UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 10, 2006
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 January 10, 2006, we entered into an agreement to purchase all of the
issued and outstanding shares of Island Corporation stock in exchange
for $2,311,536 (Canadian dollars). The purchase price was paid in a
combination of 1,060,000 shares of our restricted stock, $1,100,000 in cash
and a promissory note for $400,000. The promissory note pays no interest
and will be paid as follows: $100,000 on or before January 20, 2006 and the
remaining $300,000 paid in twelve equal payments starting on March 31, 2006
and continuing monthly until paid in full.
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 as Exhibits 2.1 and 4.1, respectively, to the Form 8-K
filed January 12, 2006 and incorporated herein by reference.
This report may contain forward-looking statements that involve risks
and uncertainties, including, without limitation, statements concerning
our business and possible or assumed future results of operations. 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: our ability to continue as a going concern,
adverse economic changes affecting markets we serve; competition in our
markets and industry segments; our timing and the profitability of
entering new markets; greater than expected costs, customer acceptance of
our products or difficulties related to our integration of the businesses
we may acquire; and other risks and uncertainties as may be detailed from
time to time in our public announcements and SEC filings. 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.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired:
We are not required to file financial statements with this Form 8-K/A.
(b) Pro forma financial information:
We are not required to file financial statements with this Form 8-K/A.
(c) Exhibits:
EXHIBIT NUMBER DESCRIPTION
2.1 Memorandum of Agreement between the Company, Norman Drolet and Ettore
Naccarato, 2Film Technologies Inc. and Island Corporation, dated
January 10, 2006 (included as Exhibit 2.1 to the Form 8-K filed
January 12, 2006 and incorporated herein by reference).
4.1 Promissory Note between the Company and Norman Drolet and Ettore
Naccarato dated January 10, 2006 (included as Exhibit 4.1 to the
Form 8-K filed January 12, 2006 and incorporated herein by reference).
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: February 22, 2006
By: /s/ Stuart Turk
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Stuart Turk
Chief Executive Officer and President