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) October 21, 2005
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
Incorporation) No.)
85 Corstate Avenue, Unit #1
Concord, Ontario
Canada L4K 4Y2
---------------------------------------------------
(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.
On October 21, 2005, we entered into a non-binding Letter of Intent for the
acquisition of Island Corporation a private company incorporated under the
laws of Ontario. Pursuant to the non-binding Letter of Intent, if the
transaction is completed, we intend to pay $1,000,000 in cash and issue
restricted shares of our stock in exchange for all outstanding shares of
Island Corporation. However, since the Letter of Intent is non-binding,
it is possible that the transaction will not be completed or will be
completed on different terms than are currently contemplated.
The description of the proposed acquisition contained herein is qualified
in its entirety by reference to the Letter of Intent, attached to this current
report on Form 8-K as Exhibit 10.1, which is incorporated by reference.
This report contains forward-looking statements that involve risks
and uncertainties. We generally use words such as "believe," "may," "could,"
"will," "intend," "expect," "anticipate," "plan," and similar expressions to
identify forward-looking statements. You should not place undue reliance on
these forward-looking statements. Our actual results could differ materially
from those anticipated in the forward-looking statements for many reasons,
including economic conditions affecting the B2B environment; continued ability
to obtain hardware, software and peripherals at competitive costs; our ability
to finance our planned expansion efforts; our ability to manage our planned
growth; and changes in regulations affecting our business and such other
risks disclosed from time to time in our reports filed with the Securities
and Exchange Commission. Although we believe the expectations reflected in
the forward-looking statements are reasonable, they relate only to events
as of the date on which the statements are made, and our future results,
levels of activity, performance or achievements may not meet these
expectations. 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.
EXHIBIT NUMBER DESCRIPTION
10.1 Letter of Intent between On The Go Healthcare, Inc. and Island
Corporation. for the Acquisition of Island Corporation
dated October 21, 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.
(Registrant)
Date: October 24, 2005 /s/ Stuart Turk
----------------------------------
Name: Stuart Turk
Title: President and
Chief Executive Officer