UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 19, 2005
ON THE GO HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333-61538 98-0231687
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) No.)
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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On July 19, 2005, we entered into an agreement with to purchase all of the
issued and outstanding shares of Infinity Technologies Inc. stock in exchange
for $3,120,000.00 (Canadian dollars). The purchase price will be paid in a
combination of shares of restricted stock, cash and a promissory note for
$500,000. The promissory note pays no interest and will be paid in three
equal payments on January 15, 2006, February 15, 2006 and March 15, 2006.
The foregoing description of the terms and conditions of the acquisition and
promissory note are qualified in their entirety by, and made subject to, the
more complete information set forth in the Memorandum of Agreement and
Promissory Note attached to this Report as Exhibits 2.1 and 4.1, respectively.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired:
The financial statements required by this item are not included herewith and
will be filed within 60 days of the required filing date of this Form 8-K.
(b) Pro forma financial information:
The financial statements required by this item are not included herewith and
will be filed within 60 days of the required filing date of this Form 8-K.
(c) Exhibits:
EXHIBIT NUMBER DESCRIPTION
2.1 Memorandum of Agreement between the Company and Elaine Abate, John
Abate, Gerhard Schmid, Frank Abate, 1066865 Ontario Inc, and Infinity
Technologies Inc., dated July 19, 2005.
4.1 Promissory Note between the Company and Elaine Abate, John Abate, and
Gerhard Schmid, dated July 19, 2005.
SIGNATURE
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
Date: July 22, 2005
By: /s/ Stuart Turk
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Stuart Turk
Chief Executive Officer and President