SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): October 22, 2003
ON THE GO HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333-61538 98-0231687
--------------- -------------------- -------------------
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
85 Corstate Avenue, Unit #1
Concord, Ontario
Canada L4K 4Y2
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (905) 760-2987
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
On October 31, 2003 On The Go Healthcare, Inc completed an
acquisition of all of the operating assets of Compuquest Inc. effective
October 1, 2003 (the "Acquired Assets") The acquisition was effected in
accordance with the terms of the Agreement of Purchase and Sale dated
October 21, 2003 (the "Purchase Agreement") by and among International
Mount Company Ltd., a wholly-owned subsidiary of On The Go, and Compuquest Inc.
The description of the transaction contained herein is qualified in
its entirety by reference to the Agreement of Purchase and Sale (Exhibit 10.1
filed on Form 8-K on October 22, 2003.) which is incorporated by reference.
This report contains forward-looking statements that involve a number
of risks and uncertainties. Important factors that could cause actual results
to differ materially from those indicated by such forward-looking statements
include, but are not limited to, economic conditions affecting retailers; our
continued success introducing new products; our ability to finance our planned
expansion efforts; and changes in regulations affecting our core businesses.
We do not intend to update any of the forward-looking statements after the
date of this document to conform these statements to actual results or to
changes in our expectations, except as required by law.
(b) PRO FORMA FINANCIAL INFORMATION
The following audited condensed consolidated financial information sets
forth the consolidated financial position and consolidated results of
operations of On The Go and Compuquest Inc.(Computer Division) assuming the
combination was accounted for using the purchase method of accounting and
that the combination was consummated (i) On July 31, 2003 for the audited
pro forma condensed consolidated balance sheet and (ii) as of August 1, 2002
for the audited pro forma condensed consolidated statements of operations.
Accordingly, the assets acquired and liabilities assumed have been recorded
at their estimated fair values and useful lives, which are subject to further
adjustment based on future events and future analysis.
The pro forma information consolidates On The Go's Historical consolidated
balance sheet as of July 31,2003 with the historical balance sheet of
Compuquest Inc.(Computer Division) as of July 31, 2003 and On The Go's
historical consolidated statement of operations for the fiscal year ended
July 31, 2003 with the Compuquest Inc.(Computer Division) Historical
consolidated statement of operations for the fiscal year ended
July 31, 2003.
The pro forma condensed consolidated balance sheet and statement of
operations have been prepared by the management of On The Go. The following
proforma condensed consolidated information is presented for illustration
purposes only. It is not necessarily indicative of the financial position
or results of operations that would actually have been reported had the
combination been in effect during those periods or that may be reported in
the future. The statements should be read in conjunction with On The Go's
historical financial statements and notes thereto included in filings with
the SEC.
Independent Auditors' Report
Board of Directors and Shareholders of
Compuquest Inc.
Computer Division
Concord, Ontario
Canada
We have audited the accompanying balance sheets of Compuquest Inc.(Computer
Division) as of July 31, 2003 and July 31, 2002 and the related statements
of operations, changes in stockholders' equity, and cash flows for the years
ended July 31, 2003 and July 31, 2002. These financial statements are the
responsibility of the management of Compuquest Inc.(Computer Division)
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. These standards require that
we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Compuquest Inc.(Computer
Division) as of July 31, 2003 and 2002 and the results of its operations
and its cash flows for the years ended July 31, 2003 and July 31, 2002
in conformity with accounting principles generally accepted in the United
States of America.
Rosenberg Smith & Partners
Chartered Accountants
Concord, Ontario
December 12, 2003
F1
Compuquest Inc.
Computer Division
Balance Sheets
As of July 31, 2003 and July 31, 2002
2003 2002
---------- ---------
ASSETS
Current assets:
Bank $ 0 $ 82,047
Accounts receivable 191,017 328,170
Inventory 57,634 58,456
Income taxes recoverable 1,648 8,221
---------- ---------
Total current assets 250,299 476,894
Property and equipment, net of accumulated amortization 30,105 33,737
Loans receivable 25,994 57,028
---------- ---------
Total assets $ 306,398 $ 567,659
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Bank indebtedness $ 87,145 $ 0
Accounts payable and Accrued expenses 213,491 343,833
---------- ---------
Total liabilities 300,636 343,833
---------- ---------
Stockholders' equity:
Retained earnings (deficit) (887) 230,256
Accumulated other comprehensive income (loss) 6,649 (6,430)
---------- ---------
Total stockholders' equity 5,762 223,826
---------- ---------
$ 306,398 $ 567,659
========== =========
The accompanying notes are an integral part of these financial statements. F2
Compuquest Inc.
Computer Division
Statements of Operation
For the years ending July 31, 2003 and July 31, 2002
2003 2002
---------- ---------
Sales $1,555,860 $2,661,791
Cost of sales 1,339,475 2,244,690
---------- ---------
Gross profit 216,385 417,101
Selling, general and administrative expenses 414,122 420,912
---------- ---------
Net loss before income taxes (197,737) (3,811)
Income tax benefit 0 5,784
---------- ---------
Net income (loss) $(197,737) $1,973
=========== =========
The accompanying notes are an integral part of these financial statements. F3
Compuquest Inc.
Computer Division
Statements of Stockholders' Equity (Deficiency)
As of July 31, 2003 and July 31, 2002
Accumulated
Accumulated other
Deficit Comprehensive Comprehensive
Loss Loss
----------- -------------- -------------
Balance July 31, 2001 $228,283 $ 0
Net income for the year 1,973 1,973
Foreign currency translation
adjustment (6,430) (6,430)
----------- -------------- -------------
Balance July 31, 2002 230,256 ($4,457) (6,430)
==============
Net loss for the year (197,737) (197,737)
Dividends paid (33,406)
Foreign currency translation
adjustment 13,079 13,079
----------- -------------- -------------
Balance July 31, 2003 ($887) ($184,658) $6,649
=========== ============== =============
The accompanying notes are an integral part of the financial statements. F4
Compuquest Inc.
Computer Division
Statements of Cash Flows
For the years ended July 31, 2003 and 2002
2003 2002
----------- ----------
Operating activities
Net income (loss) $ (197,737) $ 1,973
Adjustments to reconcile net loss to net cash used
by operating activities:
Amortization 11,677 10,121
(Increase) decrease in:
Accounts receivable 167,434 (73,788)
Inventory 7,690 14,504
Prepaid expenses 367 0
Income taxes 7,153 4,150
Increase (decrease) in:
Accounts payable and accrued expenses (163,248) 107,085
----------- ----------
Total adjustments 31,073 62,072
----------- ----------
Net cash provided by (used in) operating activities (166,664) 64,045
----------- ----------
Investing activity
Acquisitions of property and equipment (4,270) (2,673)
----------- ----------
Net cash used in investing activities (4,270) (2,673)
----------- ----------
Financing activities
Dividends paid (33,406) 0
Increase in bank indebtedness 81,945 0
Increase in loans receivable 0 (22,528)
Payments on loans receivable 35,931 0
----------- ----------
Net cash provided by (used in) financing activities 84,470 (22,528)
----------- ----------
Effect of exchange rate changes on cash 4,417 (1,606)
----------- ----------
Net (decrease) increase in cash (82,047) 37,238
Cash at beginning of period 82,047 44,809
----------- ----------
Cash at end of period $ 0 $ 82,047
=========== ==========
Supplemental disclosures of cash flow information
Income taxes refunded (7,701) (30,872)
----------- ----------
Interest paid 3,103 6,753
----------- ----------
The accompanying notes are an integral part of these financial statements. F5
Compuquest Inc.
Computer Division
Notes to Financial Statements
As of July 31, 2003 and 2002
1. Management's Plans
The division has sustained operating losses for the year ended
July 2003 and for the period ended September 30, 2003. The division
sold its operating assets and liabilities to On the Go Healthcare,
Inc. effective October 1, 2003.
Management believes that despite the recent losses and limited
working capital, the sale to the public company will stabilize the
working capital requirements and permit the division to focus on its
sales and marketing efforts to improve operational results and its
financial condition.
2. Basis of Presentation
Compuquest Inc. is a Canadian corporation, incorporated in Ontario on
November 30, 1989. The division supplies primarily corporate clients
with one-stop shop computer hardware, software, peripherals and
supplies. The division's clientele is located across Canada and
includes the educational government public sector in addition to
its corporate clients.
These financial statements include only the assets and liabilities
and operations which were sold to On the Go Healthcare, Inc. on
October 21, 2003 with an effective date of transfer of October 1, 2003.
3. Significant Accounting Policies
The significant accounting policies followed are:
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 disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
The majority of cash is maintained with a major financial institution
in Canada. Deposits with these banks may exceed the amount of insurance
provided on such deposits. Generally, these deposits may be redeemed on
demand and, therefore, bear minimal risk.
The Division extends credit to its various customers based on the
customer's ability to pay. Based on management's review of accounts
receivable, an allowance for doubtful accounts has been recorded.
Inventory, consisting of computer hardware, is stated at the lower of
cost (determined on an average cost basis) or market.
Property and equipment are recorded at cost. Depreciation is calculated
by the declining-balance and straight-line methods over the estimated
useful lives of the assets, ranging generally from two to five years.
Maintenance and repairs are charged to operations when incurred.
Betterments and renewals are capitalized. When plant and equipment
are sold or otherwise disposed of, the asset account and related
accumulated depreciation account are relieved, and any gain or loss
is included in operations.
F6
The Company follows Statement of Financial Accounting Standards
Board No. 121 (SFAS No. 121), Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of.
SFAS No. 121 requires that long-lived assets and certain identifiable
intangibles to be held and used by an entity be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying
amount of these assets may not be recoverable. In performing the
review of recoverability, the Division estimates the future
undiscounted cash flows that are expected to result from the use of
the assets and their eventual disposition. Because events and
circumstances frequently do not occur as expected, there will usually
be differences between the estimated and actual future undiscounted
cash flows, and these differences may be material. If an asset is
determined to be impaired, the Division recognizes a loss for the
difference between the carrying amount and the fair value of the asset.
The fair value of the asset is measured using quoted market prices
or, in the absence of quoted market prices, fair value is based on
an estimate of discounted cash flow analysis. During the periods
presented, the Division determined that its long lived assets were not
impaired.
Foreign currency translation adjustments arise from the translation of
the functional currency of the company into the reporting currency U.S.
dollars. The balance sheet is translated at the exchange rate in effect
at the balance sheet date, while the statement of operations is
translated at the average rates of exchange during the period. The
resulting translation adjustments are recorded directly to accumulated
other comprehensive income (loss).
Foreign currency transaction gains and losses represent gains and
losses resulting from transactions entered into in currencies other
than the functional currency of the company. These transaction gains
and losses are included in results of operations.
Deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the
consolidated financial statements carrying amounts of existing assets
and liabilities and their respective income tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected
to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is
recognized as income in the period that included the enactment date.
Deferred tax assets are evaluated to determine if the benefit is more
likely than not to be realized. If required a valuation allowance is
recorded to reduce the value of deferred tax assets to reflect a
valuation allowance.
The Company recognizes revenue when title of goods passes to the
customer (generally upon shipment).
The Company records amounts billed to customers for shipping and
handling costs as sales revenue. Costs incurred by the Company for
shipping and handling are included in cost of sales.
The Company offers discounts and point-of-sale rebates to its customers
on its products. The costs of these discounts and point-of-sale rebates
are recognized at the date at which the related sales revenue is
recognized and are recorded as a reduction of sales revenue.
Advertising costs are charged to operations when the advertising first
takes place. Advertising expense for the years ended July 31, 2003
and 2002 amounted to $35,608 and $45,834 respectively. The Company
has not incurred any direct-response advertising costs.
F7
4. Recent pronouncements
In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections". This statement eliminates the automatic
classification of gain or loss on extinguishment of debt as an
extraordinary item of income and requires that such gain or loss be
evaluated for extraordinary classification under the criteria of
Accounting Principles Board No. 30 "Reporting Results of Operations".
This statement also requires sales-leaseback accounting for certain
lease modifications that have economic effects that are similar to
sales-leaseback transactions, and makes various other technical
corrections to existing pronouncements. This statement was effective
for the Company for the year ending July 31, 2003. The adoption of
SFAS 146 did not have a significant effect on the Company's financial
statement presentation or disclosure..
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This Statement
requires recording costs associated with exit or disposal activities
at their fair values when a liability has been incurred. Under
previous guidance, certain exit costs were accrued upon management's
commitment to an exit plan. Adoption of this Statement is required
with the beginning of fiscal year 2003. . The adoption of this
statement did not have a material effect on the Company's results of
operations or financial position.
In November 2002, the FASB issued FASB Interpretation No. 45 (FIN 45),
Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others, and
interpretation of FASB Statements No. 5, 57,and 107 and Rescission
of FASB Interpretation No. 34. FIN 45 clarifies the requirements of
FASB Statement No. 5, Accounting for Contingencies, relating to the
guarantor's accounting for, and disclosure of, the issuance of certain
types of guarantees. This interpretation clarifies that a guarantor
is required to recognize, at the inception of certain types of
guarantees, a liability for the fair value of the obligation undertaken
in issuing the guarantee. The initial recognition and initial
measurement provisions of this Interpretation are applicable on a
prospective basis to guarantees issued or modified after
December 31, 2002, irrespective of the guarantor's fiscal year-end.
The disclosure requirements in this interpretation are effective
for financial statements of interim or annual periods ending after
December 15, 2002. The Company adopted FIN 45 on July 31, 2003.
The adoption of FIN 45 did not have a material impact on the Company's
disclosure requirements.
In January 2003, the FASB issued SFAS No. 148, Accounting for Stock
-Based Compensation - Transition and Disclosures. This statement
provides alternative methods of transition for a voluntary change
to the fair value based method of accounting for stock-based employee
compensation. In addition, this statement also amends the disclosure
requirements of SFAS No. 123 to require more prominent and frequent
disclosures in the financial statements about the effects of
stock-based compensation. The transitional guidance and annual
disclosure provisions of this Statement is effective for the
July 31, 2003 financial statements. The company has no outstanding
stock based compensation.
F8
In January 2003, the Financial Accounting Standards Board issued
Interpretation No. 46, "Consolidation of Variable Interest Entities,"
which addresses consolidation by business enterprises of variable
interest entities. In general, a variable interest entity is a
corporation, partnership, trust, or any other legal structure used
for business purposes that either (a) does not have equity investors
with voting rights or (b) has equity investors that do not provide
sufficient financial resources for the entity to support its
activities. A variable interest entity often holds financial
assets, including loans or receivables, real estate or other
property. A variable interest entity may be essentially passive or
it may engage in research and development or other activities on
behalf of another company. The objective of Interpretation No. 46 is
not to restrict the use of variable interest entities but to improve
financial reporting by companies involved with variable interest
entities. Until now, a company generally has included another entity
in its financial statements only if it controlled the entity through
voting interests. Interpretation No. 46 changes that by requiring a
variable interest entity to be by a company if that company is
subject to a majority of the risk of loss from the variable interest
entity's activities or entitled to receive a majority of the entity's
residual returns or both. The consolidation requirements of
Interpretation No. 46 apply immediately to variable interest entities
created after January 31, 2003. The consolidation requirements apply
to older entities in the first fiscal year or interim period beginning
after June 15, 2003. Certain of the disclosure requirements apply in
all financial statements issued after January 31, 2003, regardless of
when the variable interest entity was established. The Company does
not have any variable interest entities, and, accordingly, adoption did
not have a material effect on the Company.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement
No. 133 on Derivative Instruments and Hedging Activities." This
statement amends and clarifies financial accounting and reporting
for derivative instruments, including certain derivative instruments
embedded in other contracts and for hedging activities under FASB
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities." This Statement is effective for contracts entered into
or modified after June 30, 2003, and for hedging relationships
designated after June 30, 2003. The adoption of SFAS 149 did not have
a significant effect on the Company's financial statement presentation
or disclosures.
In May 2003, the FASB issued SFAS 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity". SFAS 150 establishes standards for how an issuer classifies
and measures in its statement of financial position certain financial
instruments with characteristics of both liabilities and equity.
SFAS 150 requires that an issuer classify a financial instrument
that is within its scope as a liability (or an asset in some
circumstances) because that financial instrument embodies an
obligation of the issuer. SFAS 150 is effective for financial
instruments entered into or modified after May 31, 2003 and otherwise
is effective at the beginning the Company's interim period commencing
July 1, 2003. SFAS 150 is to be implemented by reporting the cumulative
effect of a change in accounting principle for financial instruments
created before the issuance date of SFA 150 and still existing at the
beginning of the interim period of adoption. The adoption of SFAS 150
did not have a significant effect on the company's financial statement
presentation or disclosures.
5. Accounts receivable
2003 2002
-------- --------
Accounts receivable $195,503 $329,278
Provision for doubtful accounts 4,486 1,108
-------- --------
Accounts receivable, net $191,017 $328,170
-------- --------
F9
6. Property and Equipment
Property and equipment consist of the following as of July 31;
2003 2002
-------- --------
Office equipment $59,693 $51,165
Computer software 2,451 0
Computer hardware 22,818 20,268
Leasehold Improvements 7,955 7,066
-------- --------
92,917 78,499
Less accumulated depreciation 62,812 44,762
-------- --------
$30,105 $33,737
======== ========
Depreciation expense for property and equipment for the years
July 31, 2003 and 2002 were $11,677 and $10,121 respectively.
7. Loans Receivable
The loans receivable are non-interest bearing, and have not been
assumed by On The Go as of the date of transfer October 1, 2003
8. Bank indebtedness
The company has a line of credit in the amount of $150,000 that bears
interest at the bank's prime lending rate plus 1% per annum. The line
of credit is secured by a general assignment of book debts, inventory
and the personal guarantee of one of the directors.
The credit line, as part of the acquisition of the operating assets,
is being repaid by the acquirer, On the Go Healthcare, Inc. as
described in note 11. The credit line has not been transferred to
the acquirer.
9. Net loss per share
Net loss per share has not been computed as no shares have been issued
on the acquisition by On the Go Healthcare, Inc.
10. Lease Commitments
The company's lease obligation was settled subsequent to the year end
and the landlord has released the company from all future lease
obligations for the payment of $5,552 in October 2003.
F10
11. Income Taxes
Compuquest Inc. is a corporation that reports and files its corporate
business tax return with the Canada Customs and Revenue Agency, which
governs the administration of income taxes for Canada. The components
of the provision for income tax (benefit) expense consist of:
2003 2002
-------- --------
Foreign $ 0 $(5,784)
-------- --------
The principal reason that the aggregate income tax provision is
different from that computed by using the U.S. statutory rate of
34 percent is as follows:
2003 2002
--------- ---------
US statutory rate (67,231) (1,296)
Changes in tax resulting from foreign
Income tax at rates other than US
Statutory rate (11,864) (229)
Increase (decrease) in valuation allowance 79,095 (4,260)
--------- ---------
$ 0 $(5,784)
--------- ---------
12. Subsequent events
On October 21, 2003, the shareholders signed an agreement to sell
the operating assets and liabilities of the company to On the Go
Healthcare, Inc. The agreement provides that there is no consideration
on the acquisition beyond the assumption of the operating liabilities.
In addition, On the Go Healthcare, Inc. agreed to employ certain of
the employees of Compuquest, Inc. The investment has been accounted
for by the purchase method as follows;
Accounts receivable 191,888
Inventory 33,624
Property and equipment 63,613
Bank indebtedness (79,161)
Accounts payable (209,964)
---------
Net Nil
13. Proforma information
As detailed in Note 12, the operating assets and liabilities of the
Computer Division were acquired by On the Go Healthcare Inc. The
following proforma information provides the effect the acquisition
would have had on the assets and liabilities of On the Go Healthcare,
Inc. and the results of operations for the year ended July 31, 2003
as if the acquisition had occurred at July 31, 2003 and on
August 1, 2002 respectively.
F11
Proforma Balance Sheet July 31, 2003
(Unaudited)
On the Go Compuquest Proforma Proforma
Healthcare Inc. adjustments Balance
Inc. sheet
Assets
Current assets
Bank $ 762 $ 0 $ 0 $ 762
Accounts receivable 21,760 191,017 0 212,777
Inventory 78,197 57,634 0 135,831
Prepaid expenses 116,797 1,648 0 118,445
---------- ---------- ---------- -----------
217,516 250,299 0 467,815
Property and equipjment
net of accumulated
amortization 40,167 30,105 25,980 96,252
Loans receivable 0 25,994 (25,994) 0
---------- ---------- ---------- -----------
Total assets $ 257,683 $ 306,398 $ (14) $ 564,067
========== ========== ========== ===========
Liabilities and
Stockholders' Equity
Current liabiliites
Bank indebtedness $ 12,457 $ 87,145 $ 0 $ 99,602
Accounts payable and
accrued liabiliites 48,461 213,491 0 261,952
---------- ---------- ---------- -----------
60,918 300,636 0 361,554
Notes payable to related party 125,947 0 0 125,947
---------- ---------- ---------- -----------
186,865 300,636 0 487,501
---------- ---------- ---------- -----------
Stockholders' Equity
Common stock 3,766 0 0 3,766
Additional paid in capital 794,075 0 0 794,075
Treasury stock (21,243) 0 0 (21,243)
Accumulated deficit (704,815) (887) (3,739) (709,441)
Accumulated other
comprehensive
income (loss) (965) 6,649 3,725 9,409
---------- ---------- ---------- -----------
Total stockholders' equity 70,818 5,762 (14) 76,566
---------- ---------- ---------- -----------
$257,683 $ 306,398 (14) $ 564,067
========== ========== ========== ===========
The fixed assets have been adjusted to reflect the allocation of the excess of
the liabilities assumed over the book value of the assets acquired assuming
the transaction was effected on July 31, 2003.
F12
Proforma Income Statement
For the year ended July 31, 2003
(Unaudited)
On the Go Compuquest Proforma Proforma
Healthcare Inc. adjustments Income
Inc. Statement
Sales $ 91,584 $1,555,860 0 $1,647,444
Cost of sales 41,308 1,339,475 0 1,380,783
---------- ---------- ---------- -----------
Gross profit 50,276 216,385 0 266,661
Selling, general and
administrative expenses 337,177 414,122 3,739 755,038
---------- ---------- ---------- -----------
Net loss before income taxes (286,901) (197,737) (3,739) (488,377)
Income tax benefit(expense) (101,783) 0 0 (101,783)
---------- ---------- ---------- -----------
Net loss $ (388,684) $ (197,737) (3,739) $ (590,160)
========== ========== ========== ===========
Net loss per common share $ (0.02)
===========
Weighted average number of common shares outstanding 31,540,363
===========
The fixed assets have been adjusted to reflect the allocation of the excess of
the liabilities assumed over the book value of the assets acquired assuming
the transaction was effected on August 1, 2002. Amortization has been
adjusted to reflect the adjustment of fixed assets to fair market value.
F13
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
10.1* Agreement of Purchase and Sale between the Company and
Compuquest, Inc. dated October 21, 2003
23.1 Consent of Rosenberg Smith & Partners as Independent Auditors
* Previously filed
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ON THE GO HEALTHCARE, INC.
(Registrant)
Date: December 19, 2003 /s/ Stuart Turk
----------------------------------
Name: Stuart Turk
Title: President and
Chief Executive Officer