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) February 23, 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.
On July 5, 2005, we entered into an agreement with Vital Products, Inc. to
sell certain of our assets to Vital Products. In exchange for the assets,
Vital Products agreed to pay compensation in the amount of $750,000 and
$250,000. On February 23, 2006, Vital Products issued two Secured Promissory
Notes in connection with the sale. The first Note has a face value of
$900,000. The increase from $750,000 to $900,000 represents interest
accumulated during the time period from the sale of the assets to the issuance
of the Note. The second Secured Promissory Note has a face value of $306,000.
The increase from $255,000 to $306,000 represents interest accumulated during
the time period from the sale of the assets to the issuance of the Note.
Both Notes pay 20% simple annual interest, and are due one year after a
registration statement filed by Vital Products, Inc. is declared effective by
the Securities and Exchange Commission.
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 Secured Promissory Notes
attached to this Report as Exhibits 10.1 and 10.2.
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.
(c) Exhibits:
EXHIBIT NUMBER DESCRIPTION
10.1 Secured Promissory Note between the Company and Vital Products, Inc.,
dated February 23, 2006
10.2 Secured Promissory Note between the Company and Vital Products, Inc.,
dated February 23, 2006
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 27, 2006
By: /s/ Stuart Turk
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Stuart Turk
Chief Executive Officer and President