Original Issue Price shall be the Fair Market Value on the date of grant, or such greater minimum Exercise Price if required as set forth in Section ‎11(b) in the case of ISOs.

7.Option EXERCISE Period.

(a)Exercise Period. Each Option and all rights thereunder shall expire on the Expiration Date set forth in the applicable Award Agreement, subject to earlier termination upon the conditions set forth in the applicable Award Agreement (or if not so set forth, as specified in this Section ‎7).

(b)Default Exercise Period. In the absence of a provision in the applicable Award Agreement expressly addressing the term of any Option, except as otherwise provided in Section ‎11(d), the Option shall be for a term of ten (10) years from the date of grant (subject to earlier termination under the conditions specified in this Section).

(c)Default Post-Separation Exercise Period for Options. Subject to clause (e) below, in the absence of a provision in the applicable Award Agreement expressly addressing the exercise rights of any Option following Separation, the Option (whether ISO or Non-Qualified Option) shall be exercisable after the Separation Date only for the following time period, and only with respect to that number of shares which were Vested as of the Separation Date:

(i)If the Separation is for Cause, the right to exercise the Option shall terminate on the Separation Date.

(ii)If the Recipient dies during the course of the Recipient’s Business Relationship, or (unless the Separation was for Cause) within three (3) months after the Separation Date, the Option may be exercised by the person to whom it is transferred by will or the laws of descent and distribution within the period of one (1) year after the date of death (or within such lesser period as may be specified in the Award Agreement) but not thereafter.

(iii)If the Recipient becomes disabled (within the meaning of Section 22(e)(3) of the Code) during the course of the Recipient’s Business Relationship, the Option may be exercised within the period of one (1) year after the Separation Date resulting from such disability (or within such lesser period as may be specified in the Award Agreement) but not thereafter.

(iv)If the provisions of (i)-(iii) above do not apply, the Option may be exercised within the period of three (3) months after the Separation Date, but not thereafter.

(d)Minimum Post-Separation Exercise Period for Options. Subject to clause (e) below, no Award Agreement shall reduce the time period for the exercise of any Option following any Separation (other than a Separation for Cause) to less than the following time period:

(i)six (6) months from the date of Separation if Separation was caused by the Recipient's death or “permanent total disability” (within the meaning of Section 22(e)(3) of the Code), or

(ii)thirty (30) days from the date of Separation, if Separation was caused other than by such Recipient's death or “permanent total disability” (within the meaning of Section 22(e)(3) of the Code).

(e)Maximum Exercise Period. Notwithstanding anything to the contrary in the Plan or in any Award Agreement, no Option shall be exercisable more than ten (10) years from the date of grant.

8.VESTING; Repurchase of SHARES.

(a)Vesting. Award Agreements for Awards may provide that such Awards are subject to vesting, setting forth dates and amounts of Vested shares as of each date under the Award. All shares under an Award that are not Vested shares are “Unvested” shares. For the purpose of the foregoing, “Vested” shares of an unexercised Option refers to those shares with respect to which the Recipient has the right, at such time to exercise the Option and acquire such shares; “Unvested” shares of an unexercised Option refers to the remaining shares subject to such Option; “Vested” and “Unvested” shares of Restricted Stock refer to shares which are subject to potentially differing treatment upon exercise of the repurchase right specified in Section ‎8(e).

(b)Default Conditions for Vesting. In the absence of a provision in the applicable Award Agreement expressly specifying other conditions for vesting, vesting on a specified “vesting date” shall be conditional upon Continuous Service through such date.

(c)Default Time Period for Vesting. In the absence of a provision in the applicable Award Agreement expressly addressing the timing of vesting of an Award, the Award shall Vest annually on the anniversary of the grant date in equal installments over a period of three (3) years from the grant date.

(d)Exercise of Vested Options. Except as otherwise provided in the Award Agreement, an Option may be exercised by the Recipient, in whole or in part, with respect to all Vested shares at any time prior to the Expiration Date or the earlier termination of the Option, upon compliance with the conditions to exercise in Section ‎9.

(e)Repurchase Right. Except as otherwise specified in the Award Agreement, upon Separation, the Company, at its sole election, may repurchase and Recipient shall be obligated to sell all shares acquired under this Plan (including either as Restricted Stock or through exercise of Options): (i) all of the Unvested shares at the Original Issue Price, and (ii) all of the Vested shares at the higher of (x) the Original Issue Price or (y) the Fair Market Value as of the Separation Date. Except as otherwise specified in the Award Agreement, the Company may elect to give Recipient a written notice within three (3) months following the Separation Date (or, in the case of shares acquired by the Recipient under this Plan following the Separation Date, three (3) months following such acquisition) specifying that it does not desire to purchase any shares, or specifying the number of Unvested shares and the number of Vested shares that the Company elects to purchase, and a date for the closing hereunder, which date shall be not more than thirty (30) calendar days after the giving of such notice. If the Company fails to provide written notice to the Recipient within the applicable period regarding its intentions regarding the repurchase of shares, the Company will be deemed to have exercised its option to purchase all Unvested shares (but not Vested shares) upon the expiration of the applicable period. In such event, the closing will occur thirty (30) days after the date of such deemed exercise. The closing shall take place at the Company’s principal offices or such other location as the Company may reasonably designate in such notice. At the closing, Recipient shall deliver to the Company the certificate or certificates representing the Unvested shares and the Vested shares being purchased against the simultaneous delivery of the purchase price by the Company. The Company’s purchase rights are assignable by the Company it its sole discretion.

9.EXERCISE OF OPTIONS; PAYMENT OF EXERCISE PRICE AND ORIGINAL ISSUE PRICE

(a)Exercise of Option. Unless otherwise specified in the applicable Award Agreement, an Option shall be exercised by the Recipient’s delivery of written notice of exercise to the Treasurer of the Company, specifying the number of shares to be purchased and the purchase price to be paid therefor and accompanied by payment in full in accordance with this Section ‎9. Such exercise shall be effective upon receipt by the Treasurer of the Company of such written notice together with the required payment. The Recipient may purchase less than the number of shares covered by an Award Agreement for an Option, provided that no partial exercise of an Option may be for any fractional share or for fewer than one hundred (100) whole shares.

(b)Payment of Exercise Price and Original Issue Price.

(i)Payment of the Exercise Price of an Option may be by delivery of cash or a check payable to the order of the Company, and/or, to the extent (if at all) provided in the applicable Award Agreement by (a) delivery of a recourse promissory note of the Recipient bearing interest payable not less often than annually at such market rate at the date of exercise as will avoid adverse accounting consequences (including without limitation variable security accounting treatment under generally accepted accounting principles) and otherwise payable and on such terms as are specified by the Board in its sole discretion, together with cash, a wire transfer or a check payable to the Company in an amount equal to the par value of the shares of Common Stock to be issued; or any combination of the above methods of payment or as described in Section 9(b)(ii) below.

(ii)Notwithstanding the foregoing, to the extent (if at all) provided in the applicable Award Agreement, payment of the Exercise Price of an Option may occur by a “cashless exercise” arrangement pursuant to which the Recipient shall surrender or forfeit, and the Company will reduce, the number of shares of Common Stock issued upon exercise of an Option by the largest whole number of shares of Common Stock with an aggregate Fair Market Value that does not exceed the aggregate Exercise Price; provided, however, that the Company accept cash or other payment to the extent of any remaining balance of the aggregate Exercise Price not satisfied by such reduction in the number of whole shares of Common Stock to be issued; provided further, however, that the Option shall not be exercisable thereafter to the extent that the shares of Common Stock are so surrendered or forfeited to pay the Exercise Price pursuant to such “cashless exercise”.

(iii)The Board may authorize issuance of a Restricted Stock Award for consideration consisting of cash, any tangible or intangible property, any benefit to the Company, or any combination thereof. In the absence of a specific provision to the contrary in the Award Agreement or the resolution of the Board relating thereto, the consideration payable as the Original Issue Price of a Restricted Stock Award shall be services provided to the Company, and no cash payment shall be required for the Original Issue Price.

(c)Information for ISO Recipient. Upon a Recipient's exercise of an ISO, the Company shall provide to the Recipient the information required pursuant to Section 6039(a)(1) of the Code.

10.Nontransferability of Options.

Options shall not be assignable or transferable by the Recipient, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the life of the Recipient, shall be exercisable only by the Recipient; except that Non-Qualified Options may also be transferred by instrument to an inter vivos or testamentary trust in which the Non-Qualified Options are to be passed to the Recipient's beneficiaries upon the Recipient's death, or by gift to “immediate family” (as defined in 16 C.F.R. 240.16a-1(e)). Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, the Recipient may designate a third party who, in the event of the Recipient's death, shall thereafter be entitled to exercise an Option, to the extent then exercisable.

11.Additional ISO Requirements.

ISOs granted under the Plan are subject to the additional following requirements:

(a)Designation. The ISO shall, at the time of grant, be specifically designated as an Incentive Stock Option (or ISO) in the applicable Award Agreement.

(b)Exercise Price. The Exercise Price shall not be less than 100% of the Fair Market Value at the time of grant of such ISO, or less than 110% of such Fair Market Value in the case of an ISO granted to a 10% Shareholder.

(c)$100,000 Aggregate Grant Limitation. In no event shall the aggregate Fair Market Value (measured for each grant at the time of grant of an ISO) for which ISOs granted to any employee are exercisable for the first time by such employee during any calendar year (under all stock option plans of the Company and any Related Company) exceed One Hundred Thousand Dollars ($100,000). Any Option which would, but for its failure to satisfy the foregoing restriction, qualify as an ISO shall nevertheless be a valid Option, but to the extent of such failure it shall be deemed to be a Non-Qualified Option.

(d)Expiration Date. The Expiration Date for the ISO shall not be later than ten (10) years after the date on which the ISO is granted and, in the case of an ISO granted to a 10% Shareholder, such Expiration Date shall not be later than five (5) years after the date on which the ISO is granted.

(e)Continuous Employment Required; Post-Separation Exercise. No ISO may be exercised unless, at the time of such exercise, the Recipient has had Continuous Employment since the date of grant of the ISO, except that:

(i)An ISO may be exercised within the period of three (3) months after the Recipient's Employment Termination Date (or within such lesser period as may be specified in the Award Agreement or this Plan).

(ii)If the Recipient dies while in the employ of the Company or a Related Company, or within three (3) months after the Recipient's Employment Termination Date, the ISO may be exercised by the person to whom it is transferred by will or the laws of descent and distribution within the period of one (1) year after the date of death (or within such lesser period as may be specified in the Award Agreement or this Plan).

(iii)If the Recipient becomes disabled (within the meaning of Section 22(e)(3) of the Code) while in the employ of the Company or a Related Company, the ISO may be exercised within the period of one (1) year after the Recipient’s Employment Termination Date because of such disability (or within such lesser period as may be specified in the Award Agreement or this Plan).

Notwithstanding the foregoing provisions of this Section ‎11(e), no ISO may be exercised after its Expiration Date.

(f)Reclassified Options. Any Option which would, but for its failure to satisfy the foregoing restrictions, qualify as an ISO shall nevertheless be a valid Option, but to the extent of such failure it shall be deemed to be a Non-Qualified Option.

12.Right of first refusal; Shareholder Agreement.

(a)First Refusal Rights. If the Recipient is not subject to a right of first refusal in a Shareholder Agreement (as defined below), unless specifically disclaimed in an Award Agreement, the following first refusal rights will apply:

(i)If the Recipient or the Recipient’s successor in interest desires to sell all or any part of the shares acquired under an Award granted under the Plan (including any securities received in respect thereof pursuant to recapitalizations and the like), and an offeror (the “Offeror”) has made an offer therefor, which offer the Recipient desires to accept, the Recipient shall: (x) obtain in writing an irrevocable and unconditional bona fide offer (the “Bona Fide Offer”) for the purchase thereof from the Offeror; and (y) give written notice (the “Offer Notice”) to the Company setting forth the Recipient’s desire to sell such shares, which Offer Notice shall be accompanied by a photocopy of the original executed Bona Fide Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Bona Fide Offer. Upon receipt of the Offer Notice, the Company shall have an option to purchase any or all of the shares specified in the Offer Notice, such option to be exercisable by giving, within thirty (30) days after receipt of the Offer Notice, a written counter-notice to the Recipient. If the Company elects to purchase, the Recipient shall be obligated to sell to the Company such shares at the price and terms indicated in the Bona Fide Offer within sixty (60) days from the date of receipt by the Company of the Offer Notice. The Company’s purchase rights under this Section ‎12 are assignable by the Company.

(ii)The Recipient may sell, pursuant to the terms of the Bona Fide Offer, any or all of such shares not purchased by the Company or which the Company does not elect to purchase in the manner set forth hereinabove after the expiration of the thirty (30)-day period during which the Company may give the aforesaid counter-notice; provided, however, that the Recipient may not sell such shares to the Offeror if the Offeror is (x) a competitor of the Company, or (y) a person that controls, is controlled by or is under common control with a competitor of the Company, or (z) a member of management of a competitor of the Company (any person described in clauses (x) through (z) being hereinafter referred to as a “Competitor”), and the Company gives to the Recipient, within thirty (30) days of its receipt of the Offer Notice, written notice stating that the Recipient shall not sell the shares to the Offeror; and provided, further, that prior to the sale of any such shares to the Offeror, the Offeror shall execute an agreement with the Company under which the Offeror agrees not to become a Competitor of the Company and further agrees to be subject to the restrictions set forth in this Section ‎12. If any or all of such shares are not sold pursuant to a Bona Fide Offer within the time permitted above, the unsold shares shall remain subject to the terms of this Section ‎12.

(b)Shareholder Agreement. As a condition to receipt of any Award granted under the Plan (including the exercise of any Option granted hereunder), the Recipient shall at the request of the Company become a party to a shareholder agreement or investors rights agreement or similar agreement generally applicable to shareholders, if any such agreement is then in force, between or among the Company and any of its shareholders (the “Shareholder Agreement”), and if any such Shareholder Agreement is then in force, Recipient shall execute such agreement as a shareholder with the same status as other shareholders receiving shares as compensation from the Company. For the avoidance of doubt, such requirement shall apply even if not all shareholders or Award recipients are required to execute such Shareholder Agreement, and even if not all parties have equal or equivalent rights under such Shareholder Agreement. In connection with such requirement, the Company shall provide the Recipient with a copy of the latest Shareholder Agreement, or substitute agreement, if any, and shall arrange for the Recipient’s execution of an original counterpart thereof, or for the execution by the Recipient and the shareholders of an original, as appropriate. If the Recipient refuses to execute such agreement, the Company shall cause any tendered payment made by the Recipient in connection with the Award to be returned to the Recipient, and the Recipient’s attempted Option exercise or Restricted Stock grant, as the case may be, shall be null and void ab initio and without effect.

(c)Termination. The requirements set forth in this Section ‎12 shall remain in effect until the closing of an initial public offering of the Company’s Common Stock pursuant to a registration statement filed under the Securities Act of 1933, as amended, or a successor statute, at which time the requirements will automatically expire.

13.Adjustments; Merger, Sale Of Substantially All Assets, Reorganization, Etc.

(a)Definition of Reorganization. “Reorganization” means a merger, consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, holding company formation or other similar transaction, or the liquidation of the Company.

(b)Continuation of Awards. Upon the consummation of a Reorganization, the Board or the board of directors of the surviving or acquiring entity (as used in this Section ‎13, also the “Board”), may, in its sole discretion, as to outstanding Awards, make appropriate provision for the continuation of such Awards by the Company or the assumption of such Awards by the surviving or acquiring entity and by substituting on an equitable basis for the shares then subject to such Awards either (i) the consideration payable with respect to the outstanding shares of Common Stock in connection with the Reorganization, (ii) shares of stock of the surviving or acquiring corporation, or (iii) such other securities, consideration or rights as the Board deems appropriate, so long as the fair market value of which (as determined by the Board in its sole discretion) does not materially differ from the Fair Market Value of the Awards immediately preceding the Reorganization (provided, with respect to Options replaced with substitute Options for new shares, the fair market value of the new shares (as determined by the Board in its sole discretion) does not materially differ from the Fair Market Value of the shares subject to the Options immediately preceding the Reorganization); and provided, that any new Options substituted for ISOs shall meet the requirements of Section 424(a) of the Code, and the requirements of Regulation 1.409A-(b)(5)(v)(D).

(c)Termination of Awards. In addition to or in lieu of the actions described in this Section ‎13, in connection with any Reorganization, with respect to outstanding Awards, the Board may, on the same basis or on different bases as the Board may specify, upon written notice to the affected Recipient, provide that (i) any or all then exercisable Options (x) must be exercised in whole or in part within a specified number of days of the date of such notice, at the end of which period such Options shall automatically terminate, or (y) be terminated in exchange for a cash payment or such other consideration as may be received by the Company in connection with the Reorganization equal to the excess of the Fair Market Value for the shares subject to such Options over the Exercise Price thereof, (ii) any or all Options that are not then exercisable (“Unexercisable Options”) shall be terminated and (iii) any or all Unvested shares or other unvested rights issued or issuable pursuant to other Awards (“Unvested Rights”) shall be terminated in exchange for a cash payment per share equal to the Original Issue Price of such Unvested Rights.

(d)Accelerated Vesting.

(i)In addition to, in lieu of, or in connection with any of the actions described in this Section ‎13, in connection with any Reorganization (including any change in control of the Company), the Board may in its discretion provide that outstanding Unvested Awards become fully Vested, or any or all future Unvested portions of such Awards become Vested, or any combination of the foregoing; but may also provide as a condition to exercising any or all Unexercisable Options as to which exercisability has been accelerated, that the Common Stock issuable upon exercise thereof shall be Restricted Stock subject to forfeiture and repurchase at the option of the Company (or the surviving or acquiring entity in such Reorganization (the “Successor”), as applicable) at the cost thereof upon Separation, with the timing and other terms of the vesting of such Restricted Stock being equivalent to the timing and other terms of the superseded vesting schedule of the related Unexercisable Option.

(ii)Notwithstanding any provision of the Plan to the contrary, in the event that (x) any Unvested Award is terminated in connection with any Reorganization pursuant to Section ‎13(c), and (y) the Award Agreement pursuant to which the Company granted or issued such Unvested Award provided that the vesting or exercisability of such Unvested Award would accelerate (in whole or in part) upon the occurrence of one or more specified events following a Reorganization (including any change in control of the Company) (an “Acceleration Event”), then the Board may, in its sole discretion, make appropriate provision to ensure that the holder of such Unvested Award shall receive a contractual right at the time of such termination such that, notwithstanding such termination, in the event such Acceleration Event occurs following the Reorganization, such holder shall be entitled to receive from the Company or its Successor (as applicable) the cash payment or other consideration to which such holder would have been entitled with respect to the portion of such Unvested Award that would have accelerated pursuant to the Award Agreement had such Award been continued by the Company or assumed by the Successor in accordance with Section ‎13(c).

(e)Continuation of Repurchase Rights. Unless otherwise determined by the Board, any repurchase rights or other rights of the Company that relate to any Awards shall continue to apply to consideration, including cash and amended Awards, that has been substituted, assumed or amended for Awards pursuant to this Section ‎13. The Company may hold in escrow all or any portion of any such consideration in order to effectuate any continuing restrictions.

(f)Substitution of Securities. Unless otherwise provided by the Board consistent with its powers under this Section ‎13, if, through or as a result of any Reorganization, (i) the outstanding shares of Common Stock are increased, decreased or exchanged for a different number or kind of shares or other securities of the Company or of a corporation or other entity controlled by or controlling the Company, or (ii) additional shares or new or different shares or other securities of the Company or other non-cash property is distributed with respect to such shares of Common Stock or other securities, an appropriate and proportionate adjustment shall be made in (a) the maximum number and kind of shares reserved for issuance under the Plan, (b) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan, and (c) the price for each share subject to any then outstanding Awards under the Plan, without changing the aggregate purchase price as to which any Options remain exercisable. No fractional shares shall be issued under the Plan on account of any adjustments set forth in this Section ‎13 or otherwise. Notwithstanding the foregoing provisions of this Section ‎13(f), no adjustment shall be made pursuant to this Section ‎13(f) if such adjustment would cause any ISO granted under the Plan to fail to qualify as an incentive stock option within the meaning of Section 422 of the Code.

(g)Substitution of Awards. The Company may grant Awards under the Plan in substitution for Options or other Awards held by employees of another corporation who become employees of the Company or a Related Company as the result of a Reorganization. The Company may direct that substitute Awards be granted on such terms and conditions as the Board considers appropriate in the circumstances; provided, however, that any Options substituted for ISOs shall meet the requirements of Section 424(a) of the Code to the extent practicable.

14.RELATIONSHIP OF RECIPIENTS

(a)No Rights as Shareholder. The holder of an Option shall have no rights as a shareholder with respect to any shares covered by the Option (including, without limitation, any voting rights, or any rights to receive dividends or non-cash distributions with respect to such shares) until the date of issue of a stock certificate for such shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.

(b)No Rights to Employment. Nothing contained in the Plan or in any Award Agreement or other agreement or instrument executed pursuant to the provisions of the Plan shall confer upon any Recipient any right with respect to the continuation of his or her employment by or Business Relationship with the Company or any Related Company or interfere in any way with the right of the Company or a Related Company at any time to terminate such employment or Business Relationship or to increase or decrease the compensation of the Recipient.

(c)No Rights Under Other Plans. Except as to plans which by their terms include such amounts as compensation, no amount of compensation deemed to be received by an employee as a result of any Award will constitute compensation with respect to which any other employee benefits of such employee are determined, including, without limitation, benefits under any bonus, pension, profit-sharing, life insurance or salary continuation plan, except as otherwise specifically determined by the Board.

15.Compliance With Securities Laws.

(a)Rule 701 Compliance. Unless in the opinion of counsel to the Company the issuance of securities under the Plan is exempt from the requirements of Rule 701, the Company must:

(i)deliver to each Recipient a copy of the Plan and the Award Agreement for each Award and

(ii)if the aggregate amount of Common Stock issued under the Plan (or other compensatory plans of the Company) in any consecutive 12-month period exceeds five million dollars ($5,000,000) as calculated under Rule 701, the Company shall deliver the following disclosure to each Recipient within a reasonable period of time before the issuance of Common Stock to such Recipient under the Plan (including a reasonable period of time prior to the date of exercise of any Option):

(A)A summary of the material terms of the Plan;

(B)Information about the risks associated with investment in the Common Stock; and

(C)Financial statements required to be furnished under Rule 701, which must be as of a date no more than one hundred eighty (180) days before the issuance of Common Stock.

(b)Investment Intent. The Board may require any person to whom an Option is granted, as a condition of exercising such Option, and any person to whom Restricted Stock is granted, as a condition thereof, to give written assurances in substance and form satisfactory to the Board to the effect that such person is acquiring the Common Stock subject to the Award for such person’s own account for investment and not with any present intention of selling or otherwise distributing the same, and to such other effects as the Company deems necessary or appropriate in order to comply with federal and applicable state securities laws, or with covenants or representations made by the Company in connection with any public offering of its Common Stock.

(c)Regulatory Requirements. Each Option shall be subject to the requirement that if, at any time, counsel to the Company shall determine that the listing, registration or qualification of the shares subject to such Option upon any securities exchange or under any state or federal law, or that the consent or approval of any governmental or regulatory body, or the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection with, the issuance or purchase of shares thereunder, such Option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval, or satisfaction of such condition shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Company to apply for or to obtain such listing, registration or qualification, or to satisfy such condition.

(d)Legends. All stock certificates representing shares of Common Stock issued to the Recipient hereunder shall have affixed thereto a legend substantially in the following form, in addition to any other legends required by applicable state law:

“The shares of stock represented by this certificate have not been registered under the Securities Act of 1933 and may not be transferred, sold or otherwise disposed of in the absence of an effective registration statement with respect to the shares evidenced by this certificate, filed and made effective under the Securities Act of 1933, or an opinion of counsel satisfactory to the Company to the effect that registration under such Act is not required.”

If applicable, such stock certificates shall also have affixed thereto a legend substantially in the following form:

“The shares of stock represented by this certificate are subject to certain restrictions on transfer contained in the Company’s Stock Option/Stock Issuance Plan, a copy of which will be furnished upon request by the issuer.”

(e)Lock-up Period. If the Company effects an initial underwritten public offering of Common Stock registered under the Securities Act, shares acquired under the Plan may not be sold, offered for sale or otherwise disposed of, directly or indirectly, without the prior written consent of the managing underwriter(s) of the offering, for such period of time after the execution of an underwriting agreement in connection with such offering that all of the Company’s then directors and executive officers agree to be similarly bound.

16.TAXES; Withholding AND NOTICE OF DISQUALIFYING DISPOSITION

(a)Withholding. The Company shall have the right to deduct from payments of any kind otherwise due to the Recipient any federal, national, state or local taxes of any kind required by law to be withheld with respect to any shares issued with respect to an Award, including without limitation the making of a purchase of Common Stock for less than its Fair Market Value, the making of a Disqualifying Disposition, or the vesting of Restricted Stock. The Board in its sole discretion may condition the exercise of an Option or the acquisition of Restricted Stock on the Recipient’s payment of such additional withholding taxes, regardless of whether or not a provision relating thereto is included in the Award Agreement.

(b)Transfer, Issuance and Other Tax Reimbursement. In the event the Company is subject to taxes, registration fees or other similar governmental charges in any jurisdiction based on an Award, including without limitation the issuance or exercise of shares or options or the disposition thereof, the Board in its sole discretion may condition the exercise of an Option or the acquisition of Restricted Stock, or similar transactions relating to an Award, on the Recipient’s reimbursement of the Company’s liability for such additional charges, regardless of whether or not a provision relating thereto is included in the Award Agreement.

(c)Notice of Disqualifying Dispositions. Each employee who receives an ISO must agree to notify the Company in writing immediately after the employee makes a Disqualifying Disposition of any Common Stock acquired pursuant to the exercise of an ISO. “Disqualifying Disposition” is any disposition (including any sale) of such Common Stock before the later of (i) two (2) years after the date the employee was granted the ISO or (ii) one (1) year after the date the employee acquired Common Stock by exercising the ISO. If the employee has died before such stock is sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter.

17.California Requirements.

The Company anticipates it may grant Awards to Recipients in the State of California, and accordingly, notwithstanding anything to the contrary herein, each Award to such persons shall comply in all respects with Section 260.140.41 and 260.140.42 of Title 10 of the CCR.

18.Definitions

As used herein and in any Award Agreement, the following terms have the following meanings:

“10% Shareholder” means the owner of stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Related Company (after taking into account the attribution of stock ownership rules of Section 424(d) of the Code).

“Applicable Laws” means the requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

“Award Agreement” means an agreement with a Recipient setting forth the terms and conditions of an Award.

“Awards” means Options and Restricted Stock.

“Board” means the Board of Directors of the Company; provided, to the extent the Plan is being administered by another body pursuant to Section ‎3(a)(i), references to the “Board” mean shall mean such other administrative body.

“Business Relationship” means the recipient serves the Company or a Related Company in the capacity of an employee, officer, Director or Independent Contractor. The Board may, but need not, take into account Regulation 1.409A-1(h) when determining whether a Business Relationship exists.

“Cause” means, with respect to the termination by the Company or a Related Company of the Recipients Continuous Service, that such termination is for one or more of the reasons set forth in the definition of “Cause” as such term is expressly defined in a then-effective written agreement between the Recipient and the Company or such Related Company, or in the absence of such then-effective written agreement and definition, is based on, in the determination of the Board, the Recipient’s: (i) performance of any act, or failure to perform any act, in bad faith and to the detriment of the Company or a Related Company; (ii) dishonesty, intentional misconduct, material violation of any applicable Company or Related Company policy, or material breach of any agreement with the Company or a Related Company; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person.

“CCR” means the California Code of Regulations.

“Code” means the Internal Revenue Code of 1986 as amended from time to time.

“Committee” means a committee appointed by the Board under Section ‎3.

“Common Stock” means that class of common stock of the Company having the greatest aggregate value of common stock issued and outstanding of the Company, or common stock with substantially similar rights to stock of such class (disregarding any difference in voting rights).

“Continuous Employment” means that the Recipient's service with the Company or a Related Company as an employee is not interrupted or terminated. A change in the entity for which the Recipient renders service as an employee (as between the Company and any Related Company) shall not terminate a Recipient's Continuous Employment.

“Continuous Service” means that the Recipient's service with the Company or a Related Company, whether as an employee, officer, Director or Independent Contractor, is not interrupted or terminated. A change in the entity for which the Recipient renders any service (as between the Company and any Related Company) shall not terminate a Recipient's Continuous Service; and a change in the capacity in which the Recipient renders service to the Company or a Related Company as an employee, Director or Independent Contractor shall not terminate a Recipient's Continuous Service.

“Director” means a member of the Board.

“Disqualifying Disposition” has the meaning given it in Section ‎16(b).

“employment” shall be defined in accordance with the provisions of Treasury Regulation Section 1.421-7(h) under the Code (or any successor regulations).

“Employment Termination Date” means the date on which a Recipient's Continuous Employment terminates.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exercise Price” of an Option means the purchase price per share of Common Stock deliverable upon the exercise of an Option.

“Expiration Date” of an Option means the expiration date specified in accordance with Section ‎7.

“Fair Market Value” shall mean the fair market value of a share of Common Stock, as determined by Board, and to the extent required, as provided in Regulation 1.409A-1(b)(5)(iv) and if applicable, in a manner not inconsistent with Section 260.140.50 of the CCR.

“Independent Contractor” means a “service provider” described in Regulation 1.409A-1(f)(3) and such other federal and state regulations defining “independent contractor” as may be applicable.

“ISO” or “Incentive Stock Options” means Options meeting the requirements of Section 422 of the Code.

“Non-Qualified Options” means Options which do not qualify as ISOs.

“Options” means options to acquire Common Stock of the Company.

“Original Issue Price” means the price per share payable by a Recipient to the Company in connection with the issuance of Restricted Stock to the Recipient.

“parent” and “subsidiary” mean “parent corporation” and “subsidiary corporation”, respectively, as those terms are defined in Sections 424(e) and 424(f) or successor provisions of the Code.

“Recipient” means the recipient of an Award. Except as otherwise indicated by the context, the term “Recipient”, as used in the Plan shall include the estate of the Recipient, the Recipient’s personal representative, or any other person who acquires the right to exercise this option by bequest or inheritance or otherwise by reason of the death of the Recipient or by reason of the Recipient’s incapacity.

“Regulation 1.409A”, or any subsection thereof, means section 1.409A or such subsection of the Regulations, including without limitation any proposed, amended or successor Regulation thereto after the date of adoption of the Plan.

“Regulations” means the regulations, including without limitation proposed regulations, promulgated by the Internal Revenue Service pursuant to the Code.

“Related Company” means the Company, its parent (if any) and any present or future subsidiaries of the Company.

“Reorganization” has the meaning given it in Section ‎13(a).

“Restricted Stock” means awards of, or opportunities to purchase, shares of Common Stock of the Company.

“Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.

“Rule 701” means Rule 701 under the Securities Act.

“Separation” means cessation of the Recipient’s Business Relationship.

“Separation Date” means the date of Separation.

“Shareholder Agreement” has the meaning given it in Section ‎12(b).

“Vest”, “Vested”, and “Unvested” have the meanings given them in Section ‎8.

19.Effective Date and Duration of the Plan.

(a)Effectiveness; Shareholder Approval.

(i)The Plan shall become effective when adopted by the Board, provided that, with respect to the Award of ISOs, the Plan must also have been approved by the shareholders of the Company within twelve (12) months prior to such adoption by the Board, or be so approved by the shareholders within twelve (12) months following adoption by the Board.

(ii)Amendments to the Plan not requiring shareholder approval under Applicable Laws or the terms of the Plan shall become effective when adopted by the Board.

(iii)Amendments to the Plan requiring shareholder approval shall become effective when adopted by the Board, subject to the consequences set forth in Section ‎20(b) if shareholder approval is not obtained within twelve (12) months of adoption by the Board.

(b) Termination.

Unless sooner terminated as provided elsewhere in the Plan, the Plan shall terminate upon the close of business on the day next preceding the tenth anniversary of the date of its adoption by the Board. Awards outstanding on such date shall continue to have force and effect in accordance with the provisions of the instruments evidencing such Awards.

20.AMENDMENT.

(a)Amendment. The Board may at any time, and from time to time, modify or amend the Plan in any respect, except as otherwise expressly provided in the Plan; provided, however, that if at any time the approval of the shareholders of the Company is required under the Code with respect to ISOs, or is required under federal securities laws applicable to the Company, the Board may not effect such modification or amendment without such approval.

(b)Effect of Failure to Obtain Shareholder Approval.

(i)Subject to the limitation in this Section ‎20(b), Awards may be granted under the Plan at any time after the effective date and before the termination date of the Plan.

(ii)If shareholder approval of the Plan (or any amendment required to be approved by shareholders) is not obtained within any required period specified in Section ‎19, then any Awards previously granted under the Plan (or pursuant to the amendment, as the case may be) shall not vest and shall terminate and shall be null and void and no Awards shall be granted thereafter under the Plan (or pursuant to the Amendment, as the case may be) and any Option exercised or other securities purchased hereunder (or pursuant to the Amendment, as the case may be) before shareholder approval is obtained shall be rescinded.

(c)Amendment of Awards. The Board may amend outstanding Award Agreements in a manner not inconsistent with the Plan, and the Recipient's consent to such action shall not be required unless the Board determines that the action would materially and adversely affect the Recipient. Without limiting the foregoing, without the consent of the Recipient, the Board shall have the right to amend or modify (i) the terms and provisions of the Plan and of any outstanding ISO granted under the Plan to the extent necessary to qualify any or all such Options for such favorable federal income tax treatment (including deferral of taxation upon exercise) as may be afforded incentive stock options within the meaning of Section 422 of the Code or non-qualified stock options exempt from the application of Section 409A of the Code, and (ii) the terms and provisions of the Plan and of any outstanding Option to the extent necessary to ensure the qualification of the Plan under Rule 16b-3.

More generally, the Board reserves the right, to the extent it deems necessary or advisable in its sole discretion, to alter or modify the Plan and any outstanding Awards under the Plan, without the consent of the Recipients, so as to ensure that all Awards and Award Agreements provided to Recipients who are subject to U.S. income taxation either qualify for an exemption from the requirements of Section 409A of the Code or are structured in a manner that complies with those requirements.

21. Notices.

All notices under the Plan or an Award Agreement shall be delivered by hand, sent by commercial overnight courier service or sent by registered or certified mail, return receipt requested, and first-class postage prepaid, if to Company to its principal executive offices, attention: Corporate Secretary, and if to a Recipient, to the address of the Recipient on the Company's records, or at such other address as may be designated in a notice by either party to the other. Notwithstanding the foregoing, any notice sent to such an address in a country other than that from which the notice is sent may be sent by fax or commercial air courier.

EX-4.4

Exhibit 4.4

CERTIFICATION OF DESIGNATION

OF

AMERICAN DOCTORS ONLINE, INC.

Pursuant to Section 151(g) of the

Delaware General Corporation Law

______________________________________

SERIES B CONVERTIBLE REDEEMABLE PREFERRED STOCK

On behalf of American Doctors Online, Inc., a Delaware corporation (the “Corporation”), the undersigned hereby certifies that the following resolution has been duly adopted by the board of directors of the Corporation (the “Board”):

RESOLVED, that, pursuant to the authority granted to and vested in the Board by the provisions of the Certificate of Incorporation of the Corporation, as amended, (the “Certificate of Incorporation”), out of the fifteen million (15,000,000) shares of preferred stock par value $.01 per share (“Preferred Stock”) as authorized by Article Fourth of the Certificate of Incorporation, the Corporation hereby designates Series B Convertible Redeemable Preferred Stock (“Series B Preferred Stock”) consisting of five million (5,000,000) shares, which series shall have the following powers, designations, preferences and relative participating, optional and other special rights, and the following qualifications, limitations and restrictions:

The specific powers, preferences, rights and limitations of the Series B Preferred Stock are as follows:

1.Designation; Rank. This series of Preferred Stock shall be designated and known as “Series B Convertible Redeemable Preferred Stock.” The number of shares constituting the Series B Convertible Redeemable Preferred Stock shall be five million (5,000,000) shares. The Series B Convertible Redeemable Preferred Stock and any accrued and unpaid dividends thereon shall, with respect to rights on liquidation, winding up and dissolution, rank senior to the common stock, par value $0.01 per share (the “Common Stock”) issued and outstanding of the Company and the Series A Preferred Stock (“Series A Preferred Stock”) issued and outstanding.

2.Dividends. The holders of shares of Series B Convertible Redeemable Preferred Stock are entitled to receive an annual dividend at the rate of eight percent (8%) per annum out of funds legally available for such purposes. Payment of the dividend shall be made as declared by the Board of Directors. Unpaid dividend shall accrue but not be cumulative. Such dividend can be paid in cash or in the issuance of additional Series B Preferred Shares.

3.Liquidation Preference.

(a)In the event of any dissolution, liquidation or winding up of the Corporation (a “Liquidation”), whether voluntary or involuntary, the Holders of Series B Preferred Stock shall rank senior in any distribution out of the assets of the Corporation to the holders of the Common Stock and series A Preferred Stock.

(b)A sale of all or substantially all of the Corporation’s assets or an acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, a reorganization, consolidated or merger) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Corporation (a “Change in Control Event”), shall not be deemed to be a Liquidation for purposes of this Designation.

4.Conversion of Series B Convertible Redeemable Preferred Stock. The Holder(s) of Series B Preferred Stock shall have conversion rights as follows:

(a)Mandatory Conversion. Each share of Series B Convertible Redeemable Preferred Stock shall automatically convert (the “Mandatory Conversion”) and without the payment of additional consideration by the Holder thereof, into shares of Common Stock on the Mandatory Conversion Date (as hereinafter defined) at a conversion rate of seventy-five percent (75%) of the price of the Common Stock sold in any non- affiliated equity transaction (the “Equity Price”).The Mandatory Conversion Date shall be the date that the five (5) day weighted average trading price of the Common Stock exceeds 110% of the Equity Price.

(b)Holder(s) Conversion Rights. At any time, or upon receipt of a Redemption notice by the Company, the Holder will have twenty (20) days to elect to convert the Series B Preferred Stock into Common Stock at a price per share equal to a twenty-five percent (25%) discount to the Common Stock price per share paid by any non-affiliated investor in a subsequent financing to the Series B Preferred Stock.

(c)Mechanics of Mandatory and Optional Conversion. To effect the optional conversion of shares of Series B Preferred Stock in accordance with Section 4(b) of this Designation, any Holder of record shall make a written demand for such conversion (for purposes of this Designation, a “Conversion Demand”) upon the Corporation at its principal executive offices setting forth therein (i) the certificate or certificates representing such shares, and (ii) the proposed date of such conversion, which shall be a business day not more than twenty (20) days after the date of such Conversion Demand (for purposes of this Designation, the “Optional Conversion Date”). Within five days of receipt of the Conversion Demand, or the occurrence of the mandatory Conversion Date, the Corporation shall give written notice (for purposes of this Designation, a “Conversion Notice”) to the Holder setting forth therein (i) the address of the place or places at which the certificate or certificates representing any shares not yet tendered are to be converted are to be surrendered; and (ii) whether the certificate or certificates to be surrendered are required to be endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and, if so, the form of such endorsement or power or other instrument of assignment. The Conversion Notice shall be sent by first class mail, postage prepaid, to such Holder at such Holder’s address as may be set forth in the Conversion Demand or, if not set forth therein, as it appears on the records of the stock transfer agent for the Series B Preferred Stock, if any, or, if none, of the Corporation. On or before the Optional Conversion Date, each Holder of the Series B Preferred Stock so to be converted shall surrender the certificate or certificates representing such shares, duly endorsed for transfer or accompanied by a duly executed stock power or other instrument of assignment, if the Conversion Notice so provides, to the Corporation at any place set forth in such notice or, if no such place is so set forth, at the principal executive offices of the Corporation. As soon as practicable after the Optional Conversion Date and the surrender of the certificate or certificates representing such shares, the Corporation shall issue and deliver to such Holder, or its nominee, at such Holder’s address as it appears on the records of the stock transfer agent for the Series B Preferred Stock, if any, or, if none, of the Corporation, a certificate or certificates for the number of whole shares of Common Stock issuable upon such conversion in accordance with the provisions hereof.

(d)No Fractional Shares. No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Series B Preferred Stock. In lieu of any fractional share to which the Holder would be entitled but for the provisions of this Section 4(c) based on the number of shares of Series A Convertible Preferred Stock held by such Holder, the Corporation shall issue a number of shares to such Holder rounded up to the nearest whole number of shares of Common Stock. No cash shall be paid to any Holder of Series B Preferred Stock by the Corporation upon conversion of Series B Preferred Stock by such Holder.

(e)Reservation of Stock. The Corporation shall at all times when any shares of Series B Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series B Preferred Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all outstanding shares of the Series B Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

(f)Stock Dividends, Splits, Combinations and Reclassifications. If the Corporation shall (i) declare a dividend or other distribution payable in securities, (ii) split its outstanding shares of Common Stock into a larger number, (iii) combine its outstanding shares of Common Stock into a smaller number, or (iv) increase or decrease the number of shares of its capital stock in a reclassification of the Common Stock including any such reclassification in connection with a merger, consolidation or other business combination in which the Corporation is the continuing entity (any such corporate event, an “Event”), then in each instance the Conversion Rate shall be adjusted such that the number of shares issued upon conversion of one share of Series B Preferred Stock will equal the number of shares of Common Stock that would otherwise be issued but for such Event.

(g)Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Rate pursuant to Section 4 of this Designation, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and cause its principal financial officer to verify such computation and prepare and furnish to each Holder of Series B Preferred Stock a certificate setting forth such adjustment or readjustment and setting forth in reasonable detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any Holder of Series B Preferred Stock, furnish or cause to be furnished to such Holder a like certificate setting forth: (i) such adjustments and readjustments; (ii) the Conversion Rate in effect at such time for the Series B Preferred Stock; and (iii) the number of shares of Common Stock and the amount, if any, of other property that at such time would be received upon the conversion of the Series B Preferred Stock.

(h)Issue Taxes. The converting Holder shall pay any and all issue and other non-income taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of shares of Series B Preferred Stock.

5. Redemption.

(a) Corporation’s Redemption Option. Upon the second anniversary of the initial Issuance Date, and for 12 months thereafter, the Corporation shall have the right, at the Corporation’s option, to redeem all or a portion of the shares of Series B Preferred Stock, at a price per share (the “Corporation Redemption Price”) equal to 150% of the Original Series B Issue Price (adjusted to cover the repayment of any accrued but unpaid Dividends.

(b) Early Redemption. Upon the first anniversary of the initial Issuance Date, and for 12 months thereafter, the Corporation shall have the right, at the Corporation’s option, to redeem all or a portion of the shares of Series B Preferred Stock, at a price per share equal to 125% of the Original Series B Issue Price (adjusted to cover the repayment of any accrued but unpaid Dividends).

(c) Mechanics of Redemption. If the Corporation elects to redeem any of the Holders’ Series B Preferred Stock then outstanding, it shall do so by delivering written notice thereof via facsimile and overnight courier (“Notice of Redemption at Option of Corporation”) to each Holder, which Notice of Redemption at Option of Corporation shall indicate (A) the number of shares of Series B Preferred Stock that the Corporation is electing to redeem and (B) the Corporation Redemption Price.

(d) Payment of Redemption Price. Upon receipt by any Holder of a Notice of Redemption at Option of Corporation, such Holder shall promptly submit to the Corporation such Holder’s Series B Preferred Stock certificates. Upon receipt of such Holder’s Series B Preferred Stock certificates, the Corporation shall pay the Corporation Redemption Price to such Holder.

6.Voting. The holders of Series B Preferred Stock shall have the right to cast votes for each share of Series B Preferred Stock held of record, on as-converted basis (pursuant to the Conversion terms defined herein) on all matters submitted to a vote of holders of the Corporation’s common stock, including the election of directors, and all other matters as required by law. There is no right to cumulative voting in the election of directors. The holders of Series B Preferred Stock shall vote together with all other classes and series of common stock of the Corporation as a single class on all actions to be taken by the common stock holders of the Corporation except to the extent that voting as a separate class or series is required by law.

IN WITNESS WHEREOF the undersigned has signed this Designation this __ day of February 2014.

AMERICAN DOCTORS ONLINE,  Inc.
By:	______________________
	Name: Brian Lane Title: CEO

EX-10.1

Exhibit 10.1

American Doctors Online, Inc.

200 Mill Road, Suite 350

Fairhaven, MA 02719

508 999 1100

May 7, 2011

Brian G. Lane

22 Beaver Dam Road

Killingworth, CT, 06419

Dear Mr. Lane:

ADOL, Inc. (the “Company”) is pleased to offer you employment on the following terms:

1.Position. Your title will be the Chief Executive Officer for ADOL. This is a full-time position. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

2.Base Salary. Beginning as of June 20, 2011, the Company will pay you a starting salary at the rate of $152,500.00 per year, payable on an every other week basis. This salary will be subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time.

3.Employee Benefits. In addition to your salary, and stock options outlined herein, the company shall pay upwards of $28,000.00, annually in insurance benefits. You shall work with the CFO and HR staff at the company to create a package of life, health, vision, dental, or similar coverage.  The Company commits to paying the first $28,000.00, of premiums for said policies. You shall also have the option of opting out and purchasing insurance on your own.  If you opt out, the company shall tender said amount, less any required taxes.  In addition, you will be entitled to three weeks vacation, (accrued in increments per week) and one week continuing education (accrued upon execution of this agreement), in accordance with the Company’s vacation policy, as in effect from time to time. Upon your one year anniversary, vacation shall be increased to from three to four weeks per year.  The company shall provide you with upwards of five (5) sick days a year.  The sick days are not accumulative, and cannot be rolled over. Additionally, the company shall pay up to $2,000.00 a year for Continuing education. The candidate shall use said CE funds at his discretion; however, the Company reserves the right to inspect documents to ensure that the CE funds are used for its intended purpose.  The Company shall pay for your mobile phone and provide a lap top computer, sufficient for the intended functions necessary for the CEO's role, responsibilities, and requirements.

4.Business Expenses. The Company shall reimburse you for approved, business- related, travel, entertainment and other expenses incurred or paid by you in connection with the performance of your duties, responsibilities and services under this Agreement.  To assist with your family life, the Company has secured, at its expense accommodations at the nearby Fairhaven, Hampton Inn.  Said reservations include at least a room with a double bed for two nights each week, for 48 weeks out of the first year that this agreement is in place.  The funds are paid to the hotel, and cannot be segregated.    The Company shall compensate you up to $1,250.00/year for gas consumption.  The CFO shall remit payment to you as follows, a check for $625.00, after 3 months of employment and another check for $625.00, after the ninth month of employment.   You shall meet with the Chairman of the Board, at the end of the first year to discuss amending this section of the contract. 

5.  Stock Options. Upon execution of this agreement, and upon your start of employment on or before June 20, 2011, you will be granted an option to purchase 620,000 shares of the Company’s Common Stock. This figure equates to slightly more than the 10% of the shares issued to date on the current corporate ledger. You shall also receive an additional offering upon the finalization of a compensation analysis of the current management team that is currently underway. It is expected that the Management team shall receive options to purchase shares of the Company’s Common Stock. At the conclusion of that process, you shall receive a representative amount of options equal to ten percent of the options issued to the Management Team. The exercise price per share will be equal to the fair market value per share determined by Axiom Valuation Services, and as validated and voted upon by the Board of Directors. The valuation process is underway and it expected to be completed within the next thirty (30) to sixty (60) days. The options will be subject to the terms and conditions applicable to options granted under the Company’s stock plan, as described in the applicable stock option agreement. Your options will vest over a period of four years from the date of grant, with the initial 25% vesting at the end of one year, and an additional 2.0833% of the option will become exercisable per month for each month of employment with the Company, as described in the applicable Stock Option Agreement.

If the Company is subject to a Change in Control before your service with the Company terminates and you are subject to an Involuntary Termination within 12 months after that Change in Control, then your option will be deemed to be fully vested.

“Involuntary Termination” means either (a) involuntary discharge by the Company for reasons other than Cause or (b) voluntary resignation following any of the following events, if such event occurs without your consent: (i) a change in your position with the Company that materially reduces your level of authority or responsibility, (ii) a reduction in your base salary by more than 10%, unless such reduction is made in connection with a commensurate reduction in the compensation of employees of the Company generally, or (iii) receipt of notice that your principal workplace will be relocated more than 100 miles.

In the event of an "Involuntary Termination" event, as described in the Paragraph immediately above, you shall be eligible for Severance Pay. In the event of an "involuntary Termination" event, the company shall tender to you three months base salary, payable in the standard payroll time frames. Additionally, as mandated by Federal law, continue health care insurance, with the company, with the insurance premiums deducted from the aforementioned base salary. The Executive agrees that after the Termination Date, but prior to payment of the severance pay and bonus called for by this paragraph, he shall execute a release, based on the Company's standard form severance agreement, of any and all claims he may have against the Company and its officers, employees, directors, parents and affiliates. Executive understands and agrees that the payment of the severance pay and bonus called for by this paragraph are contingent on his execution of the previously described release of claims. In addition, in the event of an "Involuntary Termination," the Company agrees that Stock Options, as described in Paragraph 5, shall vest in accordance to the following schedule:

If the "Involuntary Termination" occurs within on year of the execution of this agreement, you shall be entitled to receive 35% of the total Stock Options as outlined in Paragraph No. 5, above. Said Options shall vest immediately upon the execution by you of the standard release of claims form.

If the "Involuntary Termination" occurs within two years of the execution of this agreement, you shall be entitled to receive 65% of the total Stock Options as outlined in Paragraph No. 5, above. Said Options shall vest immediately upon the execution by you of the standard release of claims form.

If the "Involuntary Termination" occurs any time after 24 months after the execution of this agreement, you shall be entitled to receive 100% of the total Stock Options as outlined in Paragraph No. 5, above. Said Options shall vest immediately upon the execution by you of the standard release of claims form.

“Cause” means (a) an unauthorized use or disclosure of the Company’s confidential information or trade secrets, which use or disclosure causes, or could reasonably be expected to cause, material harm to the Company, (b) a material breach of any agreement between you and the Company, (c) a material failure to comply with the Company’s written policies or rules, (d) conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state thereof, (e) gross negligence or willful misconduct in the course of performing service for the Company or (f) a continued failure to perform reasonably assigned duties after receiving written notification of such failure from the Company’s Board of Directors. Any termination for "Cause" shall not trigger the "Severance" language above.  Stock Options that have not to date been fully vested shall not vest.

This section of the agreement is considered material to the contract and shall survive termination of the contract.

6.Bonus /Incentive/Performance Assessment/Goal setting: ADOL currently has negotiated agreements to provide services at twenty skilled nursing facilities in the Commonwealth of Massachusetts. The main thrust of the CEO’s role shall be growing the company. As such, for each new SNF contract entered into and operational, (from the prior CEO/Chairman bi-annual meeting), the CEO shall receive an additional $1,000.00 to his annual salary. This figure will be based on an assessment to be completed between the Chairman of the Board and the CEO every other month. The CEO and the Chairman of the Board shall meet as near as possible to the first week in the applicable month to assess the number of new SNFs, contracted with and operational. Additionally, the Chairman of the Board, acting with the full authority of the Board, and in a capacity that the CEO can reasonably rely upon, will identify specific goals and objectives for the next six months and next 12 months. The salary will then be adjusted accordingly and effective until the next meeting. Any salary adjustment shall occur not sooner than the initial monthly installment from the new contracted SNF(s) has been received from ADOL.  (The salary under this agreement shall increase to a level of no more than $400,000.00 In addition to the salary, if the CEO increases the number of SNFs, under contract and operational, by fifty, (as determined jointly by the Chairman of the Board and the CEO at the above bi-annual meetings) the CEO shall be entitled to an additional 50,000 stock options, at the then known strike price. This process shall also apply to additional increments of fifty SNFs.

In addition to the SNF service line, ADOL’s intellectual property includes telemedicine in numerous services. The company seeks to incentivize you to expand the business, and increase overall profitability for the shareholders. To that end, you shall receive a 3% bonus of all new sales revenues (after received and confirmed by ADOL’s CFO). Assessing whether you qualify for said bonus shall be determined at the every other month meeting outline in Paragraph No. 6, directly above.  This incentive can be adjusted up or down in accordance with the findings of said meeting.

7.Proprietary Information and Inventions Agreement. Like all Company employees, you will be required, as a condition of your employment with the Company, to sign the Company’s Confidentiality Agreement.  You agree that any information or intellectual property originating out of your employment shall be the property of the Company. You agree to adhere to the terms of said Confidentiality Agreement and shall not use information obtained through your employment to compete with the Company for at least two years after termination of this agreement. This section is considered material and shall survive termination of this contract.

8.Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this offer. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you, the Chairman of the Board, and as approved by the Company’s Board of Directors.  

9.Outside Activities. While you render services to the Company, you agree that you will not engage in any other employment, consulting or other business activity without the prior written consent of the Company. While you render services to the Company, you also will not assist any person or entity in competing with the Company, in preparing to compete with the Company or in hiring any employees or consultants of the Company.

10.Withholding Taxes. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

11.Entire Agreement. This letter agreement supersedes and replaces any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company.

12.Arbitration/Governing Law: You and the Company agree to waive any rights to a trial before a judge or jury and agree to arbitrate before a neutral arbitrator any and all claims or disputes arising out of this letter agreement and any and all claims arising from or relating to your employment with the Company, including (but not limited to) claims against any current or former employee, director or agent of the Company, claims of wrongful termination, retaliation, discrimination, harassment, breach of contract, breach of the covenant of good faith and fair dealing, defamation, invasion of privacy, fraud, misrepresentation, constructive discharge or failure to provide a leave of absence, or claims regarding commissions, stock options or bonuses, infliction of emotional distress or unfair business practices.

The arbitrator’s decision must be written and must include the findings of fact and law that support the decision. The arbitrator’s decision will be final and binding on all parties. The arbitrator may award any remedies that would otherwise be available to the parties if they were to bring the dispute in court. The arbitration will be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association; provided, however that the arbitrator must allow the discovery that the arbitrator deems necessary for the parties to vindicate their respective claims or defenses. The arbitration will take place in Massachusetts.  Interpretation of this agreement, any dispute arising out of same, shall be in accordance with Massachusetts law.

You and the Company will share the costs of arbitration equally. Both the Company and you will be responsible for your own attorneys’ fees, and the arbitrator may not award attorneys’ fees unless a statute or contract at issue specifically authorizes such an award.

This arbitration provision does not apply to (a) workers’ compensation or unemployment insurance claims or (b) claims concerning the validity, infringement or enforceability of any trade secret, patent right, copyright or any other trade secret or intellectual property held or sought by either you or the Company (whether or not arising under the Proprietary Information and Inventions Agreement between you and the Company). This section shall survive the termination of this agreement and is considered a material term of this agreement. 

 13. Miscellaneous:

a.  Cooperation in Litigation

In good faith, the parties agree to assist, to the extent possible by law, in any litigation jointly filed, filed against both parties, or filed against one of the parties. This section shall survive the termination of the agreement.  If the CEO is required to testify on behalf of the company, (as decided exclusively by company counsel) after he is no longer an employee of said company, the company agrees to pay the CEO $100/hour for time spent with company counsel in preparing for testimony and testifying.  

b. Compliance with Law:

In addition to the obligations of the parties to comply with applicable federal, state and local laws, both parties acknowledge and agree that they may be subject to certain federal and state laws governing the referral of patients which are in effect, or might now be in effect during the term of this agreement and the parties agree to Unit information and assist in full compliance of the same.

The undersigned also agrees to comply with the terms and conditions expressed in the Corporation’s Compliance Manual, the Code of Conduct, and other related  policies and procedures.

c.  Disclosure of Ownership Interests in Other Businesses and Conflicts of Interests:

The parties intend to comply with all Federal and State laws, rules, guidelines, and regulations. Due to the Federal Law, the candidate shall provide to the company a full and complete lists of and and all other entities that he/she and/or any immediate family member might have an ownership interests (5% or greater) that could possibly be a referral source, or an entity that ADOL, or PDR (the entity contracted with ADOL to provide medical care) might refer a patient to for designated health services, in to permit ADOL the opportunity to ensure that steps are taken to ensure that self-referral laws are adhered to.

The parties agree to inform each other of any conflict of interests that might exist prior to the time that the same shall occur. A business conflict of interests will not serve as a defacto termination of this agreement; rather the parties shall take efforts to ensure that full disclosure occurs and that proper and sound business decisions and practices are adhered to by all parties at all times.

d.   Notice:

Written notice required under this agreement shall be delivered personally, or sent certified mail, return receipt requested to the other party at the following location:

Brian G. Lane

22 Beaver Dam Road

Killingworth, CT, 06419

American Doctors Online, Inc. 

200 Mill Road, Suite 350

Fairhaven, MA 02719

Notice takes effect when received by the other party, or the date on which the Certified Mail receipt is dated.

e.  Severability:

The provisions of this contract shall be deemed severable and if any portion shall be deemed valid, illegal, or unenforceable for any reason, the remainder of this Agreement shall be deemed to continue in effect and binding upon the parties.

f.  Counterparts:

This Contract may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same document.

g.  Waiver:

Waiver of any terms and conditions of this Agreement must be in writing, and signed by all parties. A proposed waiver of any term or condition hereof shall not be construed as a waiver unless the parties expressly authorize the same in writing. Implied waivers are not valid in this Contract. A waiver of any term or condition shall not be construed as a waiver of any other term or condition.

h.  Force Majeure:

Neither party shall be liable nor deemed to be in default for any delay or failure in performance under this Contract for any delay or failure in performance deemed resulting directly, or indirectly from: Acts of God, including, but not limited to, acts of civil or military authorities, acts of war, fire, explosions, earthquakes, floods, failure of transportation, machinery, or supplies, vandalism, strikes or other work interruptions, beyond the reasonable control of either party. Both parties shall, however, make good faith efforts to perform under this Agreement, in the event of such a circumstance.

i.  Cooperation:

Each party agrees to promptly perform and further acts and to execute, acknowledge and deliver any documents which may be reasonably necessary to carry out the provisions of this Agreement or affect its purposes.

j.   Entire Agreement:

With the exception of the documents expressly stated within this agreement, the parties represent that this writing constitutes the entire agreement between the parties, and that it shall supersede any and all other agreements, written or oral, heretofore made by the parties. Both parties agree that they have had the opportunity to have this agreement reviewed by counsel of their choice, and knowingly enter into this agreement. The parties warrant that neither party has made or relied upon any representation from the other in entering into this agreement and that their executing the same is their free deed and act.

We hope that you will accept our offer to join the Company. You may indicate your agreement with these terms and accept this offer by signing and dating both the enclosed duplicate original of this letter agreement and returning it to me. To protect the Company, your employment with the Company is contingent upon your providing legal proof of your identity and authorization to work in the United States.

If you have any questions, please call me.

 

EX-10.2

Exhibit 10.2

American Doctors Online, Inc.

200 Mill Road, Suite 350

Fairhaven, MA  02719

Brian G. Lane October 8, 2013

22 Beaver Dam Road

Killingworth, CT, 06419

Dear Brian:

American Doctors Online, Inc. (the “Company) would like to memorialize and confirm the status of your employment, compensation and other matters as Chief Executive Officer of the Company. As you are aware the board of directors of the Company has agreed to issue you shares of common stock in exchange for the cancellation of options to purchase shares of common stock you were granted pursuant to your employment agreement (the “Initial Employment Agreement”). The Company will promptly recommend to the Board to confirm and authorize the issuance of two million (2,000,000) shares of common stock. The company would also like to extend the terms of your contract through December 31, 2013 with the same salary and health benefits as stated in the Initial Employment Agreement.

Additionally, the Company will immediately begin negotiations with you regarding your continued employment as CEO of the company. We expect your base annual salary to be $250,000. The agreement will also include participation in any equity plans, health benefits (family), vacation terms as well as other matters that we will negotiate in good faith.

Please confirm and acknowledge the above by signing below.

EX-10.3

Exhibit 10.3

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is made and entered into as of the   28th   day of October 2013 by and between American Doctors Online, Inc., a Delaware corporation (the “Company”) and Mr. Brian Lane (the “Executive“).

WITNESSETH

WHEREAS, the Company and Executive desire that Executive provide the Company employment services upon the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties, intending to be legally bound, agree as follows:

AGREEMENT

1. Employment

1.1 Effective Date. Executive’s employment by the Company pursuant to this Agreement will commence on January 1, 2014 (the “Effective Date“).

1.2 Term of Employment. Executive’s employment by the Company pursuant to this Agreement will be for a period of two years (the “Term” of the Agreement). In the final year of the Term, the parties shall discuss and negotiate in good a possible extension of the Term. The parties may extend the Term from time to time by mutual agreement. Notwithstanding the foregoing, the Executive‘s employment may be terminated pursuant to Section 3 of this Agreement.

1.3 Duties of Executive. The Board of Directors (“Board“) has appointed Executive to the office of Chief Executive Officer. Executive will have and fulfil such duties and responsibilities as may be established by the Board in its sole discretion. Executive will devote substantially all of his working time, attention, and energy to the Company’s business and will not during the Term of this Agreement engage in any outside business or other activity unrelated to serving the Company’s interest (other than wholly civic or charitable activities), unless he receives prior approval for such activities from the Board or a committee thereof, which shall not be unreasonably withheld. Executive will fulfil his duties and responsibilities as described in this section in a reasonable and appropriate manner in light of the Company’s policies and practices as reasonably established by the Company and the laws and regulations which apply to the Company’s operation and administration.

1.4 Location. Executive shall perform his duties at the Company’s headquarters in Massachusetts, his home office or at any alternate location(s) as may reasonably be required pursuant to the duties set forth herein, and as may be directed from time to time by the Board or a committee thereof; or by the CEO of the Company.

2. Compensation and Benefits

2.1 Salary and Bonus. Commencing in January 2014, the Company will pay the Executive at an annual rate of $250,000. Thereafter the salary will be as set by the Board, and the Executive shall be eligible for quarterly bonuses pursuant to an incentive compensation plan that will be devised by the Board or by its compensation committee.

2.3 Vacation and Benefits. Executive shall be provided three weeks of vacation annually and other benefits at a level consistent with that provide to other senior executives of the Company.

2.4 Business Expenses. Executive shall be entitled to reimbursement for all reasonable business related expenses incurred by Executive at the request of or on behalf of the Company, upon the submission of adequate documentation of such expenses and subject to the Company’s policies and procedures.

3. Termination

3.1 Termination. This Agreement and Executive’s employment with the Company shall terminate as follows:

a. By the Company.

i. For Good Cause. The Company may terminate this Agreement and Executive’s employment with the Company at any time for Good Cause (“Good Cause Termination“). For purposes of this Agreement, the term “Good Cause“ shall mean: (i) unauthorized use or disclosure of the Confidential Information or Trade Secrets of the Company; (ii) any material breach of this Agreement (including Sections 4 and 5) (iii) conviction of, or plea of “guilty“ or “no contest“ to, a felony under the laws of the United States or any state thereof; (iv) misappropriation of the assets of the Company or other acts of dishonesty which have a material adverse effect on the Company or its assets; (v) for repeated wilful misconduct or gross negligence in the performance of duties assigned to the Executive under this Agreement after having received a written notice of such misconduct or gross negligence from the Board or a committee thereof; (vi) failure to perform reasonable duties assigned to the Executive under this Agreement for a period of thirty (30) continuous days following the receipt of written notice of such failure to perform from the Company; or (vii) failure to comply with the Company’s published policies or rules, as they may be in effect from time to time during the term of the Executive‘s employment and which are consistent with this Agreement for a period of thirty (30) continuous days following the receipt of written notice of such failure to comply from the Board or a committee thereof.

ii. By Company Notice. The Company may immediately terminate this Agreement and Executive’s employment with the Company at any time for any reason not included in the definition of Good Cause by giving Executive written notice of such termination (“Company Notice Termination“). Such written notice will contain the effective date of the termination and requires a notice period of two weeks (14 days). During the notice period, Executive will be compensated with base salary and bonus with continuation of all benefits but is required to use any unused vacation time.

b. Death or Disability. This Agreement and Executive‘s employment with the Company will terminate immediately upon the death or Total Disability of Executive (“Death or Disability Termination“). The term “Total Disability“ for purposes of this Agreement shall mean that Executive has been unable to perform his essential duties and responsibilities (even with reasonable accommodation) under this Agreement for a period of three (3) consecutive months during the Term of this Agreement by reason of Executive‘s mental or physical disability.

c. By Executive.

i. For Good Reason. Executive may terminate this Agreement and his employment by the Company at any time for Good Reason (“Good Reason Termination“). The term “Good Reason“ for purposes of this Agreement means the Company‘s failure to comply in any material respect with the terms of this Agreement, which failure is not corrected by the Company within thirty (30) days after receiving written notice of such failure from Executive.

ii. By Executive Notice. Executive may terminate this Agreement and Executive’s employment with the Company for any reason not included in the definition of Good Reason by giving the Company two weeks (14 days) prior written notice of such termination (“Executive Notice Termination“).During the notice period, Executive will be compensated with base salary and with continuation of all benefits but is required to use any unused vacation time.

3.2 Results of Termination.

a. Good Cause Termination and Executive Notice Termination. If this Agreement and Executive‘s employment with the Company are terminated (i) by Good Cause Termination or (ii) by Executive Notice Termination, Executive‘s compensation and benefits hereunder will terminate effective as of the date his employment so terminates; provided, however that Executive shall be entitled to receive any accrued but unpaid salary and any accrued but unused vacation and sick leave. After such termination, Executive will be eligible to receive only whatever benefits are payable as of the date of his termination under the terms of the benefit plans or programs, if any, in which Executive was participating.

b. Company Notice Termination and Good Reason Termination. If this Agreement and Executive‘s employment with the Company are terminated by Company Notice Termination or for Good Reason Termination, the Company will pay Executive his regular salary until the later of (i) the end of the Term, and (ii) the date six months from the date of the termination of Executive’s employment and shall provide health insurance coverage through the end of the Term.

c. Death or Disability Termination. If this Agreement and Executive‘s employment with the Company are terminated by Death or Disability Termination, the Company will pay Executive (or his estate) compensation in the same amount and for the same period as called for in paragraph (b) above in the case of Company Notice Termination or for Good Reason Termination.

4. Trade Secrets and Confidential Information

4.1 Acknowledgment. Executive acknowledges that during the course of his employment with the Company he will receive and will have access to Confidential Information and Trade Secrets of the Company, as defined hereinafter, including but not limited to confidential and secret business and marketing plans, technical data, strategies, and studies, detailed customer and/or client lists and information relating to the operations and business requirements of those customers and/or clients. Accordingly, Executive is willing to enter into the covenants contained in this Agreement in order to provide the Company with what he considers to be reasonable protection for its interests.

4.2 Trade Secrets.

a. The term “Trade Secret“ as used in this Agreement means information including, but not limited to, technical or non-technical data,, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers, which is intended for use in a trade or business and is not commonly known by or available to the public and which information:

i. derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and

ii. is the subject of reasonable efforts by the Company to maintain its secrecy or confidentiality.

b. In consideration of the Company’s employment of Executive pursuant to this Agreement, Executive agrees and covenants that, both during his employment by the Company and after the termination of his employment, Executive will not directly or indirectly use or disclose (whether on his own behalf or on behalf of any other person, corporation, partnership, venture, or any other entity or form of business), except as authorized by the Company in connection with the performance of Executive‘s duties, any Trade Secret that Executive may have or acquire during the Term of this Agreement for so long as the such information remains a Trade Secret.

4.3 Confidential Information.

a. The term “Confidential Information” as used in this Agreement means any secret, confidential, or proprietary information of the Company, including information received by the Company or Executive from any customer or client or potential customer or client of the Company, not otherwise included in the definition of Trade Secret. The term Confidential Information does not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right of the Company or customer or client to which such information pertains or otherwise enters the public domain through no fault of Executive.

b. In consideration of the Company‘s employment of Executive pursuant to this Agreement, Executive agrees that, during his employment by the Company and for a period of three years after termination of his employment, Executive will not directly or indirectly use or disclose (whether on his own behalf or on behalf of any other person, corporation, partnership, venture, or any other entity or form of business), except as authorized by the Company in connection with the performance of Executive‘s duties, any Confidential Information that Executive may have or acquire (whether or not developed or compiled by Executive and whether or not Executive bas been authorized to have access to such Confidential Information) during his employment with the Company. This Section 4.3(b) shall not apply to any Confidential Information (i) that the Company has agreed in writing that Executive may disclose, subject to the terms of the Company‘s agreement, or (ii) that Executive is required to disclose by law; provided, however, Executive shall give the Company reasonable notice prior to such disclosure.

Executive understands and agrees that nothing contained herein shall be deemed a waiver, modification, or limitation of any rights the Company may have under applicable federal, state, or local laws relating to the protection of trade secrets or confidential information.

5. Protective Covenants

5.1 Acknowledgment. The Company is primarily engaged in the business of developing and marketing services that relate to telemedecine (the “Company’s Business”). The Company anticipates engaging in the Company‘s Business throughout the United States (the “Territory”). Executive acknowledges that as a result of his senior management position, Executive‘s duties and responsibilities under this Agreement will span throughout the Territory. Executive further acknowledges that the Company‘s customer and/or client contacts and relations are established and maintained at great expense and that Executive will, by virtue of his employment with the Company, have unique and extensive exposure to and personal contact with the Company’s customers and/or clients and that he will be able to establish a unique relationship with those customers and/or clients. Executive acknowledges that the Company also has a legitimate interest in protecting its valuable Confidential Information and Trade Secrets, to which Executive will have access. Finally, Executive acknowledges that due to the highly technical nature of the Company‘s Business and due to his special knowledge, training, and experience, the services he will provide the company are unique and extraordinary and that the loss of those services to the Company would be impossible to replace and would cause the Company irreparable harm. The Company acknowledges that it may only enforce the protective covenants if it is not in material breach of this Agreement. Executive acknowledges that a termination by Company Notice during the Term shall not be considered in any case a breach of this Agreement.

5.2 Non-Solicitation and Non-Competition. In consideration of the Company‘s employment of Executive pursuant to this Agreement, and in order to protect the Company from unfair competition, Executive covenants and agrees to the following:

a. During Executive‘s employment with the Company Executive will not:

(i) solicit or attempt to solicit any customer and/or client or actively sought prospective client and/or customer of the Company for any person or entity other than Company during his employment with the Company, or

(ii) hire (except on behalf of the Company) or solicit or encourage to leave the employment or other service of the Company any employee or independent contractor of the Company (except in connection with the business and affairs of the Company).

b. For a period of two (2) years after the termination of his employment for any reason, Executive will not, for the purpose of competing with the Company in the Company’s business (whether on his own behalf or on behalf of any other person, corporation, partnership, venture, or any other entity or form of business), directly or indirectly solicit or attempt to solicit any customer and/or client of the Company within the Territory.

c. For a period of two (2) years after the termination of Executive‘s employment for any reason, Executive will not, for any reason (whether on Executive‘ s own behalf or on behalf of any other person, corporation, partnership, venture, or any other entity or form of business), directly or indirectly solicit or encourage to leave employment or other service of the Company any employee or independent contractor of the Company with whom Executive had material business contact any time during the twelve (12) months prior to such termination.

d. For a period of two (2) years after the termination of his employment for any reason, Executive will not compete with the Company in the Territory (whether on his own behalf or on behalf of any other person, corporation, partnership, venture, or any other entity or form of business), directly or indirectly.

This section 5.2 will cease to apply if the Company defaults in its obligations to provide salary as provided in section 2.1 or severance pay or health insurance coverage as provided in section 3.2(b).

6. Reasonable Restrictions

Executive acknowledges and confirms that the restrictions and covenants contained in Sections 4 and 5 are reasonably necessary to protect the good will and legitimate business interests of the Company, are not overbroad, overlong, or unfair (including in duration and scope), and are not the result of overreaching, duress, or coercion of any kind. Executive further acknowledges and confirms that his full, uninhibited, and faithful observance of each of the covenants contained in Sections 4 and 5 will not cause him any undue hardship, financial, or otherwise, and that enforcement of each of the covenants contained herein will not impair his ability to obtain employment commensurate with his abilities and on terms fully acceptable to him or otherwise to obtain income required for him and his family‘s comfortable support and the satisfaction of the needs of his creditors. Executive acknowledges and confirms that his special abilities and knowledge of the Company‘s Business are such that it would cause the Company serious, irreparable injury, or loss if he were to use such abilities and knowledge to the benefit of a competitor or were to otherwise violate these covenants. Executive further acknowledges that the restrictions contained in Sections 4 and 5 are intended to be, and shall be, for the benefit of and shall be enforceable by, the Company‘s successors and assigns.

7. Reformation

If any of the covenants or promises of this Agreement, including but not limited to the covenants in Sections 4 and 5, are determined by any court of law or equity, with jurisdiction over this matter, to be unreasonable or unenforceable, in whole or in part, as written, the parties hereby consent to and affirmatively request that said court reform the covenant or promise so as to be enforceable to the maximum extent permitted by law and that said court enforce the covenant or promise as reformed.

8. Legal and Equitable Remedies

Executive agrees that for any breach or threatened breach of any of the provisions of this Agreement, a restraining order and/or an injunction may issue against Executive to prevent or restrain any such breach, in addition to any other rights the Company may have.

9. No Prior Commitments

Executive represents and warrants that he (i) will not use or disclose any trade secrets or other protected information of any other person or entity while performing his duties under this Agreement; (ii) does not have any agreements with any other person or entity that conflict in any way with Executive’s obligations to the Company under this Agreement; and (iii) does not have any relationships or commitments which would materially interfere with his obligations to the Company under this Agreement.

Executive represents that Schedule 9 hereto sets forth a complete list of all patents and patent applications owned by Executive (the “Executive Intellectual Property”); and that Schedule 9 correctly identifies all licenses or other encumbrances to which the Executive Intellectual Property is subject. Executive shall not conduct any work developing Executive Intellectual Property while employed by the Company, or use the Company’s facilities for such development work, without the prior written consent of the Company.

10. Ownership of Inventions

10.1 Disclosure. Executive acknowledges and agrees that he will be employed by the Company in a position which could provide the opportunity for conceiving and/or reducing to practice developments, discoveries, methods, processes, designs, inventions, ideas, or improvements (hereinafter collectively called “Work Product”). Accordingly, Executive agrees to promptly report and disclose to the Company in writing all Work Product conceived, made, implemented, or reduced to practice by Executive, whether alone or acting with others, during Executive‘s employment by the Company, that are developed (i) on the Company’s time, or (ii) while utilizing, directly or indirectly, the Company‘s equipment, supplies, facilities, or trade secret information. Executive acknowledges and agrees that all Work Product is the sole and exclusive property of the Company. Executive agrees to assign, and hereby automatically assigns, without further consideration, to the Company any and all rights, title, and interest in and to all Work Product; provided, however that this Section 10.1 shall not apply to any Work Product for which no equipment, supplies, facilities, or trade secret information of the Company was used and which was developed entirely on Executive’s own time, unless the Work Product (i) relates directly to the Company’s Business or its actual or demonstrably anticipated research or development, or (ii) results from any work performed by Executive for the Company during the Term. The Company, its successors and assigns, shall have the right to obtain and hold in its or their own name copyright registrations, trademark registrations, patents and any other protection available to the Work Product.

10.2 Cooperation. Executive agrees to perform, upon the reasonable request of the Company, during or within two (2) years after employment, such further acts as may be reasonably necessary or desirable to transfer, perfect, and defend the Company‘s ownership of the Work Product, including but not limited to: (i) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance; (ii) assisting in the preparation, prosecution, procurement, maintenance, and enforcement of all copyrights and/or patents with respect to the Work Product in any countries; (iii) providing testimony in connection with any proceeding affecting the right, title, or interest of the Company in any Work Product; and (iv) performing any other acts deemed necessary or desirable to carry out the purposes of this Agreement. The Company shall reimburse all reasonable out-of-pocket expenses incurred by Executive at the Company’s request in connection with the foregoing. If however, the Executive is requested to perform any of the above actions after termination of employment with the Company, such requested action shall not unduly infringe on Executive‘s ability to fulfil his business duties and responsibilities to his new employer.

11. Company Property

All the Company’s property, equipment, funds, books, records, files, memoranda, reports, lists, drawings, plans, sketches, documents, computer files, Trade Secrets, Confidential Information, Work Product, and other material (together with all copies thereof), which Executive shall use, prepare, or come in contact with or possession of during the course of, or as a result of, his employment shall, as between the parties hereto, remain the sole property of the Company. Upon the termination of this Agreement or upon the prior demand of the Company, Executive shall immediately return all such property or materials and delete permanently any soft copy thereof on any media that is subject to his control and thereafter shall not remove or cause to be removed such materials from the premises of the Company. Executive recognizes that the unauthorized taking of any of the Company’s property may be a crime under applicable state law and may result in criminal and/or civil liability for Executive.

12. Miscellaneous

12.1 Assignment. This Agreement is for the personal services of Executive, and the rights and obligations of Executive under this Agreement are not assignable or delegable in whole or in part by Executive without the prior written consent of the Company. This Agreement is assignable in whole or in part to any parent, subsidiary, or affiliate of the Company or to any successor to the Company, whether by merger, consolidation, sale of stock, sale of assets or otherwise; provided that the Company shall also remain liable to Executive for any failure to perform by the assignee.

12.2 Applicable Law. This Agreement has been entered into in and shall be governed by and construed under the laws of The Commonwealth of Massachusetts.

12.3 Consent to Jurisdiction. Executive consents, and waives any objection, to personal jurisdiction and venue in the federal and state courts having jurisdiction in Boston, Massachusetts in any action by the Company to enforce this Agreement or an arbitration decision related to this Agreement.

12.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

12.5 Headings and Captions. The headings and captions used in this Agreement are for convenience of reference only, and shall in no way define, limit, expand or otherwise affect the meaning or construction of any provision of this Agreement.

12.6 Attorneys’ Fees. Each party hereto acknowledges and agrees that it shall be liable to the other party hereto for reasonable costs and attorneys’ fees incurred in any action under this Agreement to the extent that the other party is the prevailing party.

12.7 Modification. Except as provided in Section 7, no provision of this Agreement may be amended, changed, altered, modified, or waived except in writing signed by Executive and an officer of the Company, which writing shall specifically reference this Agreement and the provision which the parties intend to waive or modify.

12.8 Severability. Should any provision of this Agreement be declared or determined by any court of competent jurisdiction to be unenforceable or invalid for any reason, the validity of the remaining parts, terms or provisions of this Agreement shall not be affected thereby and the invalid or unenforceable part, term or provision shall be deemed not to be a part of this Agreement. This Section 12.8 shall not apply to any Section which is reformed pursuant to Section 7.

12.9 Waiver. The waiver by any party to this Agreement of a breach of any of the provisions of this Agreement shall not operate or be construed as a waiver of any subsequent or simultaneous breach of the same or different provisions.

12.10 Jointly Drafted. The parties and their respective counsel have participated jointly in the negotiation and drafting of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

12.11 Survival. Any provision of this Agreement which is expressly or by implication intended to survive the termination of this Agreement, including Sections 4, 5, 6, 7, 8, 10, 11, and 12 shall survive and remain in effect after the termination of this Agreement.

12.12 No Third-Party Beneficiaries. Except as provided in Section 12.1 and except for the heirs, executors, administrators, personal representatives, successors, and permitted assigns of Executive, nothing herein, expressed or implied, is intended or will be construed to confer upon or give to any person, firm, corporation, or legal entity, other than the parties and any parent, subsidiary, affiliate, or successor of the Company, any rights, remedies or other benefits under or by reason of this Agreement.

12.13 Notices. All notices, communications and deliveries hereunder shall be made in writing signed by or on behalf of the party making the same and shall be delivered personally or by telecopy transmission or sent by registered or certified mail (return receipt requested) or by any national overnight courier service (with postage and other fees prepaid) as follows:

If to the Company:

CEO

American Doctors Online Inc.

200 Mill Road, suite 350A

Fairhaven, MA 02719

If to the Executive:

Mr. Brian Lane

22 Beaver Dam Road

Killingworth, CT, 06419

or to such other representative or at such other address of a party as such party hereto may furnish to the other parties in writing. Any such notice, communication or delivery shall be deemed given or made (a) on the date of delivery if delivered in person (by courier service or otherwise), (b) upon transmission by facsimile if receipt is confirmed by telephone, provided transmission is made during regular business hours, or if not, the next business day, or (c) on the fifth (5^th) business day after it is mailed by registered or certified mail.

12.15 Understanding. Executive herewith covenants and agrees that he has read and fully understands the contents and the effect of this Agreement. Executive warrants and agrees that he has had a reasonable opportunity and been advised in writing to seek the advice of an attorney as to such content and effect. Executive accepts each and all of the terms, provisions, and conditions of this Agreement, and does so voluntarily and with full knowledge and understanding of the contents, nature, and effect of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

Schedule 9

Pre-Existing Employee Intellectual Property

Patents and patent applications described in the Patent Purchase Agreement being executed simultaneously herewith as the “Prior Patents and the “New Patent Rights”, all of which have been assigned to the Company.

EX-10.4

Exhibit 10.4

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is made and entered into as of the   31st   day of October 2013 by and between American Doctors Online, Inc., a Delaware corporation (the “Company”) and Dr. Paul Bulat (the “Executive“).

WITNESSETH

WHEREAS, the Company and Executive desire that Executive provide the Company employment services upon the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties, intending to be legally bound, agree as follows:

AGREEMENT

1. Employment

1.1 Effective Date. Executive’s employment by the Company pursuant to this Agreement will commence on January 1, 2014 (the “Effective Date“).

1.2 Term of Employment. Executive’s employment by the Company pursuant to this Agreement will be for a period of two years (the “Term” of the Agreement). In the final year of the Term, the parties shall discuss and negotiate in good a possible extension of the Term. The parties may extend the Term from time to time by mutual agreement. Notwithstanding the foregoing, the Executive‘s employment may be terminated pursuant to Section 3 of this Agreement.

1.3 Duties of Executive. The Board of Directors (“Board“) has appointed Executive to the office of Chief Innovations Officer. Executive will have and fulfil such duties and responsibilities as may be established by the Board in its sole discretion. Executive will devote substantially all of his working time, attention, and energy to the Company’s business and will not during the Term of this Agreement engage in any outside business or other activity unrelated to serving the Company’s interest (other than wholly civic or charitable activities), unless he receives prior approval for such activities from the Board or a committee thereof, which shall not be unreasonably withheld. Executive will fulfil his duties and responsibilities as described in this section in a reasonable and appropriate manner in light of the Company’s policies and practices as reasonably established by the Company and the laws and regulations which apply to the Company’s operation and administration.

1.4 Location. Executive shall perform his duties at the Company’s headquarters in Massachusetts, his home office or at any alternate location(s) as may reasonably be required pursuant to the duties set forth herein, and as may be directed from time to time by the Board or a committee thereof; or by the CEO of the Company.

2. Compensation and Benefits

2.1 Salary and Bonus. Commencing in January 2014, the Company will pay the Executive at an annual rate of $300,000. Thereafter the salary will be as set by the Board, and the Executive shall be eligible for quarterly bonuses pursuant to an incentive compensation plan that will be devised by the Board or by its compensation committee.

2.3 Vacation and Benefits. Executive shall be provided three weeks of vacation annually and other benefits at a level consistent with that provide to other senior executives of the Company.

2.4 Business Expenses. Executive shall be entitled to reimbursement for all reasonable business related expenses incurred by Executive at the request of or on behalf of the Company, upon the submission of adequate documentation of such expenses and subject to the Company’s policies and procedures.

3. Termination

3.1 Termination. This Agreement and Executive’s employment with the Company shall terminate as follows:

a. By the Company.

i. For Good Cause. The Company may terminate this Agreement and Executive’s employment with the Company at any time for Good Cause (“Good Cause Termination“). For purposes of this Agreement, the term “Good Cause“ shall mean: (i) unauthorized use or disclosure of the Confidential Information or Trade Secrets of the Company; (ii) any material breach of this Agreement (including Sections 4 and 5) (iii) conviction of, or plea of “guilty“ or “no contest“ to, a felony under the laws of the United States or any state thereof; (iv) misappropriation of the assets of the Company or other acts of dishonesty which have a material adverse effect on the Company or its assets; (v) for repeated wilful misconduct or gross negligence in the performance of duties assigned to the Executive under this Agreement after having received a written notice of such misconduct or gross negligence from the Board or a committee thereof; (vi) failure to perform reasonable duties assigned to the Executive under this Agreement for a period of thirty (30) continuous days following the receipt of written notice of such failure to perform from the Company; or (vii) failure to comply with the Company’s published policies or rules, as they may be in effect from time to time during the term of the Executive‘s employment and which are consistent with this Agreement for a period of thirty (30) continuous days following the receipt of written notice of such failure to comply from the Board or a committee thereof.

ii. By Company Notice. The Company may immediately terminate this Agreement and Executive’s employment with the Company at any time for any reason not included in the definition of Good Cause by giving Executive written notice of such termination (“Company Notice Termination“). Such written notice will contain the effective date of the termination and requires a notice period of two weeks (14 days). During the notice period, Executive will be compensated with base salary and bonus with continuation of all benefits but is required to use any unused vacation time.

b. Death or Disability. This Agreement and Executive‘s employment with the Company will terminate immediately upon the death or Total Disability of Executive (“Death or Disability Termination“). The term “Total Disability“ for purposes of this Agreement shall mean that Executive has been unable to perform his essential duties and responsibilities (even with reasonable accommodation) under this Agreement for a period of three (3) consecutive months during the Term of this Agreement by reason of Executive‘s mental or physical disability.

c. By Executive.

i. For Good Reason. Executive may terminate this Agreement and his employment by the Company at any time for Good Reason (“Good Reason Termination“). The term “Good Reason“ for purposes of this Agreement means the Company‘s failure to comply in any material respect with the terms of this Agreement, which failure is not corrected by the Company within thirty (30) days after receiving written notice of such failure from Executive.

ii. By Executive Notice. Executive may terminate this Agreement and Executive’s employment with the Company for any reason not included in the definition of Good Reason by giving the Company two weeks (14 days) prior written notice of such termination (“Executive Notice Termination“).During the notice period, Executive will be compensated with base salary and with continuation of all benefits but is required to use any unused vacation time.

3.2 Results of Termination.

a. Good Cause Termination and Executive Notice Termination. If this Agreement and Executive‘s employment with the Company are terminated (i) by Good Cause Termination or (ii) by Executive Notice Termination, Executive‘s compensation and benefits hereunder will terminate effective as of the date his employment so terminates; provided, however that Executive shall be entitled to receive any accrued but unpaid salary and any accrued but unused vacation and sick leave. After such termination, Executive will be eligible to receive only whatever benefits are payable as of the date of his termination under the terms of the benefit plans or programs, if any, in which Executive was participating.

b. Company Notice Termination and Good Reason Termination. If this Agreement and Executive‘s employment with the Company are terminated by Company Notice Termination or for Good Reason Termination, the Company will pay Executive his regular salary until the later of (i) the end of the Term, and (ii) the date six months from the date of the termination of Executive’s employment and shall provide health insurance coverage through the end of the Term.

c. Death or Disability Termination. If this Agreement and Executive‘s employment with the Company are terminated by Death or Disability Termination, the Company will pay Executive (or his estate) compensation in the same amount and for the same period as called for in paragraph (b) above in the case of Company Notice Termination or for Good Reason Termination.

4. Trade Secrets and Confidential Information

4.1 Acknowledgment. Executive acknowledges that during the course of his employment with the Company he will receive and will have access to Confidential Information and Trade Secrets of the Company, as defined hereinafter, including but not limited to confidential and secret business and marketing plans, technical data, strategies, and studies, detailed customer and/or client lists and information relating to the operations and business requirements of those customers and/or clients. Accordingly, Executive is willing to enter into the covenants contained in this Agreement in order to provide the Company with what he considers to be reasonable protection for its interests.

4.2 Trade Secrets.

a. The term “Trade Secret“ as used in this Agreement means information including, but not limited to, technical or non-technical data,, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers, which is intended for use in a trade or business and is not commonly known by or available to the public and which information:

i. derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and

ii. is the subject of reasonable efforts by the Company to maintain its secrecy or confidentiality.

b. In consideration of the Company’s employment of Executive pursuant to this Agreement, Executive agrees and covenants that, both during his employment by the Company and after the termination of his employment, Executive will not directly or indirectly use or disclose (whether on his own behalf or on behalf of any other person, corporation, partnership, venture, or any other entity or form of business), except as authorized by the Company in connection with the performance of Executive‘s duties, any Trade Secret that Executive may have or acquire during the Term of this Agreement for so long as the such information remains a Trade Secret.

4.3 Confidential Information.

a. The term “Confidential Information” as used in this Agreement means any secret, confidential, or proprietary information of the Company, including information received by the Company or Executive from any customer or client or potential customer or client of the Company, not otherwise included in the definition of Trade Secret. The term Confidential Information does not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right of the Company or customer or client to which such information pertains or otherwise enters the public domain through no fault of Executive.

b. In consideration of the Company‘s employment of Executive pursuant to this Agreement, Executive agrees that, during his employment by the Company and for a period of three years after termination of his employment, Executive will not directly or indirectly use or disclose (whether on his own behalf or on behalf of any other person, corporation, partnership, venture, or any other entity or form of business), except as authorized by the Company in connection with the performance of Executive‘s duties, any Confidential Information that Executive may have or acquire (whether or not developed or compiled by Executive and whether or not Executive bas been authorized to have access to such Confidential Information) during his employment with the Company. This Section 4.3(b) shall not apply to any Confidential Information (i) that the Company has agreed in writing that Executive may disclose, subject to the terms of the Company‘s agreement, or (ii) that Executive is required to disclose by law; provided, however, Executive shall give the Company reasonable notice prior to such disclosure.

Executive understands and agrees that nothing contained herein shall be deemed a waiver, modification, or limitation of any rights the Company may have under applicable federal, state, or local laws relating to the protection of trade secrets or confidential information.

5. Protective Covenants

5.1 Acknowledgment. The Company is primarily engaged in the business of developing and marketing services that relate to telemedecine (the “Company’s Business”). The Company anticipates engaging in the Company‘s Business throughout the United States (the “Territory”). Executive acknowledges that as a result of his senior management position, Executive‘s duties and responsibilities under this Agreement will span throughout the Territory. Executive further acknowledges that the Company‘s customer and/or client contacts and relations are established and maintained at great expense and that Executive will, by virtue of his employment with the Company, have unique and extensive exposure to and personal contact with the Company’s customers and/or clients and that he will be able to establish a unique relationship with those customers and/or clients. Executive acknowledges that the Company also has a legitimate interest in protecting its valuable Confidential Information and Trade Secrets, to which Executive will have access. Finally, Executive acknowledges that due to the highly technical nature of the Company‘s Business and due to his special knowledge, training, and experience, the services he will provide the company are unique and extraordinary and that the loss of those services to the Company would be impossible to replace and would cause the Company irreparable harm. The Company acknowledges that it may only enforce the protective covenants if it is not in material breach of this Agreement. Executive acknowledges that a termination by Company Notice during the Term shall not be considered in any case a breach of this Agreement.

5.2 Non-Solicitation and Non-Competition. In consideration of the Company‘s employment of Executive pursuant to this Agreement, and in order to protect the Company from unfair competition, Executive covenants and agrees to the following:

a. During Executive‘s employment with the Company Executive will not:

(i) solicit or attempt to solicit any customer and/or client or actively sought prospective client and/or customer of the Company for any person or entity other than Company during his employment with the Company, or

(ii) hire (except on behalf of the Company) or solicit or encourage to leave the employment or other service of the Company any employee or independent contractor of the Company (except in connection with the business and affairs of the Company).

b. For a period of two (2) years after the termination of his employment for any reason, Executive will not, for the purpose of competing with the Company in the Company’s business (whether on his own behalf or on behalf of any other person, corporation, partnership, venture, or any other entity or form of business), directly or indirectly solicit or attempt to solicit any customer and/or client of the Company within the Territory.

c. For a period of two (2) years after the termination of Executive‘s employment for any reason, Executive will not, for any reason (whether on Executive‘ s own behalf or on behalf of any other person, corporation, partnership, venture, or any other entity or form of business), directly or indirectly solicit or encourage to leave employment or other service of the Company any employee or independent contractor of the Company with whom Executive had material business contact any time during the twelve (12) months prior to such termination.

d. For a period of two (2) years after the termination of his employment for any reason, Executive will not compete with the Company in the Territory (whether on his own behalf or on behalf of any other person, corporation, partnership, venture, or any other entity or form of business), directly or indirectly.

This section 5.2 will cease to apply if the Company defaults in its obligations to provide salary as provided in section 2.1 or severance pay or health insurance coverage as provided in section 3.2(b).

6. Reasonable Restrictions

Executive acknowledges and confirms that the restrictions and covenants contained in Sections 4 and 5 are reasonably necessary to protect the good will and legitimate business interests of the Company, are not overbroad, overlong, or unfair (including in duration and scope), and are not the result of overreaching, duress, or coercion of any kind. Executive further acknowledges and confirms that his full, uninhibited, and faithful observance of each of the covenants contained in Sections 4 and 5 will not cause him any undue hardship, financial, or otherwise, and that enforcement of each of the covenants contained herein will not impair his ability to obtain employment commensurate with his abilities and on terms fully acceptable to him or otherwise to obtain income required for him and his family‘s comfortable support and the satisfaction of the needs of his creditors. Executive acknowledges and confirms that his special abilities and knowledge of the Company‘s Business are such that it would cause the Company serious, irreparable injury, or loss if he were to use such abilities and knowledge to the benefit of a competitor or were to otherwise violate these covenants. Executive further acknowledges that the restrictions contained in Sections 4 and 5 are intended to be, and shall be, for the benefit of and shall be enforceable by, the Company‘s successors and assigns.

7. Reformation

If any of the covenants or promises of this Agreement, including but not limited to the covenants in Sections 4 and 5, are determined by any court of law or equity, with jurisdiction over this matter, to be unreasonable or unenforceable, in whole or in part, as written, the parties hereby consent to and affirmatively request that said court reform the covenant or promise so as to be enforceable to the maximum extent permitted by law and that said court enforce the covenant or promise as reformed.

8. Legal and Equitable Remedies

Executive agrees that for any breach or threatened breach of any of the provisions of this Agreement, a restraining order and/or an injunction may issue against Executive to prevent or restrain any such breach, in addition to any other rights the Company may have.

9. No Prior Commitments

Executive represents and warrants that he (i) will not use or disclose any trade secrets or other protected information of any other person or entity while performing his duties under this Agreement; (ii) does not have any agreements with any other person or entity that conflict in any way with Executive’s obligations to the Company under this Agreement; and (iii) does not have any relationships or commitments which would materially interfere with his obligations to the Company under this Agreement.

Executive represents that Schedule 9 hereto sets forth a complete list of all patents and patent applications owned by Executive (the “Executive Intellectual Property”); and that Schedule 9 correctly identifies all licenses or other encumbrances to which the Executive Intellectual Property is subject. Executive shall not conduct any work developing Executive Intellectual Property while employed by the Company, or use the Company’s facilities for such development work, without the prior written consent of the Company.

10. Ownership of Inventions

10.1 Disclosure. Executive acknowledges and agrees that he will be employed by the Company in a position which could provide the opportunity for conceiving and/or reducing to practice developments, discoveries, methods, processes, designs, inventions, ideas, or improvements (hereinafter collectively called “Work Product”). Accordingly, Executive agrees to promptly report and disclose to the Company in writing all Work Product conceived, made, implemented, or reduced to practice by Executive, whether alone or acting with others, during Executive‘s employment by the Company, that are developed (i) on the Company’s time, or (ii) while utilizing, directly or indirectly, the Company‘s equipment, supplies, facilities, or trade secret information. Executive acknowledges and agrees that all Work Product is the sole and exclusive property of the Company. Executive agrees to assign, and hereby automatically assigns, without further consideration, to the Company any and all rights, title, and interest in and to all Work Product; provided, however that this Section 10.1 shall not apply to any Work Product for which no equipment, supplies, facilities, or trade secret information of the Company was used and which was developed entirely on Executive’s own time, unless the Work Product (i) relates directly to the Company’s Business or its actual or demonstrably anticipated research or development, or (ii) results from any work performed by Executive for the Company during the Term. The Company, its successors and assigns, shall have the right to obtain and hold in its or their own name copyright registrations, trademark registrations, patents and any other protection available to the Work Product.

10.2 Cooperation. Executive agrees to perform, upon the reasonable request of the Company, during or within two (2) years after employment, such further acts as may be reasonably necessary or desirable to transfer, perfect, and defend the Company‘s ownership of the Work Product, including but not limited to: (i) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance; (ii) assisting in the preparation, prosecution, procurement, maintenance, and enforcement of all copyrights and/or patents with respect to the Work Product in any countries; (iii) providing testimony in connection with any proceeding affecting the right, title, or interest of the Company in any Work Product; and (iv) performing any other acts deemed necessary or desirable to carry out the purposes of this Agreement. The Company shall reimburse all reasonable out-of-pocket expenses incurred by Executive at the Company’s request in connection with the foregoing. If however, the Executive is requested to perform any of the above actions after termination of employment with the Company, such requested action shall not unduly infringe on Executive‘s ability to fulfil his business duties and responsibilities to his new employer.

11. Company Property

All the Company’s property, equipment, funds, books, records, files, memoranda, reports, lists, drawings, plans, sketches, documents, computer files, Trade Secrets, Confidential Information, Work Product, and other material (together with all copies thereof), which Executive shall use, prepare, or come in contact with or possession of during the course of, or as a result of, his employment shall, as between the parties hereto, remain the sole property of the Company. Upon the termination of this Agreement or upon the prior demand of the Company, Executive shall immediately return all such property or materials and delete permanently any soft copy thereof on any media that is subject to his control and thereafter shall not remove or cause to be removed such materials from the premises of the Company. Executive recognizes that the unauthorized taking of any of the Company’s property may be a crime under applicable state law and may result in criminal and/or civil liability for Executive.

12. Miscellaneous

12.1 Assignment. This Agreement is for the personal services of Executive, and the rights and obligations of Executive under this Agreement are not assignable or delegable in whole or in part by Executive without the prior written consent of the Company. This Agreement is assignable in whole or in part to any parent, subsidiary, or affiliate of the Company or to any successor to the Company, whether by merger, consolidation, sale of stock, sale of assets or otherwise; provided that the Company shall also remain liable to Executive for any failure to perform by the assignee.

12.2 Applicable Law. This Agreement has been entered into in and shall be governed by and construed under the laws of The Commonwealth of Massachusetts.

12.3 Consent to Jurisdiction. Executive consents, and waives any objection, to personal jurisdiction and venue in the federal and state courts having jurisdiction in Boston, Massachusetts in any action by the Company to enforce this Agreement or an arbitration decision related to this Agreement.

12.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

12.5 Headings and Captions. The headings and captions used in this Agreement are for convenience of reference only, and shall in no way define, limit, expand or otherwise affect the meaning or construction of any provision of this Agreement.

12.6 Attorneys’ Fees. Each party hereto acknowledges and agrees that it shall be liable to the other party hereto for reasonable costs and attorneys’ fees incurred in any action under this Agreement to the extent that the other party is the prevailing party.

12.7 Modification. Except as provided in Section 7, no provision of this Agreement may be amended, changed, altered, modified, or waived except in writing signed by Executive and an officer of the Company, which writing shall specifically reference this Agreement and the provision which the parties intend to waive or modify.

12.8 Severability. Should any provision of this Agreement be declared or determined by any court of competent jurisdiction to be unenforceable or invalid for any reason, the validity of the remaining parts, terms or provisions of this Agreement shall not be affected thereby and the invalid or unenforceable part, term or provision shall be deemed not to be a part of this Agreement. This Section 12.8 shall not apply to any Section which is reformed pursuant to Section 7.

12.9 Waiver. The waiver by any party to this Agreement of a breach of any of the provisions of this Agreement shall not operate or be construed as a waiver of any subsequent or simultaneous breach of the same or different provisions.

12.10 Jointly Drafted. The parties and their respective counsel have participated jointly in the negotiation and drafting of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

12.11 Survival. Any provision of this Agreement which is expressly or by implication intended to survive the termination of this Agreement, including Sections 4, 5, 6, 7, 8, 10, 11, and 12 shall survive and remain in effect after the termination of this Agreement.

12.12 No Third-Party Beneficiaries. Except as provided in Section 12.1 and except for the heirs, executors, administrators, personal representatives, successors, and permitted assigns of Executive, nothing herein, expressed or implied, is intended or will be construed to confer upon or give to any person, firm, corporation, or legal entity, other than the parties and any parent, subsidiary, affiliate, or successor of the Company, any rights, remedies or other benefits under or by reason of this Agreement.

12.13 Notices. All notices, communications and deliveries hereunder shall be made in writing signed by or on behalf of the party making the same and shall be delivered personally or by telecopy transmission or sent by registered or certified mail (return receipt requested) or by any national overnight courier service (with postage and other fees prepaid) as follows:

If to the Company:

CEO

American Doctors Online Inc.

200 Mill Road, suite 350A

Fairhaven, MA 02719

If to the Executive:

Dr. Paul Bulat

162 Highland Moors Drive

Brewster, MA 02631

or to such other representative or at such other address of a party as such party hereto may furnish to the other parties in writing. Any such notice, communication or delivery shall be deemed given or made (a) on the date of delivery if delivered in person (by courier service or otherwise), (b) upon transmission by facsimile if receipt is confirmed by telephone, provided transmission is made during regular business hours, or if not, the next business day, or (c) on the fifth (5^th) business day after it is mailed by registered or certified mail.

12.15 Understanding. Executive herewith covenants and agrees that he has read and fully understands the contents and the effect of this Agreement. Executive warrants and agrees that he has had a reasonable opportunity and been advised in writing to seek the advice of an attorney as to such content and effect. Executive accepts each and all of the terms, provisions, and conditions of this Agreement, and does so voluntarily and with full knowledge and understanding of the contents, nature, and effect of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

Schedule 9

Pre-Existing Employee Intellectual Property

Patents and patent applications described in the Patent Purchase Agreement being executed simultaneously herewith as the “Prior Patents and the “New Patent Rights”, all of which have been assigned to the Company.

EX-10.5

 Exhibit 10.5 

CHIEF FINANCIAL OFFICER AGREEMENT

This Chief Financial Officer Agreement (this “Agreement”) is made and entered into as of the   28th   day of October 2013 by and between American Doctors Online, Inc., a Delaware corporation (the “Company”) and Venture Equity, LLC.(“Venture Equity”) and Barry Hollander (collectively, the “CFO“).

WITNESSETH

WHEREAS, the Company has previously engaged Venture Equity as a financial consultant.

WHEREAS, Mr. Barry Hollander is the sole member of Venture Equity.

WHEREAS, pursuant to the engagement Venture Equity is compensated $5,000 on a monthly basis and the Company had agreed to issue two percent (2%) (the :Initial Equity Consideration”) of the Company’s common stock to Venture Equity.

WHEREAS, Mr. Hollander has previously accepted being named to the board of directors and is now accepting being named Chief Financial Officer of the Company. As compensation for these additional duties, the Company has agreed to issue an additional three percent (3%) equity compensation, to Mr. Hollander, to serve as the CFO for no less than one year.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties, intending to be legally bound, agree as follows:

AGREEMENT

1. Engagement as CFO

1.1 Effective Date. CFO’s engagement by the Company pursuant to this Agreement will commence on November 1, 2013 (the “Effective Date“).

1.2 Term of Engagement. CFO’s engagement by the Company pursuant to this Agreement will be for a period of one year (the “Term” of the Agreement). In the final year of the Term, the parties shall discuss and negotiate in good a possible extension of the Term. The parties may extend the Term from time to time by mutual agreement. Notwithstanding the foregoing, the CFO‘s engagement may be terminated pursuant to Section 3 of this Agreement.

1.3 Duties of CFO. The Board of Directors (“Board“) has appointed the CFO. CFO will have and fulfil such duties and responsibilities as may be established by the Board in its sole discretion. CFO will devote part of his working time, attention, and energy to the Company’s business and the Parties agree that during the Term of this Agreement the CFO is permitted to engage in any outside business or other activity unrelated to serving the Company’s interest. CFO will fulfil his duties and responsibilities as described in this section in a reasonable and appropriate manner in light of the Company’s policies and practices as reasonably established by the Company and the laws and regulations which apply to the Company’s operation and administration.

1.4 Location. CFO shall perform his duties at the office of Venture Equity, his home office or at any alternate location(s) as may reasonably be required pursuant to the duties set forth herein, and as may be directed from time to time by the Board or a committee thereof; or by the CEO of the Company.

2. Compensation and Benefits

2.1 Salary and Bonus. Commencing in November 2013, the Company will pay the CFO at an monthly rate of $5,000. Thereafter the salary will be as set by the Board, and the CFO shall be eligible for quarterly bonuses pursuant to an incentive compensation plan that will be devised by the Board or by its compensation committee.

2.2 Equity Compensation. The Company will issue to the CFO a total of five percent (5%) of the outstanding common stock (the “Equity Consideration”) of the Company. The Equity Consideration includes the Initial Equity Consideration. If the CFO is not engaged by the Company on the six month anniversary of the Effective Date, the CFO will return three percent (3%) of the Equity Consideration. If the CFO is not engaged by the Company on the one year anniversary from the Effective Date, the CFO will return one and one-half percent (1.5%) of the Equity Consideration.

2.3 Vacation and Benefits. CFO shall be provided two weeks of vacation annually and other benefits at a level consistent with that provide to other senior CFOs of the Company.

2.4 Business Expenses. CFO shall be entitled to reimbursement for all reasonable business related expenses incurred by CFO at the request of or on behalf of the Company, upon the submission of adequate documentation of such expenses and subject to the Company’s policies and procedures.

3. Termination

3.1 Termination. This Agreement and CFO’s engagement with the Company shall terminate as follows:

a. By the Company.

i. For Good Cause. The Company may terminate this Agreement and CFO’s engagement with the Company at any time for Good Cause (“Good Cause Termination“). For purposes of this Agreement, the term “Good Cause“ shall mean: (i) unauthorized use or disclosure of the Confidential Information or Trade Secrets of the Company; (ii) any material breach of this Agreement (including Sections 4 and 5) (iii) conviction of, or plea of “guilty“ or “no contest“ to, a felony under the laws of the United States or any state thereof; (iv) misappropriation of the assets of the Company or other acts of dishonesty which have a material adverse effect on the Company or its assets; (v) for repeated wilful misconduct or gross negligence in the performance of duties assigned to the CFO under this Agreement after having received a written notice of such misconduct or gross negligence from the Board or a committee thereof; (vi) failure to perform reasonable duties assigned to the CFO under this Agreement for a period of thirty (30) continuous days following the receipt of written notice of such failure to perform from the Company; or (vii) failure to comply with the Company’s published policies or rules, as they may be in effect from time to time during the term of the CFO‘s engagement and which are consistent with this Agreement for a period of thirty (30) continuous days following the receipt of written notice of such failure to comply from the Board or a committee thereof.

ii. By Company Notice. The Company may immediately terminate this Agreement and CFO’s engagement with the Company at any time for any reason not included in the definition of Good Cause by giving CFO written notice of such termination (“Company Notice Termination“). Such written notice will contain the effective date of the termination and requires a notice period of two weeks (14 days). During the notice period, CFO will be compensated with base salary and bonus with continuation of all benefits but is required to use any unused vacation time.

b. Death or Disability. This Agreement and CFO‘s engagement with the Company will terminate immediately upon the death or Total Disability of CFO (“Death or Disability Termination“). The term “Total Disability“ for purposes of this Agreement shall mean that CFO has been unable to perform his essential duties and responsibilities (even with reasonable accommodation) under this Agreement for a period of three (3) consecutive months during the Term of this Agreement by reason of CFO‘s mental or physical disability.

c. By CFO.

i. For Good Reason. CFO may terminate this Agreement and his engagement by the Company at any time for Good Reason (“Good Reason Termination“). The term “Good Reason“ for purposes of this Agreement means the Company‘s failure to comply in any material respect with the terms of this Agreement, which failure is not corrected by the Company within thirty (30) days after receiving written notice of such failure from CFO.

ii. By CFO Notice. CFO may terminate this Agreement and CFO’s engagement with the Company for any reason not included in the definition of Good Reason by giving the Company two weeks (14 days) prior written notice of such termination (“CFO Notice Termination“).During the notice period, CFO will be compensated with base salary and with continuation of all benefits but is required to use any unused vacation time.

3.2 Results of Termination.

a. Good Cause Termination and CFO Notice Termination. If this Agreement and CFO‘s engagement with the Company are terminated (i) by Good Cause Termination or (ii) by CFO Notice Termination, CFO‘s compensation and benefits hereunder will terminate effective as of the date his engagement so terminates; provided, however that CFO shall be entitled to receive any accrued but unpaid salary and any accrued but unused vacation and sick leave. After such termination, CFO will be eligible to receive only whatever benefits are payable as of the date of his termination under the terms of the benefit plans or programs, if any, in which CFO was participating.

b. Company Notice Termination and Good Reason Termination. If this Agreement and CFO‘s engagement with the Company are terminated by Company Notice Termination or for Good Reason Termination, the Company will pay CFO his regular salary until the later of (i) the end of the Term, and (ii) the date six months from the date of the termination of CFO’s engagement and shall provide health insurance coverage through the end of the Term.

c. Death or Disability Termination. If this Agreement and CFO‘s engagement with the Company are terminated by Death or Disability Termination, the Company will pay CFO (or his estate) compensation in the same amount and for the same period as called for in paragraph (b) above in the case of Company Notice Termination or for Good Reason Termination.

4. Trade Secrets and Confidential Information

4.1 Acknowledgment. CFO acknowledges that during the course of his engagement with the Company he will receive and will have access to Confidential Information and Trade Secrets of the Company, as defined hereinafter, including but not limited to confidential and secret business and marketing plans, technical data, strategies, and studies, detailed customer and/or client lists and information relating to the operations and business requirements of those customers and/or clients. Accordingly, CFO is willing to enter into the covenants contained in this Agreement in order to provide the Company with what he considers to be reasonable protection for its interests.

4.2 Trade Secrets.

a. The term “Trade Secret“ as used in this Agreement means information including, but not limited to, technical or non-technical data,, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers, which is intended for use in a trade or business and is not commonly known by or available to the public and which information:

i. derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and

ii. is the subject of reasonable efforts by the Company to maintain its secrecy or confidentiality.

b. In consideration of the Company’s engagement of CFO pursuant to this Agreement, CFO agrees and covenants that, both during his engagement by the Company and after the termination of his engagement, CFO will not directly or indirectly use or disclose (whether on his own behalf or on behalf of any other person, corporation, partnership, venture, or any other entity or form of business), except as authorized by the Company in connection with the performance of CFO‘s duties, any Trade Secret that CFO may have or acquire during the Term of this Agreement for so long as the such information remains a Trade Secret.

4.3 Confidential Information.

a. The term “Confidential Information” as used in this Agreement means any secret, confidential, or proprietary information of the Company, including information received by the Company or CFO from any customer or client or potential customer or client of the Company, not otherwise included in the definition of Trade Secret. The term Confidential Information does not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right of the Company or customer or client to which such information pertains or otherwise enters the public domain through no fault of CFO.

b. In consideration of the Company‘s engagement of CFO pursuant to this Agreement, CFO agrees that, during his engagement by the Company and for a period of three years after termination of his engagement, CFO will not directly or indirectly use or disclose (whether on his own behalf or on behalf of any other person, corporation, partnership, venture, or any other entity or form of business), except as authorized by the Company in connection with the performance of CFO‘s duties, any Confidential Information that CFO may have or acquire (whether or not developed or compiled by CFO and whether or not CFO bas been authorized to have access to such Confidential Information) during his engagement with the Company. This Section 4.3(b) shall not apply to any Confidential Information (i) that the Company has agreed in writing that CFO may disclose, subject to the terms of the Company‘s agreement, or (ii) that CFO is required to disclose by law; provided, however, CFO shall give the Company reasonable notice prior to such disclosure.

CFO understands and agrees that nothing contained herein shall be deemed a waiver, modification, or limitation of any rights the Company may have under applicable federal, state, or local laws relating to the protection of trade secrets or confidential information.

5. Protective Covenants

5.1 Acknowledgment. The Company is primarily engaged in the business of developing and marketing services that relate to telemedecine (the “Company’s Business”). The Company anticipates engaging in the Company‘s Business throughout the United States (the “Territory”). CFO acknowledges that as a result of his senior management position, CFO‘s duties and responsibilities under this Agreement will span throughout the Territory. CFO further acknowledges that the Company‘s customer and/or client contacts and relations are established and maintained at great expense and that CFO will, by virtue of his engagement with the Company, have unique and extensive exposure to and personal contact with the Company’s customers and/or clients and that he will be able to establish a unique relationship with those customers and/or clients. CFO acknowledges that the Company also has a legitimate interest in protecting its valuable Confidential Information and Trade Secrets, to which CFO will have access. Finally, CFO acknowledges that due to the highly technical nature of the Company‘s Business and due to his special knowledge, training, and experience, the services he will provide the company are unique and extraordinary and that the loss of those services to the Company would be impossible to replace and would cause the Company irreparable harm. The Company acknowledges that it may only enforce the protective covenants if it is not in material breach of this Agreement. CFO acknowledges that a termination by Company Notice during the Term shall not be considered in any case a breach of this Agreement.

5.2 Non-Solicitation and Non-Competition. In consideration of the Company‘s engagement of CFO pursuant to this Agreement, and in order to protect the Company from unfair competition, CFO covenants and agrees to the following:

a. During CFO‘s engagement with the Company CFO will not:

(i) solicit or attempt to solicit any customer and/or client or actively sought prospective client and/or customer of the Company for any person or entity other than Company during his engagement with the Company, or

(ii) hire (except on behalf of the Company) or solicit or encourage to leave the engagement or other service of the Company any employee or independent contractor of the Company (except in connection with the business and affairs of the Company).

b. For a period of two (2) years after the termination of his engagement for any reason, CFO will not, for the purpose of competing with the Company in the Company’s business (whether on his own behalf or on behalf of any other person, corporation, partnership, venture, or any other entity or form of business), directly or indirectly solicit or attempt to solicit any customer and/or client of the Company within the Territory.

c. For a period of two (2) years after the termination of CFO‘s engagement for any reason, CFO will not, for any reason (whether on CFO‘ s own behalf or on behalf of any other person, corporation, partnership, venture, or any other entity or form of business), directly or indirectly solicit or encourage to leave engagement or other service of the Company any employee or independent contractor of the Company with whom CFO had material business contact any time during the twelve (12) months prior to such termination.

d. For a period of two (2) years after the termination of his engagement for any reason, CFO will not compete with the Company in the Territory (whether on his own behalf or on behalf of any other person, corporation, partnership, venture, or any other entity or form of business), directly or indirectly.

This section 5.2 will cease to apply if the Company defaults in its obligations to provide salary as provided in section 2.1 or severance pay or health insurance coverage as provided in section 3.2(b).

6. Reasonable Restrictions

CFO acknowledges and confirms that the restrictions and covenants contained in Sections 4 and 5 are reasonably necessary to protect the good will and legitimate business interests of the Company, are not overbroad, overlong, or unfair (including in duration and scope), and are not the result of overreaching, duress, or coercion of any kind. CFO further acknowledges and confirms that his full, uninhibited, and faithful observance of each of the covenants contained in Sections 4 and 5 will not cause him any undue hardship, financial, or otherwise, and that enforcement of each of the covenants contained herein will not impair his ability to obtain engagement commensurate with his abilities and on terms fully acceptable to him or otherwise to obtain income required for him and his family‘s comfortable support and the satisfaction of the needs of his creditors. CFO acknowledges and confirms that his special abilities and knowledge of the Company‘s Business are such that it would cause the Company serious, irreparable injury, or loss if he were to use such abilities and knowledge to the benefit of a competitor or were to otherwise violate these covenants. CFO further acknowledges that the restrictions contained in Sections 4 and 5 are intended to be, and shall be, for the benefit of and shall be enforceable by, the Company‘s successors and assigns.

7. Reformation

If any of the covenants or promises of this Agreement, including but not limited to the covenants in Sections 4 and 5, are determined by any court of law or equity, with jurisdiction over this matter, to be unreasonable or unenforceable, in whole or in part, as written, the parties hereby consent to and affirmatively request that said court reform the covenant or promise so as to be enforceable to the maximum extent permitted by law and that said court enforce the covenant or promise as reformed.

8. Legal and Equitable Remedies

CFO agrees that for any breach or threatened breach of any of the provisions of this Agreement, a restraining order and/or an injunction may issue against CFO to prevent or restrain any such breach, in addition to any other rights the Company may have.

9. No Prior Commitments

CFO represents and warrants that he (i) will not use or disclose any trade secrets or other protected information of any other person or entity while performing his duties under this Agreement; (ii) does not have any agreements with any other person or entity that conflict in any way with CFO’s obligations to the Company under this Agreement; and (iii) does not have any relationships or commitments which would materially interfere with his obligations to the Company under this Agreement.

10. Ownership of Inventions

10.1 Disclosure. CFO acknowledges and agrees that he will be employed by the Company in a position which could provide the opportunity for conceiving and/or reducing to practice developments, discoveries, methods, processes, designs, inventions, ideas, or improvements (hereinafter collectively called “Work Product”). Accordingly, CFO agrees to promptly report and disclose to the Company in writing all Work Product conceived, made, implemented, or reduced to practice by CFO, whether alone or acting with others, during CFO‘s engagement by the Company, that are developed (i) on the Company’s time, or (ii) while utilizing, directly or indirectly, the Company‘s equipment, supplies, facilities, or trade secret information. CFO acknowledges and agrees that all Work Product is the sole and exclusive property of the Company. CFO agrees to assign, and hereby automatically assigns, without further consideration, to the Company any and all rights, title, and interest in and to all Work Product; provided, however that this Section 10.1 shall not apply to any Work Product for which no equipment, supplies, facilities, or trade secret information of the Company was used and which was developed entirely on CFO’s own time, unless the Work Product (i) relates directly to the Company’s Business or its actual or demonstrably anticipated research or development, or (ii) results from any work performed by CFO for the Company during the Term. The Company, its successors and assigns, shall have the right to obtain and hold in its or their own name copyright registrations, trademark registrations, patents and any other protection available to the Work Product.

10.2 Cooperation. CFO agrees to perform, upon the reasonable request of the Company, during or within two (2) years after engagement, such further acts as may be reasonably necessary or desirable to transfer, perfect, and defend the Company‘s ownership of the Work Product, including but not limited to: (i) executing, acknowledging, and delivering any requested affidavits and documents of assignment and conveyance; (ii) assisting in the preparation, prosecution, procurement, maintenance, and enforcement of all copyrights and/or patents with respect to the Work Product in any countries; (iii) providing testimony in connection with any proceeding affecting the right, title, or interest of the Company in any Work Product; and (iv) performing any other acts deemed necessary or desirable to carry out the purposes of this Agreement. The Company shall reimburse all reasonable out-of-pocket expenses incurred by CFO at the Company’s request in connection with the foregoing. If however, the CFO is requested to perform any of the above actions after termination of engagement with the Company, such requested action shall not unduly infringe on CFO‘s ability to fulfil his business duties and responsibilities to his new employer.

11. Company Property

All the Company’s property, equipment, funds, books, records, files, memoranda, reports, lists, drawings, plans, sketches, documents, computer files, Trade Secrets, Confidential Information, Work Product, and other material (together with all copies thereof), which CFO shall use, prepare, or come in contact with or possession of during the course of, or as a result of, his engagement shall, as between the parties hereto, remain the sole property of the Company. Upon the termination of this Agreement or upon the prior demand of the Company, CFO shall immediately return all such property or materials and delete permanently any soft copy thereof on any media that is subject to his control and thereafter shall not remove or cause to be removed such materials from the premises of the Company. CFO recognizes that the unauthorized taking of any of the Company’s property may be a crime under applicable state law and may result in criminal and/or civil liability for CFO.

12. Miscellaneous

12.1 Assignment. This Agreement is for the personal services of CFO, and the rights and obligations of CFO under this Agreement are not assignable or delegable in whole or in part by CFO without the prior written consent of the Company. This Agreement is assignable in whole or in part to any parent, subsidiary, or affiliate of the Company or to any successor to the Company, whether by merger, consolidation, sale of stock, sale of assets or otherwise; provided that the Company shall also remain liable to CFO for any failure to perform by the assignee.

12.2 Applicable Law. This Agreement has been entered into in and shall be governed by and construed under the laws of The Commonwealth of Massachusetts.

12.3 Consent to Jurisdiction. CFO consents, and waives any objection, to personal jurisdiction and venue in the federal and state courts having jurisdiction in Boston, Massachusetts in any action by the Company to enforce this Agreement or an arbitration decision related to this Agreement.

12.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

12.5 Headings and Captions. The headings and captions used in this Agreement are for convenience of reference only, and shall in no way define, limit, expand or otherwise affect the meaning or construction of any provision of this Agreement.

12.6 Attorneys’ Fees. Each party hereto acknowledges and agrees that it shall be liable to the other party hereto for reasonable costs and attorneys’ fees incurred in any action under this Agreement to the extent that the other party is the prevailing party.

12.7 Modification. Except as provided in Section 7, no provision of this Agreement may be amended, changed, altered, modified, or waived except in writing signed by CFO and an officer of the Company, which writing shall specifically reference this Agreement and the provision which the parties intend to waive or modify.

12.8 Severability. Should any provision of this Agreement be declared or determined by any court of competent jurisdiction to be unenforceable or invalid for any reason, the validity of the remaining parts, terms or provisions of this Agreement shall not be affected thereby and the invalid or unenforceable part, term or provision shall be deemed not to be a part of this Agreement. This Section 12.8 shall not apply to any Section which is reformed pursuant to Section 7.

12.9 Waiver. The waiver by any party to this Agreement of a breach of any of the provisions of this Agreement shall not operate or be construed as a waiver of any subsequent or simultaneous breach of the same or different provisions.

12.10 Jointly Drafted. The parties and their respective counsel have participated jointly in the negotiation and drafting of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

12.11 Survival. Any provision of this Agreement which is expressly or by implication intended to survive the termination of this Agreement, including Sections 4, 5, 6, 7, 8, 10, 11, and 12 shall survive and remain in effect after the termination of this Agreement.

12.12 No Third-Party Beneficiaries. Except as provided in Section 12.1 and except for the heirs, executors, administrators, personal representatives, successors, and permitted assigns of CFO, nothing herein, expressed or implied, is intended or will be construed to confer upon or give to any person, firm, corporation, or legal entity, other than the parties and any parent, subsidiary, affiliate, or successor of the Company, any rights, remedies or other benefits under or by reason of this Agreement.

12.13 Notices. All notices, communications and deliveries hereunder shall be made in writing signed by or on behalf of the party making the same and shall be delivered personally or by telecopy transmission or sent by registered or certified mail (return receipt requested) or by any national overnight courier service (with postage and other fees prepaid) as follows:

If to the Company:

CEO

American Doctors Online Inc.

200 Mill Road, suite 350A

Fairhaven, MA 02719

If to the CFO:

Mr. Barry Hollander

319 Clematis Street, Suite 400

West Palm Beach, FL. 33401

or to such other representative or at such other address of a party as such party hereto may furnish to the other parties in writing. Any such notice, communication or delivery shall be deemed given or made (a) on the date of delivery if delivered in person (by courier service or otherwise), (b) upon transmission by facsimile if receipt is confirmed by telephone, provided transmission is made during regular business hours, or if not, the next business day, or (c) on the fifth (5^th) business day after it is mailed by registered or certified mail.

12.15 Understanding. CFO herewith covenants and agrees that he has read and fully understands the contents and the effect of this Agreement. CFO warrants and agrees that he has had a reasonable opportunity and been advised in writing to seek the advice of an attorney as to such content and effect. CFO accepts each and all of the terms, provisions, and conditions of this Agreement, and does so voluntarily and with full knowledge and understanding of the contents, nature, and effect of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

EX-10.6

Exhibit 10.6

PATENT PURCHASE AGREEMENT

This PATENT PURCHASE AGREEMENT (the "Agreement") is made and entered into this   23rd   day of October 2013, by and between American Doctors Online, Inc., a Delaware corporation ("ADOL" or the "Company"), and Dr. Paul Bulat (the "Assignor").

RECITALS

WHEREAS, Assignor owns the patent rights set forth on Schedule 1 (collectively, the "New Patent Rights"); and

WHERAS, Assignor has previously assigned the patent rights identified on Schedule 2 (the “Prior Patents”) to the Company but believes that the consideration that he has received for those patent rights was inadequate;

WHEREAS, Assignor desires, subject only to receiving an adjustment to the consideration previously paid for the Prior Patents, to assign the entire right, title and interest in and to the New Patent Rights, and Assignee desires to acquire the entire right, title and interest in and to the New Patent Rights; and

WHEREAS, ADOL has filed with the Secretary of State of Delaware a certificate of designation for its Series A Convertible Preferred Stock in substantially the form presented to Assignor for review on October 10, 2013

WHEREAS, ADOL is willing to issue to Assignor upon execution of the patent assignment attached hereto as Exhibit A 3,500,000, (Three Million Five Hundred Thousand) shares of the Company's Series A Convertible Preferred; and

WHEREAS, the Assignor has agreed that this consideration will be sufficient to compensate him fairly for the New Patent Rights and to remedy any perceived unfairness in connection with the consideration paid for the Prior Patents;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties mutually agree as follows:

ASSIGNMENT AND AGREEMENT

1. Assignment. Assignor hereby agrees to assign and transfer to ADOL the entire right, title and interest in and to the New Patent Rights as listed in Schedule 1 pursuant to an executed, notarized assignment in the form set forth at Exhibit A.

2. Consideration. In consideration of the New Patent Rights and the further assurances of Assignor provided herein, ADOL shall issue to Assignor, promptly upon receipt of the executed assignment in the form of Exhibit A, 3,500,000, (Three Million Five Hundred Thousand) shares of the Company's Series A Convertible Preferred Stock, which shares shall be duly issued, fully-paid and non-assessable.

3. Further Cooperation. At the reasonable request of ADOL, Assignor will execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the transactions contemplated hereby, including, without limitation, execution, acknowledgment, and recordation of other such papers, as necessary or desirable for fully perfecting and conveying unto ADOL the benefit of the transaction contemplated hereby. To the extent that any conception and reduction to practice information is not provided to ADOL at the Closing, Assignor shall promptly respond to ADOL's requests for any such additional information that may exist, if needed by ADOL in connection with the prosecution and enforcement of the Patents.

4. Conduct; Release of Claims. Assignor shall not engage in any act or conduct, or omit to perform any necessary act, the result of which would invalidate any portion of any of the Patents or render any portion of them unenforceable. Assignor agrees that the consideration to be paid at the Closing represents adequate consideration not only for the New Patent Rights, but also for any shortcoming in the consideration paid for the Prior Patents. Assignor therefore surrenders any claim he might have regarding the consideration paid for the Prior Patents and releases ADOL from any and all claims arising from the transactions by which the Prior Patents were assigned to ADOL.

5. REPRESENTATIONS AND WARRANTIES OF ASSIGNOR Assignor hereby represents and warrants to ADOL as follows that as of the Closing:

5.1. Authority. Assignor is a natural person and the sole inventor and owner of the Patents. Assignor has the full power and authority and has obtained all third party consents, approvals, and/or other authorizations required to enter into this Agreement and to carry out his obligations hereunder, including, without limitation, the assignment of the New Patent Rights to ADOL.

5.2. Title and Contest. Assignor owns all right, title, and interest to the New Patent Rights, including, without limitation, all right, title, and interest to sue for infringement of the Patents. The New Patent Rights are free and clear of all liens, claims, mortgages, security interests or other encumbrances, and restrictions. There are no actions, suits, investigations, claims, or proceedings threatened, pending, or, to Assignor's knowledge, in progress relating in any way to the New Patent Rights. There are no existing binding contracts, agreements, options, commitments, proposals, bids, offers, or rights with, to, or in any person to acquire any of the New Patent Rights. Assignor does not plan to and, in any event, will not seek protection under state, federal or international laws concerning bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating generally to creditors’ rights at any time between the Effective Date and a period of one hundred twenty (120) days following the Closing Date.

5.3. Existing Licenses. After the Effective Date, none of Assignor or his affiliates, any prior owner, or any inventor will retain any rights or interest in the New Patent Rights. There are no existing licenses to the New Patent Rights.

5.4. Validity and Enforceability. None of the Patents has ever been found invalid, unpatentable, or unenforceable for any reason in a final decision in any administrative, arbitration, judicial or other proceeding. To the extent "small entity" fees at the time of such payment were paid to the United States Patent and Trademark Office for any Patent, such reduced fees were then appropriate because the payor qualified to pay "small entity" fees and specifically had not licensed rights in any Patent to an Entity that was not a "small entity."

5.5. Conduct. Assignor or its agents or representatives have not engaged in any act or conduct that constitutes patent misuse or misrepresented Assignor's or its Affiliates' patent rights to a standard-setting organization with respect to the Patents. There is no obligation imposed by a standards-setting organization on Assignor to license any of the Patents on particular terms or conditions.

5.6. Fees. All maintenance fees, annuities, and the like due or payable on the Patents have been timely paid. For the avoidance of doubt, such timely payment includes payment of any maintenance fees for which the fee is payable (e.g., the fee payment window opens) even if the surcharge date or final deadline for payment of such fee would be in the future.

6. .Miscellaneous. This Agreement shall be binding upon the parties hereto and their successors. This Agreement will be governed by and construed under the laws of the Commonwealth of Massachusetts, U.S.A., without regard to its conflicts-of-law principles. The provisions of this Agreement are severable. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions will in no way be affected or impaired thereby. The parties agree that the recitals contained herein are incorporated by reference into this Agreement as representations of the party described in the recitals.

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the   23   day of October 2013.

SCHEDULE 1
DESCRIPTION OF NEW PATENT RIGHTS

U.S. Patent application serial no. 12/870,341 filed 8/27/2010 entitled HEALTH CARE TRIAGE VIDEOCONFERENCING SYSTEM

U.S. Patent application serial no. 61/237,444 filed 8/27/2009 entitled HEALTH CARE TRIAGE VIDEOCONFERENCING SYSTEM

SCHEDULE 2
PRIOR PATENTS AND PATENT APPLICATIONS

U.S. Patent application serial no. 09/855,738 filed May 14, 2001, now U.S. Patent No. 6,638,218, entitled SYSTEM AND METHOD FOR DELIVERING MEDICAL EXAMINATION, DIAGNOSIS, AND TREATMENT OVER A NETWORK

U.S. Patent application serial no. 10/694,519 filed October 27, 2003, now U.S. Patent No. 7,011,629, entitled SYSTEM AND METHOD FOR DELIVERING MEDICAL EXAMINATION, TREATMENT, AND ASSISTANCE OVER A NETWORK

U.S. Patent application serial no. 11/321,332 filed December 29, 2005, now U.S. Patent No. 7,691,059, entitled SYSTEM AND METHOD FOR DELIVERING MEDICAL EXAMINATION, TREATMENT, AND ASSISTANCE OVER A NETWORK

U.S. Patent application serial no. 11/409,713 filed April 24, 2006, entitled SYSTEM AND METHOD FOR DELIVERING MEDICAL EXAMINATION, TREATMENT, AND ASSISTANCE OVER A NETWORK

U.S. Patent application serial no. 12/273,065 filed November 18, 2008, now U.S. Patent No. 7,970,633, entitled SYSTEM AND METHOD FOR DELIVERING MEDICAL EXAMINATION, TREATMENT, AND ASSISTANCE OVER A NETWORK

U.S. Patent application serial no. 13/952,913 filed July 29, 2013, entitled SYSTEM AND METHOD FOR DELIVERING MEDICAL EXAMINATION, TREATMENT, AND ASSISTANCE OVER A NETWORK

Exhibit A

ASSIGNMENT

ASSIGNOR:   Paul I. Bulat

ASSIGNEE:    American Doctors Online, Inc.

200 Mill Road, Suite 250A

Fairhaven, MA 02719

STATE OF INCORPORATION OF ASSIGNEE: Delaware

TITLE: HEALTH CARE TRIAGE VIDEOCONFERENCING SYSTEM

ATTORNEY DOCKET: 2551/106

APPLICATION NO.: See Schedule 1 hereto

INITIAL FILING DATE: August 27, 2009

Assignor is an inventorof a certain new and useful invention (the "Invention") described in United States patent applications (the "Applications") bearing the above attorney docket number and having the above title. The earliest filed Application has a Patent and Trademark Office filing date as indicated above.

For valuable consideration, receipt of which is acknowledged, Assignor hereby assigns to Assignee (which term shall include Assignee's successors and assigns), all of Assignor's right, title and interest in the Invention, including the right to sue for past infringement, all improvements therein, the Application and all priority rights arising therefrom, and any patents, and any reissues and extensions thereof, which issue in any country upon any patent applications which correspond with any of the following: the Application; any application that claims priority from the Application (including as a divisional, continuation-in-whole or continuation-in-part, or as an application claiming priority from a provisional application); or any application based in whole or in part on any of the foregoing.

Each Assignor further agrees that such Assignor and Assignor's heirs and legal representatives will, without further consideration, cooperate with Assignee in the prosecution of all of the above applications, execute, verify, acknowledge and deliver all such further papers, including applications for patents and for reissues and extensions therefor, and instruments of assignment and transfer thereof, and will communicate any facts known to Assignor relating to the Invention, to obtain or maintain or enforce patents for the Invention and improvements therein in any and all countries and to vest title thereto in Assignee. Each Assignor further agrees that such Assignor will, without further compensation to Assignor during the term of such Assignor's employment by Assignee and thereafter for reasonable compensation as determined by Assignee, perform such other acts as may be reasonably required when requested by Assignee, including attending depositions, preparing and executing declarations and affidavits and testifying as a witness, to obtain or maintain or enforce patents for the Invention and improvements therein in any and all countries and to vest title thereto in Assignee.

IN WITNESS WHEREOF, each Assignor hereby executes this instrument on the date set forth below.

SCHEDULE 1
PATENT APPLICATIONS BEING ASSIGNED

U.S. Patent application serial no. 12/870,341 filed August 27, 2010 entitled HEALTH CARE TRIAGE VIDEOCONFERENCING SYSTEM

U.S. Patent application serial no. 61/237,444 filed August 27, 2009 entitled HEALTH CARE TRIAGE VIDEOCONFERENCING SYSTEM

EX-10.7

Exhibit 10.7

CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, AMERICAN DOCTORS ONLINE, INC., a company incorporated under the laws of Delaware (hereinafter called “Borrower” or “ADOL”), hereby promises to pay to ____________________ (the “Holder”), the sum of ____________________($__________), with simple interest accruing at the annual rate of 8%, on the two year anniversary of the Note (the “Maturity Date”) or at such earlier time as provided and subject to the terms set forth herein.

The conversion of this Note pursuant to Article II hereof is contingent upon ADOL becoming a public reporting company which is either listed on an exchange or quoted on the Over-the-Counter Quotation Board (“OTCQB”) which results in the company filing periodic reports pursuant to Section 13 or 15(d) of the Exchange Act (becoming a “Public Company”).

ARTICLE I

GENERAL PROVISIONS

1.1 Interest Rate. The outstanding principal balance of this Note shall accrue interest at the annual rate of five percent (5%), with such accrued and unpaid interest payable on each annual anniversary of this Note until this Note is paid in full, commencing for the quarter ended June 30, 2013.

1.2 Payment of Principal; Prepayment; Conversion. The Borrower may prepay the Note at any time with the consent of the Holder; provided that at the date of such prepayment Borrower shall repay the amount of any accrued and unpaid interest together with the principal amount then due and owing; and provided further that Borrower may not make partial prepayments without the consent of the Holder. The outstanding principal balance of the Note, together with accrued and unpaid interest thereon, shall be payable in full on the Maturity Date, unless previously converted into common stock in accordance with Article II hereof.

1.3 Default Interest. In the event the Borrower does not pay any amount due and owing under this Note within thirty (30) days of the applicable due date, a default interest rate of eight percent (8%) per annum shall apply to the amounts owed hereunder.

ARTICLE II

CONVERSION

2.1 Automatic Conversion. The Note shall be convertible only in the event Borrower becomes a Public Company. In such an event, the outstanding principal balance of the Note, together with all unpaid interest thereon (collectively, the “Conversion Amount”), shall automatically convert on the Conversion Date (as defined below in Section 2.2) into shares of the capital stock of ADOL (the “ADOL Stock”) to be owned by Holder or their assigns. Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. Borrower agrees that its issuance of this Note shall constitute its full commitment to authorize ADOL’s officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares of ADOL Stock upon the conversion of this Note, and Holder agrees that such conversion shall constitute full satisfaction of Borrower’s obligations under this Note. The ADOL Stock shall be issued in the name of Holder or its assignee, and the obligations of this Note shall not be extinguished until such time as the ADOL Stock shall have been so issued to Holder by all requisite corporate action of ADOL. Notwithstanding the foregoing, Borrower will not be required to deliver certificates representing the ADOL Stock until such time it receives from Holder the original Note.

2.2 Conversion. On the six month anniversary following the effectiveness of the Borrower becoming a Public Company (the “Conversion Date”), the Note will automatically convert into shares of ADOL Stock at a conversion price (the “Conversion Price”) equal to the average closing bid price over the five consecutive days (the “Average”) immediately preceding the Conversion Date.

2.3 Dilutionary Events. Any ADOL Stock issued upon the conversion of the Note will be adjusted for any reverse split or forward split of the common stock of the Company. Such transactions will be in the sole discretion of the Company, as permitted by law.

ARTICLE III

EVENT OF DEFAULT

The occurrence of any of the following events of default (“Event of Default”) shall, at the option of the Holder hereof, make all sums of principal and interest then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable, upon demand, without presentment, or grace period, all of which hereby are expressly waived, except as set forth below:

3.1 Failure to Pay Principal or Interest. The Borrower fails to pay any installment of principal or interest hereon when due and such failure continues for a period of thirty (30) days after the due date. The thirty (30) day period described in this Section 3.1 is the same thirty (30) day period described in Section 1.3 hereof.

3.2 Breach of Covenant. The Borrower breaches any material covenant or other term or condition of this Note in any material respect and such breach, if subject to cure, continues for a period of twenty (20) days after written notice to the Borrower from the Holder.

3.3 Breach of Representations and Warranties. Any material representation or warranty of the Borrower made herein, or certificate given in writing pursuant hereto or in connection therewith shall be false or misleading in any material respect as of the date made and the closing date.

3.4 Receiver or Trustee. The Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed.

3.5 Judgments. Any money judgment, writ or similar final process shall be entered or filed against Borrower or any of its property or other assets for more than Fifty Thousand United States Dollars ($50,000), and shall remain unvacated, unbonded or unstayed for a period of forty-five (45) days.

3.6 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower and if instituted against Borrower are not dismissed within 45 days of initiation.

3.7 Confession of Judgment. A confession of judgment by the Borrower under any one or more obligations in an aggregate monetary amount in excess of Fifty Thousand United States Dollars ($50,000).

3.8 Cross Default. A default by the Borrower of a material term, covenant, warranty or undertaking of any other agreement to which the Borrower and Holder are parties, or the occurrence of a material event of default under any such other agreement, in each case, which is not cured after any required notice and/or cure period.

ARTICLE IV

MISCELLANEOUS

4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

4.2 Notices. Any notice herein required or permitted to be given shall be in writing and may be personally served or sent by fax transmission (with copy sent by regular, certified or registered mail or by overnight courier). A notice shall be deemed delivered on (i) the business day it is received by facsimile or otherwise by the Borrower if such notice is received prior to 11:00 A.M. Eastern time, or (ii) the immediately succeeding business day if it is received by facsimile or otherwise after 11:00 A.M. Eastern time on a business day or at any time on a day which is not a business day. The address and fax number of the Holder shall be as set forth on the Subscription Agreement executed by Holder with respect to this Note. The address and fax number of the Borrower shall be: American Doctors Online, Inc., 200 Mill Road, Suite 350, Fairhaven, MA. 02719. Both Holder and Borrower may change the address and fax number for service by service of notice to the other as herein provided.

4.3 Amendment Provision. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

4.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns, and may be assigned by the Holder.

4.5 Cost of Collection. If default is made in the payment of this Note, Borrower shall pay the Holder hereof reasonable costs of collection, including reasonable attorneys’ fees.

4.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of Delaware. Any action brought by either party against the other concerning the transactions contemplated by this Agreement may be brought to the state courts of the State of Delaware, USA . Both parties and the individual signing this Agreement on behalf of the Borrower agree to submit to the jurisdiction of such courts. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs.

4.7 Maximum Payments. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Borrower to the Holder and thus refunded to the Borrower.

ARTICLE V

NOTICE/DISCLOSURE

The Notes offered hereby are highly speculative, involve a high degree of risk and should be purchased only by investors who can afford to lose their entire investment. Prospective investors should carefully consider the high risks associated with this offering. A description of some, but not all, of the material risks that prospective investors should consider are set forth in THAT CERTAIN CONFIDENTIAL OFFERING MEMORANDUM OF THE COMPANY DATED JUNE 30, 2013, AS THE SAME MAY BE AMENDED FROM TIME TO TIME.

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its Chief Executive Officer on this ____ day of __________, 2013.

AMERICAN DOCTORS ONLINE, INC.

By:________________________________

Name:

Title:

EX-23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated June 23, 2014, with respect to the financial statements of American Doctors Online, Inc. contained in the Registration Statement and Prospectus of American Doctors Online, Inc. on Form S-1. We hereby consent to the use of the aforementioned report in the Registration Statement and Prospectus, and to the use of our name as it appears under the heading “Experts.”

 

D. Brooks and Associates CPA’s, P.A.

West Palm Beach, FL

July 16, 2014