December 9, 2004
Via Facsimile and U.S. Mail
Stuart Turk, President
On the Go Healthcare, Inc.
85 Corstate Avenue, Unit #1
Concord, Ontario
Canada L4K 4Y2
Re: On the Go Healthcare, Inc.
Amendment No. 1 to Form SB-2 filed on December 8, 2004
File No. 333-120633
Dear Mr. Turk:
This is to advise you that the staff has reviewed only those
portions of the above registration statement that relate to the
selling shareholder and plan of distribution sections. We have
the
following comments in that regard. No further review of the
filing
has been or will be made. All persons who are by statute
responsible
for the adequacy and accuracy of the registration statement are
urged
to be certain that all information required pursuant to the
Securities Act of 1933 has been included. You are also reminded
to
consider applicable requirements regarding distribution of the
preliminary prospectus.
Where indicated, we think you should revise your document in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. We note your response to our prior comment number 2. Please
clarify how many securities from the prior registration statement
remain available for sale taking into account the reverse stock
split. To the extent securities remain under the prior
registration
statement please clarify the reasons for registering the
additional
common stock for resale by Dutchess at this time.
2. To the extent securities remain unsold from your prior
registration statement, please tell us whether you intend to rely
on
Rule 429 to bring any unsold securities from the prior
registration
statement forward to this registration statement.
3. Please revise to reflect that the shares were registered in
March
2004, not March 2003.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments. Detailed cover letters greatly facilitate our review.
Please understand that we may have additional comments after
reviewing your amendment and response to our comments.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please direct questions to Chris Edwards at (202) 942-2842.
You may also call the undersigned Assistant Director at (202) 942-
1950, who supervised the review of your filing.
Sincerely,
Pamela A. Long
Assistant Director
cc: Amy Trombly
1163 Walnut St., Ste. 7
Newton, MA 02461
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Stuart Turk, President
On the Go Healthcare, Inc.
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303
DIVISION OF
CORPORATION FINANCE